MASTER SERVICES AGREEMENT

State of Texas

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AGREEMENT NUMBER: [________________________________]

EFFECTIVE DATE: [__/__/____]

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PARTIES TO THIS AGREEMENT

SERVICE PROVIDER:

Name: [________________________________]

Entity Type: ☐ Corporation ☐ LLC ☐ Partnership ☐ Sole Proprietorship ☐ Other: [________________]

State of Formation: [________________________________]

Principal Place of Business: [________________________________]

Address: [________________________________]

City: [________________________________] State: [____] ZIP: [__________]

Phone: [________________________________]

Email: [________________________________]

Texas Secretary of State File Number (if applicable): [________________________________]

(hereinafter referred to as "Provider")

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CLIENT:

Name: [________________________________]

Entity Type: ☐ Corporation ☐ LLC ☐ Partnership ☐ Sole Proprietorship ☐ Other: [________________]

State of Formation: [________________________________]

Principal Place of Business: [________________________________]

Address: [________________________________]

City: [________________________________] State: [____] ZIP: [__________]

Phone: [________________________________]

Email: [________________________________]

Texas Secretary of State File Number (if applicable): [________________________________]

(hereinafter referred to as "Client")

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

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RECITALS

WHEREAS, Provider is engaged in the business of providing professional services and possesses the expertise, experience, and qualifications to perform such services;

WHEREAS, Client desires to engage Provider to perform certain professional services as more particularly described in one or more Statements of Work to be executed pursuant to this Agreement;

WHEREAS, the Parties desire to establish the terms and conditions that will govern their relationship with respect to any services to be provided by Provider to Client;

WHEREAS, this Agreement is intended to comply with all applicable Texas laws, including but not limited to the Texas Business and Commerce Code, Texas Civil Practice and Remedies Code, and Texas Finance Code;

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

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ARTICLE 1: DEFINITIONS

1.1 "Acceptance" means Client's written confirmation that a Deliverable conforms to the applicable Acceptance Criteria, or deemed acceptance as provided in Section 4.6.

1.2 "Acceptance Criteria" means the specifications, requirements, and standards set forth in the applicable Statement of Work against which Deliverables will be evaluated for Acceptance.

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

1.4 "Agreement" means this Master Services Agreement, including all Exhibits, Schedules, and Statements of Work attached hereto or incorporated by reference, as amended from time to time.

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

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

1.7 "Client Data" means all data, information, content, and materials provided by Client or collected, generated, or processed on Client's behalf in connection with the Services.

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

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

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

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

1.12 "Expenses" means reasonable, documented, out-of-pocket costs incurred by Provider in connection with the performance of Services, as authorized in advance by Client.

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

1.14 "Force Majeure Event" means any event beyond the reasonable control of a Party, including but not limited to acts of God, natural disasters, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, hurricanes, earthquakes, accidents, strikes, or shortages of transportation, facilities, fuel, energy, labor, or materials.

1.15 "Intellectual Property Rights" means all patents, copyrights, trademarks, trade secrets, and other intellectual property rights, whether registered or unregistered, and all applications therefor.

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

1.17 "Open Source Software" means software that is distributed under a license approved by the Open Source Initiative or that otherwise requires, as a condition of use, modification, or distribution, that the software or other software combined or distributed with it be disclosed or distributed in source code form, licensed for the purpose of making derivative works, or redistributable at no charge.

1.18 "Personal Identifying Information" has the meaning set forth in the Texas Business and Commerce Code § 521.002.

1.19 "Pre-Existing Materials" means any materials, including software, tools, methodologies, and know-how, owned by or licensed to Provider prior to the Effective Date or developed by Provider outside the scope of this Agreement.

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

1.21 "Review Period" means the period specified in a Statement of Work during which Client may evaluate Deliverables for conformance with Acceptance Criteria.

1.22 "Sensitive Personal Information" has the meaning set forth in the Texas Business and Commerce Code § 521.002.

1.23 "Services" means the professional services to be performed by Provider for Client as described in one or more Statements of Work.

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

1.25 "Statement of Work" or "SOW" means a document executed by both Parties that describes specific Services to be performed, Deliverables to be provided, timelines, Fees, and other project-specific terms.

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

1.27 "Term" means the period during which this Agreement is in effect, as set forth in Article 12.

1.28 "Texas Data Privacy and Security Act" means the data protection law codified in Texas Business and Commerce Code Chapter 541.

1.29 "Warranty Period" means the period following Acceptance during which Provider warrants that Deliverables will conform to Acceptance Criteria, as specified in the applicable Statement of Work.

1.30 "Work Product" means all Deliverables, inventions, discoveries, improvements, and other work created by Provider in the course of performing the Services.

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ARTICLE 2: SCOPE OF SERVICES

2.1 Services Generally. Provider agrees to perform the Services described in each Statement of Work executed by the Parties in accordance with the terms and conditions of this Agreement. The specific scope, timeline, and Fees for each engagement shall be set forth in the applicable Statement of Work.

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

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

(b) Identification of Deliverables, if any;

(c) Acceptance Criteria for Deliverables;

(d) Project timeline, including milestones and deadlines;

(e) Fees and payment schedule;

(f) Identification of Key Personnel, if applicable;

(g) Client responsibilities and dependencies;

(h) Service Levels, if applicable;

(i) Any project-specific terms that modify or supplement this Agreement.

2.3 Order of Precedence. In the event of any conflict or inconsistency between or among the documents comprising this Agreement, the following order of precedence shall apply (in descending order):

(a) Any amendments to this Master Services Agreement, in reverse chronological order;

(b) The body of this Master Services Agreement;

(c) The applicable Statement of Work, in reverse chronological order;

(d) Exhibits and Schedules, in alphabetical or numerical order;

(e) Policies and procedures referenced herein.

2.4 No Implied Obligations. Provider shall have no obligation to perform any services except as expressly set forth in an executed Statement of Work. Purchase orders or other ordering documents shall have no effect unless expressly incorporated into a Statement of Work.

2.5 Statement of Work Execution. Each Statement of Work shall be executed by authorized representatives of both Parties and shall reference this Agreement. Upon execution, each Statement of Work shall become a part of this Agreement and shall be governed by its terms.

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ARTICLE 3: STATEMENT OF WORK PROCESS

3.1 SOW Initiation. Either Party may propose a new Statement of Work by providing a draft to the other Party for review and negotiation. Neither Party shall be obligated to enter into any Statement of Work.

3.2 SOW Negotiation. The Parties shall negotiate in good faith to finalize the terms of each proposed Statement of Work. Negotiations may include discussions regarding scope, timeline, Fees, Acceptance Criteria, and other project-specific terms.

3.3 SOW Execution. No Statement of Work shall be effective until signed by authorized representatives of both Parties. Electronic signatures shall be valid and binding to the extent permitted by the Texas Uniform Electronic Transactions Act (Texas Business and Commerce Code Chapter 322).

3.4 Change Orders. Either Party may request a change to an existing Statement of Work by submitting a written change request to the other Party. The change request shall describe the proposed change in reasonable detail, including any impact on scope, timeline, and Fees.

3.5 Change Order Review. Upon receipt of a change request, the receiving Party shall have ten (10) Business Days to review and respond. The Parties shall negotiate in good faith to agree upon the terms of any Change Order.

3.6 Change Order Execution. No change to a Statement of Work shall be effective unless documented in a Change Order signed by authorized representatives of both Parties. Provider shall not be obligated to perform any changed or additional services until a Change Order is fully executed.

3.7 Emergency Changes. In the event of an emergency requiring immediate action, Provider may proceed with reasonable changes as directed by Client's Project Manager, subject to subsequent documentation in a Change Order within five (5) Business Days.

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ARTICLE 4: PERFORMANCE OF SERVICES

4.1 Standard of Care. Provider shall perform the Services in a professional and workmanlike manner, consistent with industry standards and practices for similar services in Texas. Provider shall use qualified personnel with appropriate skills, training, and experience.

4.2 Compliance with Laws. Provider shall perform the Services in compliance with all applicable federal, state, and local laws, regulations, and ordinances, including but not limited to:

(a) Texas Labor Code requirements;

(b) Texas Business and Commerce Code requirements;

(c) Texas Identity Theft Enforcement and Protection Act (Business and Commerce Code Chapter 521);

(d) Texas Data Privacy and Security Act (Business and Commerce Code Chapter 541);

(e) All applicable professional licensing requirements;

(f) Occupational safety and health requirements;

(g) Texas Commission on Human Rights Act anti-discrimination requirements (Labor Code Chapter 21).

4.3 Project Management. Each Party shall designate a Project Manager who shall be responsible for:

(a) Serving as the primary point of contact for day-to-day communications;

(b) Coordinating activities and resources;

(c) Monitoring progress against the project timeline;

(d) Facilitating resolution of issues and disputes;

(e) Authorizing routine decisions within defined parameters.

4.4 Progress Reporting. Provider shall provide regular progress reports to Client at the frequency specified in the applicable Statement of Work, or if not specified, at least monthly. Progress reports shall include:

(a) Summary of work completed during the reporting period;

(b) Work planned for the next reporting period;

(c) Status of Deliverables and milestones;

(d) Issues, risks, and proposed mitigation measures;

(e) Budget and resource utilization.

4.5 Deliverable Submission. Provider shall submit Deliverables to Client in accordance with the timeline and format specified in the applicable Statement of Work. Each Deliverable shall be accompanied by documentation sufficient to enable Client to evaluate conformance with Acceptance Criteria.

4.6 Acceptance Process.

(a) Upon receipt of a Deliverable, Client shall have the Review Period specified in the applicable Statement of Work (or ten (10) Business Days if not specified) to evaluate the Deliverable against the Acceptance Criteria.

(b) If the Deliverable conforms to the Acceptance Criteria, Client shall provide written notice of Acceptance.

(c) If the Deliverable does not conform to the Acceptance Criteria, Client shall provide written notice specifying the non-conformities in reasonable detail.

(d) Provider shall have fifteen (15) Business Days (or such other period as specified in the Statement of Work) to correct the identified non-conformities and resubmit the Deliverable.

(e) If Client fails to provide written notice of Acceptance or rejection within the Review Period, the Deliverable shall be deemed accepted.

4.7 Rejection and Remedies. If a Deliverable fails to conform to Acceptance Criteria after two (2) resubmissions, Client may, at its option:

(a) Extend the correction period;

(b) Accept the Deliverable with an equitable adjustment to Fees;

(c) Terminate the applicable Statement of Work for cause; or

(d) Exercise any other remedies available under this Agreement or at law.

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ARTICLE 5: CLIENT OBLIGATIONS

5.1 General Cooperation. Client shall cooperate with Provider and provide such assistance as is reasonably necessary for Provider to perform the Services, including:

(a) Providing access to facilities, systems, and personnel as needed;

(b) Providing Client Materials and information in a timely manner;

(c) Making decisions and providing approvals within agreed timeframes;

(d) Designating personnel with appropriate authority to act on Client's behalf;

(e) Obtaining any necessary third-party consents or licenses.

5.2 Client Materials. Client shall provide all Client Materials specified in the applicable Statement of Work in the format and timeline specified therein. Client represents and warrants that:

(a) Client has the right to provide Client Materials to Provider;

(b) Client Materials do not infringe any third-party Intellectual Property Rights;

(c) Provider's use of Client Materials as contemplated by this Agreement will not violate any law or third-party rights.

5.3 Client Dependencies. Provider's obligation to meet timelines and Deliverable schedules is contingent upon Client's timely performance of its obligations. If Client fails to perform a Client dependency:

(a) Provider shall notify Client promptly in writing;

(b) The project timeline shall be extended by a reasonable period;

(c) If Client's failure materially impacts Provider's costs, the Parties shall negotiate an equitable adjustment to Fees.

5.4 Review and Feedback. Client shall review Deliverables and other work product within the timeframes specified in the applicable Statement of Work and provide timely, substantive feedback.

5.5 Decision Authority. Client shall ensure that its Project Manager and other designated personnel have appropriate authority to make decisions and provide approvals necessary for the project to proceed without unreasonable delay.

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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:

(a) Time and Materials: Based on actual hours worked at the rates specified in the Statement of Work;

(b) Fixed Fee: A lump sum for completion of defined Services or Deliverables;

(c) Milestone-Based: Payments tied to achievement of specified milestones;

(d) Retainer: A recurring fee for ongoing services;

(e) Hybrid: A combination of the above.

6.2 Rate Schedule. Provider's standard rate schedule is attached as Exhibit A. Rates specified in a Statement of Work shall supersede the standard rate schedule for that engagement.

6.3 Rate Adjustments. Provider may adjust its standard rates annually upon thirty (30) days' prior written notice to Client. Rate adjustments shall not affect Statements of Work executed prior to the effective date of the adjustment unless otherwise agreed.

6.4 Expenses. Client shall reimburse Provider for reasonable, documented Expenses incurred in connection with the Services, provided that:

(a) Expenses are authorized in advance by Client in writing or are specified in the Statement of Work;

(b) Expenses exceeding $[________] individually or $[________] in the aggregate require Client's prior written approval;

(c) Provider provides documentation (receipts, invoices) for Expenses upon request;

(d) Travel expenses shall be in accordance with Client's travel policy, if provided, or otherwise at reasonable commercial rates.

6.5 Invoicing.

(a) Provider shall submit invoices to Client at the frequency specified in the applicable Statement of Work, or if not specified, monthly in arrears.

(b) Invoices shall include sufficient detail to enable Client to verify the charges, including:

• Description of Services performed;
• Hours worked and applicable rates (for time and materials engagements);
• Milestones achieved (for milestone-based engagements);
• Itemization of Expenses;
• Applicable taxes;
• Invoice number and date;
• Payment due date.

(c) Invoices shall be submitted to:

☐ Email: [________________________________]

☐ Portal: [________________________________]

☐ Mail: [________________________________]

6.6 Payment Terms. Client shall pay undisputed invoice amounts within thirty (30) days of receipt of invoice, or such other period as specified in the applicable Statement of Work. Payment shall be made by:

☐ ACH/Wire Transfer to: [________________________________]

☐ Check payable to: [________________________________]

☐ Other: [________________________________]

6.7 Invoice Disputes. If Client disputes any portion of an invoice in good faith:

(a) Client shall pay the undisputed portion when due;

(b) Client shall notify Provider in writing of the dispute within fifteen (15) days of receipt of the invoice, specifying the nature and amount of the dispute;

(c) The Parties shall work in good faith to resolve the dispute within thirty (30) days;

(d) If the dispute is resolved in Provider's favor, Client shall pay the disputed amount plus interest within ten (10) days.

6.8 Late Payment. Amounts not paid when due shall bear interest at the rate of one and one-half percent (1.5%) per month or the maximum rate permitted by Texas law, whichever is less. Under Texas Finance Code Chapter 302, the maximum rate for commercial transactions without a written agreement is six percent (6%) per annum; however, written contracts may specify higher rates up to the applicable usury ceiling, which varies based on the type of transaction.

6.9 Suspension for Non-Payment. If Client fails to pay undisputed amounts within thirty (30) days after the due date, Provider may, upon ten (10) days' prior written notice:

(a) Suspend performance of Services until payment is received;

(b) Withhold delivery of Deliverables;

(c) Terminate this Agreement or the applicable Statement of Work for cause.

6.10 Taxes.

(a) Fees do not include sales, use, excise, value-added, or other similar taxes. Client shall pay all such taxes, excluding taxes based on Provider's net income.

(b) Texas does not have a state income tax but does impose sales and use taxes on certain services. The Parties shall cooperate to determine tax applicability.

(c) If Client is required by law to withhold taxes from payments to Provider, Client shall gross up the payment so that Provider receives the full amount of the Fees.

(d) Each Party shall provide the other with any tax forms or documentation reasonably requested.

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ARTICLE 7: INTELLECTUAL PROPERTY RIGHTS

7.1 Client Materials. Client retains all right, title, and interest in and to Client Materials and Client Data. Client grants Provider a limited, non-exclusive, royalty-free license to use Client Materials and Client Data solely to the extent necessary to perform the Services during the Term.

7.2 Pre-Existing Materials. Provider retains all right, title, and interest in and to Pre-Existing Materials. To the extent Pre-Existing Materials are incorporated into any Deliverable, Provider grants Client a non-exclusive, perpetual, irrevocable, royalty-free, worldwide license to use such Pre-Existing Materials solely in connection with Client's use of the Deliverable.

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

☐ OPTION A - Work Made for Hire/Assignment to Client:

(a) To the maximum extent permitted by law, all Work Product shall be considered "work made for hire" as defined in the United States Copyright Act (17 U.S.C. § 101) and shall be the exclusive property of Client.

(b) To the extent any Work Product does not qualify as work made for hire, Provider hereby irrevocably assigns to Client all right, title, and interest in and to such Work Product, including all Intellectual Property Rights therein.

(c) Provider shall execute such documents and take such actions as Client may reasonably request to perfect Client's ownership of the Work Product.

(d) Provider retains no rights in the Work Product except as expressly granted herein.

☐ OPTION B - License to Client:

(a) Provider retains all right, title, and interest in and to Work Product, including all Intellectual Property Rights therein.

(b) Provider grants Client a non-exclusive, perpetual, irrevocable, royalty-free, worldwide license to use, reproduce, modify, display, distribute, and create derivative works of the Work Product for Client's internal business purposes.

(c) Client may not sublicense the Work Product except to Affiliates or contractors who agree to be bound by terms at least as protective as those in this Agreement.

7.4 Open Source Software. Provider shall not incorporate any Open Source Software into Deliverables without Client's prior written approval. If Open Source Software is approved for use:

(a) Provider shall identify all Open Source Software and the applicable licenses;

(b) Provider shall ensure that the use of Open Source Software complies with the applicable license terms;

(c) Provider shall not use any Open Source Software with "copyleft" or "viral" provisions (such as GPL) that would require Client to disclose or distribute its proprietary software.

7.5 Third-Party Materials. If any third-party materials are to be incorporated into Deliverables, Provider shall identify such materials in the applicable Statement of Work and obtain any necessary licenses for Client's use.

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

7.7 Residual Knowledge. Notwithstanding anything to the contrary, each Party shall be free to use and employ its general skills, know-how, and expertise, and to use, disclose, and employ any generalized ideas, concepts, know-how, methods, techniques, or skills gained or learned during performance of this Agreement, subject to the confidentiality obligations herein.

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ARTICLE 8: CONFIDENTIALITY

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

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 known to the Receiving Party prior to disclosure, as demonstrated by written records;

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

(d) Is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information, as demonstrated by written records.

8.3 Obligations. The Receiving Party shall:

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

(b) Not disclose Confidential Information to any third party except as expressly permitted herein;

(c) Use Confidential Information only for the purposes of this Agreement;

(d) Limit access to Confidential Information to employees, contractors, and agents who have a need to know and who are bound by confidentiality obligations at least as protective as those herein;

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

8.4 Permitted Disclosures. The Receiving Party may disclose Confidential Information:

(a) To its Affiliates, employees, contractors, and advisors who have a need to know and are bound by confidentiality obligations;

(b) As required by law, regulation, or legal process, provided that the Receiving Party:

• Gives the Disclosing Party prompt written notice (to the extent legally permitted);
• Cooperates with the Disclosing Party's efforts to obtain a protective order;
• Discloses only such information as is legally required.

8.5 Duration. The obligations of confidentiality shall survive termination or expiration of this Agreement for a period of five (5) years; provided, however, that obligations with respect to trade secrets shall continue for as long as the information qualifies as a trade secret under the Texas Uniform Trade Secrets Act (Texas Civil Practice and Remedies Code Chapter 134A).

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

(a) Return all tangible Confidential Information to the Disclosing Party; or

(b) Destroy all Confidential Information (including electronic copies) and certify such destruction in writing;

(c) Notwithstanding the foregoing, the Receiving Party may retain copies of Confidential Information as required by law or in accordance with its standard backup and archival procedures, subject to continued confidentiality obligations.

8.7 Injunctive Relief. Each Party acknowledges that a breach of confidentiality obligations may cause irreparable harm for which monetary damages would be inadequate. Accordingly, the Disclosing Party shall be entitled to seek injunctive or other equitable relief, without the necessity of posting a bond or proving actual damages, to the extent permitted by Texas law.

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ARTICLE 9: DATA PROTECTION AND SECURITY

9.1 Applicability. This Article 9 applies to the extent Provider processes Personal Identifying Information or Sensitive Personal Information on behalf of Client in connection with the Services.

9.2 Texas Identity Theft Enforcement and Protection Act Compliance. To the extent Provider processes Sensitive Personal Information subject to Texas Business and Commerce Code Chapter 521:

(a) Provider shall implement and maintain reasonable procedures, including taking any appropriate corrective action, to protect from unlawful use or disclosure any Sensitive Personal Information collected or maintained in the regular course of business;

(b) Provider shall destroy or arrange for the destruction of customer records containing Sensitive Personal Information by shredding, erasing, or otherwise modifying the information to make it unreadable or undecipherable;

(c) Provider shall comply with the data breach notification requirements under Section 521.053, including notifying affected Texas residents without unreasonable delay and notifying the Texas Attorney General if more than 250 Texas residents are affected.

9.3 Texas Data Privacy and Security Act Compliance. To the extent the Texas Data Privacy and Security Act (Texas Business and Commerce Code Chapter 541) applies to the processing of personal data:

(a) Provider shall process personal data only in accordance with Client's instructions;

(b) Provider shall implement appropriate technical and organizational measures to protect personal data;

(c) Provider shall assist Client in responding to consumer rights requests;

(d) Provider shall make available to Client information necessary to demonstrate compliance;

(e) Provider shall allow and cooperate with reasonable assessments by Client or Client's designated assessor.

9.4 Security Measures. Provider shall implement and maintain reasonable security measures to protect Client Data and Personal Identifying Information from unauthorized access, use, disclosure, alteration, or destruction, including:

(a) Administrative safeguards (security policies, training, access controls);

(b) Technical safeguards (encryption, firewalls, intrusion detection);

(c) Physical safeguards (facility security, equipment protection).

9.5 Security Standards. Provider's security measures shall be consistent with:

☐ SOC 2 Type II

☐ ISO 27001

☐ NIST Cybersecurity Framework

☐ Industry standard practices for similar services

☐ Other: [________________________________]

9.6 Security Incidents. Provider shall:

(a) Notify Client within forty-eight (48) hours of confirming any Security Incident affecting Client Data or Personal Identifying Information;

(b) Provide reasonable cooperation and assistance in investigating and responding to the Security Incident;

(c) Take reasonable measures to mitigate the effects of the Security Incident;

(d) Assist Client in complying with breach notification requirements under Texas Business and Commerce Code § 521.053;

(e) Not make any public statements regarding the Security Incident without Client's prior approval, except as required by law.

9.7 Data Processing Agreement. If required by applicable law, the Parties shall execute a Data Processing Agreement substantially in the form attached as Exhibit B.

9.8 Subprocessors. Provider shall not engage any Subprocessor to process Personal Identifying Information without Client's prior written consent. Provider shall ensure that any approved Subprocessor is bound by data protection obligations consistent with this Agreement and applicable Texas law.

9.9 Data Return and Deletion. Upon termination or expiration of this Agreement, or upon Client's request, Provider shall:

(a) Return Client Data to Client in a mutually agreed format; and/or

(b) Securely delete or destroy Client Data and certify such deletion in writing;

(c) Provider may retain copies of Client Data as required by law, subject to continued confidentiality and security obligations.

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ARTICLE 10: REPRESENTATIONS AND WARRANTIES

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

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

(b) It has the legal power and authority to enter into and perform its obligations under this Agreement;

(c) The execution and performance of this Agreement does not conflict with any other agreement to which it is a party;

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

10.2 Provider Representations and Warranties. Provider represents and warrants that:

(a) Professional Services: The Services will be performed in a professional and workmanlike manner, consistent with industry standards and practices for similar services in Texas;

(b) Conformance: Deliverables will conform to the Acceptance Criteria set forth in the applicable Statement of Work at the time of delivery and during the Warranty Period;

(c) Non-Infringement: The Services and Deliverables, as provided by Provider, will not infringe any third-party Intellectual Property Rights;

(d) Malware-Free: Deliverables will be free from viruses, malware, and other harmful code at the time of delivery;

(e) Compliance: Provider will perform the Services in compliance with all applicable laws and regulations;

(f) Sufficient Rights: Provider has sufficient rights to grant the licenses granted herein;

(g) Personnel: Provider's personnel performing Services have the skills, training, and experience necessary to perform the Services competently;

(h) No Conflicts: Provider's performance of Services does not breach any obligation to a third party.

10.3 Client Representations and Warranties. Client represents and warrants that:

(a) Client has the right to provide Client Materials to Provider for use in performing the Services;

(b) Client Materials do not infringe any third-party Intellectual Property Rights;

(c) Client has obtained all necessary consents and authorizations for Provider to process Client Data as contemplated by this Agreement.

10.4 Disclaimer of Warranties. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, EACH PARTY DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. PROVIDER DOES NOT WARRANT THAT THE SERVICES OR DELIVERABLES WILL MEET CLIENT'S REQUIREMENTS OR THAT THE OPERATION OF ANY DELIVERABLE WILL BE UNINTERRUPTED OR ERROR-FREE.

10.5 Warranty Remedies. If a Deliverable fails to conform to the warranty in Section 10.2(b) during the Warranty Period, Provider shall, at its option:

(a) Re-perform the Services or repair the Deliverable at no additional cost to Client; or

(b) Refund the Fees paid for the non-conforming Deliverable.

10.6 Warranty Claims. To make a warranty claim, Client must notify Provider in writing within the Warranty Period, describing the non-conformity in reasonable detail. Client's failure to provide timely notice shall not relieve Provider of its warranty obligations but may reduce Provider's liability to the extent Provider is prejudiced by the delay.

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ARTICLE 11: INDEMNIFICATION

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

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

(b) Any claim arising from Provider's breach of its representations, warranties, or obligations under this Agreement;

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

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

(e) Any claim arising from personal injury or property damage caused by Provider or its personnel.

11.2 IP Indemnification Exclusions. Provider's indemnification obligation under Section 11.1(a) shall not apply to the extent the claim arises from:

(a) Client Materials or Client's instructions;

(b) Modifications to Deliverables made by Client or a third party;

(c) Combination of Deliverables with other products, services, or materials not provided or approved by Provider;

(d) Client's use of Deliverables in violation of this Agreement.

11.3 IP Indemnification Remedies. If a Deliverable is or may become subject to an infringement claim, Provider may, at its option and expense:

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

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

(c) If neither (a) nor (b) is commercially practicable, terminate the applicable Statement of Work and refund the Fees paid for the infringing Deliverable.

11.4 Client Indemnification. Client shall defend, indemnify, and hold harmless Provider and its Affiliates, and their respective officers, directors, employees, agents, successors, and assigns (collectively, "Provider Indemnitees") from and against any and all Losses arising out of or relating to:

(a) Client Materials, including any claim that Client Materials infringe third-party rights;

(b) Client's instructions that cause Provider to violate third-party rights or applicable law;

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

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

11.5 Indemnification Procedures. The indemnification obligations set forth herein are subject to the following procedures:

(a) The party seeking indemnification (the "Indemnified Party") shall provide prompt written notice of the claim to the indemnifying party (the "Indemnifying Party");

(b) The Indemnifying Party shall have the right to assume and control the defense of the claim with counsel of its choosing;

(c) The Indemnified Party shall cooperate with the Indemnifying Party in the defense and may participate at its own expense;

(d) The Indemnifying Party shall not settle any claim without the Indemnified Party's consent if the settlement imposes any obligation on the Indemnified Party or does not include a full release;

(e) Failure to provide prompt notice shall not relieve the Indemnifying Party of its obligations except to the extent it is prejudiced by the delay.

11.6 Texas-Specific Indemnification Rules. The Parties acknowledge that under Texas law, certain indemnification provisions may be subject to limitations. To the extent this Agreement involves construction or engineering services, the indemnification provisions are subject to Texas Civil Practice and Remedies Code Chapter 130, which may void provisions requiring indemnification for the sole or partial negligence of the indemnitee in certain circumstances.

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ARTICLE 12: LIMITATION OF LIABILITY

12.1 Exclusion of Certain Damages. EXCEPT FOR THE CARVE-OUTS SET FORTH IN SECTION 12.3, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, REVENUE, GOODWILL, DATA, OR USE, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

12.2 Cap on Liability. EXCEPT FOR THE CARVE-OUTS SET FORTH IN SECTION 12.3, EACH PARTY'S TOTAL CUMULATIVE LIABILITY TO THE OTHER PARTY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, SHALL NOT EXCEED:

☐ The total Fees paid or payable by Client under this Agreement during the twelve (12) months preceding the claim;

☐ $[________________________________];

☐ Other: [________________________________].

12.3 Carve-Outs. The limitations set forth in Sections 12.1 and 12.2 shall not apply to:

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

(b) Either Party's confidentiality obligations under Article 8;

(c) Provider's data protection obligations under Article 9;

(d) Either Party's gross negligence, willful misconduct, or fraud;

(e) Client's obligation to pay Fees;

(f) Claims arising from Provider's infringement of Client's Intellectual Property Rights;

(g) Claims arising from unauthorized disclosure of trade secrets.

12.4 Essential Purpose. THE PARTIES ACKNOWLEDGE THAT THE LIMITATIONS OF LIABILITY SET FORTH IN THIS ARTICLE 12 REPRESENT A REASONABLE ALLOCATION OF RISK AND ARE A FUNDAMENTAL PART OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. THE PARTIES AGREE THAT THE LIMITATIONS SHALL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

12.5 Texas Law Considerations. Under Texas Civil Practice and Remedies Code Chapter 41, exemplary (punitive) damages are subject to statutory caps and may only be recovered if the claimant proves by clear and convincing evidence that the harm resulted from fraud, malice, or gross negligence. The limitations herein are subject to Texas law regarding the enforceability of contractual limitations of liability.

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ARTICLE 13: INSURANCE

13.1 Required Coverage. During the Term and for a period of two (2) years thereafter, Provider shall maintain the following insurance coverage:

(a) Commercial General Liability: $[________] per occurrence / $[________] aggregate, covering bodily injury, property damage, personal injury, and advertising injury;

(b) Professional Liability/Errors & Omissions: $[________] per claim / $[________] aggregate, covering claims arising from professional services;

(c) Cyber Liability/Data Breach: $[________] per claim / $[________] aggregate, covering data breaches, network security, and privacy liability;

(d) Workers' Compensation: As required by Texas law, with Employer's Liability of at least $[________]. Note: Texas does not require private employers to carry workers' compensation insurance, but if elected, coverage must comply with Texas Labor Code Title 5;

(e) Commercial Automobile Liability: $[________] combined single limit (if applicable);

(f) Umbrella/Excess Liability: $[________] (if applicable).

13.2 Policy Requirements. All insurance policies shall:

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

(b) Be primary and non-contributory with respect to any insurance carried by Client;

(c) Include a waiver of subrogation in favor of Client (for applicable policies);

(d) Require thirty (30) days' prior written notice to Client of cancellation or material change.

13.3 Additional Insured. Client shall be named as an additional insured on Provider's Commercial General Liability and Umbrella/Excess Liability policies.

13.4 Certificates of Insurance. Upon request, Provider shall provide Client with certificates of insurance evidencing the required coverage. Provider shall provide updated certificates upon renewal.

13.5 No Limitation. The insurance requirements herein do not limit Provider's liability under this Agreement or constitute a representation that the coverage is sufficient to cover Provider's potential liabilities.

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ARTICLE 14: TERM AND TERMINATION

14.1 Term. This Agreement shall commence on the Effective Date and continue for an initial term of:

☐ [________] year(s)

☐ Until all Statements of Work are completed or terminated

☐ Other: [________________________________]

14.2 Renewal. Following 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;

☐ Expire unless renewed by mutual written agreement;

☐ Continue on a month-to-month basis until terminated by either Party upon [________] days' written notice.

14.3 Termination for Convenience.

☐ Option A - Mutual Right: Either Party may terminate this Agreement for convenience upon [________] days' prior written notice to the other Party.

☐ Option B - Client Only: Client may terminate this Agreement for convenience upon [________] days' prior written notice to Provider.

☐ Option C - No Termination for Convenience: Neither Party may terminate this Agreement for convenience.

14.4 Termination for Cause. Either Party may terminate this Agreement immediately upon written notice if:

(a) The other Party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receiving written notice specifying the breach;

(b) The other Party becomes insolvent, makes an assignment for the benefit of creditors, files or has filed against it a petition in bankruptcy, or has a receiver appointed for its assets;

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

14.5 Termination of Statement of Work. Either Party may terminate an individual Statement of Work:

(a) For cause, under the same terms as Section 14.4;

(b) For convenience, if permitted under Section 14.3, without terminating this Agreement;

(c) As otherwise provided in the Statement of Work.

14.6 Effect on Statements of Work. Termination or expiration of this Agreement shall automatically terminate all outstanding Statements of Work unless otherwise agreed in writing.

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ARTICLE 15: CONSEQUENCES OF TERMINATION

15.1 Payment Obligations. Upon termination or expiration:

(a) Client shall pay Provider all Fees and Expenses earned through the effective date of termination;

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

(c) For fixed-fee or milestone-based engagements, Client shall pay a pro-rata portion of Fees based on work completed, or as otherwise specified in the Statement of Work;

(d) If Client terminates for convenience, Client shall reimburse Provider for reasonable, non-cancellable costs and commitments incurred in connection with the Services.

15.2 Wind-Down. Unless otherwise agreed, Provider shall:

(a) Cease performing Services as of the termination effective date;

(b) Deliver to Client all completed and partially completed Deliverables;

(c) Cooperate with Client to ensure an orderly transition.

15.3 Transition Assistance. Upon Client's request, Provider shall provide reasonable transition assistance for a period not to exceed [________] days following termination, at Provider's then-current rates, to facilitate the orderly transition of Services to Client or a successor provider.

15.4 Return of Materials. Upon termination or expiration:

(a) Each Party shall return or destroy the other Party's Confidential Information in accordance with Article 8;

(b) Provider shall return all Client Materials and Client Data;

(c) Client shall return all Provider Materials (except Pre-Existing Materials incorporated into Deliverables for which Client has a license).

15.5 Survival. The following provisions shall survive termination or expiration of this Agreement: Article 1 (Definitions), Article 7 (Intellectual Property Rights), Article 8 (Confidentiality), Article 9 (Data Protection), Article 10 (Representations and Warranties, as applicable to delivered Services), Article 11 (Indemnification), Article 12 (Limitation of Liability), Article 15 (Consequences of Termination), Article 17 (Dispute Resolution), and Article 18 (General Provisions), and any other provisions that by their nature should survive.

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ARTICLE 16: COMPLIANCE

16.1 Anti-Corruption. Each Party represents and warrants that it has not and will not, in connection with this Agreement:

(a) Violate any applicable anti-corruption law, including the U.S. Foreign Corrupt Practices Act and similar laws;

(b) Offer, pay, promise, or authorize the payment of any bribe, kickback, or improper benefit to any person;

(c) Make any facilitation payment to government officials.

16.2 Export Controls. Each Party shall comply with all applicable export control laws and regulations. Provider shall provide export classification information upon Client's request.

16.3 Sanctions. Each Party represents and warrants that it is not, and is not owned or controlled by, a person or entity that is:

(a) On any U.S. government restricted party list (including OFAC SDN List, Entity List);

(b) Located in, organized under the laws of, or ordinarily resident in a comprehensively sanctioned country or region.

16.4 Labor and Employment. Provider shall comply with all applicable labor and employment laws, including:

(a) Texas Labor Code requirements regarding wages and working conditions;

(b) Texas Payday Law (Labor Code Chapter 61) requirements;

(c) Texas Commission on Human Rights Act (Labor Code Chapter 21) anti-discrimination requirements;

(d) Worker classification requirements under Texas law;

(e) Workers' compensation requirements (if applicable).

16.5 Independent Contractor Status. Provider is an independent contractor and not an employee, agent, joint venturer, or partner of Client. Nothing in this Agreement creates an employment relationship. Provider shall be solely responsible for:

(a) Payment of compensation to its personnel;

(b) Withholding and payment of all applicable taxes;

(c) Provision of employee benefits;

(d) Compliance with workers' compensation requirements (if elected).

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ARTICLE 17: DISPUTE RESOLUTION

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

17.2 Informal Resolution. The Parties shall attempt to resolve any dispute arising out of or relating to this Agreement through good-faith negotiations. Either Party may initiate negotiations by providing written notice describing the dispute.

17.3 Escalation. If the dispute is not resolved within thirty (30) days of the initial notice, either Party may escalate the dispute to senior executives of each Party, who shall meet (in person or by video conference) within fifteen (15) days to attempt to resolve the dispute.

17.4 Formal Dispute Resolution. If the dispute is not resolved through escalation, the Parties shall proceed as follows:

☐ OPTION A - Binding Arbitration:

(a) The dispute shall be resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules;

(b) The arbitration shall be conducted in [City], Texas, by a single arbitrator mutually selected by the Parties, or if the Parties cannot agree, appointed by the AAA;

(c) The arbitrator's decision shall be final and binding, and judgment may be entered in any court of competent jurisdiction;

(d) Each Party shall bear its own costs, and the Parties shall share equally the arbitrator's fees and expenses;

(e) The arbitration proceedings and award shall be confidential;

(f) The Federal Arbitration Act and Texas General Arbitration Act (Texas Civil Practice and Remedies Code Chapter 171) shall govern this arbitration provision.

☐ OPTION B - Litigation:

(a) The Parties submit to the exclusive jurisdiction of the state and federal courts located in [County], Texas;

(b) Each Party waives any objection to venue in such courts.

17.5 Jury Waiver. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY HEREBY WAIVES ITS RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT. The Parties acknowledge that jury waivers are generally enforceable under Texas law in commercial contracts between sophisticated parties.

17.6 Equitable Relief. Notwithstanding the foregoing, either Party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its Confidential Information or Intellectual Property Rights, without the requirement of posting a bond.

17.7 Attorneys' Fees. In any action or proceeding to enforce this Agreement, the prevailing Party shall be entitled to recover its reasonable attorneys' fees and costs from the non-prevailing Party.

17.8 Continued Performance. Pending resolution of any dispute, the Parties shall continue to perform their obligations under this Agreement, except as to the specific matters in dispute.

17.9 Statute of Limitations. Under Texas Civil Practice and Remedies Code Chapter 16, the statute of limitations for breach of contract claims is four (4) years from accrual.

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ARTICLE 18: GENERAL PROVISIONS

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

(a) When delivered personally;

(b) One (1) Business Day after deposit with a nationally recognized overnight courier;

(c) Three (3) Business Days after mailing by certified mail, return receipt requested;

(d) Upon confirmation of receipt if sent by email (for routine communications only; formal notices require a copy by another method).

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

18.2 Assignment. Neither Party may assign this Agreement without the prior written consent of the other Party, except that:

(a) Either Party may assign to an Affiliate;

(b) Either Party may assign 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.

Any purported assignment in violation of this Section shall be void.

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

(a) Provider shall remain fully responsible for the performance of the Services;

(b) Subcontractors are bound by confidentiality and other obligations consistent with this Agreement;

(c) Client's prior written consent is required for Subcontractors who will access Client's Confidential Information or Personal Identifying Information.

18.4 Force Majeure. Neither Party shall be liable for any delay or failure to perform its obligations (except payment obligations) due to a Force Majeure Event. The affected Party shall:

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

(b) Use reasonable efforts to mitigate the impact;

(c) Resume performance as soon as practicable.

If a Force Majeure Event continues for more than sixty (60) days, either Party may terminate the affected Statement of Work.

18.5 Entire Agreement. 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, representations, and understandings.

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

18.7 Waiver. The failure of either Party to enforce any provision of this Agreement shall not constitute a waiver of such provision or the right to enforce it later. Any waiver must be in writing and signed by the waiving Party.

18.8 Severability. If any provision of this Agreement is held to be invalid, illegal, 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 while preserving the Parties' original intent.

18.9 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Electronic signatures shall be valid and binding pursuant to the Texas Uniform Electronic Transactions Act (Texas Business and Commerce Code Chapter 322).

18.10 Publicity. Neither Party shall issue any press release or public statement regarding this Agreement without the other Party's prior written consent. Provider may include Client's name and logo in its client list and marketing materials, subject to Client's trademark usage guidelines.

18.11 Non-Exclusivity. This Agreement is non-exclusive. Client is free to engage other service providers, and Provider is free to provide services to other clients, including Client's competitors.

18.12 Third-Party Beneficiaries. This Agreement is for the sole benefit of the Parties and their permitted successors and assigns. Nothing herein creates any rights in any third party.

18.13 Interpretation. The headings in this Agreement are for convenience only and shall not affect interpretation. The word "including" means "including without limitation." References to statutes include amendments thereto.

18.14 Construction. This Agreement has been negotiated by the Parties and shall not be construed against either Party as the drafter.

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ARTICLE 19: SIGNATURES

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

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PROVIDER:

Entity Name: [________________________________]

Signature: [________________________________]

Printed Name: [________________________________]

Title: [________________________________]

Date: [__/__/____]

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CLIENT:

Entity Name: [________________________________]

Signature: [________________________________]

Printed Name: [________________________________]

Title: [________________________________]

Date: [__/__/____]

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EXHIBIT A: STANDARD RATE SCHEDULE

Role/Position	Hourly Rate
[________________________________]	$[________]/hour
[________________________________]	$[________]/hour
[________________________________]	$[________]/hour
[________________________________]	$[________]/hour
[________________________________]	$[________]/hour

Effective Date of Rates: [__/__/____]

Notes:
- Overtime rates (if applicable): [________________________________]
- Holiday rates (if applicable): [________________________________]
- Minimum billing increments: [________________________________]

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EXHIBIT B: FORM OF STATEMENT OF WORK

STATEMENT OF WORK NO. [____]

Under Master Services Agreement dated [__/__/____]

Between [Provider Name] and [Client Name]

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1. PROJECT OVERVIEW

Project Name: [________________________________]

Description: [________________________________]

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2. SCOPE OF SERVICES

[________________________________]

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3. DELIVERABLES

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

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4. PROJECT TIMELINE

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

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5. CLIENT RESPONSIBILITIES

[________________________________]

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6. KEY PERSONNEL

Name	Role	Allocation
[________]	[________]	[________]

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7. FEES AND PAYMENT

Fee Structure: ☐ Time & Materials ☐ Fixed Fee ☐ Milestone-Based

Total Estimated/Fixed Fees: $[________________________________]

Payment Schedule: [________________________________]

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8. REVIEW AND WARRANTY PERIODS

Review Period: [________] Business Days

Warranty Period: [________] days from Acceptance

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9. SERVICE LEVELS (if applicable)

[________________________________]

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10. PROJECT-SPECIFIC TERMS

[________________________________]

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SIGNATURES:

PROVIDER:

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

Name/Title: [________________________________]

CLIENT:

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

Name/Title: [________________________________]

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EXHIBIT C: DATA PROCESSING ADDENDUM

[To be attached if Personal Identifying Information processing is required]

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EXHIBIT D: SERVICE LEVEL AGREEMENT

[To be attached if ongoing services with SLAs are required]

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TEXAS-SPECIFIC COMPLIANCE CHECKLIST

☐ Agreement complies with Texas Business and Commerce Code contract requirements

☐ Statute of Frauds requirements met for applicable contracts (B&C Code § 26.01)

☐ Interest rate provisions comply with Texas Finance Code Chapter 302 (usury limits)

☐ Indemnification provisions comply with Civil Practice and Remedies Code Chapter 130 (if construction-related)

☐ Limitation of liability provisions comply with Civil Practice and Remedies Code Chapter 41 (exemplary damages)

☐ Texas Identity Theft Enforcement and Protection Act compliance addressed (B&C Code Chapter 521)

☐ Texas Data Privacy and Security Act compliance considered (B&C Code Chapter 541)

☐ Workers' Compensation election disclosed (not mandatory in Texas for private employers)

☐ Electronic signature provisions comply with Texas UETA (B&C Code Chapter 322)

☐ Jury waiver clearly and unambiguously stated

☐ Arbitration provisions comply with Texas General Arbitration Act (CPRC Chapter 171)

☐ Four-year statute of limitations for contract claims noted (CPRC Chapter 16)

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End of Master Services Agreement - Texas