MASTER SERVICES AGREEMENT (MSA)
This Master Services Agreement (the "Agreement") is entered into as of this ___ day of _________, 20, by and between:
Second-61 LLC (“Company”), a Colorado limited liability company with its principal place of business at 215 Maple St, Florence, CO 81226, and
[Client Name] (“Client”), a [state/entity type] having its principal place of business at [Client address].
Company and Client are each referred to as a “Party” and collectively as the “Parties.”
1. DEFINITIONS
Capitalized terms used in this Agreement have the meanings set forth below:
“Agreement” means this Master Services Agreement, including all Statements of Work executed hereunder.
“Services” refers to services provided by the Company as described in a Statement of Work.
“Deliverables” refers to items explicitly specified in a Statement of Work. “Statement of Work (SOW)” means an agreement executed by both Parties that defines scope, deliverables, and fees for specific Services.
“Confidential Information” means all non-public information exchanged between the Parties.
“Intellectual Property” includes proprietary processes, technologies, documentation, or methodologies developed or owned by either Party.
2. SCOPE AND STRUCTURE OF AGREEMENT
This Agreement governs all current and future Services performed by Company for Client. Specific details of Services will be documented in separate SOWs referencing this Agreement. In case of conflict, the terms of an SOW will prevail solely for that engagement.
3. STATEMENTS OF WORK (SOW)
Each engagement between the Parties shall be documented in an SOW, clearly outlining at minimum:
Description of Services
Project timelines and milestones
Compensation and billing terms
Any additional conditions or obligations of the Parties
4. TERM AND TERMINATION
The Agreement will continue indefinitely until terminated by either Party with thirty (30) days’ written notice.
Immediate termination rights exist upon material breach or insolvency events. Upon termination, all unpaid amounts become due immediately.
5. COMPENSATION, PAYMENTS, AND EXPENSES
Payment terms are net thirty (30) days from invoice date.
Client shall reimburse reasonable, pre-approved expenses.
Overdue payments accrue interest at the lower of 12% per annum or the maximum rate permitted by law.
6. INDEPENDENT CONTRACTOR RELATIONSHIP
Company shall perform all Services as an independent contractor.
This Agreement does not create employment, partnership, or joint-venture relationships between the Parties.
7. INTELLECTUAL PROPERTY RIGHTS
Company retains all rights to proprietary methodologies, tools, and intellectual property.
Client receives a non-exclusive, perpetual license to use Deliverables specified in the applicable SOW.
8. CONFIDENTIALITY AND DATA SECURITY
Parties agree to maintain confidentiality of all Confidential Information indefinitely.
Parties shall use industry-standard cybersecurity measures to protect shared data and immediately report suspected breaches.
9. COMPLIANCE WITH LAWS AND REGULATIONS
Both Parties agree to comply fully with applicable laws, regulations, and standards (including but not limited to HIPAA, NIST SP 800-171, GDPR, DFARS/CMMC).
10. OWNERSHIP AND LICENSING OF DELIVERABLES
Ownership of Deliverables is retained by Company unless explicitly transferred in an SOW.
Company grants Client a non-exclusive license to use Deliverables for internal business purposes.
11. INTELLECTUAL PROPERTY INDEMNIFICATION
Company shall indemnify Client against third-party claims alleging infringement by Deliverables developed and provided by Company.
12. MUTUAL INDEMNIFICATION
Each Party agrees to indemnify, defend, and hold harmless the other Party, its affiliates, officers, employees, and agents from any third-party claims arising out of negligent acts, misconduct, or breach of obligations under this Agreement.
13. LIMITATIONS OF LIABILITY
Neither Party shall be liable for indirect, consequential, special, punitive, or incidental damages.
The total liability of each Party shall be limited to the amount paid by Client for Services under the specific SOW from which liability arises, up to 12 months prior.
14. INSURANCE REQUIREMENTS
Company agrees to maintain at all times:
General Liability Insurance: $1,000,000 per occurrence
Professional Liability (Errors & Omissions): $1,000,000
Cyber Liability Insurance: $1,000,000
Workers’ Compensation as required by applicable law.
15. FORCE MAJEURE
Neither Party will be liable for delays or failure in performance caused by events beyond their reasonable control, including natural disasters, war, strikes, or governmental actions.
16. NON-SOLICITATION
Neither Party shall directly solicit or hire any employee or subcontractor of the other Party during the term and for one (1) year thereafter, without prior written consent.
17. GOVERNING LAW AND JURISDICTION
This Agreement shall be governed by the laws of the State of Colorado, without regard to conflicts-of-law principles. Any dispute arising from this Agreement shall be resolved exclusively in the state or federal courts located in Fremont County, Colorado.
18. ASSIGNMENT AND SUBCONTRACTING
Company may subcontract Services provided under this Agreement. Client’s obligations may not be assigned without Company's prior written consent.
19. DISPUTE RESOLUTION
The Parties agree to attempt good faith negotiation to resolve disputes prior to pursuing litigation. If unresolved within thirty (30) days, either Party may seek remedies in accordance with governing law.
20. NOTICES AND COMMUNICATIONS
Notices under this Agreement shall be provided in writing to the addresses listed in the introduction and shall be deemed delivered:
Immediately upon personal delivery
Within two business days via registered mail
Within one business day via nationally recognized overnight courier
21. GENERAL CLAUSES
Entire Agreement: This document and any referenced SOWs represent the complete agreement.
Modification: Amendments must be in writing, signed by authorized representatives. Severability: Invalid provisions do not affect validity of the remaining Agreement. Survival: Confidentiality, indemnification, intellectual property, liability limitations, and other clauses reasonably expected to survive termination remain in force.
ACCEPTANCE AND AUTHORIZATION
IN WITNESS WHEREOF, the Parties hereby execute this Master Services Agreement as of the date first above written.
Second-61 LLC:
Signature: ___________________________
Name: ______________________________
Title: _______________________________
Date: _______________________________
Client:
Signature: ___________________________
Name: ______________________________
Title: _______________________________
Date: _______________________________