MASTER SERVICES AGREEMENT

MISSISSIPPI

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

SERVICE PROVIDER:
Name: [________________________________]
Address: [________________________________]
City, State, ZIP: [________________________________]
Entity Type: [________________________________]
State of Formation: [________________________________]
("Provider")

CLIENT:
Name: [________________________________]
Address: [________________________________]
City, State, ZIP: [________________________________]
Entity Type: [________________________________]
State of Formation: [________________________________]
("Client")

Provider and Client are each referred to herein as a "Party" and collectively as the "Parties."

TABLE OF CONTENTS

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

ARTICLE 1: DEFINITIONS

1.1 "Acceptance" means Client's written confirmation that Deliverables conform to the Acceptance Criteria set forth in the applicable Statement of Work.

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 "Acceptance Period" means the period specified in a Statement of Work during which Client may test and evaluate Deliverables for conformance to Acceptance Criteria, which shall be [____] business days unless otherwise specified.

1.4 "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 or equivalent ownership interest.

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

1.6 "Change Order" means a written document executed by both Parties that modifies an existing Statement of Work, including changes to scope, schedule, fees, or Deliverables.

1.7 "Client Data" means all data, information, content, and materials provided by Client to Provider in connection with the Services, including Personal Information.

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

1.9 "Confidential Information" means all non-public information disclosed by one Party to the other Party, whether orally, in writing, or by inspection of tangible objects, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure, as further described in Article 6.

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

1.11 "Documentation" means all user manuals, technical manuals, training materials, specifications, and other written materials relating to the Deliverables or Services.

1.12 "Fees" means all compensation payable by Client to Provider for Services and Deliverables 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 (including hurricanes and tornadoes), war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, strikes, or shortages of transportation, facilities, fuel, energy, labor, or materials.

1.14 "Intellectual Property Rights" means all patents, copyrights, trademarks, trade secrets, trade dress, domain names, mask works, moral rights, rights in databases, and all other intellectual property rights, including all applications, registrations, renewals, and extensions thereof, throughout the world.

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

1.16 "Mississippi Uniform Commercial Code" or "Mississippi UCC" means Mississippi Code Annotated Title 75, as amended from time to time.

1.17 "Open Source Software" means any software that is licensed under any form of open source license, including but not limited to any software licensed under terms that require as a condition of use, modification, or distribution that such software or other software incorporated into, derived from, or distributed with such software be disclosed or distributed in source code form, licensed for the purpose of making derivative works, or redistributable at no charge.

1.18 "Personal Information" means any information relating to an identified or identifiable natural person, as defined under applicable data protection laws.

1.19 "Project Manager" means the individual designated by each Party as the primary point of contact for day-to-day communications regarding the Services.

1.20 "Provider Materials" means all documents, data, know-how, methodologies, software, tools, and other materials developed, acquired, or licensed by Provider prior to or independently of this Agreement.

1.21 "Services" means all professional, consulting, technical, and other services to be performed by Provider for Client as described in this Agreement and applicable Statements of Work.

1.22 "Service Levels" or "SLAs" means the performance standards, metrics, and remedies set forth in a Statement of Work or Service Level Agreement.

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

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

1.25 "Taxes" means all applicable federal, state, and local taxes, levies, duties, and assessments, including Mississippi sales tax, use tax, and similar taxes.

1.26 "Term" means the Initial Term and all Renewal Terms of this Agreement as described in Article 5.

1.27 "Warranty Period" means the period following Acceptance during which Provider warrants the Deliverables, as specified in the applicable Statement of Work or, if not specified, [____] days.

1.28 "Work Product" means all Deliverables, inventions, discoveries, improvements, works of authorship, and other materials created by Provider in the performance of Services under this Agreement.

ARTICLE 2: SCOPE OF SERVICES

2.1 Services. Provider agrees to provide the Services described in each Statement of Work executed by the Parties. All Services shall be performed in accordance with this Agreement and the applicable Statement of Work.

2.2 Performance Standards. Provider shall perform all Services:

☐ In a professional, workmanlike manner consistent with industry standards;

☐ Using personnel with appropriate skills, training, and experience;

☐ In accordance with all applicable laws, regulations, and professional standards;

☐ In compliance with Client's reasonable policies and procedures communicated to Provider in writing;

☐ In accordance with the specifications and requirements set forth in the applicable Statement of Work.

2.3 Project Management. Each Party shall designate a Project Manager within [____] days of executing a Statement of Work. The Project Managers shall:

(a) Serve as the primary points of contact for communications regarding the Services;

(b) Coordinate the activities of their respective organizations;

(c) Attend regular status meetings as agreed by the Parties;

(d) Review and approve Change Orders and other documents as required; and

(e) Promptly escalate issues that cannot be resolved at the project level.

2.4 Key Personnel. Provider shall assign the Key Personnel identified in each Statement of Work to perform Services. Provider shall not remove or replace Key Personnel without Client's prior written consent, except in cases of voluntary resignation, termination for cause, death, or disability. Provider shall use commercially reasonable efforts to provide replacement personnel of comparable skills and experience.

2.5 Subcontractors. Provider may engage Subcontractors to perform portions of the Services, provided that:

(a) Provider obtains Client's prior written consent, which shall not be unreasonably withheld, delayed, or conditioned;

(b) Provider remains fully responsible for the performance of all Services by Subcontractors;

(c) Provider ensures that all Subcontractors are bound by confidentiality and intellectual property obligations at least as protective as those in this Agreement;

(d) Provider ensures that all Subcontractors comply with the terms and conditions of this Agreement; and

(e) Provider maintains a current list of all approved Subcontractors and provides such list to Client upon request.

2.6 Client Responsibilities. Client shall:

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

(b) Designate a Project Manager with authority to make decisions on behalf of Client;

(c) Make timely decisions and provide approvals as required under this Agreement;

(d) Review and respond to Provider's requests, submissions, and Deliverables within the timeframes specified in the applicable Statement of Work;

(e) Ensure that all Client Materials provided to Provider are accurate and complete;

(f) Obtain all necessary licenses, consents, and permissions required for Provider's use of Client Materials; and

(g) Comply with its obligations under each Statement of Work.

2.7 Client Delays. If Client's failure to perform its responsibilities under this Agreement or a Statement of Work delays Provider's performance, Provider shall promptly notify Client in writing. Provider shall be entitled to:

(a) An extension of any affected deadlines equal to the duration of the delay; and

(b) Reimbursement of any additional costs reasonably incurred by Provider as a direct result of such delay.

ARTICLE 3: STATEMENTS OF WORK

3.1 Execution of Statements of Work. Services shall be performed pursuant to Statements of Work executed by both Parties. Each Statement of Work shall be substantially in the form attached as Exhibit A and shall include:

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

(b) The Deliverables to be provided;

(c) The timeline and milestones for performance;

(d) The Fees and payment schedule;

(e) The Acceptance Criteria for Deliverables;

(f) Any Key Personnel assignments;

(g) Any Service Levels and associated remedies; and

(h) Any other terms specific to the engagement.

3.2 Order of Precedence. In the event of a conflict between the terms of this Agreement and a Statement of Work, this Agreement shall control unless the Statement of Work expressly states that it modifies a specific provision of this Agreement.

3.3 Change Orders. Either Party may request changes to an existing Statement of Work by submitting a written Change Order request. No change shall be effective unless documented in a Change Order signed by both Parties. Each Change Order shall specify:

(a) The proposed changes to the Services, Deliverables, schedule, or Fees;

(b) The impact of the proposed changes on the overall project;

(c) Any additional Fees or adjustments to the schedule; and

(d) Any other relevant terms.

3.4 Acceptance Process. Upon delivery of Deliverables, Client shall have the Acceptance Period to review and test the Deliverables for conformance to the Acceptance Criteria. Client shall notify Provider in writing of:

(a) Acceptance of the Deliverables; or

(b) Rejection of the Deliverables, including a detailed description of the nonconformities.

If Client does not provide written notice within the Acceptance Period, the Deliverables shall be deemed accepted. If Client rejects Deliverables, Provider shall correct the nonconformities at no additional cost within [____] days, after which Client shall have an additional [____] days to re-test.

3.5 No Implied Obligations. Provider shall have no obligation to perform any services not expressly set forth in this Agreement or an executed Statement of Work. Purchase orders, acknowledgments, or similar documents issued by Client shall not modify or supplement this Agreement or any Statement of Work.

ARTICLE 4: COMPENSATION AND PAYMENT

4.1 Fees. Client shall pay Provider the Fees set forth in each Statement of Work. Fees may be structured as:

☐ Time and Materials: Based on actual time spent at the rates specified in the Statement of Work;

☐ Fixed Price: A fixed amount for defined Deliverables and Services;

☐ Milestone-Based: Payments upon completion of defined milestones;

☐ Retainer: A recurring fee for ongoing Services; or

☐ Hybrid: A combination of the above structures.

4.2 Rate Schedule. Unless otherwise specified in a Statement of Work, the following rates shall apply:

4.3 Expenses. Client shall reimburse Provider for reasonable, pre-approved out-of-pocket expenses incurred in performing the Services. Provider shall:

(a) Obtain Client's prior written approval for any individual expense exceeding $[____] or total monthly expenses exceeding $[____];

(b) Submit expense reports with itemized receipts within [____] days of the end of each month;

(c) Comply with Client's travel and expense policies as communicated in writing; and

(d) Use commercially reasonable efforts to minimize expenses.

4.4 Invoicing. Provider shall submit invoices to Client as follows:

(a) For time and materials engagements: [☐ Weekly / ☐ Bi-weekly / ☐ Monthly] in arrears;

(b) For fixed price engagements: In accordance with the payment schedule in the Statement of Work;

(c) For milestone-based engagements: Upon completion and Acceptance of each milestone.

Each invoice shall include a detailed description of Services performed, hours worked (if applicable), Deliverables provided, expenses incurred, and applicable Taxes.

4.5 Payment Terms. Client shall pay all undisputed invoices within [____] days of receipt. Payments shall be made in U.S. dollars by:

☐ Check to the address specified in this Agreement;

☐ Wire transfer to Provider's designated account;

☐ ACH transfer to Provider's designated account; or

☐ Other method agreed in writing by the Parties.

4.6 Late Payments. Any undisputed amounts not paid when due shall bear interest at the lesser of:

(a) One and one-half percent (1.5%) per month; or

(b) The maximum rate permitted under Mississippi law.

Provider may suspend performance upon [____] days' written notice if undisputed amounts remain unpaid for more than [____] days after the due date.

4.7 Invoice Disputes. Client shall notify Provider in writing of any disputed invoice amounts within [____] days of receipt, specifying the nature and basis of the dispute. The Parties shall work in good faith to resolve any disputes. Client shall pay all undisputed amounts while disputes are pending.

4.8 Taxes. All Fees are exclusive of Taxes. Client shall be responsible for all applicable Taxes, excluding taxes based on Provider's net income. Provider shall collect Mississippi sales tax on taxable Services unless Client provides a valid Mississippi Sales Tax Exemption Certificate. If Provider is required to collect or remit other Taxes, such Taxes shall be invoiced to Client and paid in accordance with this Article 4.

4.9 Audit Rights. For time and materials engagements, Client may audit Provider's time records and expense documentation upon [____] days' prior written notice, no more than once per calendar year, during Provider's normal business hours. If an audit reveals an overcharge of more than five percent (5%), Provider shall reimburse Client for the reasonable cost of the audit.

ARTICLE 5: TERM AND TERMINATION

5.1 Initial Term. This Agreement shall commence on the Effective Date and continue for a period of [____] years (the "Initial Term"), unless earlier terminated in accordance with this Article 5.

5.2 Renewal. Upon expiration of the Initial Term, this Agreement shall:

☐ Automatically renew for successive [____]-year periods (each a "Renewal Term") unless either Party provides written notice of non-renewal at least [____] days prior to the end of the then-current term; or

☐ Expire unless the Parties execute a written renewal agreement.

5.3 Termination for Convenience. Either Party may terminate this Agreement or any Statement of Work for convenience upon [____] days' prior written notice to the other Party. Upon such termination, Client shall pay Provider for:

(a) All Services performed and Deliverables delivered through the effective date of termination;

(b) All non-cancellable expenses and commitments reasonably incurred by Provider prior to receipt of the termination notice; and

(c) Any termination fees specified in the applicable Statement of Work.

5.4 Termination for Cause. Either Party may terminate this Agreement or any Statement of Work immediately upon written notice if the other Party:

(a) Materially breaches this Agreement and fails to cure such breach within [____] days after receiving written notice specifying the breach; or

(b) Becomes insolvent, makes an assignment for the benefit of creditors, or becomes subject to bankruptcy, receivership, or similar proceedings.

5.5 Termination for Non-Payment. Provider may terminate this Agreement or any Statement of Work upon [____] days' written notice if Client fails to pay undisputed amounts when due and such failure continues for [____] days after Provider's written notice of non-payment.

5.6 Effect of Termination. Upon termination or expiration of this Agreement:

(a) All outstanding Statements of Work shall terminate unless otherwise agreed in writing;

(b) Each Party shall return or destroy, at the disclosing Party's election, all Confidential Information of the other Party;

(c) Provider shall deliver to Client all completed Work Product and work-in-progress;

(d) Client shall pay all amounts due for Services performed through the termination date;

(e) The following provisions shall survive: Article 1 (Definitions), Article 6 (Confidentiality), Article 7 (Intellectual Property Rights), Article 8 (Representations and Warranties, to the extent applicable to previously delivered Deliverables), Article 9 (Indemnification), Article 10 (Limitation of Liability), Article 13 (Dispute Resolution), and Article 14 (General Provisions).

5.7 Transition Assistance. Upon Client's request, Provider shall provide reasonable transition assistance for a period of up to [____] days following termination or expiration to facilitate the orderly transfer of Services to Client or a successor provider. Such transition assistance shall be provided at Provider's then-current rates.

ARTICLE 6: CONFIDENTIALITY

6.1 Definition of Confidential Information. "Confidential Information" means all non-public information disclosed by either Party (the "Disclosing Party") to the other Party (the "Receiving Party"), whether orally, in writing, or electronically, including but not limited to:

(a) Business information, including business plans, strategies, financial information, pricing, customer lists, and marketing plans;

(b) Technical information, including software, algorithms, designs, specifications, architecture, and documentation;

(c) Client Data;

(d) The terms and conditions of this Agreement; and

(e) Any information marked as "Confidential" or with a similar designation.

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 prior to disclosure, without restriction on disclosure;

(c) Is rightfully obtained 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; or

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

6.3 Obligations. The Receiving Party shall:

(a) Use the Disclosing Party's Confidential Information solely for purposes of performing its obligations or exercising its rights under this Agreement;

(b) Protect the Disclosing Party's Confidential Information using at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care;

(c) Limit access to Confidential Information to those employees, contractors, and advisors who have a need to know and are bound by confidentiality obligations at least as protective as those in this Agreement;

(d) Not disclose Confidential Information to any third party without the Disclosing Party's prior written consent; and

(e) Promptly notify the Disclosing Party of any unauthorized access, use, or disclosure of Confidential Information.

6.4 Compelled Disclosure. If the Receiving Party is compelled by law, regulation, or legal process to disclose Confidential Information, the Receiving Party shall:

(a) Provide the Disclosing Party with prompt written notice, to the extent permitted by law, to allow the Disclosing Party to seek a protective order or other remedy;

(b) Reasonably cooperate with the Disclosing Party's efforts to obtain protective treatment;

(c) Disclose only the minimum Confidential Information required to comply with the legal obligation; and

(d) Use reasonable efforts to obtain assurances that confidential treatment will be given to the disclosed information.

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

(a) Return all Confidential Information and all copies thereof to the Disclosing Party; or

(b) Destroy all Confidential Information and certify such destruction in writing.

The Receiving Party may retain Confidential Information to the extent required by applicable law or regulation, provided that such retained information remains subject to the confidentiality obligations of this Agreement.

6.6 Duration. The obligations under this Article 6 shall continue for a period of [____] years following the termination or expiration 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 applicable law, including Miss. Code Ann. § 75-26-1 et seq.

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

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 Party any rights in its Background IP except as expressly set forth in this Agreement.

7.2 Provider Materials. Provider retains all right, title, and interest in and to Provider Materials. Subject to Client's payment of all Fees, Provider grants Client a non-exclusive, perpetual, irrevocable, royalty-free, worldwide license to use Provider Materials solely to the extent incorporated into or necessary to use the Deliverables for Client's internal business purposes.

7.3 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 as necessary to perform the Services during the Term.

7.4 Work Product Ownership. Select one:

☐ Option A - Client Ownership: All Work Product shall be considered "work made for hire" as defined in the U.S. Copyright Act, 17 U.S.C. § 101 et seq. 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. Provider shall execute all documents and take all actions reasonably requested by Client to effectuate this assignment.

☐ Option B - Provider Ownership with License: Provider retains all right, title, and interest in and to the Work Product. Subject to Client's payment of all Fees, Provider grants Client a non-exclusive, perpetual, irrevocable, royalty-free, worldwide license to use, reproduce, modify, distribute, publicly display, and create derivative works of the Work Product for Client's internal business purposes.

7.5 Moral Rights. To the extent permitted by applicable law, Provider waives and agrees not to assert any moral rights or similar rights with respect to the Work Product.

7.6 Open Source Software. Provider shall not incorporate any Open Source Software into the Deliverables without Client's prior written consent. Before requesting consent, Provider shall disclose:

(a) The Open Source Software to be incorporated;

(b) The applicable license terms; and

(c) Any impact on Client's ability to use, modify, or distribute the Deliverables.

If Open Source Software is approved and incorporated, Provider shall provide Client with all required notices and ensure compliance with the applicable license terms.

7.7 Third-Party Materials. Provider shall not incorporate any third-party materials into the Deliverables without Client's prior written consent. If third-party materials are incorporated, Provider shall ensure that Client receives all necessary licenses and rights to use such materials as part of the Deliverables.

7.8 Residual Knowledge. Notwithstanding the foregoing, each Party may use the general knowledge, skills, experience, ideas, concepts, and techniques acquired during the performance of this Agreement in the course of its business, provided that such use does not involve the disclosure of the other Party's Confidential Information or the infringement of any Intellectual Property Rights.

ARTICLE 8: REPRESENTATIONS AND WARRANTIES

8.1 Mutual Representations and Warranties. Each Party represents and warrants to the other Party that:

(a) It is duly organized, validly existing, and in good standing under the laws of its jurisdiction of organization;

(b) It has all requisite power and authority to enter into this Agreement and perform its obligations hereunder;

(c) The execution, delivery, and performance of this Agreement has been duly authorized by all necessary corporate or organizational action;

(d) This Agreement constitutes a valid and binding obligation enforceable in accordance with its terms;

(e) Its performance of this Agreement will not violate any agreement, law, regulation, or court order applicable to it; and

(f) There is no litigation, proceeding, or investigation pending or threatened that would have a material adverse effect on its ability to perform its obligations under this Agreement.

8.2 Provider Warranties. Provider represents and warrants that:

(a) The Services shall be performed in a professional, workmanlike manner by qualified personnel in accordance with industry standards;

(b) The Deliverables shall conform to the Acceptance Criteria specified in the applicable Statement of Work;

(c) During the Warranty Period, the Deliverables shall be free from material defects in design, materials, and workmanship;

(d) The Deliverables and Services, as delivered, shall not infringe or misappropriate any Intellectual Property Rights of any third party;

(e) The Deliverables shall not contain any viruses, malware, spyware, or other malicious code;

(f) Provider has obtained or will obtain all necessary rights, licenses, and permissions to perform the Services and provide the Deliverables;

(g) All Provider personnel assigned to perform Services shall be legally authorized to work in the United States;

(h) Provider shall comply with all applicable laws and regulations in performing the Services; and

(i) Provider shall maintain accurate and complete records of Services performed.

8.3 Warranty Remedies. If any Deliverable fails to conform to the warranties in Section 8.2 during the Warranty Period, Provider shall, at its own expense:

(a) Re-perform any nonconforming Services;

(b) Repair or replace any nonconforming Deliverables; or

(c) If Provider is unable to remedy the nonconformity within [____] days, refund the Fees paid for the nonconforming Services or Deliverables.

8.4 Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, NEITHER PARTY MAKES ANY WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT. PROVIDER DOES NOT WARRANT THAT THE SERVICES OR DELIVERABLES WILL BE ERROR-FREE OR UNINTERRUPTED.

ARTICLE 9: INDEMNIFICATION

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

(a) Any claim that the Deliverables or Services, as delivered by Provider, infringe or misappropriate any Intellectual Property Rights of any third party;

(b) Any claim arising from Provider's breach of this Agreement;

(c) Any claim arising from Provider's gross negligence or willful misconduct;

(d) Any claim arising from Provider's violation of applicable law; and

(e) Any claim for bodily injury, death, or property damage caused by Provider's acts or omissions.

9.2 IP Infringement Remedies. If any Deliverable becomes, or in Provider's reasonable judgment is likely to become, the subject of an infringement claim, Provider shall, at its expense:

(a) Procure for Client the right to continue using the Deliverable;

(b) Modify the Deliverable to make it non-infringing while maintaining substantially equivalent functionality; or

(c) Replace the Deliverable with a non-infringing equivalent.

If none of the foregoing options is commercially practicable, Provider shall refund the Fees paid for the infringing Deliverable and this Agreement may be terminated with respect to such Deliverable without liability.

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

(a) Client Materials, including any claim that Client Materials infringe or misappropriate any Intellectual Property Rights of any third party;

(b) Client's use of the Deliverables in violation of this Agreement or applicable law;

(c) Client's gross negligence or willful misconduct; and

(d) Any instructions or specifications provided by Client that cause the Deliverables or Services to infringe or misappropriate any third-party rights.

9.4 Indemnification Procedures. The indemnification obligations set forth in this Article 9 are subject to the following procedures:

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

(b) The indemnifying Party shall have the right to assume sole control of the defense and settlement of any claim, using counsel reasonably acceptable to the indemnified Party;

(c) The indemnified Party may participate in the defense at its own expense;

(d) The indemnified Party shall cooperate reasonably with the indemnifying Party in the defense of the claim;

(e) The indemnifying Party shall not settle any claim in a manner that imposes any liability, obligation, or admission of fault on the indemnified Party without the indemnified Party's prior written consent; and

(f) The indemnified Party shall not settle any claim without the indemnifying Party's prior written consent.

ARTICLE 10: LIMITATION OF LIABILITY

10.1 Limitation of Damages. EXCEPT FOR A PARTY'S OBLIGATIONS UNDER ARTICLE 9 (INDEMNIFICATION), BREACHES OF ARTICLE 6 (CONFIDENTIALITY), VIOLATIONS OF ARTICLE 7 (INTELLECTUAL PROPERTY RIGHTS), FRAUD, GROSS NEGLIGENCE, OR WILLFUL MISCONDUCT, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10.2 Limitation of Liability. EXCEPT FOR A PARTY'S OBLIGATIONS UNDER ARTICLE 9 (INDEMNIFICATION), BREACHES OF ARTICLE 6 (CONFIDENTIALITY), VIOLATIONS OF ARTICLE 7 (INTELLECTUAL PROPERTY RIGHTS), CLIENT'S PAYMENT OBLIGATIONS, FRAUD, GROSS NEGLIGENCE, OR WILLFUL MISCONDUCT, EACH PARTY'S TOTAL AGGREGATE LIABILITY TO THE OTHER PARTY FOR ANY AND ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT 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 Essential Basis. The Parties acknowledge that the limitations of liability in this Article 10 reflect an allocation of risk between the Parties and form an essential basis of the bargain between them. The Parties would not have entered into this Agreement without these limitations.

10.4 Mississippi Law. The limitations set forth in this Article 10 are subject to applicable Mississippi law. To the extent any limitation is found to be unenforceable under Mississippi law, the Parties agree that such limitation shall be modified to the minimum extent necessary to make it enforceable.

ARTICLE 11: INSURANCE REQUIREMENTS

11.1 Required Coverage. During the Term and for a period of [____] years thereafter, Provider shall maintain the following insurance coverage:

☐ Commercial General Liability Insurance: Coverage of at least $[____] per occurrence and $[____] in the aggregate for bodily injury, personal injury, and property damage;

☐ Professional Liability / Errors and Omissions Insurance: Coverage of at least $[____] per claim and $[____] in the aggregate;

☐ Workers' Compensation Insurance: As required by applicable Mississippi law;

☐ Employer's Liability Insurance: Coverage of at least $[____] per accident;

☐ Cyber Liability / Technology Errors and Omissions Insurance: Coverage of at least $[____] per claim and $[____] in the aggregate; and

☐ Commercial Automobile Liability Insurance: Coverage of at least $[____] combined single limit (if Provider uses vehicles in connection with the Services).

11.2 Policy Requirements. All insurance policies shall:

(a) Be issued by insurers with an A.M. Best rating of A- or better, and authorized to do business in Mississippi;

(b) Be primary and non-contributory;

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

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

(e) Provide for at least [____] days' prior written notice to Client of cancellation, non-renewal, or material change; and

(f) Include coverage for Provider's Subcontractors or require Subcontractors to maintain equivalent coverage.

11.3 Certificates of Insurance. Upon Client's request, Provider shall furnish certificates of insurance evidencing the required coverage. Provider shall provide updated certificates upon renewal of any policy during the Term.

11.4 No Limitation of Liability. The insurance requirements in this Article 11 shall not limit Provider's liability under this Agreement or any Statement of Work.

ARTICLE 12: COMPLIANCE WITH LAWS

12.1 General Compliance. Each Party shall comply with all applicable federal, state, and local laws, regulations, and ordinances in performing its obligations under this Agreement, including but not limited to:

(a) Employment and labor laws;

(b) Anti-discrimination laws;

(c) Health and safety regulations;

(d) Environmental laws;

(e) Data protection and privacy laws; and

(f) Export control and economic sanctions laws.

12.2 Data Protection. To the extent Provider processes Personal Information on behalf of Client:

(a) Provider shall process Personal Information only as necessary to perform the Services and in accordance with Client's documented instructions;

(b) Provider shall implement appropriate technical and organizational measures to protect Personal Information against unauthorized access, use, or disclosure;

(c) Provider shall assist Client in responding to data subject requests and regulatory inquiries;

(d) Provider shall notify Client within [____] hours of becoming aware of any actual or suspected data breach affecting Client's Personal Information;

(e) Provider shall return or delete Personal Information upon termination of the applicable Services, at Client's election; and

(f) If required by the nature of the Services, the Parties shall execute a Data Processing Agreement substantially in the form attached as Exhibit B.

12.3 Anti-Corruption. Each Party represents and warrants that it shall not, directly or indirectly:

(a) Make, offer, promise, or authorize any payment or transfer of anything of value to any government official, political party, or candidate for the purpose of influencing any official action or decision;

(b) Violate any applicable anti-corruption law, including the U.S. Foreign Corrupt Practices Act; or

(c) Engage in any commercial bribery or kickback scheme.

12.4 Economic Sanctions. Each Party represents and warrants that:

(a) It is not located in, organized under the laws of, or owned or controlled by any person located in any country subject to comprehensive U.S. economic sanctions;

(b) It is not a person or entity identified on any U.S. government restricted party list; and

(c) It shall not use any Deliverables or Services in violation of any applicable economic sanctions or export control laws.

12.5 Audit Rights. Client may audit Provider's compliance with this Article 12 upon [____] days' prior written notice, no more than once per calendar year, during Provider's normal business hours. Provider shall cooperate with such audits and provide reasonable access to relevant records and personnel.

ARTICLE 13: DISPUTE RESOLUTION

13.1 Informal Resolution. The Parties shall attempt to resolve any dispute arising out of or relating to this Agreement through good-faith negotiations. Either Party may initiate the dispute resolution process by providing written notice to the other Party describing the dispute. The Parties' Project Managers shall meet within [____] business days of such notice to attempt to resolve the dispute.

13.2 Escalation. If the Project Managers are unable to resolve the dispute within [____] days, the dispute shall be escalated to each Party's designated executive. The executives shall meet within [____] business days and attempt to resolve the dispute in good faith.

13.3 Mediation. If the executives are unable to resolve the dispute within [____] days, either Party may initiate non-binding mediation. The mediation shall be conducted by a mutually agreed mediator in [________________________________], Mississippi. The Parties shall share equally the costs of mediation.

13.4 Litigation. If the dispute is not resolved through mediation within [____] days of commencement, either Party may pursue its legal remedies. Any litigation arising out of or relating to this Agreement shall be brought exclusively in the state or federal courts located in [________________________________] County, Mississippi. Each Party consents to the exclusive jurisdiction and venue of such courts.

13.5 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Mississippi, without regard to its conflicts of law principles. The Uniform Commercial Code as adopted in Mississippi (Miss. Code Ann. Title 75) shall apply to the extent the Services involve the sale of goods.

13.6 Statute of Limitations. Any action arising out of or relating to this Agreement must be commenced within the applicable limitations period under Mississippi law. For service contracts not involving the sale of goods, the general statute of limitations is three (3) years pursuant to Miss. Code Ann. § 15-1-49. For contracts involving the sale of goods under the UCC, the statute of limitations is six (6) years pursuant to Miss. Code Ann. § 75-2-725.

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

13.8 Prevailing Party. In any action to enforce this Agreement, the prevailing Party shall be entitled to recover its reasonable attorneys' fees and costs from the non-prevailing Party, as permitted by Mississippi law and court rules.

13.9 Equitable Relief. Notwithstanding the foregoing, either Party may seek injunctive or other equitable relief at any time to prevent irreparable harm pending the outcome of the dispute resolution process.

ARTICLE 14: GENERAL PROVISIONS

14.1 Entire Agreement. This Agreement, together with all Exhibits, Statements of Work, and Change Orders, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, representations, and understandings, whether oral or written.

14.2 Amendments. This Agreement may not be amended or modified except by a written instrument signed by both Parties. No waiver of any provision shall be effective unless in writing and signed by the waiving Party.

14.3 Assignment. Neither Party may assign this Agreement or any of its rights or obligations hereunder without the prior written consent of the other Party, except that either Party may assign this Agreement without consent:

(a) To an Affiliate; or

(b) In connection with a merger, acquisition, or sale of all or substantially all of its assets.

Any assignment in violation of this Section shall be void. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns.

14.4 Notices. All notices under this Agreement shall be in writing and delivered by:

(a) Personal delivery;

(b) Nationally recognized overnight courier;

(c) Certified mail, return receipt requested; or

(d) Email (with confirmation of receipt for notices of termination or breach).

Notices shall be deemed received: upon delivery if personally delivered; the next business day if sent by overnight courier; three (3) business days after mailing if sent by certified mail; or upon confirmed receipt if sent by email.

Notices shall be sent to the addresses set forth in this Agreement or to such other address as a Party may designate in writing.

14.5 Force Majeure. Neither Party shall be liable for any delay or failure to perform its obligations (other than payment obligations) due to a Force Majeure Event, including hurricanes, tornadoes, and severe weather affecting Mississippi. The affected Party shall:

(a) Provide prompt written notice to the other Party of the Force Majeure Event;

(b) Use commercially reasonable efforts to mitigate the effects of the Force Majeure Event; and

(c) Resume performance as soon as reasonably practicable.

If a Force Majeure Event continues for more than [____] days, either Party may terminate this Agreement or the affected Statement of Work upon written notice.

14.6 Independent Contractors. The Parties are independent contractors. Nothing in this Agreement shall be construed to create a partnership, joint venture, agency, or employment relationship between the Parties. Neither Party has the authority to bind the other or to incur any obligation on the other's behalf.

14.7 Non-Solicitation. During the Term and for [____] months thereafter, neither Party shall, without the other Party's prior written consent, directly or indirectly solicit for employment any employee of the other Party who was involved in the performance of Services. This restriction shall not apply to general advertising or recruitment efforts not specifically targeted at the other Party's employees.

14.8 Severability. If any provision of this Agreement is held to be invalid, illegal, or unenforceable, such provision shall be modified to the minimum extent necessary to make it valid, legal, and enforceable. If such modification is not possible, such provision shall be severed from this Agreement, and the remaining provisions shall continue in full force and effect.

14.9 Waiver. The failure of either Party to enforce any provision of this Agreement shall not constitute a waiver of such provision or the right to enforce it at a later time. A waiver of any breach shall not be deemed a waiver of any subsequent breach.

14.10 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Electronic signatures shall be deemed original signatures for all purposes.

14.11 Interpretation. The headings in this Agreement are for convenience only and shall not affect its interpretation. The terms "include" and "including" shall be deemed to be followed by "without limitation." The terms "herein," "hereof," and similar terms refer to this Agreement as a whole.

14.12 No Third-Party Beneficiaries. This Agreement is for the sole benefit of the Parties and their respective successors and permitted assigns. Nothing in this Agreement shall confer any rights or remedies on any third party.

14.13 Publicity. Neither Party shall issue any press release or public announcement regarding this Agreement without the other Party's prior written consent, except as required by law or regulation.

14.14 Records Retention. Each Party shall maintain accurate and complete records relating to its performance under this Agreement for a period of [____] years following termination or expiration, or such longer period as required by applicable law.

ARTICLE 15: SIGNATURES

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

PROVIDER:

Signature: [________________________________]

Printed Name: [________________________________]

Title: [________________________________]

Date: [__/__/____]

CLIENT:

Signature: [________________________________]

Printed Name: [________________________________]

Title: [________________________________]

Date: [__/__/____]

EXHIBIT A: FORM OF STATEMENT OF WORK

STATEMENT OF WORK NO. [____]

This Statement of Work No. [____] ("SOW") is entered into as of [__/__/____] pursuant to the Master Services Agreement dated [__/__/____] between [________________________________] ("Provider") and [________________________________] ("Client").

1. PROJECT DESCRIPTION

[________________________________]

2. SCOPE OF SERVICES

☐ [________________________________]

☐ [________________________________]

☐ [________________________________]

3. DELIVERABLES

4. ACCEPTANCE CRITERIA

[________________________________]

5. PROJECT SCHEDULE AND MILESTONES

6. FEES AND PAYMENT

☐ Time and Materials: [________________________________]

☐ Fixed Price: $[________________________________]

☐ Milestone Payments: [________________________________]

7. EXPENSES

☐ Expenses included in Fees

☐ Expenses reimbursable subject to pre-approval over $[____]

8. KEY PERSONNEL

9. PROJECT MANAGERS

Provider Project Manager: [________________________________]

Client Project Manager: [________________________________]

10. ASSUMPTIONS AND DEPENDENCIES

[________________________________]

11. ADDITIONAL TERMS

[________________________________]

SIGNATURES:

PROVIDER:

Signature: [________________________________]

Printed Name: [________________________________]

Title: [________________________________]

Date: [__/__/____]

CLIENT:

Signature: [________________________________]

Printed Name: [________________________________]

Title: [________________________________]

Date: [__/__/____]

EXHIBIT B: DATA PROCESSING AGREEMENT

(To be attached if Services involve processing of Personal Information)

EXHIBIT C: SERVICE LEVEL AGREEMENT

(To be attached if Services include ongoing support or hosting)

EXHIBIT D: SECURITY REQUIREMENTS

(To be attached if specific security requirements apply)

This template is provided for informational purposes only and does not constitute legal advice. This document should be reviewed and customized by a qualified attorney licensed in Mississippi before use.