Master Services Agreement (Ohio)

MASTER SERVICES AGREEMENT

OHIO BUSINESS-TO-BUSINESS SERVICES

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

Provider and Client are each a Party and together the Parties.

1. USE AND DEAL CHECKLIST

Complete this checklist before drafting a Statement of Work (SOW). Do not sign
until every selected option is reflected consistently in the Agreement and SOW.

2. DEFINITIONS

2.1 Acceptance Criteria means the objective specifications, tests, and
requirements stated in an SOW for a Deliverable.

2.2 Background Materials means materials, tools, methods, software,
documentation, data, and know-how owned or controlled by a Party before the
applicable SOW or developed outside that SOW without use of the other Party's
Confidential Information.

2.3 Change Order means a written modification to an SOW signed by authorized
representatives of both Parties.

2.4 Client Data means data or content supplied by or for Client, or collected
for Client, in connection with the Services.

2.5 Client Materials means Client's Background Materials and other items
Client provides for use in the Services.

2.6 Confidential Information has the meaning in Section 9.

2.7 Deliverable means an item that an SOW expressly requires Provider to
deliver to Client.

2.8 Fees means the amounts payable under an SOW or Change Order.

2.9 Project Materials means materials created by Provider specifically in
performing an SOW, excluding Provider Background Materials and third-party
materials.

2.10 Provider Materials means Provider's Background Materials.

2.11 Security Incident means an actual unauthorized acquisition of, access
to, use of, or disclosure of Client Data in Provider's custody or control. This
is a contractual definition and does not replace any definition imposed by law.

2.12 Services means the services described in an executed SOW.

2.13 SOW means a Statement of Work signed by authorized representatives of
both Parties under this Agreement.

2.14 Subcontractor means a third party Provider engages to perform a material
part of the Services.

3. AGREEMENT STRUCTURE AND SCOPE

3.1 Engagement. Client engages Provider to perform, and Provider agrees to
perform, the Services in each executed SOW.

3.2 No Work Without SOW. Provider is not required to begin work until the
applicable SOW is signed. Emails, estimates, purchase orders, tickets, and oral
requests do not add scope unless incorporated into a signed SOW or Change Order.

3.3 SOW Contents. Each SOW should identify:

• Services and excluded work;
• Deliverables and Acceptance Criteria;
• milestones, dependencies, and dates;
• personnel and work locations;
• Fees, expenses, invoice timing, and payment milestones;
• Client responsibilities;
• security, privacy, and access requirements;
• ownership and license treatment;
• service levels and credits, if any;
• termination or transition terms that differ from this Agreement; and
• any clause of this Agreement the SOW is intended to override.

3.4 Order of Precedence. If documents conflict, the following order applies:

1. a signed amendment to this Agreement, newest first;
2. this Agreement;
3. a signed Change Order, newest first;
4. the applicable SOW; and
5. an exhibit or attachment.

An SOW or Change Order overrides this Agreement only when it identifies the
specific section and expressly states the intended override.

3.5 Standard of Performance. Provider shall perform the Services using
personnel with suitable skills and in accordance with the applicable SOW,
Acceptance Criteria, and agreed project procedures.

4. PROJECT GOVERNANCE AND CHANGES

4.1 Representatives. Each Party shall appoint a representative authorized to
make routine project decisions. A representative may not amend this Agreement,
an SOW, or Fees unless the Party separately authorizes that person in writing.

4.2 Status. Provider shall report status [weekly / biweekly / monthly] and
promptly identify material risks, delays, decisions, and dependencies.

4.3 Change Request. Either Party may submit a written request describing the
proposed change and its reason. Provider shall state the expected effect on
scope, Deliverables, schedule, Fees, assumptions, and resources within [____]
business days.

4.4 No Implied Change. Provider shall continue the existing scope while a
change is evaluated unless the Parties agree in writing that continued work is
unsafe, impossible, or commercially unreasonable.

4.5 Signed Change Order. No scope, deadline, or Fee change is effective until
authorized representatives sign a Change Order.

5. DELIVERY AND ACCEPTANCE

5.1 Delivery. Provider shall deliver each Deliverable by the method and date
in the SOW.

5.2 Review Period. Client shall have [____] business days after delivery to:

☐ accept the Deliverable in writing; or

☐ reject it in writing by identifying each unmet Acceptance Criterion with
reasonable detail.

5.3 Correction. Provider shall correct a validly rejected Deliverable and
resubmit it within [____] business days or another written period agreed by the
project managers.

5.4 Deemed Acceptance. Select one:

☐ No deemed acceptance. Acceptance requires written confirmation.

☐ A Deliverable is deemed accepted if Client does not give a conforming
rejection by the end of the review period.

☐ A Deliverable is deemed accepted upon productive use, except use solely for
testing or business-continuity needs.

5.5 Repeated Failure. If a Deliverable fails the Acceptance Criteria after
[____] correction cycles, Client may select one or more of these negotiated
remedies:

☐ additional correction time;

☐ a written Fee reduction;

☐ replacement performance;

☐ termination of the affected SOW and refund of prepaid Fees allocated to the
rejected Deliverable; or

☐ other: [________________________________].

6. FEES, EXPENSES, AND PAYMENT

6.1 Fee Model. Each SOW shall select and describe one or more:

☐ time and materials;

☐ fixed Fee;

☐ milestone payment;

☐ recurring subscription or retainer; or

☐ other: [________________________________].

6.2 Invoices. Provider shall invoice [monthly in arrears / by milestone / as
stated in the SOW]. Each invoice must identify the SOW, period, work, approved
expenses, applicable taxes, credits, and amount due.

6.3 Payment. Client shall pay undisputed amounts within [____] days after
receipt of a correct invoice.

6.4 Disputes. Client shall notify Provider of a disputed amount within
[____] days after receipt, explain the basis, and timely pay the undisputed
balance. The Parties shall escalate unresolved invoice disputes under Section
16.1.

6.5 Expenses. Client shall reimburse only expenses that are:

☐ listed in the SOW; or

☐ approved in writing before they are incurred.

Receipts are required for an item of $[____] or more. Travel rules:
[____________________________________________________________].

6.6 Late Charge. Complete one option after counsel review:

☐ No contractual interest or late charge.

☐ Simple interest on undisputed overdue amounts at [____]% per year, not to
exceed the maximum permitted rate.

☐ A one-time late charge of [________________________________], if permitted.

The Parties intentionally do not hard-code a statutory default rate in this
template. Counsel should check the selected charge and the transaction before
signing.

6.7 Suspension. Provider may suspend affected Services only after an
undisputed amount remains unpaid for [____] days and Provider gives at least
[____] days' written notice identifying the amount and proposed suspension.
Provider shall not suspend a service whose interruption would create a material
safety or data-loss risk without an agreed continuity plan.

6.8 Taxes. The SOW shall allocate transaction taxes, withholding, exemption
documentation, and taxes based on each Party's income. Neither Party may add a
tax not shown on a correct invoice unless it provides the supporting basis.

7. CLIENT RESPONSIBILITIES

7.1 Cooperation. Client shall timely provide the decisions, access,
personnel, information, environments, and Client Materials identified in the
SOW.

7.2 Rights in Client Materials. Client represents that it has authority to
provide the Client Materials and instructions needed for the Services.

7.3 Dependencies. Provider shall identify any Client delay that affects the
critical path and provide a written impact assessment. Schedule or Fee relief
requires a signed Change Order.

7.4 Access. Client may limit, monitor, or revoke Provider access to Client
systems. Provider shall use access only for the Services and follow the agreed
security instructions.

8. PERSONNEL AND SUBCONTRACTORS

8.1 Personnel. Provider controls the selection and supervision of its
personnel, subject to SOW qualifications, security requirements, and lawful
Client site rules.

8.2 Key Personnel. Provider shall not replace named Key Personnel without
reasonable advance notice except for illness, separation, emergency, or a
similar circumstance. Replacement personnel must have reasonably comparable
qualifications.

8.3 Subcontractors. Select one:

☐ Provider must obtain Client's prior written approval for each material
Subcontractor.

☐ Provider may use Subcontractors listed in the SOW and must give [____] days'
notice before adding another material Subcontractor.

Provider remains contractually responsible for Subcontractor performance and
shall bind each Subcontractor to relevant confidentiality, security,
intellectual-property, and compliance obligations.

8.4 Relationship. The Parties intend an independent business-to-business
relationship. The contract label does not replace any classification or tax
review required by the actual working arrangement.

9. CONFIDENTIAL INFORMATION

9.1 Definition. Confidential Information means nonpublic information a
Party discloses that is marked confidential or reasonably should be understood
as confidential from its nature and the circumstances. It includes business
plans, pricing, security information, product plans, customer information,
source code, credentials, and Client Data.

9.2 Exclusions. Confidential Information does not include information the
Receiving Party can document:

• was lawfully known without confidentiality duty before disclosure;
• becomes public without breach of this Agreement;
• is lawfully received from a third party without confidentiality duty; or
• is independently developed without use of the Disclosing Party's information.

9.3 Duties. The Receiving Party shall:

• use Confidential Information only for this Agreement;
• protect it using at least the care used for similar sensitive information;

• disclose it only to personnel and advisers who need it and owe protective
  duties; and

• promptly notify the Disclosing Party of known unauthorized use or disclosure.

9.4 Required Disclosure. If disclosure is required by a binding demand, the
Receiving Party shall, when permitted, give prompt notice and reasonable
cooperation so the Disclosing Party may seek available protection. The
Receiving Party shall disclose only what the demand requires.

9.5 Return and Destruction. On written request or termination, the Receiving
Party shall return or destroy Confidential Information, except for copies kept
under a documented retention, backup, insurance, or dispute-preservation rule.
Retained copies remain protected.

9.6 Duration. General confidentiality duties continue for [____] years after
disclosure. Information that qualifies for longer protection under applicable
law remains protected for as long as that protection applies.

10. DATA, PRIVACY, AND SECURITY

10.1 Scope. Before Provider receives Client Data, the Parties shall complete
the data inventory below and attach any required privacy or security addendum.

10.2 Instructions. Provider shall process Client Data only to perform the
Services and under Client's documented instructions, except when another use is
required and permitted by applicable law.

10.3 Safeguards. Provider shall maintain the administrative, technical, and
physical safeguards stated in the SOW or security addendum. At minimum, address:

• access control and multifactor authentication;
• encryption expectations;
• logging and monitoring;
• vulnerability and patch management;
• backup, recovery, and continuity;
• personnel training;
• Subcontractor controls; and
• secure return or deletion.

10.4 Incident Notice. Provider shall notify Client without undue delay and
no later than [____] hours after confirming a Security Incident. The notice
shall include known facts, affected systems and data, containment steps, a
contact, and scheduled updates. Contractual notice does not replace any shorter
or role-specific duty that applies to either Party.

10.5 Response. Provider shall reasonably contain, investigate, document,
and remediate a Security Incident; preserve relevant evidence; and cooperate
with Client's legally required assessment and notices. The Parties shall agree
in writing before identifying the other Party in a public notice unless a
binding requirement controls.

10.6 Security Evidence. Provider shall provide the evidence selected in the
SOW, subject to confidentiality and security restrictions:

☐ questionnaire;

☐ independent report or certification;

☐ penetration-test summary;

☐ remediation plan; or

☐ other: [________________________________].

11. INTELLECTUAL PROPERTY

11.1 Background Materials. Each Party retains its Background Materials.
Except for licenses expressly granted, this Agreement transfers no ownership of
Background Materials.

11.2 Client Materials License. Client grants Provider a limited,
nontransferable license during the applicable SOW to use Client Materials only
to perform the Services. Provider may sublicense that right only to an approved
Subcontractor performing the Services.

11.3 Project Materials. Select one ownership model and delete the others:

☐ Client ownership after payment. On Client's payment of all Fees allocated
to the Project Materials, Provider assigns to Client Provider's transferable
rights in those Project Materials. Provider retains Provider Materials and
third-party materials.

☐ Provider ownership with Client license. Provider owns the Project
Materials and, after payment, grants Client a [perpetual / term-limited],
[exclusive / nonexclusive], [transferable / nontransferable] license to use,
copy, modify, and distribute them for [________________________________].

☐ Mixed model. Ownership and licenses are stated in SOW Schedule [____].

11.4 Embedded Provider Materials. If Provider Materials are embedded in a
Client-owned Deliverable, Provider grants Client the license necessary to use
that Deliverable for the purposes stated in the SOW. State scope, duration,
transfer, sublicensing, and modification rights here:

[____________________________________________________________]

11.5 Third-Party and Open-Source Materials. Provider shall identify material
third-party components and their license terms before delivery. Provider shall
not include a component that would require disclosure or licensing of Client
materials beyond the SOW's agreed model without Client's written approval.

11.6 Residual Knowledge. Select one:

☐ No residual-knowledge license.

☐ Personnel may use unaided general skills and experience retained in memory,
but not Client Data, source code, credentials, records, or identifiable
Confidential Information.

12. WARRANTIES AND REMEDIES

12.1 Mutual. Each Party represents that the person signing has authority to
bind that Party and that entering this Agreement does not knowingly conflict
with another binding obligation.

12.2 Provider. Provider warrants during the SOW and for [____] days after
Acceptance that:

• Services will materially conform to the SOW;
• Deliverables will materially satisfy the Acceptance Criteria;
• Provider will not knowingly introduce malicious code; and
• Provider has authority to grant the rights expressly granted by Provider.

12.3 Remedy. For a timely, detailed warranty notice, Provider shall first
reperform or correct the affected Services or Deliverable. If Provider does not
do so within a reasonable agreed period, Client may select the SOW remedy:

☐ proportional Fee refund;

☐ termination of the affected portion; or

☐ other: [________________________________].

12.4 Disclaimer. Except for express promises in this Agreement and the SOW,
each Party disclaims additional warranties to the extent permitted by applicable
law. Counsel should tailor this clause to the actual services and any
nonwaivable duties.

13. INDEMNIFICATION

13.1 Provider Claims. Provider shall defend and indemnify Client against a
third-party claim to the extent based on:

☐ bodily injury or tangible property damage caused by Provider's negligent act
or omission in performing Services;

☐ a Deliverable's infringement of the claimant's intellectual-property right,
subject to Section 13.4;

☐ Provider's breach of Section 9 or 10; or

☐ other: [________________________________].

13.2 Client Claims. Client shall defend and indemnify Provider against a
third-party claim to the extent based on:

☐ Client Materials or Client's required instructions infringing the claimant's
right;

☐ Client's unauthorized use or modification of a Deliverable; or

☐ other: [________________________________].

13.3 Procedure. The indemnified Party shall give prompt notice, reasonable
cooperation, and control of the defense to the indemnifying Party. A delay in
notice reduces obligations only to the extent of material prejudice. No
settlement may admit fault by, impose a nonmonetary duty on, or fail to release
the indemnified Party without its prior written consent.

13.4 Infringement Options. Provider may obtain continued use rights, replace
or modify the item to avoid the claim without materially reducing function, or
terminate the affected item and refund prepaid unused Fees. State exclusions
for Client modifications, combinations, specifications, and continued use
after notice:

[____________________________________________________________]

14. LIMITATION OF LIABILITY

14.1 Excluded Damages. Subject to Section 14.3, neither Party is liable to
the other for [indirect / incidental / special / consequential / exemplary]
damages or lost [profits / revenue / data / opportunity]. Delete any category
the Parties do not agree to exclude.

14.2 Cap. Subject to Section 14.3, each Party's aggregate liability arising
from an SOW shall not exceed:

☐ Fees paid or payable under that SOW during the [____] months before the event;

☐ [____] times the total Fees under that SOW;

☐ $[________________________________]; or

☐ other: [________________________________].

14.3 Carveouts. Select liabilities outside the exclusion or cap and state
any separate cap:

14.4 Review. The Parties acknowledge that Sections 12 through 14 were
negotiated together. Ohio counsel should review enforceability for the actual
transaction, remedies, bargaining context, and any nonwaivable duty.

15. INSURANCE AND COMPLIANCE

15.1 Insurance. Provider shall maintain only the coverages selected below,
with limits stated in the SOW or certificate:

Certificates do not amend coverage. Additional-insured, waiver, primary, and
notice requirements, if any: [________________________________].

15.2 Laws and Policies. Each Party shall comply with laws applicable to its
performance. Provider shall follow written Client site, safety, and system
policies supplied in advance, provided they do not expand scope or cost without
a Change Order.

15.3 Regulated Work. Before an SOW involving licensed, regulated, public,
consumer-facing, construction, health, financial, education, employment, or
government work begins, the Parties shall attach specialized requirements
reviewed by counsel.

16. TERM, TERMINATION, AND DISPUTES

16.1 Term. This Agreement begins on the Effective Date and continues for
[____] years. It then:

☐ ends without renewal;

☐ renews for successive [____]-year periods unless either Party gives [____]
days' notice; or

☐ continues until either Party gives [____] days' notice.

16.2 SOW Survival. Select one:

☐ Ending this Agreement does not end an active SOW; this Agreement continues to
govern until that SOW ends.

☐ Ending this Agreement ends all SOWs on the same date, subject to wind-down.

16.3 Cause. Either Party may terminate this Agreement or an affected SOW if
the other materially breaches and does not cure within [____] days after a
detailed written notice. A shorter cure period of [____] days applies to an
undisputed payment breach. State any noncurable breach:

[____________________________________________________________]

16.4 Convenience. Select one:

☐ Client may terminate an SOW on [____] days' notice.

☐ Either Party may terminate an SOW on [____] days' notice.

☐ No convenience termination during the committed SOW term.

16.5 Wind-Down. On termination, Provider shall stop affected work safely,
deliver paid work in progress, return Client Data, and provide transition help
for up to [____] days at [SOW rates / $____ per hour]. Client shall pay Fees
earned, approved expenses, and the selected wind-down charge:

☐ no additional charge;

☐ documented noncancelable commitments;

☐ $[________________________________]; or

☐ formula: [________________________________].

16.6 Escalation. Before filing a nonemergency claim, the project managers
shall confer for [____] business days, followed by executive negotiation for
[____] business days. A Party may seek time-sensitive provisional relief
without completing escalation.

16.7 Dispute Route. Select one and delete the other:

☐ Ohio courts. The Parties select Ohio law to govern this Agreement,
without applying a rule that would select another jurisdiction's law. Subject
to jurisdiction and any nonwaivable venue rule, the Parties consent to exclusive
proceedings in the state courts serving [____] County, Ohio, and any federal
court with jurisdiction over that county.

☐ Arbitration. Do not use this checkbox alone. Attach a counsel-drafted
arbitration addendum stating administrator, rules, seat, scope, arbitrator
number and qualifications, provisional relief, discovery, confidentiality,
fees, award form, court judgment, and any class or jury terms.

16.8 Jury Trial. Select only after separate Ohio counsel review:

☐ No contractual jury waiver.

☐ Each Party knowingly and voluntarily waives jury trial for a claim arising
from this Agreement. Each Party acknowledges that the clause was conspicuous,
reviewed, negotiable, and accepted with an opportunity to consult counsel.

16.9 Fees. Select one:

☐ Each Party bears its own legal fees and costs, subject to any rule the Parties
cannot alter.

☐ The substantially prevailing Party may recover reasonable fees and costs.

☐ Other: [________________________________].

17. GENERAL TERMS

17.1 Notices. A formal notice must be in writing and delivered to the address
and email below by the selected methods:

☐ personal delivery;

☐ nationally recognized overnight service;

☐ certified or tracked mail; or

☐ email with required confirmation: [________________________________].

Notice is effective: [on receipt / under the following rule: _______________].

17.2 Assignment. Neither Party may assign this Agreement without the other
Party's written consent, except to [an Affiliate / a successor in a merger or
sale of substantially all relevant assets / no exception]. An assigning Party
shall give [____] days' notice and remains responsible unless the other Party
expressly releases it.

17.3 Publicity. Neither Party may use the other's name, logo, marks, or a
description of the relationship publicly without written approval, except for
an accurate disclosure that is required and permitted.

17.4 Force Majeure. A Party is excused from affected nonpayment performance
while an event beyond its reasonable control prevents performance, if it gives
prompt notice, mitigates the effect, and resumes promptly. Payment already due
is not excused. Either Party may terminate the affected SOW if the event
continues for [____] days.

17.5 Records and Audit. Provider shall retain records supporting time,
expenses, service levels, and credits for [____] years after the applicable
invoice. Client may audit those records no more than [once per year / other]
on [____] business days' notice through an independent reviewer bound by
confidentiality.

17.6 Entire Agreement. This Agreement, executed SOWs, Change Orders, and
listed attachments state the Parties' agreement on their subjects and replace
prior proposals and discussions on those subjects.

17.7 Amendment and Waiver. An amendment or waiver must be written and signed
by an authorized representative of the Party against whom it is asserted. A
delay or single waiver does not waive later enforcement.

17.8 Severability. If a provision cannot be enforced as written, the Parties
ask that it be narrowed only as much as necessary while preserving the agreed
allocation of risk. The remaining provisions continue to the extent permitted.

17.9 No Third-Party Beneficiaries. This Agreement benefits only the Parties
and their permitted successors and assigns unless it expressly names another
beneficiary.

17.10 Counterparts and Electronic Signing. The Parties may sign counterparts
and exchange signature pages electronically. They intend each authenticated
counterpart to evidence assent and together to form one agreement. Counsel
should confirm any transaction-specific signature or record formality.

17.11 Survival. Payment, confidentiality, data return, ownership, licenses,
indemnification, liability, disputes, and provisions that by their stated
purpose operate after termination survive for the periods stated.

18. SIGNATURES

Each signer represents to the other Party that the signer is authorized to sign
for the identified entity.

PROVIDER

Legal name: [________________________________]

By: ________________________________________

Printed name: [________________________________]

Title: [________________________________]

Date: [__/__/____]

CLIENT

Legal name: [________________________________]

By: ________________________________________

Printed name: [________________________________]

Title: [________________________________]

Date: [__/__/____]

EXHIBIT A — STATEMENT OF WORK

SOW number: [____]

Effective date: [__/__/____]

Agreement date: [__/__/____]

A.1 Services and exclusions

Services:

[____________________________________________________________]

Excluded work:

[____________________________________________________________]

A.2 Deliverables and acceptance

A.3 Milestones and dependencies

A.4 Fees and invoices

Fee model: [________________________________]

Rates or fixed Fees: [________________________________]

Invoice schedule: [________________________________]

Payment milestones: [________________________________]

Expense policy: [________________________________]

A.5 Personnel and location

Approved Subcontractors: [________________________________]

A.6 Security and data

Client Data: [________________________________]

Systems and locations: [________________________________]

Required controls: [________________________________]

Required addendum: ☐ None ☐ Attached as [________________________________]

A.7 Ownership and licenses

Selected Section 11 model: [________________________________]

Project-specific terms: [________________________________]

A.8 Service levels and credits

A.9 Special terms

[____________________________________________________________]

A.10 SOW signatures

Provider: ________________________________________ Date: [__/__/____]

Client: __________________________________________ Date: [__/__/____]

EXHIBIT B — CHANGE ORDER

Change Order number: [____]

Affected SOW: [____]

Requested by: [________________________________]

Request date: [__/__/____]

Reason and assumptions:

[____________________________________________________________]

Effective date: [__/__/____]

Provider: ________________________________________ Date: [__/__/____]

Client: __________________________________________ Date: [__/__/____]

OHIO COUNSEL REVIEW CARD

This card is a drafting checklist, not a statement of Ohio law.

☐ Confirm this is a business-to-business services transaction

☐ Confirm whether goods, software, construction, consumer, public, licensed,
or regulated elements require a different or additional form

☐ Review the chosen late charge and payment remedies

☐ Review ownership, licenses, and third-party components

☐ Identify each Party's actual data role and notice duties

☐ Review indemnity, insurance, damages exclusion, cap, and carveouts together

☐ Confirm the chosen Ohio county and available state or federal forum

☐ Separately review any arbitration or jury-waiver election

☐ Confirm signature authority and transaction-specific formalities

☐ Reconcile the Agreement, each SOW, Change Order, and addendum before signing