Master Services Agreement (Ohio)

MASTER SERVICES AGREEMENT

STATE OF OHIO

---

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

BY AND BETWEEN:

SERVICE PROVIDER:
Name: [________________________________]
Business Entity Type: [________________________________]
State of Formation: [________________________________]
Principal Address: [________________________________]
City, State, ZIP: [________________________________]
Ohio Registration (if applicable): [________________________________]

(hereinafter referred to as "Provider")

AND

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

(hereinafter referred to as "Client")

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

---

RECITALS

WHEREAS, Provider is engaged in the business of providing professional services including [________________________________]; and

WHEREAS, Client desires to engage Provider to perform certain professional services on the terms and conditions set forth herein; and

WHEREAS, Provider desires to provide such services to Client on the terms and conditions set forth herein; and

WHEREAS, the Parties intend this Agreement to establish the general terms and conditions governing all professional services engagements between them, with specific project details to be set forth in individual Statements of Work; and

WHEREAS, this Agreement shall be governed by and construed in accordance with the laws of the State of Ohio;

NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

---

ARTICLE I: DEFINITIONS

Section 1.1 Defined Terms

For purposes of this Agreement, the following terms shall have the meanings set forth below:

1.1.1 "Acceptance" means Client's written confirmation that a Deliverable conforms to the applicable Acceptance Criteria, or deemed acceptance as provided in Section 3.5.

1.1.2 "Acceptance Criteria" means the specifications, requirements, standards, and testing procedures that a Deliverable must satisfy to achieve Acceptance, as set forth in the applicable Statement of Work.

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

1.1.4 "Agreement" means this Master Services Agreement, including all Exhibits, Schedules, and Statements of Work incorporated herein by reference.

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

1.1.6 "Business Day" means any day other than Saturday, Sunday, or a day on which banks are authorized or required to be closed in the State of Ohio.

1.1.7 "Change Order" means a written document executed by both Parties that modifies the scope, schedule, fees, or other terms of an existing Statement of Work.

1.1.8 "Client Data" means all data, information, content, and materials provided by or on behalf of Client to Provider, or collected, processed, or generated by Provider on behalf of Client in connection with the Services.

1.1.9 "Client Materials" means all documents, data, know-how, methodologies, software, specifications, and other materials provided by or on behalf of Client to Provider for use in connection with the Services.

1.1.10 "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.

1.1.11 "Deliverables" means all work product, including documents, software, designs, reports, analyses, specifications, and other materials, that Provider is required to deliver to Client under a Statement of Work.

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

1.1.13 "Fees" means all compensation payable to Provider for Services and Deliverables as specified in the applicable Statement of Work.

1.1.14 "Force Majeure Event" means any event beyond a Party's reasonable control, including acts of God, natural disasters (including severe weather, tornadoes, floods, and other events), fire, explosion, war, terrorism, civil unrest, pandemic, epidemic, government action, labor disputes (not involving the affected Party's employees), power failures, internet or telecommunications failures, or cyberattacks.

1.1.15 "Intellectual Property Rights" means all patents, copyrights, trademarks, trade secrets, moral rights, and any other intellectual property rights recognized in any jurisdiction, including applications and registrations for any of the foregoing.

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

1.1.17 "Open Source Software" means any software that is subject to a license that requires, as a condition of use, modification, or distribution, that the software or derivative works thereof be disclosed, distributed, or licensed for the purpose of making source code available.

1.1.18 "Personal Information" means an individual's name, consisting of the individual's first name or first initial and last name, in combination with and linked to any one or more of the following data elements that are not encrypted, redacted, or altered by any method or technology in such a manner that the data elements are unreadable: (a) Social Security number; (b) driver's license number or state identification card number; (c) account number or credit or debit card number, in combination with and linked to any required security code, access code, or password that would permit access to an individual's financial account, as defined under Ohio Revised Code Section 1349.19.

1.1.19 "Project Manager" means the individual designated by each Party to serve as the primary point of contact and decision-maker for matters arising under this Agreement or a Statement of Work.

1.1.20 "Provider Materials" means all tools, methodologies, processes, software, know-how, and other materials owned or licensed by Provider that exist prior to the Effective Date or are developed independently of this Agreement.

1.1.21 "Services" means the professional services to be performed by Provider as described in a Statement of Work.

1.1.22 "Statement of Work" or "SOW"** means a written document executed by both Parties that describes specific Services to be performed, Deliverables to be provided, timelines, Fees, and other project-specific terms, substantially in the form attached hereto as Exhibit A.

1.1.23 "Term" means the duration of this Agreement as specified in Article V.

1.1.24 "Warranty Period" means the period following Acceptance during which Provider warrants that a Deliverable will conform to the applicable Acceptance Criteria, as specified in the applicable Statement of Work or, if not specified, sixty (60) days.

Section 1.2 Interpretation

1.2.1 Unless the context requires otherwise, (a) the singular includes the plural and vice versa; (b) references to Articles, Sections, Exhibits, and Schedules refer to Articles, Sections, Exhibits, and Schedules of this Agreement; (c) "including" means "including without limitation"; and (d) "herein," "hereof," and "hereunder" refer to this Agreement as a whole.

1.2.2 The headings in this Agreement are for reference purposes only and shall not affect the interpretation of this Agreement.

1.2.3 This Agreement shall be construed without regard to any presumption or rule requiring construction against the Party causing this Agreement to be drafted.

---

ARTICLE II: SCOPE OF SERVICES

Section 2.1 Engagement

2.1.1 Client hereby engages Provider, and Provider hereby accepts engagement, to perform the Services and deliver the Deliverables described in Statements of Work executed by both Parties during the Term.

2.1.2 Provider shall perform the Services in a professional and workmanlike manner, consistent with industry standards and practices.

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

Section 2.2 Statements of Work

2.2.1 All Services shall be performed pursuant to a Statement of Work that shall include, at minimum:

• ☐ Description of Services to be performed
• ☐ Deliverables to be provided
• ☐ Project timeline and milestones
• ☐ Acceptance Criteria for Deliverables
• ☐ Fees and payment schedule
• ☐ Client responsibilities and dependencies
• ☐ Key Personnel (if applicable)
• ☐ Special terms or conditions

2.2.2 Each Statement of Work shall be deemed incorporated into and made a part of this Agreement.

2.2.3 In the event of any conflict between this Agreement and a Statement of Work, this Agreement shall control unless the Statement of Work expressly states that it is intended to supersede a specific provision of this Agreement.

Section 2.3 Performance Standards

2.3.1 Provider shall perform all Services:

• (a) In accordance with the specifications and requirements set forth in the applicable Statement of Work;
• (b) In compliance with all applicable laws, regulations, and industry standards;
• (c) Using qualified personnel with appropriate skills and experience;
• (d) In accordance with Provider's standard quality assurance procedures.

2.3.2 Provider shall promptly notify Client of any circumstances that may materially affect Provider's ability to perform the Services in accordance with the applicable Statement of Work.

Section 2.4 Subcontracting

2.4.1 Provider shall not subcontract any portion of the Services without Client's prior written consent, which consent shall not be unreasonably withheld.

2.4.2 Provider shall remain responsible for all subcontracted work and shall ensure that all subcontractors comply with the terms and conditions of this Agreement.

2.4.3 Provider shall require all subcontractors to execute confidentiality agreements with terms at least as protective as those contained in this Agreement.

---

ARTICLE III: STATEMENT OF WORK PROCESS

Section 3.1 SOW Initiation

3.1.1 Either Party may propose a new Statement of Work by submitting a written request to the other Party.

3.1.2 The Parties shall negotiate in good faith to agree upon the terms of each Statement of Work, including scope, timeline, and Fees.

3.1.3 No Statement of Work shall be binding until executed by authorized representatives of both Parties.

Section 3.2 SOW Requirements

3.2.1 Each Statement of Work shall be in writing and shall reference this Agreement.

3.2.2 Each Statement of Work shall specify:

• (a) The Services to be performed;
• (b) The Deliverables to be provided;
• (c) The project timeline, including milestones and deadlines;
• (d) The Acceptance Criteria for each Deliverable;
• (e) The Fees and payment terms;
• (f) Any Client responsibilities or dependencies;
• (g) Key Personnel assignments (if applicable);
• (h) Any special terms or conditions.

Section 3.3 Change Orders

3.3.1 Either Party may request changes to an existing Statement of Work by submitting a written Change Order request to the other Party.

3.3.2 Change Order requests shall describe:

• (a) The proposed changes to the scope, timeline, or Fees;
• (b) The reason for the requested change;
• (c) The impact on the project timeline and budget.

3.3.3 Provider shall respond to Change Order requests within ten (10) Business Days with a written assessment of the impact on the project scope, timeline, and Fees.

3.3.4 No change to a Statement of Work shall be effective unless documented in a written Change Order executed by authorized representatives of both Parties.

Section 3.4 Delivery and Review

3.4.1 Provider shall deliver each Deliverable in accordance with the delivery schedule specified in the applicable Statement of Work.

3.4.2 Upon delivery, Client shall have the review period specified in the applicable Statement of Work (or fifteen (15) Business Days if not specified) to review the Deliverable and provide written notice to Provider of:

• (a) Acceptance of the Deliverable; or
• (b) Rejection of the Deliverable, with a detailed description of the deficiencies.

Section 3.5 Acceptance and Rejection

3.5.1 If Client rejects a Deliverable, Provider shall correct the identified deficiencies and resubmit the Deliverable within the time period specified in the applicable Statement of Work (or fifteen (15) Business Days if not specified).

3.5.2 Client shall have an additional review period of ten (10) Business Days following resubmission to accept or reject the corrected Deliverable.

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

3.5.4 If Provider fails to correct identified deficiencies after two (2) resubmissions, Client may, at its option:

• (a) Extend the correction period;
• (b) Accept the Deliverable with an appropriate adjustment to the Fees; or
• (c) Terminate the applicable Statement of Work for cause.

---

ARTICLE IV: COMPENSATION AND PAYMENT

Section 4.1 Fees

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

4.1.2 Unless otherwise specified in a Statement of Work, Fees may be structured as:

• (a) Time and Materials: Based on actual hours worked at the rates specified in the Statement of Work, plus approved expenses;
• (b) Fixed Fee: A fixed amount for the completion of specified Deliverables;
• (c) Milestone-Based: Payments tied to the achievement of specified milestones;
• (d) Retainer: A recurring fee for ongoing services.

4.1.3 Provider shall not exceed any budget cap specified in a Statement of Work without Client's prior written approval.

Section 4.2 Expenses

4.2.1 Client shall reimburse Provider for reasonable, documented, out-of-pocket expenses incurred in connection with the Services, provided that:

• (a) Such expenses are approved in advance by Client or specified in the applicable Statement of Work;
• (b) Provider provides reasonable documentation of such expenses;
• (c) Travel expenses shall be reimbursed in accordance with Client's travel policy or, if no policy is provided, at actual cost for economy class travel and standard business accommodations.

4.2.2 Expenses exceeding [____] dollars ($[____]) per item shall require Client's prior written approval.

Section 4.3 Invoicing

4.3.1 Provider shall submit invoices to Client in accordance with the invoicing schedule specified in the applicable Statement of Work, or monthly if not specified.

4.3.2 Each invoice shall include:

• (a) Invoice date and unique invoice number;
• (b) Reference to this Agreement and the applicable Statement of Work;
• (c) Description of Services performed and Deliverables provided;
• (d) Breakdown of Fees and expenses;
• (e) Total amount due;
• (f) Payment instructions.

4.3.3 For time and materials engagements, invoices shall include detailed time records showing the date, personnel, hours worked, and description of work performed.

Section 4.4 Payment Terms

4.4.1 Unless otherwise specified in a Statement of Work, Client shall pay all undisputed invoices within thirty (30) days of receipt.

4.4.2 If Client disputes any portion of an invoice, Client shall:

• (a) Pay the undisputed portion by the due date;
• (b) Provide written notice of the disputed amount and the basis for the dispute within fifteen (15) days of receipt of the invoice.

4.4.3 The Parties shall negotiate in good faith to resolve any invoice disputes.

Section 4.5 Late Payments

4.5.1 Any undisputed amounts not paid when due shall bear interest at the rate of eight percent (8%) per annum (the rate permitted under Ohio Revised Code Section 1343.03), or the maximum rate permitted by applicable law, whichever is less, calculated from the due date until paid.

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

4.5.3 Provider may suspend performance of Services upon thirty (30) days' written notice if any undisputed amount remains unpaid for more than sixty (60) days after the due date.

Section 4.6 Taxes

4.6.1 All Fees are exclusive of applicable taxes, duties, and governmental charges. Client shall pay all such taxes except for taxes based on Provider's net income.

4.6.2 If Client is required by law to withhold any taxes from payments to Provider, Client shall:

• (a) Deduct such taxes from the payment;
• (b) Pay the taxes to the appropriate taxing authority;
• (c) Provide Provider with official tax receipts or other documentation evidencing the withholding and payment.

4.6.3 Each Party shall provide the other Party with appropriate tax documentation upon request.

---

ARTICLE V: TERM AND TERMINATION

Section 5.1 Initial Term

5.1.1 This Agreement shall commence on the Effective Date and shall continue for an initial term of [____] ([____]) years (the "Initial Term"), unless earlier terminated in accordance with this Article V.

Section 5.2 Renewal

5.2.1 Following the Initial Term, this Agreement shall automatically renew for successive one (1) year periods (each, a "Renewal Term"), unless either Party provides written notice of non-renewal at least ninety (90) days prior to the end of the then-current term.

5.2.2 The Initial Term and any Renewal Terms are collectively referred to as the "Term."

Section 5.3 Termination for Convenience

5.3.1 Either Party may terminate this Agreement for convenience by providing ninety (90) days' prior written notice to the other Party.

5.3.2 Either Party may terminate an individual Statement of Work for convenience by providing thirty (30) days' prior written notice to the other Party, unless the Statement of Work specifies otherwise.

Section 5.4 Termination for Cause

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

• (a) Materially breaches this Agreement and fails to cure such breach within thirty (30) days after receiving written notice thereof;
• (b) Becomes insolvent, makes an assignment for the benefit of creditors, or becomes subject to bankruptcy or receivership proceedings.

5.4.2 Client may terminate a Statement of Work immediately if Provider fails to meet material milestones or deadlines on three (3) or more occasions within a twelve (12) month period.

Section 5.5 Effect of Termination

5.5.1 Upon termination or expiration of this Agreement or any Statement of Work:

• (a) Provider shall cease all work under the terminated Statement(s) of Work;
• (b) Client shall pay Provider for all Services performed and accepted Deliverables delivered through the effective date of termination;
• (c) Each Party shall return or destroy the other Party's Confidential Information in accordance with Article VIII;
• (d) Provider shall provide reasonable transition assistance as described in Section 5.6.

5.5.2 Termination shall not affect any rights or obligations that have accrued prior to the effective date of termination.

Section 5.6 Transition Assistance

5.6.1 Upon termination or expiration of this Agreement or any Statement of Work, Provider shall, at Client's request and expense, provide reasonable transition assistance for a period of up to ninety (90) days to facilitate the orderly transition of Services to Client or a successor provider.

5.6.2 Transition assistance shall include:

• (a) Transfer of Client Data and work in progress;
• (b) Documentation of Services performed and methodologies used;
• (c) Knowledge transfer to Client personnel or successor provider;
• (d) Continued performance of critical Services during the transition period.

5.6.3 Provider shall invoice Client for transition assistance at the rates specified in the applicable Statement of Work or, if not specified, at Provider's then-current standard rates.

Section 5.7 Survival

5.7.1 The following provisions shall survive termination or expiration of this Agreement: Article I (Definitions), Article VII (Intellectual Property), Article VIII (Confidentiality), Article X (Warranties), Article XI (Indemnification), Article XII (Limitation of Liability), Article XVI (Dispute Resolution), and Article XVII (General Provisions).

---

ARTICLE VI: CLIENT OBLIGATIONS

Section 6.1 Cooperation

6.1.1 Client shall cooperate with Provider and provide all information, materials, access, and resources reasonably necessary for Provider to perform the Services.

6.1.2 Client shall designate a Project Manager with authority to make decisions on behalf of Client regarding the Services.

6.1.3 Client shall respond to Provider's requests for information, decisions, or approvals within the timeframes specified in the applicable Statement of Work or, if not specified, within ten (10) Business Days.

Section 6.2 Client Materials

6.2.1 Client shall provide all Client Materials necessary for Provider to perform the Services in a timely manner.

6.2.2 Client represents and warrants that:

• (a) Client has all rights necessary to provide the Client Materials to Provider;
• (b) Provider's use of the Client Materials as contemplated by this Agreement will not infringe or violate any third party's intellectual property rights or other rights.

Section 6.3 Client Responsibilities

6.3.1 Client shall be responsible for:

• (a) Providing accurate and complete information and requirements;
• (b) Reviewing and providing timely feedback on Deliverables;
• (c) Obtaining any necessary third-party consents or licenses;
• (d) Ensuring that Client personnel are available as required;
• (e) Maintaining adequate backup of Client Data.

Section 6.4 Delays

6.4.1 If Provider's performance is delayed due to Client's failure to fulfill its obligations under this Article VI, Provider shall be entitled to:

• (a) An extension of the applicable timeline commensurate with the delay;
• (b) Additional Fees for any increased costs resulting from the delay;
• (c) Both of the foregoing.

6.4.2 Provider shall promptly notify Client of any delays caused by Client's acts or omissions.

---

ARTICLE VII: INTELLECTUAL PROPERTY

Section 7.1 Background IP

7.1.1 Each Party shall retain all right, title, and interest in and to its Background IP.

7.1.2 Neither Party shall acquire any right, title, or interest in the other Party's Background IP by virtue of this Agreement, except for the limited licenses expressly granted herein.

Section 7.2 Client Materials

7.2.1 Client shall retain all right, title, and interest in and to the Client Materials and Client Data.

7.2.2 Client hereby grants to Provider a non-exclusive, royalty-free license to use, reproduce, and modify the Client Materials solely to the extent necessary to perform the Services.

Section 7.3 Work Product Ownership

7.3.1 [SELECT ONE OPTION:]

OPTION A - Client Ownership:
All Deliverables and other work product created by Provider specifically for Client under this Agreement ("Work Product") shall be the sole and exclusive property of Client. Provider hereby assigns to Client all right, title, and interest in and to the Work Product, including all Intellectual Property Rights therein. To the extent any Work Product does not qualify as "work made for hire" under applicable law, Provider hereby irrevocably assigns to Client all right, title, and interest in and to such Work Product. Provider shall execute all documents and take all actions reasonably requested by Client to perfect, evidence, or enforce Client's ownership of the Work Product.

OPTION B - Provider Ownership with License:
All Deliverables and other work product created by Provider under this Agreement shall remain the property of Provider. Provider hereby grants to Client a perpetual, irrevocable, non-exclusive, royalty-free, worldwide license to use, reproduce, modify, distribute, display, and create derivative works of the Deliverables for Client's internal business purposes.

Section 7.4 Provider Materials

7.4.1 Provider shall retain all right, title, and interest in and to the Provider Materials.

7.4.2 To the extent any Provider Materials are incorporated into or necessary to use the Deliverables, Provider hereby grants to Client a perpetual, irrevocable, non-exclusive, royalty-free, worldwide license to use, reproduce, and modify such Provider Materials solely to the extent necessary to use the Deliverables.

Section 7.5 Open Source Software

7.5.1 Provider shall not incorporate any Open Source Software into the Deliverables without Client's prior written approval.

7.5.2 If Client approves the use of Open Source Software, Provider shall:

• (a) Identify all Open Source Software incorporated into the Deliverables;
• (b) Provide copies of all applicable Open Source Software licenses;
• (c) Ensure that the use of Open Source Software does not impose any obligations on Client that would conflict with Client's rights under this Agreement.

Section 7.6 Moral Rights

7.6.1 To the extent permitted by applicable law, Provider waives and shall cause its personnel to waive all moral rights in the Work Product, including any rights of attribution, integrity, disclosure, and withdrawal.

---

ARTICLE VIII: CONFIDENTIALITY

Section 8.1 Confidentiality Obligations

8.1.1 Each Party (the "Receiving Party") agrees to:

• (a) Hold the other Party's (the "Disclosing Party's") Confidential Information in strict confidence;
• (b) Not disclose Confidential Information to any third party except as expressly permitted by this Agreement;
• (c) Use Confidential Information only for the purposes of this Agreement;
• (d) Protect 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.

Section 8.2 Permitted Disclosures

8.2.1 The Receiving Party may disclose Confidential Information:

• (a) To its employees, contractors, and agents who have a need to know and are bound by confidentiality obligations at least as protective as those in this Agreement;
• (b) To its Affiliates who are bound by confidentiality obligations at least as protective as those in this Agreement;
• (c) As required by law, court order, or governmental authority, provided that the Receiving Party gives the Disclosing Party prompt notice (if legally permitted) and cooperates with the Disclosing Party's efforts to seek protective treatment.

Section 8.3 Exclusions

8.3.1 Confidential Information does not include information that:

• (a) Is or becomes publicly available through no fault of the Receiving Party;
• (b) Was known to the Receiving Party prior to disclosure by the Disclosing Party;
• (c) Is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information;
• (d) Is rightfully obtained by the Receiving Party from a third party without restriction on disclosure.

Section 8.4 Return of Confidential Information

8.4.1 Upon termination or expiration of this Agreement, or upon request by the Disclosing Party, the Receiving Party shall:

• (a) Return or destroy all tangible materials containing Confidential Information;
• (b) Delete all electronic copies of Confidential Information;
• (c) Certify in writing that it has complied with this Section 8.4.

8.4.2 Notwithstanding the foregoing, the Receiving Party may retain copies of Confidential Information to the extent required by law or regulation, or as part of its standard backup procedures, subject to the continuing confidentiality obligations of this Article VIII.

Section 8.5 Duration

8.5.1 The confidentiality obligations under this Article VIII shall survive termination or expiration of this Agreement and shall continue for a period of five (5) years thereafter, except that confidentiality obligations with respect to trade secrets shall continue for as long as such information remains a trade secret under applicable law, including the Ohio Uniform Trade Secrets Act (Ohio Revised Code Chapter 1333).

---

ARTICLE IX: DATA PROTECTION

Section 9.1 Data Processing

9.1.1 To the extent Provider processes Personal Information on behalf of Client in connection with the Services, Provider shall:

• (a) Process Personal Information only in accordance with Client's documented instructions;
• (b) Implement appropriate technical and organizational security measures;
• (c) Assist Client in responding to data subject requests;
• (d) Notify Client of any data breach without undue delay and in compliance with applicable law;
• (e) Delete or return Personal Information upon termination of the Services.

Section 9.2 Ohio Data Breach Notification

9.2.1 Provider shall comply with Ohio's Data Breach Notification Law (Ohio Revised Code Section 1349.19 et seq.) with respect to any breach of security involving Personal Information processed under this Agreement.

9.2.2 Provider shall notify Client of any breach of security involving Personal Information without unreasonable delay, but in no event later than seventy-two (72) hours after discovery of such breach.

9.2.3 Such notification shall include:

• (a) A description of the nature of the breach;
• (b) The categories and approximate number of individuals affected;
• (c) The categories and approximate number of Personal Information records affected;
• (d) The likely consequences of the breach;
• (e) Measures taken or proposed to address the breach.

Section 9.3 Ohio Data Protection Act (Safe Harbor)

9.3.1 Provider represents that it maintains and will continue to maintain a cybersecurity program that reasonably conforms to an industry-recognized cybersecurity framework, as described in the Ohio Data Protection Act (Ohio Revised Code Section 1354.01 et seq.).

9.3.2 Such frameworks include, but are not limited to:

• (a) NIST Cybersecurity Framework;
• (b) NIST Special Publications 800-171 and 800-53;
• (c) ISO 27001;
• (d) Center for Internet Security Critical Security Controls;
• (e) Federal Risk and Authorization Management Program (FedRAMP);
• (f) Payment Card Industry Data Security Standard (PCI-DSS).

Section 9.4 Data Processing Agreement

9.4.1 If required by applicable data protection laws, the Parties shall enter into a Data Processing Agreement, which shall be attached hereto as Exhibit C and incorporated herein by reference.

---

ARTICLE X: REPRESENTATIONS AND WARRANTIES

Section 10.1 Mutual Representations and Warranties

10.1.1 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 formation;
• (b) It has full power and authority to enter into this Agreement and perform its obligations hereunder;
• (c) This Agreement has been duly authorized, executed, and delivered by such Party and constitutes a valid and binding obligation;
• (d) The execution and performance of this Agreement will not violate any applicable law or any agreement to which it is a party.

Section 10.2 Provider Warranties

10.2.1 Provider represents and warrants that:

• (a) The Services shall be performed in a professional and workmanlike manner consistent with industry standards;
• (b) Provider has and shall maintain all licenses, permits, and certifications required to perform the Services;
• (c) The Deliverables shall conform to the applicable Acceptance Criteria during the Warranty Period;
• (d) The Deliverables shall be free from material defects in design and workmanship;
• (e) The Deliverables shall not infringe or misappropriate any third party's Intellectual Property Rights;
• (f) Provider personnel have the necessary skills, training, and experience to perform the Services;
• (g) The Deliverables shall not contain any viruses, malware, or other harmful code.

Section 10.3 Warranty Remedies

10.3.1 If any Deliverable fails to conform to the applicable warranties during the Warranty Period, Provider shall, at Provider's expense:

• (a) Repair or replace the non-conforming Deliverable; or
• (b) If repair or replacement is not commercially practicable, refund the Fees paid for the non-conforming Deliverable.

Section 10.4 Disclaimer

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

---

ARTICLE XI: INDEMNIFICATION

Section 11.1 Provider Indemnification

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

• (a) Any claim that the Deliverables or Services infringe or misappropriate any third party's Intellectual Property Rights;
• (b) Provider's breach of this Agreement;
• (c) Provider's gross negligence or willful misconduct;
• (d) Any claim by Provider's employees or subcontractors relating to their employment or engagement;
• (e) Provider's failure to comply with applicable laws, including data protection laws.

Section 11.2 Client Indemnification

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

• (a) Any claim that the Client Materials infringe or misappropriate any third party's Intellectual Property Rights;
• (b) Client's breach of this Agreement;
• (c) Client's gross negligence or willful misconduct;
• (d) Client's use of the Deliverables in violation of this Agreement or applicable law.

Section 11.3 Infringement Remedies

11.3.1 If any Deliverable is held to infringe or is likely to infringe any third party's Intellectual Property Rights, Provider shall, at Provider's 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 alternative with substantially equivalent functionality.

11.3.2 If none of the foregoing remedies is commercially practicable, Provider shall refund the Fees paid for the infringing Deliverable.

Section 11.4 Indemnification Procedures

11.4.1 The indemnified Party shall:

• (a) Promptly notify the indemnifying Party in writing of any claim for which indemnification is sought;
• (b) Allow the indemnifying Party to control the defense and settlement of such claim;
• (c) Cooperate with the indemnifying Party in the defense of such claim;
• (d) Not settle any claim without the indemnifying Party's prior written consent.

11.4.2 The indemnifying Party shall not settle any claim in a manner that imposes any liability, obligation, or restriction on the indemnified Party without the indemnified Party's prior written consent.

---

ARTICLE XII: LIMITATION OF LIABILITY

Section 12.1 Limitation on Indirect Damages

12.1.1 EXCEPT FOR (A) BREACHES OF CONFIDENTIALITY OBLIGATIONS, (B) INDEMNIFICATION OBLIGATIONS, (C) INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS, OR (D) GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, 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, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Section 12.2 Limitation on Total Liability

12.2.1 EXCEPT FOR (A) BREACHES OF CONFIDENTIALITY OBLIGATIONS, (B) INDEMNIFICATION OBLIGATIONS, (C) INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS, (D) GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, OR (E) CLIENT'S OBLIGATION TO PAY FEES, EACH PARTY'S TOTAL CUMULATIVE LIABILITY UNDER 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) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE LIABILITY; OR
• (b) [____] DOLLARS ($[____]).

Section 12.3 Applicability

12.3.1 The limitations of liability set forth in this Article XII shall apply regardless of the form of action, whether in contract, tort (including negligence), strict liability, or otherwise, and shall survive and apply even if any limited remedy specified in this Agreement is found to have failed of its essential purpose.

Section 12.4 Ohio Law

12.4.1 The Parties acknowledge that the limitations and exclusions set forth in this Article XII are reasonable and reflect a fair allocation of risk. Such limitations shall be enforced to the fullest extent permitted under Ohio law.

---

ARTICLE XIII: INSURANCE

Section 13.1 Provider Insurance

13.1.1 During the Term, Provider shall maintain the following insurance coverage:

• (a) Commercial General Liability: Not less than $[____] per occurrence and $[____] aggregate;
• (b) Professional Liability/Errors and Omissions: Not less than $[____] per claim and $[____] aggregate;
• (c) Workers' Compensation: As required by Ohio law (Ohio Revised Code Chapter 4123);
• (d) Cyber Liability: Not less than $[____] per occurrence (if Provider handles Personal Information or Client systems);
• (e) Employer's Liability: Not less than $[____] per occurrence.

Section 13.2 Insurance Requirements

13.2.1 All insurance policies shall:

• (a) Be issued by insurers with an A.M. Best rating of A- or better;
• (b) Name Client as an additional insured on the Commercial General Liability policy;
• (c) Provide for thirty (30) days' advance written notice to Client of cancellation or material change.

13.2.2 Provider shall provide Client with certificates of insurance evidencing such coverage upon request.

---

ARTICLE XIV: COMPLIANCE

Section 14.1 Legal Compliance

14.1.1 Each Party shall comply with all applicable federal, state, and local laws, regulations, and ordinances in connection with its performance under this Agreement.

14.1.2 Provider shall maintain all licenses, permits, and certifications required to perform the Services in the State of Ohio.

Section 14.2 Anti-Corruption

14.2.1 Each Party represents, warrants, and covenants that it shall not:

• (a) Offer, promise, give, or authorize the giving of any bribe, kickback, or other improper payment;
• (b) Violate any applicable anti-corruption laws, including the U.S. Foreign Corrupt Practices Act.

Section 14.3 Export Controls

14.3.1 Each Party shall comply with all applicable export control laws and regulations, including the Export Administration Regulations (EAR) and International Traffic in Arms Regulations (ITAR).

14.3.2 Provider shall not export or re-export any Deliverables or technical data to any country, person, or entity prohibited by applicable export control laws without the required government authorization.

Section 14.4 Employment and Labor

14.4.1 Provider shall comply with all applicable employment and labor laws, including:

• (a) Ohio Minimum Wage Laws (Ohio Revised Code Chapter 4111);
• (b) Ohio Civil Rights Laws (Ohio Revised Code Chapter 4112);
• (c) Federal Fair Labor Standards Act;
• (d) Equal employment opportunity laws;
• (e) Ohio Workers' Compensation Law.

---

ARTICLE XV: FORCE MAJEURE

Section 15.1 Force Majeure Events

15.1.1 Neither Party shall be liable for any failure or delay in performance due to a Force Majeure Event.

15.1.2 The affected Party shall:

• (a) Promptly notify the other Party of the Force Majeure Event;
• (b) Use reasonable efforts to mitigate the impact of the Force Majeure Event;
• (c) Resume performance as soon as reasonably practicable.

Section 15.2 Extended Force Majeure

15.2.1 If a Force Majeure Event continues for more than sixty (60) days, either Party may terminate the affected Statement(s) of Work upon written notice to the other Party.

15.2.2 In the event of such termination, Client shall pay Provider for all Services performed and accepted Deliverables delivered through the effective date of termination.

---

ARTICLE XVI: DISPUTE RESOLUTION

Section 16.1 Informal Resolution

16.1.1 The Parties shall attempt to resolve any dispute arising out of or relating to this Agreement through good faith negotiations.

16.1.2 Either Party may initiate the dispute resolution process by providing written notice to the other Party describing the dispute.

16.1.3 Within ten (10) Business Days of such notice, the Parties' Project Managers shall meet (in person or by teleconference) to attempt to resolve the dispute.

Section 16.2 Escalation

16.2.1 If the Project Managers are unable to resolve the dispute within thirty (30) days, the dispute shall be escalated to the Parties' senior executives for resolution.

16.2.2 The senior executives shall meet (in person or by teleconference) within fifteen (15) Business Days of escalation to attempt to resolve the dispute.

Section 16.3 Mediation

16.3.1 If the Parties are unable to resolve the dispute through escalation within thirty (30) days, either Party may initiate mediation by providing written notice to the other Party.

16.3.2 The mediation shall be conducted in accordance with the mediation rules of JAMS or another mutually agreed mediation service.

16.3.3 The mediation shall take place in [Columbus/Cleveland/Cincinnati], Ohio, unless the Parties agree otherwise.

Section 16.4 Litigation

16.4.1 If the dispute is not resolved through mediation within sixty (60) days of the initiation of mediation, either Party may pursue its remedies in a court of competent jurisdiction.

16.4.2 The Parties agree that exclusive venue for any litigation arising out of or relating to this Agreement shall be in the state or federal courts located in [____] County, Ohio.

Section 16.5 Governing Law

16.5.1 This Agreement shall be governed by and construed in accordance with the laws of the State of Ohio, without regard to its conflicts of law principles.

Section 16.6 Waiver of Jury Trial

16.6.1 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.

Section 16.7 Injunctive Relief

16.7.1 Notwithstanding the foregoing, either Party may seek injunctive or other equitable relief from any court of competent jurisdiction to prevent irreparable harm pending the resolution of a dispute.

Section 16.8 Attorneys' Fees

16.8.1 In any action or proceeding to enforce this Agreement, the prevailing Party shall be entitled to recover its reasonable attorneys' fees and costs.

---

ARTICLE XVII: GENERAL PROVISIONS

Section 17.1 Entire Agreement

17.1.1 This Agreement, including all Exhibits, Schedules, and Statements of Work, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written.

Section 17.2 Amendments

17.2.1 This Agreement may not be amended or modified except by a written instrument signed by authorized representatives of both Parties.

Section 17.3 Waiver

17.3.1 No waiver of any provision of this Agreement shall be effective unless in writing and signed by the waiving Party.

17.3.2 No failure or delay by either Party in exercising any right or remedy shall constitute a waiver thereof.

Section 17.4 Severability

17.4.1 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, and the remaining provisions shall continue in full force and effect.

Section 17.5 Assignment

17.5.1 Neither Party may assign this Agreement or any rights or obligations hereunder without the prior written consent of the other Party, except that either Party may assign this Agreement to an Affiliate or to a successor in connection with a merger, acquisition, or sale of all or substantially all of its assets.

17.5.2 Any attempted assignment in violation of this Section 17.5 shall be void.

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

Section 17.6 Independent Contractors

17.6.1 The relationship between the Parties is that of independent contractors. Nothing in this Agreement shall be construed to create a partnership, joint venture, agency, or employment relationship between the Parties.

17.6.2 Provider shall be solely responsible for all taxes, benefits, and insurance for Provider and Provider's personnel.

Section 17.7 Notices

17.7.1 All notices under this Agreement shall be in writing and shall be delivered:

• (a) By personal delivery;
• (b) By overnight courier;
• (c) By certified mail, return receipt requested; or
• (d) By email with confirmation of receipt.

17.7.2 Notices shall be sent to the addresses set forth in the preamble or to such other address as a Party may designate by notice in accordance with this Section.

17.7.3 Notices shall be deemed given upon receipt.

Section 17.8 Publicity

17.8.1 Neither Party shall use the other Party's name, logo, or trademarks in any publicity, advertising, or marketing materials without the prior written consent of the other Party.

17.8.2 Provider may include Client's name in Provider's client list for marketing purposes.

Section 17.9 Counterparts

17.9.1 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.

17.9.2 Electronic signatures shall be deemed original signatures for all purposes under this Agreement, consistent with the Ohio Uniform Electronic Transactions Act (Ohio Revised Code Chapter 1306).

Section 17.10 No Third-Party Beneficiaries

17.10.1 This Agreement is for the sole benefit of the Parties and their respective successors and permitted assigns. Nothing in this Agreement shall be construed to create any rights in any third party.

Section 17.11 Construction

17.11.1 The Parties acknowledge that they have participated jointly in the negotiation and drafting of this Agreement. No provision of this Agreement shall be construed against any Party on the ground that such Party drafted or proposed such provision.

---

ARTICLE XVIII: SIGNATURES

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

---

PROVIDER:

[PROVIDER LEGAL NAME]

Signature: [________________________________]

Printed Name: [________________________________]

Title: [________________________________]

Date: [__/__/____]

---

CLIENT:

[CLIENT LEGAL NAME]

Signature: [________________________________]

Printed Name: [________________________________]

Title: [________________________________]

Date: [__/__/____]

---

EXHIBIT A: FORM OF STATEMENT OF WORK

STATEMENT OF WORK NO. [____]

Pursuant to the Master Services Agreement dated [__/__/____] between [PROVIDER NAME] ("Provider") and [CLIENT NAME] ("Client")

---

SOW Effective Date: [__/__/____]

Project Name: [________________________________]

---

1. SCOPE OF SERVICES

1.1 Project Overview
[________________________________]

1.2 Services to be Performed

• ☐ [________________________________]
• ☐ [________________________________]
• ☐ [________________________________]

1.3 Out of Scope
The following items are expressly excluded from the scope of this SOW:

• [________________________________]
• [________________________________]

---

2. DELIVERABLES

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

---

3. PROJECT TIMELINE

3.1 Milestones

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

3.2 Project Duration

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

---

4. FEES AND PAYMENT

4.1 Fee Structure
☐ Time and Materials
☐ Fixed Fee
☐ Milestone-Based
☐ Retainer

4.2 Rates/Amounts
| Role/Item | Rate/Amount |
|-----------|-------------|
| [________________________________] | $[____] |
| [________________________________] | $[____] |
| [________________________________] | $[____] |

4.3 Estimated Total: $[________________________________]

4.4 Budget Cap: $[________________________________] (not to be exceeded without written approval)

4.5 Payment Schedule
[________________________________]

4.6 Invoicing Frequency:
☐ Monthly
☐ Upon Milestone Completion
☐ Upon Project Completion
☐ Other: [________________________________]

---

5. CLIENT RESPONSIBILITIES

Client shall provide the following:

• ☐ [________________________________]
• ☐ [________________________________]
• ☐ [________________________________]

---

6. KEY PERSONNEL

Role	Name	Responsibilities
Provider Project Manager	[________________________________]	[________________________________]
Client Project Manager	[________________________________]	[________________________________]
[________________________________]	[________________________________]	[________________________________]

---

7. ASSUMPTIONS AND DEPENDENCIES

7.1 Assumptions

• [________________________________]
• [________________________________]

7.2 Dependencies

• [________________________________]
• [________________________________]

---

8. SPECIAL TERMS

[________________________________]

---

9. ACCEPTANCE

PROVIDER:

Signature: [________________________________]

Printed Name: [________________________________]

Title: [________________________________]

Date: [__/__/____]

CLIENT:

Signature: [________________________________]

Printed Name: [________________________________]

Title: [________________________________]

Date: [__/__/____]

---

EXHIBIT B: FORM OF CHANGE ORDER

CHANGE ORDER NO. [____]

To Statement of Work No. [____] dated [__/__/____]

---

Change Order Date: [__/__/____]

Requested By: ☐ Provider ☐ Client

---

1. DESCRIPTION OF CHANGE

[________________________________]

---

2. REASON FOR CHANGE

[________________________________]

---

3. IMPACT ASSESSMENT

3.1 Scope Impact
[________________________________]

3.2 Timeline Impact

• Original End Date: [__/__/____]
• Revised End Date: [__/__/____]

3.3 Fee Impact

• Original Budget: $[________________________________]
• Change Amount: $[________________________________]
• Revised Budget: $[________________________________]

---

4. REVISED DELIVERABLES (if applicable)

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

---

5. ACCEPTANCE

PROVIDER:

Signature: [________________________________]

Printed Name: [________________________________]

Title: [________________________________]

Date: [__/__/____]

CLIENT:

Signature: [________________________________]

Printed Name: [________________________________]

Title: [________________________________]

Date: [__/__/____]

---

OHIO JURISDICTIONAL NOTES

Important Ohio-Specific Considerations:

1. Statute of Limitations

• Written contracts: 8 years (Ohio Revised Code Section 2305.06)
• Oral contracts: 6 years (Ohio Revised Code Section 2305.07)

2. Interest Rates

• Prejudgment interest: 8% per annum (Ohio Revised Code Section 1343.03)
• Parties may contract for a different rate

3. Ohio Data Protection Act (Safe Harbor)

• Ohio Revised Code Section 1354.01 et seq.
• Provides affirmative defense against data breach tort claims for businesses that maintain cybersecurity programs conforming to industry-recognized frameworks
• Frameworks include: NIST, ISO 27001, CIS Controls, PCI-DSS, FedRAMP, HIPAA

4. Data Breach Notification

• Ohio Revised Code Section 1349.19 et seq.
• Requires notification to affected Ohio residents without unreasonable delay
• Notification to Attorney General required for breaches affecting 1,000+ residents

5. Trade Secrets

• Ohio Uniform Trade Secrets Act (Ohio Revised Code Chapter 1333)
• Provides civil remedies for misappropriation of trade secrets
• Statute of limitations: 4 years from discovery

6. Workers' Compensation

• Ohio Bureau of Workers' Compensation (BWC) administers the state fund system
• Most employers must participate in the state fund or be self-insured
• Independent contractor status requires careful documentation

7. Electronic Signatures

• Ohio has adopted the Uniform Electronic Transactions Act (Ohio Revised Code Chapter 1306)
• Electronic signatures are valid and enforceable
• Certain exceptions apply

8. Venue and Jurisdiction

• Ohio courts generally enforce forum selection clauses
• Franklin County (Columbus), Cuyahoga County (Cleveland), and Hamilton County (Cincinnati) are common venues
• Ohio Commercial Docket available in certain counties for complex commercial cases

9. Business Registration

• Foreign entities must register to do business in Ohio
• Registration required with the Ohio Secretary of State
• Failure to register may affect ability to bring suit in Ohio courts

10. Choice of Law

• Ohio generally follows the Restatement (Second) of Conflict of Laws
• Choice of law provisions are typically enforced
• Most significant relationship test applies absent choice

11. Jury Trial Waiver

• Ohio courts generally enforce contractual jury trial waivers
• Waiver should be knowing, voluntary, and conspicuous

12. Consumer Protection

• Ohio Consumer Sales Practices Act (Ohio Revised Code Chapter 1345)
• Applies to consumer transactions
• Private right of action available for unfair or deceptive practices

---

This template complies with Ohio law as of the last updated date. Laws may change, and parties should consult with qualified Ohio legal counsel before using this template.