MASTER SERVICES AGREEMENT

STATE OF TENNESSEE

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

BY AND BETWEEN:

SERVICE PROVIDER:
Name: [________________________________]
Address: [________________________________]
City, State, ZIP: [________________________________], Tennessee [____]
Entity Type: ☐ Corporation ☐ Limited Liability Company ☐ Partnership ☐ Sole Proprietorship
State of Formation: [________________________________]
("Provider")

AND

CLIENT:
Name: [________________________________]
Address: [________________________________]
City, State, ZIP: [________________________________], Tennessee [____]
Entity Type: ☐ Corporation ☐ Limited Liability Company ☐ Partnership ☐ Sole Proprietorship ☐ Individual
State of Formation/Residence: [________________________________]
("Client")

Provider and Client are sometimes referred to 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 services as described in one or more Statements of Work executed pursuant to this Agreement; and

WHEREAS, Provider desires to perform such services for Client subject to the terms and conditions set forth herein; and

WHEREAS, the Parties wish to establish the general terms and conditions that will govern their business relationship;

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

ARTICLE 1: DEFINITIONS

1.1 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 4.5.

1.1.2 "Acceptance Criteria" means the specifications, standards, and requirements for Deliverables as set forth in the applicable Statement of Work.

1.1.3 "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.

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

1.1.5 "Business Day" means any day other than a Saturday, Sunday, or Tennessee state holiday.

1.1.6 "Change Order" means a written document executed by both Parties that modifies the scope, schedule, or fees of a Statement of Work.

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

1.1.8 "Client Materials" means all documents, data, information, materials, equipment, and resources provided by Client for Provider's use in performing the Services.

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

1.1.10 "Deliverable" means any work product, report, software, documentation, or other tangible or intangible item to be delivered by Provider to Client as specified in a Statement of Work.

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

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

1.1.13 "Force Majeure Event" means any event beyond the reasonable control of a Party, including acts of God, natural disasters, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, epidemics, pandemics, strikes, or failures of transportation, communication, or power supply.

1.1.14 "Intellectual Property Rights" means all patents, copyrights, trademarks, trade secrets, and other intellectual property rights, whether registered or unregistered, and all applications and rights to apply for such rights.

1.1.15 "Open Source Software" means any software that is subject to open source license terms, including the GNU General Public License, Apache License, MIT License, or similar licenses.

1.1.16 "Personal Data" means any information relating to an identified or identifiable natural person, as defined under applicable privacy laws including the Tennessee Information Protection Act.

1.1.17 "Project Manager" means the individual designated by each Party to serve as the primary point of contact for matters relating to this Agreement.

1.1.18 "Provider Materials" means any pre-existing materials, tools, methodologies, frameworks, software, or other intellectual property owned by Provider and used in providing the Services.

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

1.1.20 "Statement of Work" or "SOW" means a written document executed by both Parties that describes the specific Services, Deliverables, timeline, and Fees for a particular project.

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

1.1.22 "Term" means the duration of this Agreement as specified in Article 11.

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

1.1.24 "Work Product" means all Deliverables and other work created by Provider in the performance of the Services, excluding Provider Materials.

ARTICLE 2: SCOPE OF AGREEMENT

2.1 Master Agreement. This Agreement establishes the general terms and conditions governing the provision of Services by Provider to Client. Specific Services shall be described in one or more Statements of Work executed by both Parties.

2.2 Statement of Work Requirements. Each Statement of Work shall include, at minimum:

☐ Description of Services to be performed
☐ Deliverables and Acceptance Criteria
☐ Project timeline and milestones
☐ Fees and payment schedule
☐ Provider and Client responsibilities
☐ Project Manager designations
☐ Any project-specific terms

2.3 Order of Precedence. In the event of a conflict between this Agreement and any 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.

2.4 Entire Agreement. This Agreement, together with all Statements of Work and Exhibits, constitutes the entire agreement between the Parties with respect to the subject matter hereof. Purchase orders or similar documents issued by Client shall have no legal effect except to the extent they reference a specific Statement of Work.

2.5 No Implied Obligations. Provider shall have no obligation to perform any services except as expressly set forth in an executed Statement of Work.

ARTICLE 3: STATEMENT OF WORK PROCESS

3.1 SOW Initiation. Either Party may propose a new Statement of Work by submitting a written request to the other Party's Project Manager.

3.2 SOW Development. Upon receipt of a request, the Parties shall negotiate in good faith to develop and execute a mutually acceptable Statement of Work.

3.3 SOW Execution. No Statement of Work shall be binding until executed by authorized representatives of both Parties.

3.4 SOW Template. Each Statement of Work shall substantially conform to the template attached hereto as Exhibit A.

3.5 Change Order Process.

3.5.1 Either Party may request changes to an executed Statement of Work by submitting a written Change Order request.

3.5.2 Change Order requests shall describe:
☐ Proposed changes to scope, schedule, or Deliverables
☐ Reason for the requested change
☐ Impact on Fees and timeline
☐ Any other relevant information

3.5.3 The receiving Party shall respond to a Change Order request within [____] Business Days.

3.5.4 No change shall be effective until a Change Order is executed by both Parties.

3.5.5 If the Parties cannot agree on a Change Order, the original Statement of Work shall remain in effect.

ARTICLE 4: SERVICES AND DELIVERABLES

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

4.2 Personnel.

4.2.1 Provider shall assign qualified personnel with appropriate skills and experience to perform the Services.

4.2.2 Key Personnel: The following individuals are designated as Key Personnel for this engagement:

4.2.3 Provider shall not remove or reassign Key Personnel without Client's prior written consent, which shall not be unreasonably withheld.

4.2.4 If Key Personnel become unavailable due to resignation, termination, illness, or other cause, Provider shall promptly notify Client and propose replacement personnel of equivalent qualifications.

4.3 Project Management.

4.3.1 Provider shall maintain regular communication with Client regarding project status, issues, and risks.

4.3.2 Provider shall provide written status reports at intervals specified in the applicable Statement of Work, or if not specified, weekly.

4.3.3 Status reports shall include:
☐ Work completed during the reporting period
☐ Work planned for the next period
☐ Budget and schedule status
☐ Issues and risks
☐ Change requests pending

4.4 Deliverables.

4.4.1 Provider shall deliver all Deliverables in accordance with the schedule and specifications set forth in the applicable Statement of Work.

4.4.2 All Deliverables shall be delivered in the format specified in the Statement of Work, or if not specified, in a format reasonably acceptable to Client.

4.4.3 Provider shall deliver all source code, documentation, and other materials necessary for Client to use and maintain the Deliverables.

4.5 Acceptance Process.

4.5.1 Upon delivery of each Deliverable, Client shall have [____] Business Days (the "Review Period") to review and test the Deliverable against the Acceptance Criteria.

4.5.2 If the Deliverable conforms to the Acceptance Criteria, Client shall provide written notice of Acceptance.

4.5.3 If the Deliverable does not conform to the Acceptance Criteria, Client shall provide written notice specifying the deficiencies in reasonable detail.

4.5.4 Provider shall correct any deficiencies and redeliver the Deliverable within [____] Business Days.

4.5.5 The review and correction process shall repeat until the Deliverable is Accepted or the Parties agree on an alternative resolution.

4.5.6 If Client fails to provide notice of Acceptance or rejection within the Review Period, the Deliverable shall be deemed Accepted.

4.6 Rejection for Material Non-Conformance.

4.6.1 If a Deliverable fails to conform to the Acceptance Criteria after [____] correction cycles, Client may:

☐ Extend the correction period
☐ Accept the Deliverable with an equitable reduction in Fees
☐ Terminate the applicable Statement of Work for cause

ARTICLE 5: CLIENT OBLIGATIONS

5.1 Cooperation. Client shall cooperate with Provider and provide timely access to personnel, information, systems, and facilities reasonably necessary for Provider to perform the Services.

5.2 Client Materials. Client shall provide all Client Materials identified in the applicable Statement of Work in a timely manner.

5.3 Decisions and Approvals. Client shall make decisions and provide approvals within the timeframes specified in the applicable Statement of Work, or if not specified, within [____] Business Days.

5.4 Project Manager. Client shall designate a Project Manager with authority to make day-to-day decisions and bind Client with respect to matters arising under this Agreement.

5.5 Third-Party Consents. Client shall obtain all necessary consents, licenses, and approvals from third parties required for Provider to perform the Services.

5.6 Compliance. Client shall comply with all applicable laws and regulations in connection with its use of the Services and Deliverables.

5.7 Client Dependencies. The applicable Statement of Work shall identify specific Client dependencies. Provider's obligations shall be excused to the extent Client fails to fulfill its dependencies.

5.8 Impact of Client Delays. If Client delays materially impact Provider's ability to perform, Provider may:

☐ Adjust the project schedule accordingly
☐ Request a Change Order for additional Fees
☐ Reassign personnel to other projects

ARTICLE 6: COMPENSATION AND PAYMENT

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

☐ Time and Materials: $[____] per hour for [________________________________]
☐ Fixed Price: $[________________________________] for the project
☐ Milestone-Based: Payments upon completion of specified milestones
☐ Retainer: $[________________________________] per month
☐ Other: [________________________________]

6.2 Expenses. Client shall reimburse Provider for reasonable, pre-approved expenses incurred in performing the Services, including:

☐ Travel expenses (airfare, lodging, meals, ground transportation)
☐ Materials and supplies
☐ Third-party services and licenses
☐ Other expenses as specified in the Statement of Work

6.3 Expense Approval. Expenses exceeding $[________________________________] individually or $[________________________________] in the aggregate require Client's prior written approval.

6.4 Invoicing.

6.4.1 Provider shall submit invoices:

☐ Monthly in arrears
☐ Upon completion of milestones
☐ According to the schedule in the Statement of Work
☐ Other: [________________________________]

6.4.2 Each invoice shall include:
☐ Invoice number and date
☐ Statement of Work reference
☐ Description of Services performed
☐ Hours worked (for time and materials)
☐ Itemized expenses with receipts
☐ Amount due

6.5 Payment Terms.

6.5.1 Client shall pay all undisputed invoices within [____] days of receipt.

6.5.2 Payments shall be made by:

☐ Check
☐ ACH transfer
☐ Wire transfer
☐ Credit card
☐ Other: [________________________________]

6.5.3 All payments shall be made in United States Dollars.

6.6 Late Payments.

6.6.1 Overdue amounts shall bear interest at the rate of [____]% per month, or the maximum rate permitted by Tennessee law, whichever is less.

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

6.7 Invoice Disputes.

6.7.1 Client shall notify Provider of any disputed charges within [____] days of receipt of the invoice.

6.7.2 The Parties shall work in good faith to resolve disputed charges within [____] Business Days.

6.7.3 Client shall pay all undisputed amounts pending resolution of disputed charges.

6.8 Suspension for Non-Payment. If Client fails to pay any undisputed amount when due and such failure continues for [____] days after written notice, Provider may suspend performance of the Services until payment is received.

6.9 Taxes.

6.9.1 Fees do not include any sales, use, excise, value-added, or other taxes. Client shall be responsible for all such taxes, excluding taxes based on Provider's income.

6.9.2 If Provider is required to collect taxes, such taxes shall be added to invoices and paid by Client.

6.9.3 Client shall provide Provider with valid tax exemption certificates upon request.

6.10 Fee Adjustments. Provider may adjust its standard rates annually upon [____] days' written notice to Client, effective for new Statements of Work executed after such notice.

ARTICLE 7: TERM AND TERMINATION

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

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

☐ Automatically renew for successive [____]-year periods unless either Party provides written notice of non-renewal at least [____] days prior to the end of the then-current term
☐ Terminate unless the Parties execute a written renewal agreement
☐ Continue on a month-to-month basis until terminated by either Party upon [____] days' written notice

7.3 Termination for Convenience.

☐ Either Party may terminate this Agreement or any Statement of Work for convenience upon [____] days' written notice
☐ Only Client may terminate for convenience upon [____] days' written notice
☐ Termination for convenience is not permitted

7.4 Termination for Cause.

7.4.1 Either Party may terminate this Agreement or any Statement of Work if the other Party:

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

(b) Becomes insolvent, files for bankruptcy, or makes an assignment for the benefit of creditors;

(c) Ceases to conduct business in the normal course; or

(d) Is subject to any governmental action that materially impairs its ability to perform.

7.4.2 Termination for cause shall be effective immediately upon written notice (for clauses (b)-(d)) or upon expiration of the cure period (for clause (a)).

7.5 Termination for Non-Payment. Provider may terminate this Agreement or any Statement of Work if Client fails to pay any undisputed amount within [____] days after written notice of non-payment.

7.6 Effect of Termination.

7.6.1 Upon termination or expiration:

(a) Client shall pay Provider for all Services performed and expenses incurred through the effective date of termination;

(b) For termination by Client for convenience, Client shall also pay:
☐ A termination fee of $[________________________________]
☐ Provider's non-cancellable commitments made in reliance on the Agreement
☐ [____]% of the remaining Fees under affected Statements of Work

(c) Each Party shall return or destroy the other Party's Confidential Information;

(d) Provider shall deliver to Client all completed Deliverables and work in progress;

(e) All licenses granted hereunder shall terminate, except as expressly provided otherwise.

7.7 Survival. The following provisions shall survive termination or expiration: Definitions, Confidentiality, Intellectual Property (to the extent licenses are perpetual), Limitation of Liability, Indemnification, Dispute Resolution, and any other provisions that by their nature should survive.

7.8 Transition Assistance. Upon Client's request, Provider shall provide reasonable transition assistance for a period of [____] days following termination at Provider's then-current rates.

ARTICLE 8: CONFIDENTIALITY

8.1 Confidential Information. Each Party acknowledges that it may receive Confidential Information of the other Party in connection with this Agreement.

8.2 Exclusions. Confidential Information does not include information that:

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

(b) Was rightfully in the receiving Party's possession prior to disclosure;

(c) Is rightfully obtained by the receiving Party from a third party without restriction;

(d) Is independently developed by the receiving Party without use of the disclosing Party's Confidential Information; or

(e) Is required to be disclosed by law, regulation, or court order, provided the receiving Party gives prompt notice and cooperates with the disclosing Party's efforts to obtain protective treatment.

8.3 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 it uses to protect its own confidential information, but no less than reasonable care;

(c) Limit access to Confidential Information to personnel who need to know and who are bound by confidentiality obligations at least as protective as these;

(d) Not disclose Confidential Information to any third party without the disclosing Party's prior written consent, except to professional advisors bound by confidentiality duties;

(e) Promptly notify the disclosing Party of any unauthorized use or disclosure.

8.4 Return or Destruction. Upon termination or expiration, or upon the disclosing Party's request, the receiving Party shall promptly return or destroy all Confidential Information and certify such destruction in writing.

8.5 Duration. Confidentiality obligations shall continue for [____] years following termination or expiration of this Agreement, except for trade secrets, which shall be protected for as long as they remain trade secrets under the Tennessee Uniform Trade Secrets Act, Tenn. Code Ann. Section 47-25-1701 et seq.

8.6 Injunctive Relief. Each Party acknowledges that breach of this Article may cause irreparable harm for which monetary damages would be inadequate. Accordingly, either Party may seek injunctive relief without posting bond, in addition to other available remedies.

ARTICLE 9: INTELLECTUAL PROPERTY RIGHTS

9.1 Background IP. Each Party retains all right, title, and interest in its Background IP. Neither Party grants the other any rights in its Background IP except as expressly provided herein.

9.2 Client Materials. Client retains all right, title, and interest in Client Materials. Client grants Provider a limited, non-exclusive license to use Client Materials solely for purposes of performing the Services.

9.3 Provider Materials. Provider retains all right, title, and interest in Provider Materials. Provider grants Client a:

☐ Perpetual, irrevocable, worldwide, non-exclusive, royalty-free license to use Provider Materials incorporated into Deliverables
☐ Limited license to use Provider Materials only during the Term
☐ Other: [________________________________]

9.4 Work Product Ownership. Ownership of Work Product shall be determined as follows:

☐ Option A - Client Ownership: All Work Product shall be deemed "work made for hire" to the maximum extent permitted by law. To the extent any Work Product does not qualify as work made for hire, Provider hereby assigns to Client all right, title, and interest in such Work Product, including all Intellectual Property Rights therein. Provider shall execute all documents and take all actions reasonably requested by Client to perfect Client's ownership.

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

☐ Option C - Joint Ownership: Work Product shall be jointly owned by the Parties. Each Party may use, license, and exploit jointly owned Work Product without accounting to the other Party.

☐ Option D - As Specified in SOW: Ownership shall be as specified in each Statement of Work.

9.5 Moral Rights. To the extent permitted by law, Provider waives any moral rights in the Work Product and shall obtain similar waivers from its personnel and Subcontractors.

9.6 Open Source Software.

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

9.6.2 Provider shall disclose all Open Source Software used in Deliverables, including the applicable license terms.

9.6.3 Provider shall not use any Open Source Software that would require Client to disclose or license its proprietary software or that would impose restrictions on Client's use of the Deliverables.

9.7 Third-Party Materials. Provider shall not incorporate any third-party materials into Deliverables without ensuring that Client has or will receive appropriate licenses to use such materials.

9.8 IP Warranties. Provider represents and warrants that:

(a) Provider has the right to grant the licenses granted herein;

(b) The Deliverables and Services will not infringe any third party's Intellectual Property Rights;

(c) Provider has not knowingly incorporated any materials that would subject Client to claims of infringement.

ARTICLE 10: WARRANTIES

10.1 Provider Warranties. Provider represents and warrants that:

10.1.1 Provider has the legal right and authority to enter into this Agreement and perform its obligations hereunder;

10.1.2 Services shall be performed in a professional and workmanlike manner by qualified personnel, consistent with industry standards;

10.1.3 Deliverables shall conform to the Acceptance Criteria and applicable specifications for the Warranty Period;

10.1.4 Deliverables shall be free from material defects in design and workmanship;

10.1.5 Services and Deliverables shall comply with all applicable laws and regulations;

10.1.6 Provider shall maintain all licenses, permits, and authorizations required to perform the Services;

10.1.7 Deliverables shall not contain any viruses, malware, or other harmful code;

10.1.8 No Deliverable shall contain any undisclosed features that could adversely affect Client's systems or data.

10.2 Client Warranties. Client represents and warrants that:

10.2.1 Client has the legal right and authority to enter into this Agreement;

10.2.2 Client has all necessary rights in Client Materials to permit Provider's use thereof;

10.2.3 Client Materials do not infringe any third party's rights;

10.2.4 Client shall comply with all applicable laws in its use of the Services and Deliverables.

10.3 Warranty Remedies. During the Warranty Period, if any Deliverable fails to conform to the applicable warranties:

(a) Client shall notify Provider in writing, specifying the non-conformance;

(b) Provider shall, at no additional cost, promptly correct the non-conformance or provide a workaround acceptable to Client;

(c) If Provider fails to correct the non-conformance within [____] days, Client may:
☐ Extend the correction period
☐ Obtain correction from a third party and recover reasonable costs from Provider
☐ Receive a refund of Fees paid for the non-conforming Deliverable

10.4 Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, PROVIDER MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. THIS DISCLAIMER IS MADE TO THE MAXIMUM EXTENT PERMITTED BY TENNESSEE LAW.

ARTICLE 11: INDEMNIFICATION

11.1 Provider Indemnification. Provider shall defend, indemnify, and hold harmless Client and its officers, directors, employees, and agents from and against any and all claims, damages, losses, liabilities, 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 negligence or willful misconduct;

(d) Provider's violation of applicable laws;

(e) Any claim arising from the acts or omissions of Provider's personnel or Subcontractors;

(f) Any claim for bodily injury or property damage caused by Provider.

11.2 IP Infringement Remedies. If any Deliverable is held to infringe or Provider reasonably believes it may be held to infringe, Provider shall, at its expense:

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

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

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

If none of the foregoing is commercially reasonable, Provider shall refund the Fees paid for the infringing Deliverable and Client may terminate the applicable Statement of Work.

11.3 Client Indemnification. Client shall defend, indemnify, and hold harmless Provider and its officers, directors, employees, and agents from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to:

(a) Client Materials infringing or misappropriating any third party's rights;

(b) Client's breach of this Agreement;

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

(d) Client's negligence or willful misconduct.

11.4 Indemnification Procedures.

(a) The indemnified Party shall promptly notify the indemnifying Party of any claim;

(b) The indemnifying Party shall have sole control of the defense and settlement;

(c) The indemnified Party shall cooperate and may participate at its own expense;

(d) The indemnifying Party shall not settle any claim that imposes liability on the indemnified Party without consent;

(e) Failure to provide prompt notice shall not relieve the indemnifying Party except to the extent prejudiced.

11.5 Exclusive Remedy. The indemnification provisions of this Article state the indemnified Party's sole and exclusive remedy for claims covered hereby.

ARTICLE 12: LIMITATION OF LIABILITY

12.1 Limitation on Damages. EXCEPT FOR THE EXCLUSIONS SET FORTH IN SECTION 12.3, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING DAMAGES FOR LOSS OF PROFITS, REVENUE, DATA, BUSINESS OPPORTUNITIES, OR GOODWILL, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR WHETHER A PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

12.2 Liability Cap. EXCEPT FOR THE EXCLUSIONS SET FORTH IN SECTION 12.3, EACH PARTY'S TOTAL AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED:

☐ The total Fees paid or payable by Client to Provider during the [____]-month period preceding the claim
☐ $[________________________________]
☐ The Fees paid under the applicable Statement of Work
☐ Other: [________________________________]

12.3 Exclusions from Limitations. The limitations in Sections 12.1 and 12.2 shall not apply to:

(a) A Party's indemnification obligations under Article 11;

(b) A Party's breach of Article 8 (Confidentiality);

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

(d) A Party's gross negligence or willful misconduct;

(e) A Party's fraud;

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

(g) Client's obligation to pay Fees.

12.4 Basis of the Bargain. THE PARTIES ACKNOWLEDGE THAT THE LIMITATIONS SET FORTH IN THIS ARTICLE REFLECT THE ALLOCATION OF RISK BETWEEN THE PARTIES AND ARE AN ESSENTIAL BASIS OF THE BARGAIN. THE FEES REFLECT THIS ALLOCATION OF RISK AND THE LIMITATIONS OF LIABILITY HEREIN.

12.5 Tennessee Law. This limitation of liability is governed by Tennessee Code Annotated Section 47-50-109 and other applicable Tennessee law.

ARTICLE 13: INSURANCE

13.1 Required Coverage. Provider shall maintain the following insurance coverage during the Term and for [____] years thereafter:

13.1.1 Commercial General Liability:
- Per occurrence: $[________________________________]
- General aggregate: $[________________________________]

13.1.2 Professional Liability / Errors and Omissions:
- Per claim: $[________________________________]
- Annual aggregate: $[________________________________]

13.1.3 Workers' Compensation:
- As required by Tennessee law

13.1.4 Employer's Liability:
- Per accident: $[________________________________]
- Disease - policy limit: $[________________________________]
- Disease - each employee: $[________________________________]

13.1.5 Cyber Liability / Technology Errors and Omissions (if applicable):
- Per claim: $[________________________________]
- Annual aggregate: $[________________________________]

13.1.6 Commercial Auto Liability (if applicable):
- Combined single limit: $[________________________________]

13.2 Additional Requirements.

(a) All policies shall be issued by insurers with an A.M. Best rating of A- VII or better;

(b) Client shall be named as an additional insured on the Commercial General Liability policy;

(c) Policies shall be primary and non-contributory;

(d) Provider shall provide certificates of insurance upon request;

(e) Provider shall provide [____] days' written notice of cancellation or material change;

(f) Provider's insurance shall not be reduced or cancelled without Client's prior written consent.

13.3 Subcontractor Insurance. Provider shall require Subcontractors to maintain insurance coverage comparable to that required of Provider.

ARTICLE 14: COMPLIANCE

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

14.2 Tennessee-Specific Compliance.

14.2.1 Tennessee Information Protection Act. If Provider processes Personal Data on behalf of Client, Provider shall comply with the Tennessee Information Protection Act, Tenn. Code Ann. Section 47-18-3201 et seq., including:

(a) Processing Personal Data only as instructed by Client;
(b) Implementing appropriate security measures;
(c) Assisting Client with data subject requests;
(d) Deleting or returning Personal Data upon termination;
(e) Allowing audits of compliance.

14.2.2 Data Processing Agreement. If required, the Parties shall execute a Data Processing Agreement in substantially the form attached as Exhibit B.

14.3 Anti-Corruption. Each Party warrants that it has not and will not:

(a) Offer, pay, or accept bribes or kickbacks;
(b) Make improper payments to government officials;
(c) Violate the Foreign Corrupt Practices Act or similar laws.

14.4 Export Controls. Provider shall comply with all applicable export control laws and regulations and shall not export or re-export any Deliverables or technical data in violation of such laws.

14.5 Sanctions. Neither Party shall engage in any transaction involving any person or entity subject to U.S. economic sanctions.

14.6 Non-Discrimination. Provider shall not discriminate against any employee or applicant based on race, color, religion, sex, national origin, age, disability, or other protected characteristics.

ARTICLE 15: DISPUTE RESOLUTION

15.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Tennessee, without regard to its conflict of laws principles.

15.2 Informal Resolution. The Parties shall attempt to resolve any dispute informally through good-faith negotiations between their Project Managers within [____] Business Days of written notice of the dispute.

15.3 Escalation. If the dispute is not resolved informally, it shall be escalated to the Parties' senior executives, who shall meet within [____] Business Days to attempt resolution.

15.4 Formal Dispute Resolution. If the dispute is not resolved through escalation, the Parties agree to the following:

☐ Option A - Mediation then Litigation:
(a) The dispute shall be submitted to non-binding mediation administered by [________________________________] in [________________________________], Tennessee.
(b) If mediation is unsuccessful within [____] days, either Party may initiate litigation.
(c) Each Party hereby submits to the exclusive jurisdiction of the state and federal courts located in [________________________________] County, Tennessee.

☐ Option B - Binding Arbitration:
(a) The dispute shall be resolved by binding arbitration in accordance with the rules of [________________________________].
(b) Arbitration shall be conducted in [________________________________], Tennessee.
(c) The arbitrator's decision shall be final and binding, and judgment may be entered in any court of competent jurisdiction.
(d) This arbitration provision is governed by Tennessee Code Annotated Section 29-5-302 et seq.

☐ Option C - Litigation Only:
Each Party hereby submits to the exclusive jurisdiction of the state and federal courts located in [________________________________] County, Tennessee.

15.5 Jury Waiver. TO THE MAXIMUM EXTENT PERMITTED BY TENNESSEE LAW, EACH PARTY HEREBY WAIVES ITS RIGHT TO A JURY TRIAL IN ANY ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT.

15.6 Prevailing Party. The prevailing Party in any dispute shall be entitled to recover its reasonable attorneys' fees and costs from the non-prevailing Party.

15.7 Continued Performance. During any dispute, Provider shall continue to perform the Services, and Client shall continue to pay undisputed Fees, unless this Agreement is terminated.

15.8 Injunctive Relief. Nothing in this Article shall prevent either Party from seeking injunctive or other equitable relief from a court of competent jurisdiction.

ARTICLE 16: GENERAL PROVISIONS

16.1 Notices. All notices under this Agreement shall be in writing and shall be deemed given when:

(a) Delivered personally;
(b) Sent by confirmed email;
(c) One (1) Business Day after deposit with a nationally recognized overnight courier; or
(d) Three (3) Business Days after deposit in the U.S. mail, certified, return receipt requested.

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

16.2 Assignment.

(a) Neither Party may assign this Agreement without the other Party's prior written consent, which shall not be unreasonably withheld.

(b) Notwithstanding the foregoing, 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 agrees in writing to be bound by this Agreement.

(c) Any assignment in violation of this Section shall be void.

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

(a) Provider remains fully responsible for Subcontractor performance;
(b) Subcontractors are bound by confidentiality obligations at least as protective as those herein;
(c) Client consents in writing (consent not to be unreasonably withheld) for Key Personnel subcontracting.

16.4 Independent Contractor. Provider is an independent contractor and not an employee, agent, partner, or joint venturer of Client. Provider shall be solely responsible for all taxes, benefits, and insurance for its personnel.

16.5 Force Majeure.

(a) Neither Party shall be liable for failure to perform due to a Force Majeure Event.

(b) The affected Party shall promptly notify the other Party and use reasonable efforts to mitigate the impact.

(c) If a Force Majeure Event continues for more than [____] days, either Party may terminate the affected Statement of Work.

(d) Force Majeure shall not excuse Client's payment obligations for Services already performed.

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

16.7 Waiver. No waiver of any provision or breach shall constitute a waiver of any other provision or subsequent breach. All waivers must be in writing.

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

16.9 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original. Electronic signatures shall be valid and binding.

16.10 Construction. This Agreement shall be construed fairly, without regard to which Party drafted any provision. Headings are for convenience only.

16.11 No Third-Party Beneficiaries. This Agreement is for the sole benefit of the Parties and their permitted successors and assigns. No third party shall have any rights hereunder.

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

16.13 Non-Solicitation. During the Term and for [____] months thereafter, neither Party shall directly solicit for employment any employee of the other Party who was involved in the performance of this Agreement, without the other Party's prior written consent. This provision shall not restrict general advertising or recruiting not specifically targeted at the other Party's employees.

16.14 Entire Agreement. This Agreement, including all Exhibits and Statements of Work, constitutes the entire agreement between the Parties and supersedes all prior agreements, negotiations, and communications regarding the subject matter hereof.

16.15 Records and Audit. Provider shall maintain accurate records of Services performed and Fees charged for [____] years. Upon reasonable notice, Client may audit such records during normal business hours to verify compliance with this Agreement.

ARTICLE 17: 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: STATEMENT OF WORK TEMPLATE

STATEMENT OF WORK NO. [____]

Effective Date: [__/__/____]

Reference: Master Services Agreement dated [__/__/____]

Project Name: [________________________________]

1. PROJECT OVERVIEW
[________________________________]

2. SCOPE OF SERVICES
[________________________________]

3. DELIVERABLES

4. PROJECT TIMELINE

5. FEES AND PAYMENT

☐ Time and Materials: $[____] per hour
☐ Fixed Price: $[________________________________]
☐ Milestone-Based: [________________________________]

Payment Schedule:
[________________________________]

6. CLIENT RESPONSIBILITIES
[________________________________]

7. PROVIDER RESPONSIBILITIES
[________________________________]

8. KEY PERSONNEL

9. ASSUMPTIONS
[________________________________]

10. OUT OF SCOPE
[________________________________]

11. ADDITIONAL TERMS
[________________________________]

AGREED AND ACCEPTED:

Provider: [________________________________]

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

Client: [________________________________]

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

EXHIBIT B: DATA PROCESSING AGREEMENT

[To be attached if Personal Data processing is required]

EXHIBIT C: SERVICE LEVEL AGREEMENT

[To be attached if applicable]

EXHIBIT D: SECURITY REQUIREMENTS

[To be attached if applicable]

EXHIBIT E: ACCEPTABLE USE POLICY

[To be attached if applicable]

TENNESSEE LEGAL NOTICES:

1. Choice of Law: This Agreement is governed by Tennessee law pursuant to Tennessee Code Annotated Title 47.

2. Limitation of Liability: Limitations of liability in this Agreement are subject to Tennessee Code Annotated Section 47-50-109.

3. Trade Secrets: Trade secret protections are governed by the Tennessee Uniform Trade Secrets Act, Tenn. Code Ann. Section 47-25-1701 et seq.

4. Data Privacy: Processing of personal data is subject to the Tennessee Information Protection Act, Tenn. Code Ann. Section 47-18-3201 et seq.

5. Arbitration: Any arbitration provisions are governed by Tennessee Code Annotated Section 29-5-302 et seq.

6. Consumer Protection: Consumer transactions may be subject to the Tennessee Consumer Protection Act, Tenn. Code Ann. Section 47-18-101 et seq.

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 Tennessee before use.