MASTER SERVICES AGREEMENT

STATE OF NEVADA

MASTER SERVICES AGREEMENT

This Master Services Agreement (this "Agreement") is entered into as of [__/__/____] (the "Effective Date") by and between:

PROVIDER:
Name: [________________________________]
Address: [________________________________]
City, State ZIP: [________________________________]
State of Organization: [________________________________]
Entity Type: ☐ Corporation ☐ LLC ☐ Partnership ☐ Sole Proprietorship

CLIENT:
Name: [________________________________]
Address: [________________________________]
City, State ZIP: [________________________________]
State of Organization: [________________________________]
Entity Type: ☐ Corporation ☐ LLC ☐ Partnership ☐ Sole Proprietorship

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

TABLE OF CONTENTS

1. Definitions
2. Scope of Services
3. Statements of Work
4. Service Levels
5. Change Orders
6. Client Obligations
7. Compensation and Payment
8. Term and Termination
9. Confidential Information
10. Intellectual Property Rights
11. Data Protection and Privacy
12. Representations and Warranties
13. Indemnification
14. Limitation of Liability
15. Insurance
16. Compliance with Laws
17. Dispute Resolution
18. General Provisions
19. Signatures

Exhibit A: Form of Statement of Work
Exhibit B: Form of Change Order

ARTICLE 1: DEFINITIONS

1.1 "Acceptance" means Client's written approval of a Deliverable confirming it conforms to the applicable Acceptance Criteria, or deemed acceptance as provided herein.

1.2 "Acceptance Criteria" means the specifications, requirements, and standards that a Deliverable must meet, as set forth in the applicable SOW.

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 or equivalent voting interest.

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

1.5 "Change Order" means a written document executed by both Parties that modifies the scope, schedule, fees, or other terms of an SOW, substantially in the form of Exhibit B.

1.6 "Client Data" means all data, information, content, and materials provided by or on behalf of Client to Provider in connection with the Services, including Personal Data.

1.7 "Client Materials" means all materials, documentation, specifications, designs, data, and other content provided by Client for use in the performance of the Services.

1.8 "Confidential Information" has the meaning set forth in Article 9.

1.9 "Deliverables" means all work product, materials, documents, software, code, reports, analyses, designs, and other tangible items to be delivered by Provider to Client as specified in an SOW.

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

1.11 "Fees" means the compensation payable to Provider for the Services as specified in the applicable SOW.

1.12 "Force Majeure Event" has the meaning set forth in Section 18.9.

1.13 "Intellectual Property Rights" means all patents, copyrights, trademarks, trade secrets, and other intellectual property rights recognized under the laws of any jurisdiction, including Nevada and federal law.

1.14 "Key Personnel" means Provider personnel identified by name in an SOW as essential to performance.

1.15 "NRS" means the Nevada Revised Statutes.

1.16 "Open Source Software" means software subject to a license that requires, as a condition of use, modification, or distribution, that such software or derivative works be disclosed or distributed in source code form, licensed for making derivative works, or redistributed free of charge.

1.17 "Personal Data" means information that identifies, relates to, describes, or could reasonably be linked, directly or indirectly, with a particular individual, including data protected under NRS Chapter 603A.

1.18 "Professional Standards" means the degree of care, skill, and diligence that a reasonably prudent professional in the same discipline would exercise under similar circumstances.

1.19 "Provider Materials" means Provider's pre-existing materials, tools, methodologies, frameworks, templates, and know-how used in performing the Services.

1.20 "Security Incident" means any unauthorized access to, acquisition of, or disclosure of Client Data or Confidential Information.

1.21 "Services" means the professional services, consulting, development, implementation, support, or other services to be performed by Provider as described in this Agreement and the applicable SOW.

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

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

1.24 "Term" has the meaning set forth in Section 8.1.

1.25 "Trade Secret" has the meaning given under NRS Section 600A.030 (Nevada Uniform Trade Secrets Act).

1.26 "Warranty Period" means the period specified in an SOW during which Provider warrants that Deliverables will conform to Acceptance Criteria, or if not specified, ninety (90) days after Acceptance.

ARTICLE 2: SCOPE OF SERVICES

2.1 Services. Provider agrees to perform the Services described in each SOW executed by the Parties in accordance with the terms of this Agreement. This Agreement establishes the general terms and conditions governing all SOWs.

2.2 Order of Precedence. In the event of any conflict or inconsistency among the documents comprising this Agreement, the following order of precedence shall apply (from highest to lowest priority):

(a) Amendments to this Agreement (in reverse chronological order);
(b) The main body of this Agreement;
(c) Change Orders (in reverse chronological order);
(d) Statements of Work (in reverse chronological order);
(e) Exhibits and Schedules.

2.3 No Implied Obligations. Provider has no obligation to perform any services not expressly described in an executed SOW. Any services requested by Client that are outside the scope of an existing SOW shall require a new SOW or Change Order.

2.4 Professional Standards. Provider shall perform all Services in accordance with Professional Standards and in compliance with all applicable laws, regulations, and industry standards.

2.5 Authorization. Each SOW shall be effective only when signed by authorized representatives of both Parties. Purchase orders or similar documents issued by Client shall not modify the terms of this Agreement or any SOW unless expressly accepted in writing by Provider.

ARTICLE 3: STATEMENTS OF WORK

3.1 SOW Requirements. Each SOW shall include the following information, as applicable:

(a) Description of Services to be performed;
(b) Deliverables and Acceptance Criteria;
(c) Project timeline, milestones, and delivery schedule;
(d) Fees, payment schedule, and expense policy;
(e) Client obligations and dependencies;
(f) Key Personnel assignments;
(g) Service levels and performance metrics;
(h) Location of service performance;
(i) Special terms or conditions;
(j) Signatures of authorized representatives.

3.2 Delivery and Acceptance.

(a) Provider shall deliver Deliverables to Client in accordance with the schedule in the applicable SOW.

(b) Client shall review each Deliverable and notify Provider in writing within ten (10) business days of delivery (or such other period specified in the SOW) whether the Deliverable is accepted or rejected.

(c) If Client rejects a Deliverable, Client shall provide specific, detailed reasons for rejection based on the Acceptance Criteria.

(d) Provider shall correct rejected Deliverables and resubmit within a reasonable time.

(e) If Client fails to provide written notice of acceptance or rejection within the review period, the Deliverable shall be deemed accepted.

3.3 Multiple SOWs. The Parties may execute multiple SOWs under this Agreement, each of which shall be incorporated into and governed by this Agreement.

ARTICLE 4: SERVICE LEVELS

4.1 Service Level Agreements. If specified in an SOW, Provider shall perform the Services in accordance with the service levels set forth therein ("SLAs").

4.2 Service Level Credits. If Provider fails to meet any SLA, Client shall be entitled to service credits as specified in the applicable SOW. Service credits shall be Client's sole and exclusive remedy for Provider's failure to meet SLAs, except in cases of chronic or repeated failures.

4.3 Chronic Failures. If Provider fails to meet the same SLA for three (3) or more consecutive months, or any SLA for five (5) or more months in any twelve (12) month period, Client may terminate the affected SOW upon thirty (30) days written notice without penalty.

4.4 Measurement and Reporting. Provider shall measure and report on SLA performance as specified in the applicable SOW, or if not specified, on a monthly basis.

4.5 Exclusions. SLA failures caused by Client's acts or omissions, Force Majeure Events, scheduled maintenance, or third-party systems outside Provider's reasonable control shall not count against Provider's SLA performance.

ARTICLE 5: CHANGE ORDERS

5.1 Change Request Process. Either Party may request changes to an SOW by submitting a written change request describing the proposed modification.

5.2 Impact Assessment. Within ten (10) business days of receiving a change request, Provider shall provide Client with a written assessment describing the impact on scope, schedule, Fees, and other terms.

5.3 Change Order Execution. No change to an SOW shall be effective unless documented in a Change Order signed by authorized representatives of both Parties.

5.4 Work Pending Approval. Provider shall not be obligated to perform changed or additional work until a Change Order is fully executed, unless Client authorizes work in writing pending execution.

5.5 Disputes. If the Parties cannot agree on the terms of a proposed Change Order, Provider shall continue performing Services under the existing SOW terms while the dispute is resolved pursuant to Article 17.

ARTICLE 6: CLIENT OBLIGATIONS

6.1 Cooperation. Client shall provide reasonable cooperation and assistance to Provider, including:

(a) Timely access to Client personnel with appropriate knowledge and authority;
(b) Access to Client's facilities, systems, and environments as needed;
(c) Provision of Client Materials and information necessary for the Services;
(d) Timely decisions, approvals, and feedback;
(e) Third-party consents, licenses, and permissions required for the Services.

6.2 Project Manager. Client shall designate a project manager with authority to make day-to-day decisions regarding the Services. Client's project manager shall be responsible for coordinating Client's obligations under this Agreement.

6.3 Response Times. Client shall respond to Provider's reasonable requests for information, decisions, or approvals within five (5) business days, or such other period specified in the applicable SOW.

6.4 Accuracy of Information. Client represents that all Client Materials and information provided to Provider shall be accurate and complete in all material respects.

6.5 Delay Impact. If Client's failure to perform its obligations delays Provider's performance, Provider shall be entitled to:

(a) An equitable extension of affected deadlines;
(b) Compensation for additional costs incurred due to the delay;
(c) Upon thirty (30) days written notice of Client's continuing failure, termination of the affected SOW.

6.6 Access and Security. Client shall be responsible for providing Provider with necessary access credentials, maintaining security of its systems, and ensuring that Client personnel comply with reasonable security procedures.

ARTICLE 7: COMPENSATION AND PAYMENT

7.1 Fees. Client shall pay Provider the Fees specified in each SOW. Fees may be structured as:

☐ Time and Materials: Based on actual hours worked at the rates specified in the SOW, plus approved expenses.

☐ Fixed Price: A fixed amount for completion of specified Services or Deliverables.

☐ Milestone-Based: Payments tied to completion and acceptance of specified milestones.

☐ Retainer: A recurring fee for ongoing services during the specified period.

☐ Hybrid: A combination of the above structures as specified in the SOW.

7.2 Rate Schedule. Provider's standard rates are set forth in each SOW. Provider may adjust rates annually upon sixty (60) days written notice, provided that rate increases during any SOW term shall not exceed five percent (5%) per year.

7.3 Expenses. Client shall reimburse Provider for reasonable, pre-approved, out-of-pocket expenses incurred in performing the Services, including travel, lodging, and meals. Expenses shall be reimbursed at actual cost with supporting documentation.

7.4 Invoicing. Provider shall invoice Client:

☐ Monthly in arrears for time and materials engagements;
☐ Upon completion of milestones for milestone-based engagements;
☐ As specified in the applicable SOW.

7.5 Payment Terms. Client shall pay undisputed invoices within thirty (30) days of receipt. Payments shall be made in U.S. dollars by check or electronic transfer to the account specified by Provider.

7.6 Late Payments. Overdue amounts shall bear interest at the rate of one percent (1.0%) per month, or the prime rate plus two percent (2%), whichever is less, in accordance with Nevada law.

7.7 Invoice Disputes. Client shall notify Provider in writing of any disputed invoice amounts within fifteen (15) days of receipt, specifying the reasons for the dispute. Client shall pay undisputed amounts when due while the Parties resolve disputed amounts.

7.8 Taxes. All Fees are exclusive of taxes. Client shall pay all applicable sales, use, value-added, and similar taxes, excluding taxes based on Provider's net income. Nevada does not impose a state income tax. If Client is tax-exempt, Client shall provide a valid exemption certificate.

7.9 Suspension for Non-Payment. If Client fails to pay undisputed amounts within fifteen (15) days after written notice of non-payment, Provider may suspend performance until payment is received. Such suspension shall not constitute breach by Provider.

ARTICLE 8: TERM AND TERMINATION

8.1 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. Thereafter, 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 sixty (60) days prior to the end of the then-current term. The Initial Term and any Renewal Terms are collectively referred to as the "Term."

8.2 SOW Term. Each SOW shall specify its own term. SOWs may extend beyond the Term of this Agreement, in which case the terms of this Agreement shall continue to govern such SOWs.

8.3 Termination for Cause. Either Party may terminate this Agreement or any SOW for cause if:

(a) The other Party commits a material breach that remains uncured thirty (30) days after written notice specifying the breach;

(b) The other Party becomes insolvent, files for bankruptcy, has a receiver appointed, or makes an assignment for the benefit of creditors;

(c) The other Party ceases to conduct business in the normal course.

8.4 Termination for Convenience.

(a) Client may terminate any SOW for convenience upon thirty (30) days written notice, subject to payment obligations in Section 8.6.

(b) Either Party may terminate this Agreement for convenience upon ninety (90) days written notice, provided that all outstanding SOWs shall continue until completed or separately terminated.

8.5 Effect of Termination. Upon termination or expiration of this Agreement or any SOW:

(a) Provider shall cease performing Services under the terminated SOW(s);
(b) Client shall pay all Fees earned and expenses incurred through the effective date;
(c) Each Party shall return or destroy the other Party's Confidential Information;
(d) Provisions that by their nature should survive shall survive termination.

8.6 Termination Payment. Upon termination for convenience by Client:

(a) For time and materials engagements, Client shall pay for all hours worked through the termination date;

(b) For fixed-price engagements, Client shall pay a pro-rata amount based on work completed, plus reasonable wind-down costs;

(c) Client shall reimburse Provider for non-cancellable commitments made in reliance on the SOW.

8.7 Transition Assistance. Upon request, Provider shall provide reasonable transition assistance for up to ninety (90) days following termination, at Provider's then-current rates.

8.8 Survival. The following provisions shall survive termination or expiration: Article 1 (Definitions), Article 9 (Confidential Information), Article 10 (Intellectual Property Rights), Article 11 (Data Protection), Article 13 (Indemnification), Article 14 (Limitation of Liability), Article 17 (Dispute Resolution), and Article 18 (General Provisions).

ARTICLE 9: CONFIDENTIAL INFORMATION

9.1 Definition. "Confidential Information" means any non-public information disclosed by one Party (the "Disclosing Party") to the other Party (the "Receiving Party") that is designated as confidential or that, given the nature of the information or circumstances of disclosure, reasonably should be understood to be confidential. Confidential Information includes:

(a) Business plans, strategies, and financial information;
(b) Customer and vendor lists and information;
(c) Technical data, know-how, and trade secrets;
(d) Software, algorithms, and source code;
(e) Product plans, designs, and specifications;
(f) The terms and pricing of this Agreement.

9.2 Exclusions. Confidential Information does not include information that:

(a) Is or becomes publicly available without breach of this Agreement;
(b) Was known to the Receiving Party before disclosure without confidentiality restriction;
(c) Is received from a third party without breach of any confidentiality obligation;
(d) Is independently developed by the Receiving Party without use of Confidential Information.

9.3 Protection Obligations. The Receiving Party shall:

(a) Use Confidential Information only for purposes of this Agreement;
(b) Protect Confidential Information using at least the same degree of care used to protect its own confidential information, but not less than reasonable care;
(c) Limit disclosure to personnel and Subcontractors who need to know and are bound by confidentiality obligations at least as protective as these;
(d) Not disclose Confidential Information to third parties without prior written consent.

9.4 Compelled Disclosure. If the Receiving Party is compelled by law or legal process to disclose Confidential Information, it shall provide prompt notice to the Disclosing Party (to the extent legally permitted) and cooperate in seeking a protective order.

9.5 Return or Destruction. Upon termination or expiration of this Agreement, or upon written request, the Receiving Party shall return or destroy all Confidential Information and certify such destruction in writing, except for copies retained in routine backup systems or as required by law.

9.6 Duration. Confidentiality obligations shall continue for five (5) years after termination or expiration of this Agreement, except that obligations regarding trade secrets shall continue for as long as such information remains a Trade Secret under NRS Section 600A.030.

9.7 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 relief without posting bond.

ARTICLE 10: INTELLECTUAL PROPERTY RIGHTS

10.1 Background IP. Each Party retains all rights in its Background IP. Neither Party grants any rights in its Background IP except as expressly provided herein.

10.2 Client Materials. Client retains all rights in Client Materials. Client grants Provider a limited, non-exclusive license to use Client Materials solely as necessary to perform the Services.

10.3 Deliverables Ownership. Ownership of Deliverables shall be as specified in the applicable SOW. If not specified:

☐ Option A - Work Made for Hire/Assignment: All Deliverables created by Provider specifically for Client shall be considered "works made for hire" to the extent permitted by law. To the extent any Deliverable does not qualify as a work made for hire, Provider hereby assigns to Client all right, title, and interest in such Deliverable, including all Intellectual Property Rights. Provider shall execute any documents reasonably requested to perfect Client's ownership.

☐ Option B - License to Client: Provider retains ownership of all Deliverables and grants Client a perpetual, non-exclusive, royalty-free, worldwide license to use, copy, modify, and create derivative works of the Deliverables for Client's internal business purposes.

10.4 Provider Materials. Provider retains all rights in Provider Materials. To the extent Provider Materials are incorporated into or necessary to use any Deliverable, Provider grants Client a perpetual, non-exclusive, royalty-free, worldwide license to use such Provider Materials solely as part of or in connection with the Deliverable.

10.5 Open Source Software. Provider shall not incorporate any Open Source Software into Deliverables without Client's prior written consent. Provider shall disclose all Open Source Software proposed for use and the applicable license terms.

10.6 Feedback. If Client provides suggestions, ideas, or feedback regarding the Services or Deliverables ("Feedback"), Provider may use such Feedback without restriction or compensation.

10.7 Moral Rights. To the extent permitted by law, Provider waives any moral rights in the Deliverables, including rights of attribution and integrity.

10.8 Third-Party Materials. Any third-party materials incorporated into Deliverables shall be identified in the applicable SOW, along with applicable license terms.

ARTICLE 11: DATA PROTECTION AND PRIVACY

11.1 Processing Personal Data. If Provider processes Personal Data on behalf of Client, Provider shall:

(a) Process Personal Data only as necessary to perform the Services and in accordance with Client's documented instructions;
(b) Ensure that personnel processing Personal Data are bound by confidentiality obligations;
(c) Implement appropriate technical and organizational security measures;
(d) Notify Client without undue delay upon becoming aware of a Security Incident;
(e) Assist Client in responding to data subject requests and regulatory inquiries;
(f) Delete or return Personal Data upon termination, at Client's election.

11.2 Nevada Personal Information Security Law Compliance. Provider shall comply with NRS Chapter 603A (Security and Privacy of Personal Information), including:

(a) Implementing and maintaining reasonable security measures to protect Personal Data as required by NRS 603A.210;
(b) Notifying affected Nevada residents without unreasonable delay following discovery of a Security Incident as required by NRS 603A.220;
(c) Notifying the Nevada Attorney General if the breach affects more than 500 Nevada residents;
(d) Complying with consumer opt-out requests for the sale of covered information under NRS 603A.340;
(e) Cooperating with Client in any required notifications.

11.3 Data Security. Provider shall implement and maintain administrative, technical, and physical safeguards designed to protect Client Data, including:

(a) Encryption of data in transit and at rest;
(b) Access controls and authentication mechanisms;
(c) Regular security assessments and vulnerability testing;
(d) Employee security awareness training;
(e) Incident response procedures.

11.4 Security Incident Response. In the event of a Security Incident:

(a) Provider shall notify Client within forty-eight (48) hours of discovery;
(b) Provider shall investigate the incident and provide Client with relevant information;
(c) Provider shall cooperate with Client's investigation and remediation efforts;
(d) Provider shall take reasonable steps to mitigate the effects of the incident.

11.5 Sale of Personal Information. Provider shall not sell Personal Data as defined under NRS 603A.340 without Client's prior written consent and compliance with applicable opt-out requirements.

11.6 Subprocessors. Provider shall not engage Subcontractors to process Personal Data without Client's prior written consent. Provider shall ensure that Subcontractors are bound by data protection obligations consistent with this Article.

11.7 Data Location. Provider shall process and store Client Data only in locations approved by Client, as specified in the applicable SOW or Data Processing Addendum.

11.8 Audit Rights. Upon reasonable notice, Client may audit Provider's compliance with this Article, or request that Provider provide an independent third-party audit report.

ARTICLE 12: REPRESENTATIONS AND WARRANTIES

12.1 Mutual Representations. Each Party represents and warrants that:

(a) It is duly organized, validly existing, and in good standing under the laws of its jurisdiction of organization;
(b) It has full power and authority to enter into and perform this Agreement;
(c) The execution and performance of this Agreement does not violate any other agreement to which it is a party;
(d) This Agreement constitutes a legal, valid, and binding obligation.

12.2 Provider Warranties. Provider represents and warrants that:

(a) Professional Services: Services shall be performed in a professional and workmanlike manner in accordance with Professional Standards;

(b) Conformance: Deliverables shall conform to the Acceptance Criteria and specifications in the applicable SOW for the Warranty Period;

(c) Non-Infringement: The Services and Deliverables, as delivered, shall not infringe any third-party Intellectual Property Rights;

(d) No Malware: Deliverables shall be free from viruses, malware, and other harmful code;

(e) Personnel: Provider personnel performing Services shall have the skills, training, and experience necessary for their assigned responsibilities;

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

(g) Authority to License: Provider has sufficient rights to grant the licenses contemplated by this Agreement.

12.3 Client Warranties. Client represents and warrants that:

(a) Client has the right to provide Client Materials to Provider;
(b) Use of Client Materials as contemplated will not infringe third-party rights;
(c) Client shall comply with applicable laws in using the Services and Deliverables.

12.4 Warranty Remedies. If Provider breaches any warranty:

(a) Provider shall, at its option, re-perform the non-conforming Services or repair or replace the non-conforming Deliverable at no additional cost;

(b) If Provider cannot cure the breach within thirty (30) days, Client may terminate the affected SOW and receive a refund of Fees paid for the non-conforming Services or Deliverables.

12.5 Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, PROVIDER MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. PROVIDER DOES NOT WARRANT THAT SERVICES OR DELIVERABLES WILL BE ERROR-FREE OR UNINTERRUPTED.

ARTICLE 13: INDEMNIFICATION

13.1 Provider Indemnification. Provider shall defend, indemnify, and hold harmless Client and its officers, directors, employees, and agents from and against any third-party claims, damages, losses, and expenses (including reasonable attorneys' fees) arising from:

(a) Provider's infringement of third-party Intellectual Property Rights through the Services or Deliverables as delivered;

(b) Provider's gross negligence or willful misconduct in performing the Services;

(c) Provider's violation of applicable laws;

(d) Personal injury or property damage caused by Provider's personnel;

(e) Provider's breach of confidentiality obligations.

13.2 Client Indemnification. Client shall defend, indemnify, and hold harmless Provider and its officers, directors, employees, and agents from and against any third-party claims, damages, losses, and expenses (including reasonable attorneys' fees) arising from:

(a) Client Materials infringing third-party Intellectual Property Rights;

(b) Client's instructions that cause Provider to violate applicable laws;

(c) Client's use of Deliverables in a manner not authorized by this Agreement;

(d) Client's gross negligence or willful misconduct.

13.3 Infringement Remedies. If any Deliverable is held to infringe, or Provider reasonably believes it may infringe, third-party Intellectual Property Rights, Provider shall, at its option and expense:

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

(b) Modify the Deliverable to be non-infringing while maintaining equivalent functionality;

(c) Replace the Deliverable with a non-infringing alternative; or

(d) If none of the foregoing is commercially practicable, terminate the affected SOW and refund Fees paid for the infringing Deliverable.

13.4 Indemnification Procedures. The indemnified Party shall:

(a) Provide prompt written notice of any claim;

(b) Grant the indemnifying Party sole control of the defense and settlement;

(c) Provide reasonable cooperation and assistance;

(d) Not settle any claim without the indemnifying Party's consent.

13.5 Exclusions. Provider shall have no indemnification obligation for claims arising from:

(a) Modifications made by Client without Provider's approval;
(b) Combination with materials not provided or approved by Provider;
(c) Client's failure to use updates that would have avoided infringement;
(d) Client's specifications that caused the infringement.

ARTICLE 14: LIMITATION OF LIABILITY

14.1 Limitation of Damages. EXCEPT FOR EXCLUDED CLAIMS, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS OPPORTUNITIES, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR WHETHER A PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

14.2 Liability Cap. EXCEPT FOR EXCLUDED CLAIMS, EACH PARTY'S TOTAL AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE GREATER OF:

(a) The total Fees paid or payable by Client under the applicable SOW during the twelve (12) months preceding the claim; or

(b) One Hundred Thousand Dollars ($100,000).

14.3 Excluded Claims. The limitations in Sections 14.1 and 14.2 shall not apply to:

(a) Indemnification obligations under Article 13;
(b) Breach of confidentiality obligations under Article 9;
(c) Infringement of Intellectual Property Rights;
(d) Gross negligence or willful misconduct;
(e) Provider's breach of data protection obligations under Article 11;
(f) Fraud or intentional misrepresentation;
(g) Personal injury or death caused by negligence;
(h) Payment obligations for Services performed.

14.4 Essential Purpose. THE PARTIES ACKNOWLEDGE THAT THE LIMITATIONS IN THIS ARTICLE REFLECT AN INFORMED, VOLUNTARY ALLOCATION OF RISK AND ARE AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

14.5 Nevada Law. This Article shall be interpreted in accordance with Nevada law, including principles of comparative negligence under NRS Chapter 41 as applicable.

ARTICLE 15: INSURANCE

15.1 Required Coverage. Provider shall maintain the following insurance coverage during the Term:

(a) Commercial General Liability: Not less than $1,000,000 per occurrence and $2,000,000 aggregate for bodily injury and property damage;

(b) Professional Liability / Errors and Omissions: Not less than $1,000,000 per claim and $2,000,000 aggregate;

(c) Workers' Compensation: As required by Nevada law under NRS Chapter 616A;

(d) Cyber Liability: Not less than $1,000,000 per claim covering data breaches and privacy liability;

(e) Employer's Liability: Not less than $500,000 per occurrence.

15.2 Additional Requirements. Provider's insurance shall:

(a) Be issued by carriers with an A.M. Best rating of A- or better;
(b) Name Client as additional insured on general liability and cyber liability policies;
(c) Include a waiver of subrogation in favor of Client;
(d) Provide thirty (30) days written notice of cancellation or material change.

15.3 Certificates. Provider shall provide certificates of insurance upon request and upon each policy renewal.

15.4 No Limitation. Insurance coverage shall not limit Provider's liability or obligations under this Agreement.

ARTICLE 16: COMPLIANCE WITH LAWS

16.1 General Compliance. Each Party shall comply with all applicable federal, state, and local laws, rules, and regulations in performing its obligations under this Agreement.

16.2 Anti-Corruption. Neither Party shall, in connection with this Agreement:

(a) Offer, pay, or authorize payment of any bribe, kickback, or corrupt payment;
(b) Violate the U.S. Foreign Corrupt Practices Act or similar laws;
(c) Make any facilitation payment.

16.3 Trade Compliance. Each Party shall comply with all applicable export control laws, sanctions, and trade restrictions. Provider shall not export or transfer Deliverables to prohibited countries, entities, or individuals.

16.4 Equal Employment. Provider shall comply with all applicable employment laws, including NRS Chapter 613 (Employment Practices), Title VII of the Civil Rights Act, and Executive Order 11246, as applicable.

16.5 Independent Contractor Classification. Provider shall properly classify personnel performing Services as employees or independent contractors in accordance with Nevada law and NRS Chapter 608.

16.6 Gaming Compliance. If Services are provided to or involve Nevada gaming establishments, Provider shall comply with applicable gaming regulations under NRS Title 41 and Nevada Gaming Commission requirements.

16.7 Business License Requirements. Provider shall maintain all business licenses required under Nevada law, including any local business licenses required for operations in specific Nevada jurisdictions.

ARTICLE 17: DISPUTE RESOLUTION

17.1 Informal Resolution. Before initiating formal dispute resolution, the Parties shall attempt to resolve disputes informally through good-faith negotiation. Either Party may initiate the informal process by providing written notice describing the dispute.

17.2 Executive Escalation. If the Parties cannot resolve the dispute within fifteen (15) business days, the matter shall be escalated to designated executives of each Party, who shall meet within ten (10) business days to attempt resolution.

17.3 Mediation. If executive escalation does not resolve the dispute within thirty (30) days, either Party may initiate mediation by providing written notice. Mediation shall be conducted in Clark County, Nevada, in accordance with the mediation rules of the American Arbitration Association. Costs shall be shared equally.

17.4 Arbitration or Litigation. If mediation does not resolve the dispute within sixty (60) days:

☐ Option A - Arbitration: The dispute shall be resolved by binding arbitration in Clark County, Nevada, in accordance with the Commercial Arbitration Rules of the American Arbitration Association and the Nevada Uniform Arbitration Act (NRS Section 38.206 et seq.). The arbitration shall be conducted by one (1) arbitrator selected by mutual agreement or by AAA procedures. The arbitrator's decision shall be final and binding, and judgment may be entered in any court of competent jurisdiction.

☐ Option B - Litigation: Either Party may pursue litigation in accordance with Section 17.5.

17.5 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Nevada, without regard to conflict of laws principles that would require application of another jurisdiction's laws.

17.6 Jurisdiction and Venue. The Parties submit to the exclusive jurisdiction of the state and federal courts located in Clark County, Nevada, for any disputes arising under this Agreement. Each Party waives any objection to venue in such courts.

17.7 Jury Trial Waiver. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY WAIVES ITS RIGHT TO A JURY TRIAL FOR ANY DISPUTE ARISING OUT OF OR RELATED TO THIS AGREEMENT.

17.8 Equitable Relief. Notwithstanding the foregoing, either Party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its Confidential Information or Intellectual Property Rights.

17.9 Continued Performance. During any dispute, the Parties shall continue performing their obligations under this Agreement to the extent not affected by the dispute.

17.10 Attorneys' Fees. In any legal proceeding arising from this Agreement, the prevailing Party shall be entitled to recover reasonable attorneys' fees and costs from the non-prevailing Party in accordance with NRS Section 18.010.

17.11 Statute of Limitations. Any action arising under this Agreement must be commenced within six (6) years after the cause of action accrues, in accordance with NRS Section 11.190.

ARTICLE 18: GENERAL PROVISIONS

18.1 Assignment. Neither Party may assign this Agreement without the other Party's prior written consent, except that either Party may assign this Agreement to an Affiliate or in connection with a merger, acquisition, or sale of substantially all of its assets, provided the assignee assumes all obligations under this Agreement.

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

(a) Provider remains responsible for Subcontractor performance;
(b) Subcontractors are bound by confidentiality and data protection obligations at least as protective as those in this Agreement;
(c) Key Personnel identified in an SOW shall not be replaced with Subcontractors without Client's consent.

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

(a) Personal delivery;
(b) Certified mail, return receipt requested;
(c) Overnight courier; or
(d) Email with confirmation of receipt.

Notices shall be addressed to the addresses set forth above or such other address as a Party may designate.

18.4 Entire Agreement. This Agreement, including all SOWs, Exhibits, and Change Orders, constitutes the entire agreement between the Parties and supersedes all prior negotiations, representations, and agreements relating to the subject matter hereof.

18.5 Amendments. This Agreement may be amended only by a written instrument signed by authorized representatives of both Parties.

18.6 Waiver. No waiver of any right under this Agreement shall be effective unless in writing. No waiver of any breach shall constitute a waiver of any other or subsequent breach.

18.7 Severability. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. The invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable.

18.8 Independent Contractors. The Parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship. Neither Party has authority to bind the other.

18.9 Force Majeure. Neither Party shall be liable for delays or failures in performance resulting from circumstances beyond its reasonable control, including acts of God, war, terrorism, pandemics, government actions, natural disasters, wildfires, extreme heat events, labor disputes, or infrastructure failures ("Force Majeure Events"). The affected Party shall provide prompt notice and use reasonable efforts to mitigate the impact.

18.10 Publicity. Neither Party shall use the other Party's name, logo, or trademarks in marketing materials without prior written consent, except that Provider may include Client's name in a general client list.

18.11 Third-Party Beneficiaries. This Agreement is for the benefit of the Parties and does not create rights in any third party.

18.12 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original.

18.13 Electronic Signatures. Electronic signatures are valid and binding in accordance with NRS Chapter 719 (Uniform Electronic Transactions Act).

18.14 Construction. This Agreement shall be construed without regard to the Party that drafted it. Headings are for convenience only.

18.15 Cumulative Remedies. Remedies under this Agreement are cumulative and do not exclude other remedies available at law or in equity.

18.16 Language. This Agreement is executed in the English language, which shall control in the event of any translation.

ARTICLE 19: 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 ("SOW") is entered into pursuant to the Master Services Agreement dated [__/__/____] (the "Agreement") between [________________________________] ("Provider") and [________________________________] ("Client").

1. PROJECT OVERVIEW

Project Name: [________________________________]

Description: [________________________________]

2. SCOPE OF SERVICES

[________________________________]

3. DELIVERABLES

4. PROJECT TIMELINE

Start Date: [__/__/____]
End Date: [__/__/____]

5. FEES AND PAYMENT

Fee Structure: ☐ Time and Materials ☐ Fixed Price ☐ Milestone-Based

Total Estimated/Fixed Fee: $[________________________________]

Rate Schedule (if T&M):
| Role | Hourly Rate |
|------|-------------|
| [________________________________] | $[____]/hour |
| [________________________________] | $[____]/hour |

Payment Schedule:
[________________________________]

6. KEY PERSONNEL

7. CLIENT OBLIGATIONS

[________________________________]

8. SERVICE LEVELS (if applicable)

9. ASSUMPTIONS AND DEPENDENCIES

[________________________________]

10. SPECIAL TERMS

[________________________________]

11. DELIVERABLE OWNERSHIP

☐ Option A: Work Made for Hire/Assignment to Client
☐ Option B: License to Client

SIGNATURES

PROVIDER:

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

CLIENT:

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

EXHIBIT B: FORM OF CHANGE ORDER

CHANGE ORDER NO. [____]

To SOW No. [____] dated [__/__/____]

This Change Order is entered into pursuant to the Master Services Agreement dated [__/__/____] between [________________________________] ("Provider") and [________________________________] ("Client").

1. DESCRIPTION OF CHANGE

[________________________________]

2. REASON FOR CHANGE

[________________________________]

3. IMPACT ON SCOPE

[________________________________]

4. IMPACT ON SCHEDULE

Original Completion Date: [__/__/____]
Revised Completion Date: [__/__/____]

5. IMPACT ON FEES

Original Fee: $[________________________________]
Change Amount: $[________________________________]
Revised Fee: $[________________________________]

6. IMPACT ON DELIVERABLES

☐ New Deliverables Added: [________________________________]
☐ Deliverables Modified: [________________________________]
☐ Deliverables Removed: [________________________________]

7. OTHER CHANGES

[________________________________]

8. APPROVAL

All other terms of the SOW and Agreement remain unchanged except as modified by this Change Order.

PROVIDER:

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

CLIENT:

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

NEVADA JURISDICTIONAL NOTES

Statute of Limitations: Nevada has a six (6) year statute of limitations for breach of written contracts under NRS Section 11.190.

Interest Rate: Nevada permits contractual interest rates. The legal rate of interest is the prime rate plus two percent (2%) under NRS Section 99.040. Commercial parties may agree to higher rates.

No State Income Tax: Nevada does not impose a state income tax on individuals or corporations, which may be relevant for fee structures and tax gross-up provisions.

Personal Information Security: NRS Chapter 603A establishes requirements for data security and breach notification. The statute includes requirements for businesses to implement reasonable security measures and notify affected individuals of breaches.

Sale of Personal Information: NRS 603A.340 provides consumers with the right to opt out of the sale of their personal information, which may affect data processing provisions.

Trade Secrets: The Nevada Uniform Trade Secrets Act (NRS Chapter 600A) provides protection for trade secrets and allows for injunctive relief and damages for misappropriation.

Electronic Signatures: Nevada has adopted the Uniform Electronic Transactions Act (UETA) under NRS Chapter 719, recognizing electronic signatures as legally valid.

Workers' Compensation: Nevada requires workers' compensation coverage for employees under NRS Chapter 616A. Providers should ensure proper coverage for personnel.

Arbitration: The Nevada Uniform Arbitration Act (NRS Section 38.206 et seq.) governs arbitration agreements and proceedings in Nevada.

Gaming Industry: Nevada has extensive gaming regulations under NRS Title 41. Service agreements involving gaming establishments may require compliance with Nevada Gaming Commission requirements and potential licensure.

Venue: Clark County (Las Vegas) is the most common venue for commercial disputes, with Washoe County (Reno) also being frequently selected.

Business-Friendly Environment: Nevada is known for its business-friendly legal environment, including strong protections for business entities and favorable corporate laws.

Modified Comparative Negligence: Nevada follows a modified comparative negligence system under NRS Chapter 41, which may affect indemnification and liability provisions.

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