MASTER SERVICES AGREEMENT

STATE OF MISSOURI

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THIS MASTER SERVICES AGREEMENT (this "Agreement") is entered into as of [__/__/____] (the "Effective Date")

BY AND BETWEEN:

CLIENT:
Name: [________________________________]
Address: [________________________________]
City, State, ZIP: [________________________________]
Entity Type: [________________________________]
State of Formation: [________________________________]

(hereinafter referred to as "Client")

AND

PROVIDER:
Name: [________________________________]
Address: [________________________________]
City, State, ZIP: [________________________________]
Entity Type: [________________________________]
State of Formation: [________________________________]

(hereinafter referred to as "Provider")

Client and Provider may be referred to individually as a "Party" and collectively as the "Parties."

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TABLE OF CONTENTS

1. Definitions
2. Scope of Services
3. Statement of Work Process
4. Compensation and Payment
5. Term and Termination
6. Confidentiality
7. Intellectual Property Rights
8. Warranties
9. Indemnification
10. Limitation of Liability
11. Insurance Requirements
12. Compliance and Regulatory
13. Data Protection and Privacy
14. Dispute Resolution
15. General Provisions
16. Signatures
17. Exhibits

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ARTICLE 1: DEFINITIONS

1.1 "Acceptance" means Client's written confirmation that a Deliverable conforms to the applicable Acceptance Criteria, or deemed acceptance pursuant to Section 3.7.

1.2 "Acceptance Criteria" means the specifications, requirements, and standards that Deliverables must meet, as set forth in the applicable Statement of Work.

1.3 "Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with a Party, where "control" means ownership of more than fifty percent (50%) of the voting securities.

1.4 "Background IP" means Intellectual Property owned or licensed by a Party prior to the Effective Date, or developed by a Party independently of this Agreement.

1.5 "Business Day" means any day other than Saturday, Sunday, or a day on which banks in Missouri are authorized or required to close.

1.6 "Change Order" means a written document executed by both Parties that modifies an existing Statement of Work in accordance with Article 3.

1.7 "Client Data" means all data, information, content, and materials provided by Client to Provider or collected by Provider on Client's behalf in connection with the Services.

1.8 "Client Materials" means all documents, data, information, specifications, software, and other materials provided by Client to Provider for use in performing the Services.

1.9 "Confidential Information" means any non-public information disclosed by one Party to the other that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure.

1.10 "Deliverables" means all work product, materials, reports, documents, software, and other tangible items to be delivered by Provider to Client as specified in a Statement of Work.

1.11 "Effective Date" means the date first written above.

1.12 "Fees" means the compensation payable to Provider for Services as set forth in the applicable Statement of Work.

1.13 "Force Majeure Event" means any event beyond the reasonable control of a Party, including acts of God, natural disasters, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, earthquakes, tornados, pandemic, epidemic, accidents, strikes, or shortages of transportation, facilities, fuel, energy, labor, or materials.

1.14 "Intellectual Property" or "IP" means all patents, copyrights, trademarks, trade secrets, and other intellectual property rights recognized under Missouri, federal, or international law.

1.15 "Key Personnel" means Provider personnel identified in a Statement of Work as essential to performance of the Services.

1.16 "Open Source Software" means software subject to a license that requires, as a condition of use, modification, or distribution, that the software or derivative works be disclosed or distributed in source code form, be licensed for making derivative works, or be redistributable at no charge.

1.17 "Personal Information" means information that identifies, relates to, describes, is reasonably capable of being associated with, or could reasonably be linked, directly or indirectly, with a particular individual, as defined under applicable privacy laws.

1.18 "Project Manager" means the individual designated by each Party to serve as the primary point of contact for matters relating to this Agreement and any Statement of Work.

1.19 "Provider Materials" means tools, methodologies, software, know-how, and other materials owned by Provider prior to providing Services or developed by Provider independently of this Agreement.

1.20 "Services" means the professional services to be performed by Provider for Client as described in one or more Statements of Work.

1.21 "Statement of Work" or "SOW" means a document executed by both Parties that describes the Services, Deliverables, timelines, Fees, and other terms for a specific project, substantially in the form attached as Exhibit A.

1.22 "Subcontractor" means any third party engaged by Provider to perform any portion of the Services.

1.23 "Term" means the period during which this Agreement remains in effect, as set forth in Article 5.

1.24 "Warranty Period" means the period following Acceptance during which Provider warrants Deliverables, as specified in the applicable Statement of Work or, if not specified, ninety (90) days.

1.25 "Work Product" means all Deliverables and other materials created by Provider specifically for Client in performing the Services under a Statement of Work.

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ARTICLE 2: SCOPE OF SERVICES

2.1 Services Generally. Provider agrees to perform the Services described in each Statement of Work executed by the Parties. Provider shall perform all Services in a professional and workmanlike manner, consistent with industry standards and practices applicable to similar services.

2.2 Statement of Work Required. No Services shall be performed under this Agreement except pursuant to a mutually executed Statement of Work. This Agreement governs all Statements of Work, and its terms are incorporated into each Statement of Work by reference.

2.3 Order of Precedence. In the event of any conflict or inconsistency between the terms of this Agreement and any Statement of Work, the terms of this Agreement shall control, unless the Statement of Work expressly states that it is modifying a specific provision of this Agreement with reference to the applicable section number.

2.4 Provider Personnel.

(a) Provider shall assign qualified personnel with appropriate skills, training, and experience to perform the Services.

(b) Provider shall ensure that all personnel assigned to perform Services are properly supervised and comply with all applicable terms of this Agreement.

(c) If Key Personnel are identified in a Statement of Work, Provider shall not remove or reassign such Key Personnel without Client's prior written consent, except in cases of voluntary resignation, termination for cause, or extended leave.

(d) Client may request removal of any Provider personnel for reasonable cause, and Provider shall promptly provide qualified replacement personnel.

2.5 Subcontractors.

(a) Provider may engage Subcontractors to perform portions of the Services, provided that Provider obtains Client's prior written approval for any Subcontractor that will have access to Confidential Information or Client Data.

(b) Provider shall remain fully responsible for the performance of all Subcontractors and shall ensure that all Subcontractors are bound by obligations at least as protective as those in this Agreement.

(c) Provider shall be liable for all acts and omissions of its Subcontractors as if they were acts and omissions of Provider.

2.6 Client Cooperation. Client shall provide reasonable cooperation and assistance to Provider in connection with the Services, including:

(a) Timely access to Client personnel, facilities, systems, and information reasonably necessary for Provider to perform the Services;

(b) Timely decisions, approvals, and feedback as specified in the applicable Statement of Work;

(c) Designation of a Project Manager with authority to act on Client's behalf regarding day-to-day matters;

(d) All Client Materials specified in the Statement of Work in the format and timeframes specified; and

(e) Compliance with any reasonable policies and procedures communicated by Provider regarding access to Provider systems or facilities.

2.7 Effect of Client Delays. If Client fails to perform its obligations under Section 2.6 and such failure delays Provider's performance:

(a) Provider shall notify Client in writing within five (5) Business Days of becoming aware of such delay;

(b) Any affected deadlines shall be extended by a period equal to the duration of the Client-caused delay; and

(c) If the delay materially increases Provider's costs, the Parties shall negotiate in good faith an equitable adjustment to the Fees.

2.8 Service Levels. If a Statement of Work includes service level commitments, Provider shall perform the Services in accordance with such service levels. Service level credits, if any, shall be Client's sole and exclusive remedy for service level failures, unless the failure constitutes a material breach entitling Client to terminate under Section 5.3.

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ARTICLE 3: STATEMENT OF WORK PROCESS

3.1 SOW Contents. Each Statement of Work shall include, at a minimum:

(a) A detailed description of the Services to be performed;

(b) Identification of Deliverables and Acceptance Criteria;

(c) Project schedule and milestones;

(d) Fees, payment schedule, and expense reimbursement terms;

(e) Identification of Key Personnel, if any;

(f) Client obligations and dependencies;

(g) Any project-specific terms, assumptions, and exclusions; and

(h) Signatures of authorized representatives of both Parties.

3.2 SOW Execution. A Statement of Work shall become binding only upon execution by authorized representatives of both Parties. Neither Party shall be obligated to execute any proposed Statement of Work.

3.3 Change Order Process.

(a) Either Party may request changes to an active Statement of Work by submitting a written change request to the other Party's Project Manager.

(b) Upon receipt of a change request, Provider shall prepare a Change Order specifying the proposed changes to scope, schedule, and Fees, substantially in the form attached as Exhibit B.

(c) No change shall be effective until a Change Order is executed by both Parties.

(d) Provider shall not be required to perform changed or additional work until a Change Order is executed and, if applicable, any required additional payment is received.

3.4 Out-of-Scope Requests. If Client requests Services or Deliverables that are outside the scope of the applicable Statement of Work, Provider shall notify Client that the request is out of scope and may propose a Change Order or new Statement of Work to address the request.

3.5 Project Governance.

(a) Each Party shall designate a Project Manager within five (5) Business Days of executing a Statement of Work.

(b) Project Managers shall serve as the primary points of contact and shall have authority to make day-to-day decisions regarding the applicable project.

(c) The Parties shall hold regular status meetings as specified in the Statement of Work or, if not specified, at least weekly during active project phases.

(d) Provider shall deliver written status reports at intervals specified in the Statement of Work or, if not specified, weekly.

3.6 Deliverable Review Process.

(a) Provider shall deliver each Deliverable to Client in accordance with the schedule set forth in the applicable Statement of Work.

(b) Client shall have the review period specified in the Statement of Work (or ten (10) Business Days if not specified) to review each Deliverable and notify Provider in writing of any deficiencies.

(c) Client's notice of deficiencies shall specifically identify how the Deliverable fails to meet the applicable Acceptance Criteria.

3.7 Acceptance and Rejection.

(a) If Client provides written notice of Acceptance or fails to provide notice of deficiencies within the review period, the Deliverable shall be deemed Accepted.

(b) If Client rejects a Deliverable, Provider shall correct the identified deficiencies and resubmit the Deliverable within the timeframe specified in the Statement of Work or, if not specified, within ten (10) Business Days.

(c) The review and correction process shall repeat until the Deliverable is Accepted or deemed Accepted.

(d) If a Deliverable is rejected three (3) times for failure to meet the same Acceptance Criteria, Client may, at its option: (i) accept the Deliverable with an equitable reduction in Fees; (ii) terminate the applicable Statement of Work for cause; or (iii) continue the correction process.

3.8 Assumptions and Dependencies. Provider's performance obligations, including schedules and Fees, are based on the assumptions and dependencies set forth in each Statement of Work. If any assumption proves incorrect or any dependency is not satisfied, Provider shall promptly notify Client and propose appropriate adjustments through the Change Order process.

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ARTICLE 4: COMPENSATION AND PAYMENT

4.1 Fees. Client shall pay Provider the Fees specified in each Statement of Work in accordance with the payment terms set forth therein.

4.2 Fee Structures. Fees may be structured as one or more of the following, as specified in the applicable Statement of Work:

(a) Time and Materials: Fees based on actual hours worked at the rates specified in the Statement of Work, plus approved expenses;

(b) Fixed Fee: A fixed amount for completion of specified Deliverables or Services;

(c) Milestone-Based: Fees payable upon achievement of specified milestones;

(d) Retainer: A recurring fee for ongoing Services; or

(e) Hybrid: A combination of the above structures.

4.3 Rate Adjustments. For engagements extending beyond one (1) year:

(a) Provider may adjust hourly rates annually, effective on each anniversary of the Effective Date;

(b) Rate increases shall not exceed [____]% per year without Client's prior written consent;

(c) Provider shall provide Client with at least sixty (60) days' advance written notice of any rate adjustment.

4.4 Expense Reimbursement.

(a) Client shall reimburse Provider for reasonable, pre-approved, out-of-pocket expenses incurred in performing the Services, including travel, lodging, and materials.

(b) Expenses exceeding $[________________________________] individually or $[________________________________] in the aggregate per month require Client's prior written approval.

(c) Provider shall submit expense reports with supporting documentation within thirty (30) days of incurring expenses.

(d) Travel expenses shall be reimbursed in accordance with Client's travel policy, if provided, or at reasonable commercial rates.

4.5 Invoicing.

(a) Provider shall submit invoices in accordance with the schedule specified in the Statement of Work or, if not specified, monthly in arrears.

(b) Each invoice shall include: (i) invoice number and date; (ii) Statement of Work reference; (iii) description of Services performed and Deliverables provided; (iv) hours worked (for time and materials engagements); (v) applicable rates; (vi) itemized expenses with documentation; and (vii) total amount due.

(c) Invoices shall be submitted electronically to: [________________________________]

4.6 Payment Terms.

(a) Client shall pay undisputed invoice amounts within thirty (30) days of receipt of a proper invoice, unless different terms are specified in the Statement of Work.

(b) Payment shall be made in U.S. dollars by check, wire transfer, or ACH to the account designated by Provider.

(c) Client shall not offset amounts due under this Agreement against amounts allegedly owed by Provider under this Agreement or any other agreement, unless mutually agreed in writing or determined by a court or arbitrator.

4.7 Late Payments.

(a) Overdue amounts shall accrue interest at the rate of nine percent (9%) per annum or the maximum rate permitted by Missouri law, whichever is less.

(b) Client shall reimburse Provider for reasonable collection costs, including attorneys' fees, incurred in collecting overdue amounts.

4.8 Invoice Disputes.

(a) If Client disputes any portion of an invoice in good faith, Client shall: (i) pay the undisputed portion when due; and (ii) notify Provider in writing of the disputed amount and the specific basis for the dispute within fifteen (15) days of receipt of the invoice.

(b) The Parties shall work in good faith to resolve invoice disputes within thirty (30) days.

(c) If the dispute is resolved in Provider's favor, Client shall pay the disputed amount plus interest from the original due date.

4.9 Taxes.

(a) All Fees are exclusive of applicable taxes.

(b) Client shall be responsible for all sales, use, value-added, and similar taxes arising from the Services, excluding taxes based on Provider's income.

(c) Missouri sales tax generally applies to tangible personal property but most professional services are exempt. Client shall pay applicable Missouri state and local taxes where required unless Client provides Provider with a valid exemption certificate.

(d) If Provider is required to pay taxes that are Client's responsibility, Client shall reimburse Provider promptly upon receipt of documentation.

4.10 Records and Audit.

(a) Provider shall maintain accurate records of time worked, expenses incurred, and other information necessary to verify invoices for at least three (3) years following the applicable invoice date.

(b) Upon reasonable notice, Client may audit Provider's records relating to Fees and expenses. Audits shall be conducted during normal business hours and no more than once per year, unless a prior audit reveals material discrepancies.

(c) If an audit reveals overcharges exceeding five percent (5%) of the audited amount, Provider shall pay the reasonable costs of the audit.

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ARTICLE 5: TERM AND TERMINATION

5.1 Term. This Agreement shall commence on the Effective Date and continue for an initial term of [________________________________] years (the "Initial Term"), unless earlier terminated as provided herein. Following the Initial Term, this Agreement shall automatically renew for successive one (1) year periods (each, a "Renewal Term") unless either Party provides written notice of non-renewal at least ninety (90) days before the end of the then-current term.

5.2 SOW Term. Each Statement of Work shall have its own term as specified therein. Expiration or termination of this Agreement shall terminate all active Statements of Work unless otherwise agreed in writing.

5.3 Termination for Cause.

(a) Either Party may terminate this Agreement or any Statement of Work for cause if the other Party:

☐ Materially breaches this Agreement or the applicable Statement of Work and fails to cure such breach within thirty (30) days after receiving written notice specifying the breach in reasonable detail;

☐ Materially breaches this Agreement or the applicable Statement of Work and the breach is incapable of cure;

☐ Makes an assignment for the benefit of creditors, files a voluntary petition in bankruptcy, is adjudicated bankrupt or insolvent, or has a receiver or trustee appointed for substantially all of its assets; or

☐ Ceases to operate in the ordinary course of business.

(b) Termination for cause of a Statement of Work shall not automatically terminate this Agreement or other Statements of Work.

5.4 Termination for Convenience.

(a) Client may terminate this Agreement or any Statement of Work for convenience upon sixty (60) days' prior written notice to Provider.

(b) Provider may terminate this Agreement for convenience upon one hundred twenty (120) days' prior written notice to Client, provided that Provider shall complete any Statement of Work scheduled for completion within such notice period unless Client elects earlier termination.

5.5 Effect of Termination.

(a) Upon termination or expiration of this Agreement or any Statement of Work:

☐ Provider shall promptly cease performing Services under the terminated Agreement or Statement of Work;

☐ Each Party shall return or destroy the other Party's Confidential Information in accordance with Article 6;

☐ Provider shall deliver to Client all completed Deliverables and Work Product, and all work in progress to the extent paid for by Client;

☐ Client shall pay Provider for all Services performed and expenses incurred through the effective date of termination, including any non-cancellable commitments made by Provider at Client's direction; and

☐ All provisions that by their nature should survive termination shall survive.

(b) If Client terminates for convenience, Client shall also pay Provider: (i) for work in progress at the percentage of completion; and (ii) reasonable wind-down costs incurred by Provider.

5.6 Transition Assistance. Upon Client's request and at Client's expense at Provider's then-current rates, Provider shall provide reasonable transition assistance for a period of up to ninety (90) days following termination or expiration to facilitate the orderly transition of Services to Client or a successor provider.

5.7 Surviving Provisions. The following provisions shall survive expiration or termination of this Agreement: Article 1 (Definitions), Article 4 (to the extent of unpaid amounts), Article 6 (Confidentiality), Article 7 (Intellectual Property), Article 9 (Indemnification), Article 10 (Limitation of Liability), Article 14 (Dispute Resolution), and Article 15 (General Provisions), together with any other provisions that by their nature are intended to survive.

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ARTICLE 6: CONFIDENTIALITY

6.1 Confidentiality Obligations. Each Party (as "Receiving Party") shall:

(a) Hold the other Party's (as "Disclosing Party") Confidential Information in strict confidence;

(b) Not disclose Confidential Information to any third party except as expressly permitted herein;

(c) Use Confidential Information only for purposes of performing its obligations or exercising its rights under this Agreement;

(d) Protect Confidential Information using at least the same degree of care it uses to protect its own confidential information of like kind, but in no event less than reasonable care; and

(e) Limit access to Confidential Information to employees, contractors, and agents who have a need to know and who are bound by confidentiality obligations at least as protective as those herein.

6.2 Exclusions. Confidential Information does not include information that:

(a) Is or becomes publicly available through no fault of the Receiving Party;

(b) Was rightfully in the Receiving Party's possession before receipt from the Disclosing Party, as documented by written records;

(c) Is rightfully received by the Receiving Party from a third party without restriction on disclosure;

(d) Is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information, as documented by written records; or

(e) Is approved for release by the Disclosing Party in writing.

6.3 Required Disclosures. The Receiving Party may disclose Confidential Information to the extent required by applicable law, regulation, or valid legal process, provided that the Receiving Party:

(a) Promptly notifies the Disclosing Party (unless prohibited by law);

(b) Reasonably cooperates with the Disclosing Party's efforts to obtain a protective order or other appropriate remedy; and

(c) Discloses only the minimum Confidential Information required.

6.4 Confidentiality Period. The confidentiality obligations in this Article 6 shall remain in effect for a period of five (5) years following the expiration or termination of this Agreement; provided, however, that obligations with respect to trade secrets shall continue for as long as such information remains a trade secret under Missouri law, including the Missouri Uniform Trade Secrets Act (RSMo Chapter 417).

6.5 Return or Destruction. Upon termination or expiration of this Agreement, or upon the Disclosing Party's earlier written request, the Receiving Party shall promptly:

(a) Return or destroy all Confidential Information and all copies thereof;

(b) Upon request, certify in writing that it has complied with this Section 6.5; and

(c) Notwithstanding the foregoing, the Receiving Party may retain copies of Confidential Information: (i) as required by law or regulation; (ii) in secure archive or backup systems in accordance with its standard data retention policies; or (iii) as necessary for ongoing legal obligations, subject to continued confidentiality obligations.

6.6 Injunctive Relief. Each Party acknowledges that unauthorized disclosure of Confidential Information may cause irreparable harm for which monetary damages would be inadequate. Accordingly, either Party may seek injunctive or other equitable relief to prevent or remedy any breach or threatened breach of this Article 6, without the necessity of proving actual damages or posting bond.

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ARTICLE 7: INTELLECTUAL PROPERTY RIGHTS

7.1 Background IP. Each Party retains all right, title, and interest in and to its Background IP. Neither Party grants the other any rights in its Background IP except as expressly set forth in this Agreement.

7.2 Client Materials. Client retains all right, title, and interest in and to Client Materials. Client grants Provider a limited, non-exclusive, royalty-free license to use Client Materials solely for the purpose of performing the Services during the term of this Agreement.

7.3 Work Product Ownership. Unless otherwise specified in a Statement of Work:

(a) All Work Product shall be considered "work made for hire" for Client to the fullest extent permitted by law;

(b) To the extent any Work Product does not qualify as work made for hire, Provider hereby irrevocably assigns to Client all right, title, and interest in and to such Work Product, including all Intellectual Property rights therein;

(c) Provider shall execute all documents and take all actions reasonably requested by Client to perfect Client's ownership of Work Product; and

(d) Provider hereby irrevocably appoints Client as its attorney-in-fact to execute documents on Provider's behalf if Provider fails to do so within ten (10) Business Days of Client's request.

7.4 Provider Materials License. To the extent any Provider Materials are incorporated into Work Product or Deliverables, Provider grants Client a perpetual, irrevocable, worldwide, non-exclusive, royalty-free, fully paid-up license to use, reproduce, modify, distribute, display, and create derivative works of such Provider Materials, solely as part of or in connection with the Work Product or Deliverables.

7.5 Open Source Software.

(a) Provider shall not incorporate any Open Source Software into Work Product or Deliverables without Client's prior written approval.

(b) Provider shall disclose to Client all Open Source Software proposed for incorporation, including the applicable license terms.

(c) Provider shall not incorporate any Open Source Software subject to copyleft licenses (requiring derivative works to be licensed under the same terms) without Client's express written consent.

7.6 Third-Party Materials. If any third-party materials are incorporated into Work Product or Deliverables:

(a) Provider shall identify such materials and their license terms in the applicable Statement of Work or Deliverable documentation;

(b) Provider shall ensure that the license terms permit Client's intended use; and

(c) Client shall be responsible for any license fees for third-party materials identified in the Statement of Work and approved by Client.

7.7 Reserved Rights. Provider reserves the right to use general skills, knowledge, experience, and know-how acquired during performance of the Services, including ideas, concepts, techniques, and methodologies, provided that such use does not disclose Client's Confidential Information or infringe Client's Intellectual Property rights.

7.8 Moral Rights. To the extent permitted by law, Provider waives and agrees not to assert any moral rights or similar rights in Work Product, including rights of attribution, integrity, and disclosure.

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ARTICLE 8: WARRANTIES

8.1 Provider Warranties. Provider represents and warrants that:

(a) Authority. Provider has the full right, power, and authority to enter into this Agreement and to perform its obligations hereunder;

(b) Professional Standards. Services shall be performed in a professional and workmanlike manner by qualified personnel, consistent with industry standards applicable to similar services;

(c) Conformance. Deliverables shall conform to the applicable Acceptance Criteria and specifications set forth in the Statement of Work;

(d) Non-Infringement. To Provider's knowledge, the Work Product and Deliverables, as delivered by Provider and used in accordance with this Agreement, shall not infringe any third party's Intellectual Property rights;

(e) No Malicious Code. Deliverables shall be free of viruses, malware, Trojan horses, spyware, and other malicious code at the time of delivery;

(f) Compliance with Laws. Provider shall comply with all applicable laws, regulations, and industry standards in performing the Services; and

(g) Employment Status. All Provider personnel performing Services are either employees of Provider or independent contractors properly engaged in compliance with applicable employment and tax laws.

8.2 Warranty Period. Provider shall correct, at no additional cost to Client, any Deliverable that fails to meet the warranties in Section 8.1 during the Warranty Period. Client must notify Provider of warranty claims in writing within the Warranty Period, specifying the nature of the non-conformance.

8.3 Warranty Remedies. If Provider fails to correct a warranty defect within thirty (30) days of notice (or such other period as the Parties agree), Client may, at its option:

(a) Require Provider to re-perform the applicable Services at no additional cost;

(b) Engage a third party to correct the defect and recover reasonable costs from Provider; or

(c) Receive a refund of Fees paid for the non-conforming Deliverable or Service.

8.4 Client Warranties. Client represents and warrants that:

(a) Client has the full right, power, and authority to enter into this Agreement and to perform its obligations hereunder;

(b) Client Materials provided to Provider shall not infringe any third party's Intellectual Property rights; and

(c) Client shall use the Services and Deliverables in compliance with applicable laws and regulations.

8.5 Disclaimer. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS ARTICLE 8, PROVIDER MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT. PROVIDER DOES NOT WARRANT THAT SERVICES OR DELIVERABLES WILL BE ERROR-FREE OR UNINTERRUPTED.

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ARTICLE 9: INDEMNIFICATION

9.1 Provider Indemnification. Provider shall indemnify, defend, and hold harmless Client and its Affiliates, and their respective officers, directors, employees, and agents (collectively, "Client Indemnitees") from and against any and all claims, demands, actions, suits, proceedings, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) (collectively, "Losses") arising out of or relating to:

(a) Any claim that the Work Product, Deliverables, or Services, as provided by Provider and used in accordance with this Agreement, infringe any third party's Intellectual Property rights;

(b) Provider's breach of its confidentiality obligations under Article 6;

(c) Provider's violation of applicable laws in performing the Services;

(d) Any claim by Provider's personnel or Subcontractors relating to their engagement by Provider, including claims for wages, benefits, or employment status; or

(e) Personal injury or property damage caused by Provider's negligent acts or omissions or willful misconduct.

9.2 Client Indemnification. Client shall indemnify, defend, and hold harmless Provider and its Affiliates, and their respective officers, directors, employees, and agents (collectively, "Provider Indemnitees") from and against any Losses arising out of or relating to:

(a) Any claim that Client Materials infringe any third party's Intellectual Property rights;

(b) Client's breach of its confidentiality obligations under Article 6;

(c) Client's use of Deliverables or Work Product in violation of applicable laws or in a manner not authorized by this Agreement; or

(d) Personal injury or property damage caused by Client's negligent acts or omissions or willful misconduct.

9.3 Infringement Remedies. If any Work Product or Deliverable becomes, or in Provider's reasonable opinion is likely to become, the subject of an infringement claim, Provider may, at its sole option and expense:

(a) Procure for Client the right to continue using the affected Work Product or Deliverable;

(b) Replace or modify the affected Work Product or Deliverable to make it non-infringing while maintaining substantially equivalent functionality; or

(c) If neither (a) nor (b) is commercially practicable, terminate the applicable Statement of Work and refund Fees paid by Client for the affected Work Product or Deliverable.

9.4 Indemnification Procedures.

(a) The indemnified Party shall provide prompt written notice of any claim for which indemnification is sought; provided that failure to provide prompt notice shall not relieve the indemnifying Party of its obligations except to the extent the indemnifying Party is materially prejudiced by such failure.

(b) The indemnifying Party shall have sole control of the defense and settlement of the claim, provided that: (i) the indemnified Party may participate in the defense at its own expense; and (ii) any settlement that imposes obligations on the indemnified Party (other than payment of money covered by the indemnity) requires the indemnified Party's prior written consent.

(c) The indemnified Party shall provide reasonable cooperation and assistance in the defense of any claim.

9.5 Indemnification Exclusions. Provider's indemnification obligations under Section 9.1(a) shall not apply to claims arising from:

(a) Modifications to Work Product or Deliverables made by Client or third parties without Provider's authorization;

(b) Combination of Work Product or Deliverables with materials not provided by Provider, where the claim would not have arisen but for such combination;

(c) Client's continued use of allegedly infringing materials after receiving notice of the claim and a non-infringing alternative;

(d) Provider's compliance with Client's specifications or instructions that caused the infringement; or

(e) Client's use of Work Product or Deliverables in a manner not authorized by this Agreement.

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ARTICLE 10: LIMITATION OF LIABILITY

10.1 Limitation on Consequential Damages. EXCEPT FOR THE EXCLUSIONS SET FORTH IN SECTION 10.3, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING DAMAGES FOR LOSS OF PROFITS, REVENUE, GOODWILL, DATA, OR BUSINESS OPPORTUNITIES, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF THE LEGAL THEORY UPON WHICH SUCH DAMAGES ARE SOUGHT.

10.2 Limitation on Total Liability. EXCEPT FOR THE EXCLUSIONS SET FORTH IN SECTION 10.3, EACH PARTY'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, SHALL NOT EXCEED THE GREATER OF:

(a) THE TOTAL FEES PAID OR PAYABLE BY CLIENT TO PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR

(b) [________________________________] DOLLARS ($[________]).

10.3 Exclusions from Limitations. The limitations in Sections 10.1 and 10.2 shall not apply to:

(a) A Party's indemnification obligations under Article 9;

(b) A Party's breach of its confidentiality obligations under Article 6;

(c) Provider's infringement of Client's Intellectual Property rights;

(d) Either Party's fraud, gross negligence, or willful misconduct;

(e) Client's obligation to pay Fees and expenses due under this Agreement;

(f) Personal injury or death caused by a Party's negligence; or

(g) Any liability that cannot be limited under applicable Missouri law.

10.4 Essential Purpose. The Parties acknowledge that the limitations and exclusions in this Article 10 reflect a reasonable allocation of risk and are a fundamental basis of the bargain between the Parties. The limitations shall apply even if any limited remedy fails of its essential purpose.

10.5 Multiple Claims. The existence of more than one claim shall not enlarge the limitations in this Article 10.

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ARTICLE 11: INSURANCE REQUIREMENTS

11.1 Required Coverage. During the Term and for a period of two (2) years thereafter, Provider shall maintain the following insurance coverage:

(a) Commercial General Liability: Coverage for bodily injury, property damage, personal injury, and advertising injury with limits of not less than $[________________________________] per occurrence and $[________________________________] in the aggregate;

(b) Professional Liability (Errors and Omissions): Coverage for wrongful acts, errors, and omissions in performing professional services with limits of not less than $[________________________________] per claim and $[________________________________] in the aggregate;

(c) Workers' Compensation: Coverage as required by Missouri law (RSMo Chapter 287), and Employers' Liability with limits of not less than $[________________________________] per accident;

(d) Cyber Liability: Coverage for data breaches, network security failures, and privacy violations with limits of not less than $[________________________________] per claim and $[________________________________] in the aggregate; and

(e) Commercial Automobile Liability: If Provider uses vehicles in performing Services, coverage with limits of not less than $[________________________________] combined single limit.

11.2 Policy Requirements. All required insurance policies shall:

(a) Be issued by insurance companies with an A.M. Best rating of A- or better;

(b) Name Client as an additional insured on Commercial General Liability and Automobile Liability policies;

(c) Include a waiver of subrogation in favor of Client;

(d) Be primary and non-contributory with respect to any insurance or self-insurance maintained by Client; and

(e) Require the insurer to provide at least thirty (30) days' advance written notice to Client of any cancellation, non-renewal, or material change in coverage.

11.3 Certificates of Insurance. Upon request, Provider shall furnish certificates of insurance evidencing the required coverage. Provider shall provide updated certificates upon policy renewal.

11.4 No Limitation on Liability. The insurance requirements in this Article 11 shall not limit Provider's liability under this Agreement, and failure to maintain required insurance shall constitute a material breach.

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ARTICLE 12: COMPLIANCE AND REGULATORY

12.1 Compliance with Laws. Each Party shall comply with all applicable federal, state, and local laws, regulations, and ordinances in performing its obligations under this Agreement, including:

(a) Missouri Merchandising Practices Act (RSMo Chapter 407);

(b) Missouri law governing business entities;

(c) All applicable employment, labor, and occupational safety laws; and

(d) All applicable environmental laws and regulations.

12.2 Anti-Corruption.

(a) Neither Party shall, directly or indirectly, offer, pay, promise to pay, or authorize payment of any money, gift, or anything of value to any government official, political party, or candidate for political office for the purpose of influencing any official act or securing any improper advantage.

(b) Each Party shall comply with the U.S. Foreign Corrupt Practices Act and all applicable anti-corruption laws.

(c) Each Party shall maintain accurate books and records in accordance with generally accepted accounting principles.

12.3 Export Controls.

(a) Each Party shall comply with all applicable export control laws and regulations, including the U.S. Export Administration Regulations and sanctions administered by the Office of Foreign Assets Control.

(b) Provider shall not export or re-export any Deliverables or technical data without appropriate government authorization.

(c) Client represents that it is not listed on any U.S. government list of prohibited or restricted parties.

12.4 Sanctions. Neither Party shall engage in any transaction or dealing with any person or entity that is the target of sanctions administered by the U.S. Department of the Treasury's Office of Foreign Assets Control or other applicable sanctions authority.

12.5 Non-Discrimination. Provider shall not discriminate against any employee or applicant for employment on the basis of race, color, religion, sex, sexual orientation, gender identity, national origin, age, disability, veteran status, or any other protected characteristic under applicable law, including the Missouri Human Rights Act (RSMo Chapter 213).

12.6 Independent Contractor. Provider is an independent contractor and not an employee, partner, joint venturer, or agent of Client. Provider is solely responsible for all employment-related matters concerning its personnel, including compensation, benefits, taxes, and workers' compensation. Nothing in this Agreement creates an employment relationship between Client and any Provider personnel.

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ARTICLE 13: DATA PROTECTION AND PRIVACY

13.1 Data Protection Compliance. Each Party shall comply with all applicable data protection and privacy laws in performing its obligations under this Agreement, including:

(a) Missouri data breach notification law (RSMo Section 407.1500);

(b) Health Insurance Portability and Accountability Act (HIPAA), if applicable;

(c) Children's Online Privacy Protection Act (COPPA), if applicable; and

(d) Any other applicable privacy laws identified in the Statement of Work.

13.2 Personal Information Processing.

(a) If Provider processes Personal Information on behalf of Client, Provider shall:

☐ Process Personal Information only in accordance with Client's documented instructions;

☐ Implement appropriate technical and organizational measures to protect Personal Information;

☐ Ensure that personnel authorized to process Personal Information have committed to confidentiality;

☐ Assist Client in responding to data subject requests;

☐ Notify Client promptly of any data breach involving Personal Information;

☐ Delete or return Personal Information upon termination, as directed by Client; and

☐ Make available information necessary to demonstrate compliance with applicable data protection laws.

(b) If Processing of Personal Information is a material part of the Services, the Parties shall execute a Data Processing Addendum substantially in the form attached as Exhibit C.

13.3 Data Security.

(a) Provider shall implement and maintain reasonable administrative, technical, and physical safeguards designed to protect Client Data against unauthorized access, use, disclosure, alteration, or destruction.

(b) Provider's security measures shall include, at a minimum:

☐ Encryption of Client Data in transit and at rest;

☐ Access controls limiting access to authorized personnel;

☐ Regular security assessments and vulnerability testing;

☐ Employee security awareness training;

☐ Incident response procedures; and

☐ Secure disposal of media containing Client Data.

(c) Provider shall comply with any additional security requirements specified in the applicable Statement of Work.

13.4 Security Breach Notification.

(a) Provider shall notify Client in writing within seventy-two (72) hours of becoming aware of any actual or reasonably suspected security breach involving Client Data.

(b) Such notice shall include: (i) description of the breach; (ii) types of data affected; (iii) measures taken to address the breach; and (iv) contact information for further inquiries.

(c) Provider shall cooperate with Client's investigation and remediation efforts and shall take reasonable steps to mitigate harm.

(d) Missouri law requires notification to affected residents without unreasonable delay following discovery of a breach involving Personal Information (RSMo Section 407.1500).

13.5 Return and Deletion of Data. Upon termination or expiration of this Agreement, or upon Client's earlier written request:

(a) Provider shall return or securely delete all Client Data in its possession within thirty (30) days;

(b) Provider shall certify in writing that all Client Data has been returned or deleted; and

(c) Provider may retain copies only as required by applicable law, subject to continued confidentiality and security obligations.

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ARTICLE 14: DISPUTE RESOLUTION

14.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Missouri, without regard to its conflicts of law principles. The United Nations Convention on Contracts for the International Sale of Goods shall not apply.

14.2 Informal Resolution. Before initiating formal dispute resolution, the Parties shall attempt to resolve any dispute, controversy, or claim arising out of or relating to this Agreement through good faith negotiation. Either Party may initiate informal dispute resolution by providing written notice to the other Party describing the dispute and proposed resolution.

14.3 Executive Escalation. If the Parties are unable to resolve the dispute within fifteen (15) Business Days of the initial notice, the dispute shall be escalated to the designated executives of each Party, who shall meet (in person or by telephone) within ten (10) Business Days to attempt resolution.

14.4 Mediation. If the dispute is not resolved through executive escalation within thirty (30) days of the initial notice, either Party may request non-binding mediation. Mediation shall be conducted in Kansas City, Missouri (or St. Louis, Missouri if agreed by the Parties), by a single mediator mutually agreed upon by the Parties, or if the Parties cannot agree, selected by the American Arbitration Association. The Parties shall share equally the costs of the mediator.

14.5 Arbitration. [SELECT ONE OPTION]

☐ Option A - Binding Arbitration: Any dispute not resolved through mediation shall be finally resolved by binding arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules. The arbitration shall be conducted in [Kansas City/St. Louis], Missouri. The arbitrator shall have authority to award any remedy available under applicable law, including specific performance and injunctive relief. The arbitrator's decision shall be final and binding, and judgment may be entered in any court of competent jurisdiction pursuant to RSMo Chapter 435. Each Party shall bear its own attorneys' fees, and the Parties shall share equally the costs of arbitration.

☐ Option B - Litigation: Any dispute not resolved through mediation shall be resolved exclusively in the state or federal courts located in Jackson County, Missouri (or City of St. Louis, Missouri if agreed by the Parties). Each Party irrevocably submits to the exclusive jurisdiction of such courts and waives any objection to venue therein.

14.6 Jury Trial Waiver. TO THE FULLEST EXTENT PERMITTED BY MISSOURI LAW, EACH PARTY HEREBY KNOWINGLY, VOLUNTARILY, AND IRREVOCABLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT.

14.7 Injunctive Relief. Notwithstanding the foregoing, either Party may seek injunctive or other equitable relief from any court of competent jurisdiction to prevent irreparable harm pending the outcome of dispute resolution, without first exhausting the procedures set forth in this Article 14.

14.8 Continued Performance. Unless this Agreement is terminated, each Party shall continue to perform its obligations hereunder during the pendency of any dispute.

14.9 Statute of Limitations. Any claim arising out of or relating to this Agreement must be brought within the applicable statute of limitations under Missouri law. Missouri applies a ten (10) year statute of limitations for written contracts under RSMo Section 516.110 and a five (5) year statute of limitations for oral contracts under RSMo Section 516.120.

14.10 Attorneys' Fees. In any legal action or proceeding arising out of this Agreement, the prevailing Party shall be entitled to recover its reasonable attorneys' fees and costs from the non-prevailing Party.

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ARTICLE 15: GENERAL PROVISIONS

15.1 Notices. All notices, requests, consents, and other communications required or permitted under this Agreement shall be in writing and shall be deemed given:

(a) When delivered personally;

(b) One (1) Business Day after deposit with a nationally recognized overnight courier;

(c) Three (3) Business Days after mailing by certified mail, return receipt requested, postage prepaid; or

(d) When transmitted by email with confirmation of receipt.

Notices shall be addressed to the Parties at their respective addresses set forth on the first page of this Agreement or to such other address as a Party may designate by notice.

15.2 Assignment.

(a) Neither Party may assign or transfer this Agreement or any rights or obligations hereunder without the prior written consent of the other Party, which consent shall not be unreasonably withheld, conditioned, or delayed.

(b) Notwithstanding the foregoing, either Party may assign this Agreement without consent to an Affiliate or to a successor in connection with a merger, acquisition, or sale of all or substantially all of its assets, provided that the assignee agrees in writing to be bound by the terms of this Agreement and the assigning Party provides written notice to the other Party.

(c) Any purported assignment in violation of this Section 15.2 shall be null and void.

(d) This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns.

15.3 Amendment and Waiver. This Agreement may be amended or modified only by a written instrument executed by authorized representatives of both Parties. No waiver of any provision shall be effective unless in writing and signed by the waiving Party. No failure or delay in exercising any right shall constitute a waiver of such right.

15.4 Severability. If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect. The Parties shall negotiate in good faith to replace any invalid provision with a valid provision that achieves the original intent and economic effect of the invalid provision to the greatest extent possible.

15.5 Entire Agreement. This Agreement, together with all Statements of Work and Exhibits, constitutes the entire agreement between the Parties regarding the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written, between the Parties.

15.6 Force Majeure. Neither Party shall be liable for any failure or delay in performing its obligations (other than payment obligations) due to a Force Majeure Event. The affected Party shall: (a) promptly notify the other Party of the Force Majeure Event and its expected duration; (b) use reasonable efforts to mitigate the effects; and (c) resume performance promptly when the Force Majeure Event ceases. If a Force Majeure Event continues for more than sixty (60) days, either Party may terminate the affected Statement of Work without liability.

15.7 Publicity. Neither Party shall issue any press release or public statement regarding this Agreement without the other Party's prior written consent, except as required by law or regulation. Notwithstanding the foregoing, Provider may include Client's name and a general description of the Services in Provider's client lists and marketing materials, unless Client provides written notice objecting to such use.

15.8 Counterparts and Electronic Signatures. This Agreement may be executed in counterparts, each of which shall be deemed an original. Electronic signatures shall be valid and binding to the same extent as original signatures, in accordance with Missouri's Uniform Electronic Transactions Act (RSMo Chapter 432).

15.9 Construction. This Agreement shall be construed without regard to the Party responsible for its drafting. The headings are for convenience only and shall not affect interpretation. "Including" means "including but not limited to." References to statutes include any amendments or successor statutes.

15.10 No Third-Party Beneficiaries. This Agreement is for the sole benefit of the Parties and their successors and permitted assigns. Nothing in this Agreement confers any rights on any third party, except as expressly provided regarding indemnification.

15.11 Relationship of the Parties. The Parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship between the Parties. Neither Party has authority to bind the other or incur obligations on the other's behalf.

15.12 Compliance with Client Policies. While on Client's premises or accessing Client's systems, Provider personnel shall comply with Client's reasonable policies and procedures, provided that Client has furnished copies of such policies to Provider in advance.

15.13 Time of the Essence. Time is of the essence with respect to all dates and deadlines specified in this Agreement and any Statement of Work.

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ARTICLE 16: SIGNATURES

IN WITNESS WHEREOF, the Parties have executed this Master Services Agreement as of the Effective Date.

CLIENT

Signature: [________________________________]

Printed Name: [________________________________]

Title: [________________________________]

Date: [__/__/____]

PROVIDER

Signature: [________________________________]

Printed Name: [________________________________]

Title: [________________________________]

Date: [__/__/____]

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ARTICLE 17: EXHIBITS

The following Exhibits are attached to and made part of this Agreement:

• Exhibit A: Form of Statement of Work
• Exhibit B: Form of Change Order
• Exhibit C: Data Processing Addendum (if applicable)

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EXHIBIT A: FORM OF STATEMENT OF WORK

STATEMENT OF WORK NO. [____]

Pursuant to Master Services Agreement dated [__/__/____]

Between [________________________________] ("Client") and [________________________________] ("Provider")

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1. PROJECT NAME: [________________________________]

2. EFFECTIVE DATE: [__/__/____]

3. PROJECT DESCRIPTION:
[________________________________]
[________________________________]
[________________________________]

4. SCOPE OF SERVICES:

4.1 Services to be Performed:
☐ [________________________________]
☐ [________________________________]
☐ [________________________________]

4.2 Out of Scope:
☐ [________________________________]
☐ [________________________________]

5. DELIVERABLES AND ACCEPTANCE CRITERIA:

Deliverable	Description	Acceptance Criteria	Due Date
[________]	[________________________________]	[________________________________]	[__/__/____]
[________]	[________________________________]	[________________________________]	[__/__/____]
[________]	[________________________________]	[________________________________]	[__/__/____]

6. PROJECT SCHEDULE:

Milestone	Description	Target Date
[________]	[________________________________]	[__/__/____]
[________]	[________________________________]	[__/__/____]
[________]	[________________________________]	[__/__/____]

7. FEES AND PAYMENT:

7.1 Fee Structure:
☐ Time and Materials at the following rates:
- [Role]: $[________]/hour
- [Role]: $[________]/hour

☐ Fixed Fee: $[________________________________]

☐ Milestone-Based:
- [Milestone]: $[________]
- [Milestone]: $[________]

7.2 Estimated Total (if T&M): $[________________________________]
7.3 Not-to-Exceed Amount (if applicable): $[________________________________]
7.4 Payment Schedule: [________________________________]

8. EXPENSES:
☐ No expenses anticipated
☐ Expenses estimated at: $[________________________________]
☐ Expense cap: $[________________________________]

9. KEY PERSONNEL:

Name	Role	Allocation
[________________________________]	[________________________________]	[____]%
[________________________________]	[________________________________]	[____]%

10. CLIENT RESPONSIBILITIES:
☐ [________________________________]
☐ [________________________________]
☐ [________________________________]

11. ASSUMPTIONS:
☐ [________________________________]
☐ [________________________________]
☐ [________________________________]

12. PROJECT MANAGERS:
- Client Project Manager: [________________________________]
- Provider Project Manager: [________________________________]

13. REVIEW PERIOD: [____] Business Days

14. WARRANTY PERIOD: [____] days from Acceptance

15. SPECIAL TERMS:
[________________________________]
[________________________________]

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SIGNATURES:

CLIENT:

Signature: [________________________________]
Name: [________________________________]
Title: [________________________________]
Date: [__/__/____]

PROVIDER:

Signature: [________________________________]
Name: [________________________________]
Title: [________________________________]
Date: [__/__/____]

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EXHIBIT B: FORM OF CHANGE ORDER

CHANGE ORDER NO. [____]

To Statement of Work No. [____]

Pursuant to Master Services Agreement dated [__/__/____]

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1. REQUESTED BY: ☐ Client ☐ Provider

2. CHANGE ORDER DATE: [__/__/____]

3. DESCRIPTION OF CHANGE:
[________________________________]
[________________________________]
[________________________________]

4. REASON FOR CHANGE:
[________________________________]
[________________________________]

5. IMPACT ASSESSMENT:

5.1 Scope Impact:
☐ No change to scope
☐ Scope addition: [________________________________]
☐ Scope reduction: [________________________________]

5.2 Schedule Impact:
☐ No change to schedule
☐ Schedule extension: [____] days
☐ Schedule reduction: [____] days
☐ New milestone dates: [________________________________]

5.3 Fee Impact:
☐ No change to fees
☐ Fee increase: $[________________________________]
☐ Fee decrease: $[________________________________]
☐ Additional expenses: $[________________________________]

6. MODIFIED DELIVERABLES (if any):

Deliverable	Original	Modified
[________]	[________________________________]	[________________________________]

7. REVISED TOTALS:
- Original SOW Amount: $[________________________________]
- This Change Order: $[________________________________]
- Revised SOW Total: $[________________________________]

8. EFFECT ON OTHER TERMS:
☐ No other changes to SOW or MSA terms
☐ Additional modifications: [________________________________]

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APPROVAL:

CLIENT:

Signature: [________________________________]
Name: [________________________________]
Title: [________________________________]
Date: [__/__/____]

PROVIDER:

Signature: [________________________________]
Name: [________________________________]
Title: [________________________________]
Date: [__/__/____]

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MISSOURI JURISDICTIONAL NOTES

Statute of Limitations: Missouri applies a ten (10) year statute of limitations for written contracts under RSMo Section 516.110 and a five (5) year statute of limitations for oral contracts under RSMo Section 516.120. This is among the longest in the nation for written contracts.

Arbitration: Missouri has adopted the Uniform Arbitration Act under RSMo Chapter 435. Arbitration agreements and awards are generally enforceable, subject to limited statutory grounds for vacatur.

Consumer Protection: The Missouri Merchandising Practices Act (RSMo Chapter 407) prohibits unfair or deceptive acts or practices in trade or commerce. Business-to-business transactions may have more limited protections.

Data Breach Notification: Missouri law (RSMo Section 407.1500) requires notification to affected individuals without unreasonable delay following discovery of a breach involving personal information.

Electronic Signatures: Missouri's Uniform Electronic Transactions Act (RSMo Chapter 432) recognizes electronic signatures and records as legally valid and enforceable.

Jury Trial Waiver: Jury trial waivers in commercial contracts are generally enforceable in Missouri when entered into knowingly and voluntarily by sophisticated parties.

Non-Compete Provisions: Missouri enforces non-compete agreements that are reasonable in scope, duration, and geographic area. Courts apply a reasonableness test considering the employer's legitimate business interests.

Workers' Compensation: Missouri workers' compensation is governed by RSMo Chapter 287. Employers with five or more employees (or those in construction) must carry coverage or qualify as self-insured.

Choice of Law: Missouri courts generally honor contractual choice of law provisions, subject to public policy considerations.

Trade Secrets: Missouri has adopted the Uniform Trade Secrets Act (RSMo Chapter 417), providing protection for confidential business information meeting statutory requirements.

Interest Rate: Missouri's legal interest rate is nine percent (9%) per annum under RSMo Section 408.020 for accounts, unless otherwise agreed by contract.