Master Services Agreement (Virginia)

MASTER SERVICES AGREEMENT

COMMONWEALTH OF VIRGINIA

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

BY AND BETWEEN:

SERVICE PROVIDER:
Name: [________________________________]
Address: [________________________________]
City, State, ZIP: [________________________________]
Entity Type: [________________________________]
State of Formation: [________________________________]
("Provider")

AND

CLIENT:
Name: [________________________________]
Address: [________________________________]
City, State, ZIP: [________________________________]
Entity Type: [________________________________]
State of Formation: [________________________________]
("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 including but not limited to [________________________________]; and

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

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

WHEREAS, the Parties intend this Agreement to serve as the master agreement governing all services provided by Provider to Client;

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

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ARTICLE 1: DEFINITIONS

1.1 Defined Terms

As used in this Agreement, the following terms shall have the meanings set forth below:

1.1.1 "Acceptance" means Client's written confirmation that Deliverables conform to the applicable Acceptance Criteria, or deemed acceptance as provided in Section 4.5.

1.1.2 "Acceptance Criteria" means the specifications, requirements, and standards against which Deliverables will be evaluated, as set forth in the applicable SOW.

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

1.1.4 "Agreement" means this Master Services Agreement, together with all Exhibits, Schedules, SOWs, and other documents incorporated herein by reference.

1.1.5 "Background IP" means any Intellectual Property that: (a) was developed or acquired by a Party prior to the Effective Date; or (b) is developed or acquired by a Party independently of this Agreement.

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

1.1.7 "Change Order" means a written document signed by both Parties that modifies an existing SOW in accordance with the Change Control Process.

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

1.1.9 "Client Materials" means all documents, data, information, materials, equipment, and other resources provided by Client to Provider for use in performing the Services.

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

1.1.11 "Consumer" has the meaning set forth in the Virginia Consumer Data Protection Act (Va. Code 59.1-575).

1.1.12 "Controller" has the meaning set forth in the VCDPA (Va. Code 59.1-575).

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

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

1.1.15 "Fees" means all compensation payable to Provider for Services and Deliverables as specified in the applicable SOW.

1.1.16 "Force Majeure Event" means any event beyond a Party's reasonable control, including acts of God, natural disasters, war, terrorism, riots, embargoes, labor disputes, government actions, or failure of third-party telecommunications or power supply.

1.1.17 "Intellectual Property" or "IP" means all patents, copyrights, trademarks, trade secrets, know-how, inventions, designs, algorithms, software, and other intellectual property rights, whether registered or unregistered.

1.1.18 "Key Personnel" means those individuals identified in an SOW as essential to the performance of Services.

1.1.19 "Personal Data" has the meaning set forth in the VCDPA (Va. Code 59.1-575), meaning any information that is linked or reasonably linkable to an identified or identifiable natural person.

1.1.20 "Personal Information" has the meaning set forth in Va. Code 18.2-186.6, including an individual's first name or first initial and last name in combination with: Social Security number, driver's license or state identification number, financial account number, or passport number.

1.1.21 "Processor" has the meaning set forth in the VCDPA (Va. Code 59.1-575).

1.1.22 "Project Manager" means the individual designated by each Party to serve as the primary point of contact for matters relating to this Agreement or a specific SOW.

1.1.23 "Provider Materials" means any pre-existing materials, tools, methodologies, software, know-how, or other intellectual property owned or licensed by Provider that are used in performing the Services or incorporated into Deliverables.

1.1.24 "Services" means the professional services to be provided by Provider to Client as described in one or more SOWs.

1.1.25 "Service Level Agreement" or "SLA" means the performance standards and metrics applicable to the Services, as set forth in Schedule B or an applicable SOW.

1.1.26 "Statement of Work" or "SOW" means a document executed by both Parties that describes specific Services, Deliverables, timelines, Fees, and other terms for a particular project or engagement.

1.1.27 "Term" means the period during which this Agreement is in effect, as specified in Article 6.

1.1.28 "Third-Party Materials" means any software, content, or materials owned by third parties that are incorporated into Deliverables or used in providing Services.

1.1.29 "Trade Secret" has the meaning set forth in the Virginia Uniform Trade Secrets Act (Va. Code 59.1-336).

1.1.30 "VCDPA" means the Virginia Consumer Data Protection Act (Va. Code 59.1-575 et seq.).

1.1.31 "Warranty Period" means the period following Acceptance during which Provider warrants Deliverables, as specified in the applicable SOW or Section 9.1.

1.1.32 "Work Product" means all Deliverables, inventions, discoveries, improvements, developments, works of authorship, and other results of Services created by Provider in the course of performing Services.

1.2 Interpretation

1.2.1 The headings in this Agreement are for convenience only and shall not affect its interpretation.

1.2.2 Unless the context otherwise requires, words importing the singular include the plural and vice versa.

1.2.3 References to "including" or "includes" shall mean "including without limitation" or "includes without limitation."

1.2.4 References to any statute or regulation include any amendments, re-enactments, or successor provisions.

1.2.5 References to "days" shall mean calendar days unless otherwise specified.

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ARTICLE 2: SCOPE OF SERVICES

2.1 Services Generally

2.1.1 Provider agrees to perform the Services described in each SOW executed by the Parties in accordance with the terms of this Agreement and the applicable SOW.

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

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

2.1.4 Provider shall comply with all applicable federal, state, and local laws, regulations, and ordinances in performing the Services, including the Code of Virginia.

2.2 Statements of Work

2.2.1 Each SOW shall be substantially in the form attached as Exhibit A and shall include, at a minimum:

☐ Description of Services to be performed
☐ Deliverables to be provided
☐ Project schedule and milestones
☐ Acceptance Criteria
☐ Fees and payment terms
☐ Key Personnel (if applicable)
☐ Service Levels (if applicable)
☐ Client responsibilities and dependencies
☐ Term and termination provisions specific to the SOW

2.2.2 Each SOW shall be signed by authorized representatives of both Parties and shall be incorporated into and governed by this Agreement.

2.2.3 In the event of a conflict between this Agreement and an SOW, this Agreement shall control unless the SOW expressly states that it is intended to supersede specific provisions of this Agreement.

2.2.4 No Services shall be performed except pursuant to a fully executed SOW.

2.3 Project Governance

2.3.1 Each Party shall designate a Project Manager for each SOW within five (5) Business Days of execution.

2.3.2 Project Managers shall be responsible for:

☐ Day-to-day communications regarding the Services
☐ Coordinating schedules and resources
☐ Reviewing and approving Deliverables
☐ Escalating issues as appropriate
☐ Participating in status meetings

2.3.3 Each Party may replace its Project Manager upon written notice to the other Party.

2.3.4 The Parties shall conduct regular status meetings at intervals specified in the applicable SOW, but no less frequently than [☐ weekly / ☐ bi-weekly / ☐ monthly].

2.4 Key Personnel

2.4.1 If Key Personnel are identified in an SOW, Provider shall not remove or reassign such personnel without Client's prior written consent, which shall not be unreasonably withheld.

2.4.2 If any Key Personnel become unavailable due to termination of employment, disability, or other circumstances beyond Provider's reasonable control, Provider shall:

☐ Promptly notify Client
☐ Propose qualified replacement personnel for Client's approval
☐ Provide reasonable transition assistance
☐ Not charge Client for training time for replacement personnel

2.4.3 Client's approval of replacement Key Personnel shall not be unreasonably withheld or delayed.

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ARTICLE 3: STATEMENT OF WORK PROCESS

3.1 SOW Development

3.1.1 Either Party may propose a new SOW by submitting a written request to the other Party's designated representative.

3.1.2 Upon receipt of a request, the Parties shall work together in good faith to develop the SOW, including:

☐ Defining scope and objectives
☐ Establishing timelines and milestones
☐ Determining resource requirements
☐ Agreeing on Fees and payment terms
☐ Identifying risks and assumptions

3.1.3 Provider shall provide a draft SOW within [____] Business Days of receiving sufficient information from Client.

3.1.4 Client shall respond to draft SOWs within [____] Business Days with approval, comments, or requested changes.

3.2 SOW Execution

3.2.1 No SOW shall be binding until executed by authorized representatives of both Parties.

3.2.2 SOWs may be executed in counterparts, including electronic signatures in accordance with Virginia's Uniform Electronic Transactions Act (Va. Code 59.1-479 et seq.), which together shall constitute one agreement.

3.2.3 Each SOW shall be numbered sequentially (e.g., SOW-001, SOW-002) and shall reference this Agreement.

3.3 Change Control Process

3.3.1 Either Party may request changes to an executed SOW by submitting a Change Order Request in the form attached as Exhibit B.

3.3.2 Change Order Requests shall include:

☐ Description of proposed change
☐ Reason for the change
☐ Impact on scope, schedule, and Fees
☐ Any additional resources required
☐ Risk assessment

3.3.3 Within [____] Business Days of receiving a Change Order Request, the receiving Party shall respond with:

☐ Approval of the Change Order as submitted
☐ Proposed modifications to the Change Order
☐ Rejection of the Change Order with explanation

3.3.4 No change shall be effective until a Change Order is signed by authorized representatives of both Parties.

3.3.5 Provider shall not be obligated to perform changed work until a Change Order is fully executed.

3.3.6 If the Parties cannot agree on a Change Order, the original SOW terms shall remain in effect.

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ARTICLE 4: DELIVERABLES AND ACCEPTANCE

4.1 Deliverables

4.1.1 Provider shall deliver all Deliverables specified in an SOW in accordance with the schedule and specifications set forth therein.

4.1.2 Deliverables shall be delivered in the format and medium specified in the applicable SOW, or if not specified, in a format reasonably acceptable to Client.

4.1.3 Provider shall provide all documentation reasonably necessary for Client to use and maintain Deliverables.

4.2 Acceptance Criteria

4.2.1 Acceptance Criteria shall be specified in the applicable SOW for each Deliverable.

4.2.2 Acceptance Criteria shall be objective, measurable, and achievable.

4.2.3 If no Acceptance Criteria are specified, Deliverables shall be deemed to meet Acceptance Criteria if they substantially conform to the specifications and requirements in the SOW.

4.3 Acceptance Testing

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

4.3.2 Client shall conduct acceptance testing in accordance with any test procedures specified in the SOW.

4.3.3 Client shall provide Provider with reasonable access to Client's testing environment and personnel as necessary for Provider to support acceptance testing.

4.4 Acceptance or Rejection

4.4.1 Within the Review Period, Client shall provide written notice to Provider of either:

☐ Acceptance of the Deliverable; or
☐ Rejection of the Deliverable, with a detailed description of each deficiency

4.4.2 If Client rejects a Deliverable, Provider shall:

☐ Correct all identified deficiencies within [____] Business Days
☐ Re-deliver the corrected Deliverable for further testing
☐ Not charge Client additional Fees for such corrections

4.4.3 Client shall have [____] Business Days following re-delivery to complete re-testing.

4.4.4 If a Deliverable is rejected three (3) times, Client may, at its option:

☐ Terminate the applicable SOW for cause
☐ Accept the Deliverable with a price reduction as mutually agreed
☐ Extend additional correction opportunities

4.5 Deemed Acceptance

4.5.1 A Deliverable shall be deemed accepted if Client:

☐ Fails to provide notice of acceptance or rejection within the Review Period
☐ Uses the Deliverable in a production environment
☐ Makes payment for the Deliverable without reservation

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ARTICLE 5: COMPENSATION AND PAYMENT

5.1 Fees

5.1.1 Client shall pay Provider the Fees specified in each SOW for Services and Deliverables provided thereunder.

5.1.2 Fee structures may include, as specified in the applicable SOW:

☐ Time and Materials: Based on hours worked at agreed rates
☐ Fixed Price: A fixed amount for defined scope
☐ Milestone-Based: Payments tied to achievement of milestones
☐ Retainer: Monthly or periodic fixed payments
☐ Hybrid: Combination of the above

5.1.3 Unless otherwise specified in an SOW, Provider's standard hourly rates are:

Role	Rate
[________________________________]	$[____]/hour
[________________________________]	$[____]/hour
[________________________________]	$[____]/hour
[________________________________]	$[____]/hour

5.1.4 Provider may adjust hourly rates annually upon thirty (30) days' prior written notice, provided that rate increases shall not exceed [____]% per year and shall not affect work under existing SOWs.

5.2 Expenses

5.2.1 Client shall reimburse Provider for reasonable out-of-pocket expenses incurred in performing Services, provided that:

☐ Expenses are pre-approved by Client in writing
☐ Expenses comply with Client's expense policy (if provided)
☐ Provider provides reasonable documentation

5.2.2 Travel expenses shall be reimbursed at actual cost, with the following limitations:

☐ Air travel: Coach/economy class
☐ Hotel: Reasonable business-class accommodations
☐ Meals: Actual cost up to $[____] per day
☐ Ground transportation: Actual cost

5.2.3 Expenses exceeding $[____] individually or $[____] in aggregate per SOW require Client's prior written approval.

5.3 Invoicing

5.3.1 Provider shall submit invoices to Client:

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

5.3.2 Invoices shall include:

☐ Invoice number and date
☐ Reference to applicable SOW
☐ Description of Services performed
☐ Time records (for time and materials)
☐ Itemized expenses with receipts
☐ Total amount due
☐ Payment instructions

5.3.3 Invoices shall be sent to:

Client Billing Contact: [________________________________]
Email: [________________________________]
Address: [________________________________]

5.4 Payment Terms

5.4.1 Payment is due within [☐ thirty (30) / ☐ forty-five (45) / ☐ sixty (60)] days of Client's receipt of a valid invoice.

5.4.2 Payments shall be made by:

☐ Check payable to [________________________________]
☐ ACH/Wire transfer to:
Bank: [________________________________]
Account: [________________________________]
Routing: [________________________________]
☐ Credit card (subject to [____]% convenience fee)

5.4.3 Client may withhold payment only for Fees that are the subject of a good faith dispute, provided Client notifies Provider in writing of the dispute within [____] days of invoice receipt.

5.5 Late Payments

5.5.1 Late payments shall bear interest at the rate of [____]% per month (or the maximum rate permitted by Virginia law, including Va. Code 6.2-301 et seq., whichever is less) from the due date until paid.

5.5.2 Client shall reimburse Provider for reasonable costs of collection, including attorneys' fees.

5.5.3 If any undisputed amount remains unpaid for more than [____] days past due, Provider may:

☐ Suspend performance of Services upon ten (10) days' written notice
☐ Terminate this Agreement or the applicable SOW for cause

5.6 Taxes

5.6.1 Fees are exclusive of all taxes, duties, and similar governmental charges.

5.6.2 Client shall pay all sales, use, value-added, and similar taxes applicable to the Services, including Virginia retail sales and use tax where applicable, except for taxes based on Provider's net income.

5.6.3 If Client is tax-exempt, Client shall provide Provider with a valid Virginia exemption certificate.

5.6.4 Each Party shall be responsible for its own income taxes.

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ARTICLE 6: TERM AND TERMINATION

6.1 Term

6.1.1 This Agreement shall commence on the Effective Date and shall continue for an initial term of [________________________________] (the "Initial Term").

6.1.2 Upon expiration of the Initial Term, this Agreement shall automatically renew for successive [☐ one (1) year / ☐ two (2) year] periods (each, a "Renewal Term") unless either Party provides written notice of non-renewal at least [____] days prior to the end of the then-current term.

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

6.2 Termination for Convenience

6.2.1 Either Party may terminate this Agreement or any SOW for convenience upon [____] days' prior written notice to the other Party.

6.2.2 Upon termination for convenience:

☐ Client shall pay Provider for all Services performed and expenses incurred through the effective date of termination
☐ Client shall pay Provider for any non-cancellable commitments made on Client's behalf
☐ Provider shall deliver all completed and in-progress Work Product to Client

6.3 Termination for Cause

6.3.1 Either Party may terminate this Agreement or any SOW for cause if the other Party:

☐ Materially breaches this Agreement and fails to cure such breach within thirty (30) days after written notice
☐ Becomes insolvent or makes an assignment for the benefit of creditors
☐ Files or has filed against it a petition in bankruptcy that is not dismissed within sixty (60) days
☐ Ceases to conduct business in the normal course

6.3.2 In addition to the above, Client may terminate for cause if:

☐ Provider fails to meet Service Levels for three (3) consecutive months
☐ Provider fails to achieve Acceptance after three (3) attempts
☐ Key Personnel are removed without Client's consent and acceptable replacements are not provided within thirty (30) days

6.3.3 Termination for cause shall be effective immediately upon delivery of written notice (or upon expiration of any cure period, if applicable).

6.4 Effect of Termination

6.4.1 Upon termination or expiration of this Agreement:

☐ All SOWs shall automatically terminate unless otherwise agreed in writing
☐ Each Party shall return or destroy the other Party's Confidential Information
☐ Provider shall deliver all completed and in-progress Work Product to Client
☐ Provider shall provide reasonable transition assistance at Client's request and expense
☐ All payment obligations for Services rendered shall survive

6.4.2 The following provisions shall survive termination or expiration:

☐ Article 1 (Definitions)
☐ Article 5 (Compensation and Payment) - for amounts accrued
☐ Article 7 (Confidentiality)
☐ Article 8 (Intellectual Property)
☐ Article 9 (Warranties) - for the Warranty Period
☐ Article 10 (Indemnification)
☐ Article 11 (Limitation of Liability)
☐ Article 15 (Dispute Resolution)
☐ Article 16 (General Provisions)

6.5 Transition Assistance

6.5.1 Upon termination or expiration, Provider shall provide transition assistance for a period of up to [____] days at Provider's then-current rates.

6.5.2 Transition assistance shall include:

☐ Knowledge transfer to Client or successor provider
☐ Documentation of work in progress
☐ Return of Client Data and materials
☐ Cooperation with successor provider
☐ Completion of critical in-progress activities

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ARTICLE 7: CONFIDENTIALITY

7.1 Confidential Information

7.1.1 Each Party acknowledges that it may receive Confidential Information from the other Party during the Term.

7.1.2 Confidential Information includes, but is not limited to:

☐ Business plans and strategies
☐ Financial information
☐ Customer and vendor lists
☐ Technical specifications and designs
☐ Software and source code
☐ Trade secrets and know-how
☐ Personnel information
☐ Pricing and contract terms

7.1.3 Confidential Information does not include information that:

☐ Is or becomes publicly available through no fault of the receiving Party
☐ Was rightfully in the receiving Party's possession prior to disclosure
☐ Is rightfully obtained from a third party without restriction
☐ Is independently developed without use of Confidential Information
☐ Is required to be disclosed by law, regulation, or court order

7.2 Obligations

7.2.1 The receiving Party shall:

☐ Use Confidential Information only for purposes of this Agreement
☐ Protect Confidential Information with at least the same degree of care used for its own confidential information, but no less than reasonable care
☐ Limit access to Confidential Information to employees and contractors with a need to know who are bound by confidentiality obligations
☐ Not disclose Confidential Information to third parties without prior written consent

7.2.2 The receiving Party may disclose Confidential Information to its Affiliates, attorneys, accountants, and auditors who need access for purposes of this Agreement, provided such persons are bound by confidentiality obligations.

7.3 Trade Secrets Under Virginia Law

7.3.1 To the extent any Confidential Information constitutes a Trade Secret under the Virginia Uniform Trade Secrets Act (Va. Code 59.1-336 et seq.), the receiving Party shall maintain such information in confidence for as long as it remains a Trade Secret.

7.3.2 Nothing in this Agreement shall be construed to limit any rights or remedies available under the Virginia Uniform Trade Secrets Act.

7.4 Compelled Disclosure

7.4.1 If the receiving Party is compelled by law to disclose Confidential Information, it shall:

☐ Provide prompt written notice to the disclosing Party (to the extent legally permitted)
☐ Cooperate with the disclosing Party in seeking protective measures
☐ Disclose only the minimum information required

7.5 Return of Confidential Information

7.5.1 Upon termination of this Agreement or upon request, the receiving Party shall:

☐ Return or destroy all Confidential Information
☐ Certify in writing that all Confidential Information has been returned or destroyed
☐ Retain only such copies as required by law or professional standards

7.5.2 Notwithstanding the foregoing, the receiving Party may retain Confidential Information in automated backup systems, provided such information remains subject to confidentiality obligations.

7.6 Duration

7.6.1 Confidentiality obligations shall continue for [____] years following termination or expiration of this Agreement.

7.6.2 Confidentiality obligations for Trade Secrets shall continue for as long as the information qualifies as a Trade Secret under Virginia law.

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ARTICLE 8: INTELLECTUAL PROPERTY

8.1 Background IP

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

8.1.2 Neither Party grants the other any rights in its Background IP except as expressly provided in this Agreement.

8.2 Work Product Ownership

8.2.1 Subject to Section 8.3, all Work Product created by Provider in performing Services shall be:

☐ Option A - Client Ownership: Owned exclusively by Client. 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 such ownership.

☐ Option B - Licensed to Client: Owned by Provider and licensed to Client pursuant to Section 8.4.

[Select one option above]

8.2.2 Work Product shall be deemed "work made for hire" to the extent permitted under 17 U.S.C. Section 101.

8.2.3 Provider shall ensure that all employees and contractors who create Work Product have executed agreements assigning their Intellectual Property rights to Provider.

8.3 Provider Materials

8.3.1 Provider Materials incorporated into Deliverables shall remain the property of Provider.

8.3.2 Provider hereby grants Client a perpetual, non-exclusive, royalty-free, worldwide license to use, reproduce, modify, and create derivative works of Provider Materials solely as incorporated in Deliverables for Client's internal business purposes.

8.3.3 Provider shall identify in each SOW any Provider Materials expected to be incorporated into Deliverables.

8.4 License to Client (If Option B Selected)

8.4.1 If Option B is selected in Section 8.2.1, Provider grants Client a perpetual, non-exclusive, royalty-free license to use, reproduce, modify, display, perform, and create derivative works of the Work Product for Client's internal business purposes.

8.4.2 Such license shall include the right to sublicense to Client's Affiliates, contractors, and service providers who require access to perform services for Client.

8.5 Third-Party Materials

8.5.1 Provider shall not incorporate any Third-Party Materials into Deliverables without Client's prior written consent.

8.5.2 Provider shall identify all Third-Party Materials and associated license terms in each SOW.

8.5.3 Provider shall ensure that Client receives appropriate licenses to use Third-Party Materials as part of Deliverables.

8.6 Open Source Software

8.6.1 Provider shall not incorporate any open source software into Deliverables without Client's prior written consent.

8.6.2 Provider shall disclose all open source software proposed for inclusion, including license terms and any copyleft or similar obligations.

8.6.3 Provider represents that any approved open source software will not require Client to disclose or license its proprietary software.

8.7 Moral Rights

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

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ARTICLE 9: REPRESENTATIONS AND WARRANTIES

9.1 Provider Warranties

9.1.1 Provider represents and warrants that:

☐ Provider has the authority to enter into this Agreement and perform its obligations hereunder
☐ Services will be performed in a professional and workmanlike manner consistent with industry standards
☐ Provider personnel have appropriate skills, training, and qualifications
☐ Deliverables will conform to the specifications and Acceptance Criteria for the Warranty Period
☐ Deliverables will not infringe any third party's Intellectual Property rights
☐ Deliverables will be free from material defects in design and workmanship
☐ Deliverables will not contain any malware, viruses, or malicious code
☐ Provider will comply with all applicable laws and regulations, including the VCDPA
☐ Provider has obtained all necessary consents and licenses

9.2 Warranty Period

9.2.1 The Warranty Period shall be [☐ ninety (90) / ☐ one hundred eighty (180) / ☐ three hundred sixty-five (365)] days following Acceptance, unless otherwise specified in the SOW.

9.2.2 During the Warranty Period, Provider shall correct any nonconformities or defects in Deliverables at no additional charge.

9.3 Client Warranties

9.3.1 Client represents and warrants that:

☐ Client has the authority to enter into this Agreement
☐ Client has all rights necessary to provide Client Materials to Provider
☐ Client Materials do not infringe any third party's rights
☐ Client will comply with all applicable laws in using Services and Deliverables

9.4 Disclaimer

9.4.1 EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, NEITHER PARTY MAKES ANY WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

9.4.2 Provider does not warrant that Services or Deliverables will be error-free or uninterrupted.

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ARTICLE 10: INDEMNIFICATION

10.1 Provider Indemnification

10.1.1 Provider shall defend, indemnify, and hold harmless Client, its Affiliates, and their respective officers, directors, employees, and agents from and against any and all claims, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising from:

☐ Third-party claims that Deliverables or Services infringe any Intellectual Property right
☐ Provider's breach of this Agreement
☐ Provider's gross negligence or willful misconduct
☐ Provider's violation of applicable laws, including the VCDPA
☐ Personal injury or property damage caused by Provider or its personnel

10.2 IP Infringement Remedies

10.2.1 If Deliverables are held to infringe or Provider believes they may infringe, Provider shall, at its expense and option:

☐ Obtain the right for Client to continue using the Deliverables
☐ Modify Deliverables to make them non-infringing while maintaining functionality
☐ Replace Deliverables with non-infringing alternatives
☐ If none of the above is commercially practicable, accept return of Deliverables and refund Fees paid

10.3 Client Indemnification

10.3.1 Client shall defend, indemnify, and hold harmless Provider, its Affiliates, and their respective officers, directors, employees, and agents from and against any and all claims, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising from:

☐ Client Materials provided to Provider
☐ Client's use of Deliverables in violation of this Agreement
☐ Client's breach of this Agreement
☐ Client's gross negligence or willful misconduct

10.4 Indemnification Procedures

10.4.1 The indemnified Party shall:

☐ Provide prompt written notice of any claim
☐ Grant the indemnifying Party sole control of the defense and settlement
☐ Provide reasonable cooperation at the indemnifying Party's expense

10.4.2 The indemnifying Party shall not settle any claim that admits liability or imposes obligations on the indemnified Party without prior written consent.

10.4.3 The indemnified Party may participate in the defense at its own expense with counsel of its choice.

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ARTICLE 11: LIMITATION OF LIABILITY

11.1 Limitation on Direct Damages

11.1.1 EXCEPT FOR EXCLUDED CLAIMS (DEFINED BELOW), NEITHER PARTY'S AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL EXCEED THE GREATER OF:

☐ The total Fees paid or payable by Client in the twelve (12) months preceding the claim; or
☐ [________________________________] Dollars ($[____])

11.2 Exclusion of Consequential Damages

11.2.1 EXCEPT FOR EXCLUDED CLAIMS, NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING:

☐ Loss of profits, revenue, or business
☐ Loss of data or use of data
☐ Business interruption
☐ Cost of substitute goods or services

11.2.2 This limitation applies regardless of the form of action, whether in contract, tort (including negligence), strict liability, or otherwise, and even if the Party has been advised of the possibility of such damages.

11.3 Excluded Claims

11.3.1 "Excluded Claims" means claims arising from:

☐ A Party's indemnification obligations under Article 10
☐ A Party's breach of confidentiality obligations under Article 7
☐ A Party's violation of the other Party's Intellectual Property rights
☐ A Party's gross negligence, willful misconduct, or fraud
☐ Provider's breach of the Virginia Consumer Data Protection Act
☐ Personal injury or property damage caused by a Party's negligence

11.4 Applicability

11.4.1 The limitations in this Article 11 shall apply to the maximum extent permitted by Virginia law.

11.4.2 These limitations shall apply even if any limited remedy fails of its essential purpose.

11.4.3 Each Party acknowledges that the limitations in this Article reflect the allocation of risk between the Parties and are fundamental to the bargain.

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ARTICLE 12: INSURANCE

12.1 Required Coverage

12.1.1 During the Term and for [____] years thereafter, Provider shall maintain the following insurance coverage:

Coverage Type	Minimum Limits
Commercial General Liability	$[____] per occurrence / $[____] aggregate
Professional Liability / Errors & Omissions	$[____] per claim / $[____] aggregate
Workers' Compensation	Statutory limits
Employer's Liability	$[____] per occurrence
Cyber Liability / Technology E&O	$[____] per claim / $[____] aggregate
Umbrella/Excess Liability	$[____] per occurrence / $[____] aggregate

12.2 Policy Requirements

12.2.1 All policies shall:

☐ Be issued by carriers with an A.M. Best rating of A- VII or better
☐ Be primary and non-contributory
☐ Include a waiver of subrogation in favor of Client
☐ Provide thirty (30) days' written notice of cancellation or material change

12.2.2 Commercial General Liability and Umbrella policies shall name Client as an additional insured.

12.3 Certificates of Insurance

12.3.1 Provider shall provide certificates of insurance evidencing required coverage upon request and annually thereafter.

12.3.2 Failure to provide certificates shall not relieve Provider of its insurance obligations.

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ARTICLE 13: DATA PROTECTION AND SECURITY

13.1 Compliance with Virginia Consumer Data Protection Act

13.1.1 To the extent Provider processes Personal Data of Virginia Consumers on behalf of Client in connection with the Services, Provider shall act as a Processor under the VCDPA and shall comply with Va. Code 59.1-575 et seq.

13.1.2 Provider shall:

☐ Process Personal Data only on Client's documented instructions
☐ Ensure that persons processing Personal Data are subject to confidentiality obligations
☐ Implement appropriate technical and organizational security measures
☐ Assist Client in responding to Consumer rights requests
☐ Not engage subprocessors without Client's prior consent
☐ Delete or return Personal Data upon termination as directed by Client
☐ Make available information necessary to demonstrate compliance with the VCDPA
☐ Allow and cooperate with reasonable audits and inspections

13.2 Security Requirements

13.2.1 Provider shall implement and maintain security measures that include, at a minimum:

☐ Encryption of all transmitted records containing Personal Data
☐ Encryption of Personal Data stored on portable devices
☐ Reasonable monitoring of systems for unauthorized access
☐ Reasonably up-to-date firewall protection and security patches
☐ Reasonably up-to-date anti-malware software
☐ Education and training of employees on security procedures
☐ Access controls limiting access to Personal Data

13.2.2 Provider shall conduct regular security assessments and vulnerability testing.

13.2.3 Provider shall promptly implement patches and updates to address identified vulnerabilities.

13.3 Data Breach Notification

13.3.1 Provider shall notify Client within [☐ twenty-four (24) / ☐ forty-eight (48) / ☐ seventy-two (72)] hours of discovering any actual or suspected breach of security involving Personal Data or Personal Information.

13.3.2 Such notice shall include:

☐ Description of the incident
☐ Categories and approximate number of affected individuals
☐ Categories of Personal Data or Personal Information involved
☐ Measures taken to address the breach
☐ Contact person for additional information

13.3.3 Provider shall cooperate with Client in investigating and remediating any breach.

13.3.4 Provider shall comply with the notification requirements of Va. Code 18.2-186.6 if the breach results from Provider's act or omission.

13.4 Client Data

13.4.1 Client Data shall remain the property of Client at all times.

13.4.2 Provider shall use Client Data only as necessary to perform Services.

13.4.3 Upon termination or at Client's request, Provider shall return or destroy all Client Data within [____] days and certify such return or destruction.

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ARTICLE 14: COMPLIANCE

14.1 Legal Compliance

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

14.1.2 Provider specifically represents compliance with:

☐ Virginia Consumer Data Protection Act (Va. Code 59.1-575 et seq.)
☐ Virginia Consumer Protection Act (Va. Code 59.1-196 et seq.)
☐ Virginia Uniform Trade Secrets Act (Va. Code 59.1-336 et seq.)
☐ All applicable employment and labor laws
☐ All applicable tax laws

14.2 Anti-Corruption

14.2.1 Neither Party shall, directly or indirectly:

☐ Offer, pay, promise, or authorize payment of anything of value to any government official to influence official action
☐ Engage in commercial bribery
☐ Make facilitation payments

14.2.2 Each Party shall comply with the U.S. Foreign Corrupt Practices Act and all applicable anti-corruption laws.

14.3 Export Compliance

14.3.1 Each Party shall comply with all applicable export control laws and regulations.

14.3.2 Provider shall not export or re-export any Deliverables or technical data to prohibited countries, entities, or persons.

14.4 Sanctions Compliance

14.4.1 Each Party represents that it is not:

☐ Organized under the laws of, or located in, a country subject to U.S. economic sanctions
☐ Identified on any U.S. government sanctions list
☐ Owned or controlled by any sanctioned person or entity

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ARTICLE 15: DISPUTE RESOLUTION

15.1 Governing Law

15.1.1 This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia, without regard to its conflict of laws principles.

15.1.2 The United Nations Convention on Contracts for the International Sale of Goods shall not apply.

15.2 Informal Resolution

15.2.1 The Parties shall attempt to resolve any dispute arising under this Agreement through good faith negotiations.

15.2.2 Either Party may initiate informal dispute resolution by providing written notice describing the dispute.

15.2.3 Within ten (10) Business Days of such notice, the Parties' Project Managers shall meet to attempt resolution.

15.2.4 If not resolved within twenty (20) Business Days, the dispute shall be escalated to senior executives of each Party for resolution.

15.3 Mediation

15.3.1 If the dispute is not resolved within thirty (30) days of executive escalation, either Party may submit the dispute to mediation administered by [☐ JAMS / ☐ AAA / ☐ Virginia State Bar Dispute Resolution Services / ☐ other: ________________________________] in [Richmond / Norfolk / Alexandria], Virginia.

15.3.2 The Parties shall share equally the costs of mediation.

15.3.3 The mediation shall be completed within sixty (60) days unless extended by mutual agreement.

15.4 Litigation

15.4.1 If mediation does not resolve the dispute, either Party may initiate litigation in accordance with Section 15.5.

15.4.2 Nothing in this Article shall prevent either Party from seeking injunctive or other equitable relief to prevent irreparable harm.

15.5 Jurisdiction and Venue

15.5.1 Each Party consents to the exclusive jurisdiction and venue of the state and federal courts located in [☐ City of Richmond / ☐ Fairfax County / ☐ City of Norfolk], Virginia for any litigation arising out of this Agreement.

15.5.2 Each Party waives any objection based on improper venue or forum non conveniens.

15.6 Jury Waiver

15.6.1 EACH PARTY HEREBY WAIVES ITS RIGHT TO A JURY TRIAL IN ANY ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT.

15.7 Attorneys' Fees

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

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ARTICLE 16: GENERAL PROVISIONS

16.1 Entire Agreement

16.1.1 This Agreement, including all Exhibits, Schedules, and SOWs, constitutes the entire agreement between the Parties and supersedes all prior negotiations, representations, and agreements relating to its subject matter.

16.1.2 No terms in any purchase order, acknowledgment, or similar document shall be binding unless expressly incorporated into an SOW.

16.2 Amendments

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

16.2.2 Email or other informal communications shall not constitute a valid amendment.

16.3 Waiver

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

16.3.2 No failure to exercise any right shall constitute a waiver of such right.

16.3.3 No waiver of any breach shall constitute a waiver of any subsequent breach.

16.4 Severability

16.4.1 If any provision is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.

16.4.2 The Parties shall negotiate in good faith to replace any invalid provision with a valid provision that achieves the original intent.

16.5 Assignment

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

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

16.5.3 This Agreement shall bind and inure to the benefit of the Parties and their permitted successors and assigns.

16.6 Subcontracting

16.6.1 Provider may not subcontract any Services without Client's prior written consent.

16.6.2 Approved subcontractors must agree in writing to comply with all applicable provisions of this Agreement.

16.6.3 Provider shall remain fully responsible for the acts and omissions of its subcontractors.

16.7 Independent Contractor

16.7.1 Provider is an independent contractor and not an employee, agent, joint venturer, or partner of Client.

16.7.2 Provider shall be solely responsible for all employment-related obligations for its personnel.

16.7.3 Nothing in this Agreement creates any agency, partnership, or employment relationship.

16.8 Notices

16.8.1 All notices shall be in writing and delivered by:

☐ Personal delivery
☐ Certified mail, return receipt requested
☐ Overnight courier
☐ Email (with confirmation of receipt)

16.8.2 Notices shall be sent to:

If to Provider:
[________________________________]
[________________________________]
[________________________________]
Email: [________________________________]
Attention: [________________________________]

If to Client:
[________________________________]
[________________________________]
[________________________________]
Email: [________________________________]
Attention: [________________________________]

16.8.3 Notices are effective upon receipt.

16.9 Force Majeure

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

16.9.2 The affected Party shall provide prompt notice describing the Force Majeure Event and its expected duration.

16.9.3 The affected Party shall use reasonable efforts to mitigate the impact and resume performance.

16.9.4 If a Force Majeure Event continues for more than [____] days, either Party may terminate the affected SOW without liability.

16.10 Publicity

16.10.1 Neither Party shall issue any press release or public statement regarding this Agreement without the other Party's prior written consent.

16.10.2 Provider may include Client's name in its client list with Client's prior written consent.

16.11 Counterparts

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

16.11.2 Electronic signatures shall be deemed original signatures for all purposes in accordance with Virginia's Uniform Electronic Transactions Act (Va. Code 59.1-479 et seq.).

16.12 Order of Precedence

16.12.1 In the event of conflict, documents shall control in the following order:

1. This Master Services Agreement
2. Data Processing Addendum (if applicable)
3. Applicable Statement of Work
4. Exhibits and Schedules

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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: [__/__/____]

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EXHIBIT A: FORM OF STATEMENT OF WORK

STATEMENT OF WORK NO. [____]

Effective Date: [__/__/____]

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

This Statement of Work ("SOW") is entered into pursuant to the Master Services Agreement referenced above.

1. PROJECT DESCRIPTION

[________________________________]

2. SCOPE OF SERVICES

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

3. DELIVERABLES

Deliverable	Description	Due Date
[________]	[________________________________]	[__/__/____]
[________]	[________________________________]	[__/__/____]
[________]	[________________________________]	[__/__/____]

4. ACCEPTANCE CRITERIA

[________________________________]

5. PROJECT SCHEDULE

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

6. FEES AND PAYMENT

☐ Time and Materials: $[____]/hour
☐ Fixed Price: $[____]
☐ Milestone-Based: [See payment schedule]

Payment Terms: [________________________________]

7. KEY PERSONNEL

Name	Role	Allocation
[________________________________]	[________________]	[____]%
[________________________________]	[________________]	[____]%

8. CLIENT RESPONSIBILITIES

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

9. ASSUMPTIONS

☐ [________________________________]
☐ [________________________________]

10. TERM

This SOW shall commence on [__/__/____] and continue until [__/__/____] unless earlier terminated.

SIGNATURES

PROVIDER:

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

CLIENT:

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

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EXHIBIT B: CHANGE ORDER REQUEST FORM

Change Order No.: [____]
SOW Reference: [____]
Date: [__/__/____]

1. DESCRIPTION OF CHANGE

[________________________________]

2. REASON FOR CHANGE

[________________________________]

3. IMPACT ASSESSMENT

Schedule Impact:
☐ No impact
☐ Extension of [____] days required
☐ Other: [________________________________]

Cost Impact:
☐ No impact
☐ Additional cost of $[____]
☐ Cost reduction of $[____]

Scope Impact:
[________________________________]

4. APPROVAL

Requested By:
Name: [________________________________]
Date: [__/__/____]

Provider Approval:
Name: [________________________________]
Date: [__/__/____]

Client Approval:
Name: [________________________________]
Date: [__/__/____]

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SCHEDULE A: SERVICE LEVEL AGREEMENT

1. SERVICE LEVELS

Metric	Target	Measurement Period
[________________________________]	[____]%	[Monthly/Quarterly]
[________________________________]	[____]%	[Monthly/Quarterly]
[________________________________]	[____]	[Monthly/Quarterly]

2. SERVICE CREDITS

Performance Level	Credit
Below [____]%	[____]% of monthly fees
Below [____]%	[____]% of monthly fees
Below [____]%	[____]% of monthly fees

3. REPORTING

Provider shall provide monthly service level reports within [____] Business Days of month end.

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SCHEDULE B: DATA PROCESSING ADDENDUM

1. SCOPE

This Data Processing Addendum applies to the processing of Personal Data by Provider as a Processor on behalf of Client as Controller pursuant to the Virginia Consumer Data Protection Act.

2. PROCESSING DETAILS

Categories of Data Subjects:
☐ [________________________________]
☐ [________________________________]

Types of Personal Data:
☐ [________________________________]
☐ [________________________________]

Processing Activities:
☐ [________________________________]
☐ [________________________________]

Duration: [________________________________]

3. PROVIDER OBLIGATIONS AS PROCESSOR

Provider shall:

☐ Process Personal Data only on Client's documented instructions
☐ Ensure personnel are bound by confidentiality obligations
☐ Implement appropriate technical and organizational security measures
☐ Assist Client in responding to Consumer rights requests under Va. Code 59.1-577
☐ Delete or return Personal Data upon termination
☐ Make available information necessary to demonstrate VCDPA compliance
☐ Submit to audits and inspections
☐ Not engage subprocessors without Client's consent

4. CONSUMER RIGHTS

Provider shall assist Client in responding to Consumer requests to:

☐ Confirm whether Personal Data is being processed
☐ Access Personal Data
☐ Correct inaccuracies in Personal Data
☐ Delete Personal Data
☐ Obtain a copy of Personal Data in a portable format
☐ Opt out of targeted advertising, sale of data, or profiling

5. SUBPROCESSORS

Provider may engage subprocessors listed in Exhibit [____], subject to prior notice to Client.

6. DATA BREACH

Provider shall notify Client of any breach of security within [____] hours of discovery and comply with Va. Code 18.2-186.6.

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[END OF MASTER SERVICES AGREEMENT]