This Master Services Agreement ("Agreement") is made and entered into as of August 5, 2026 (the "Effective Date"), by and between Acme Corporation, a Delaware corporation with its principal place of business at 123 Main Street, San Francisco, CA 94105 ("Company"), and the Client ("Client").
WHEREAS, the Company is engaged in the business of providing professional services; and WHEREAS, the Client desires to engage the Company to provide certain services as described herein.
The Company agrees to provide the Client with the services described in Exhibit A attached hereto (the "Services"). The Company shall perform the Services in a professional and workmanlike manner in accordance with industry standards. Any changes to the scope of Services shall be documented in a written amendment signed by both parties.
This Agreement shall commence on the Effective Date and continue for a period of twelve (12) months (the "Initial Term"), unless earlier terminated as provided herein. Thereafter, this Agreement shall automatically renew for successive one-year periods unless either party provides written notice of non-renewal at least thirty (30) days prior to the end of the then-current term.
Either party may terminate this Agreement: (a) upon thirty (30) days' written notice to the other party; or (b) immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within fifteen (15) days of receiving written notice thereof.
The Client shall pay the Company the fees set forth in Exhibit B attached hereto. All invoices shall be due and payable within thirty (30) days of receipt. Late payments shall accrue interest at the rate of 1.5% per month or the maximum legal rate, whichever is less.
Each party agrees to maintain the confidentiality of all proprietary and confidential information disclosed by the other party during the term of this Agreement and for a period of three (3) years following termination. This obligation shall not apply to information that: (a) is or becomes publicly known through no fault of the receiving party; (b) was rightfully in the receiving party's possession prior to disclosure; or (c) is independently developed by the receiving party.
The parties have executed this Agreement as of the Effective Date.
All intellectual property rights, including but not limited to patents, copyrights, trademarks, and trade secrets, in any materials, deliverables, or work product created by the Company in connection with the Services shall remain the sole and exclusive property of the Company. The Client is granted a non-exclusive, non-transferable, perpetual license to use the deliverables for internal business purposes only.
IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOSS OF DATA, OR COST OF SUBSTITUTE SERVICES, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, REGARDLESS OF THE THEORY OF LIABILITY. THE TOTAL LIABILITY OF EITHER PARTY SHALL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY THE CLIENT TO THE COMPANY UNDER THIS AGREEMENT.
Each party represents and warrants that: (a) it has the full right, power, and authority to enter into this Agreement; (b) the execution and performance of this Agreement does not violate any other agreement to which it is a party; and (c) it shall comply with all applicable laws and regulations.
The Client agrees to indemnify, defend, and hold harmless the Company from and against any and all claims, damages, losses, liabilities, costs, and expenses arising out of or relating to the Client's use of the Services or any breach of this Agreement by the Client.
This Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of laws principles. Any dispute arising under or relating to this Agreement shall be resolved exclusively in the state or federal courts located in San Francisco County, California.
This Agreement, together with the Exhibits attached hereto, constitutes the entire understanding between the parties and supersedes all prior agreements, negotiations, and discussions, whether written or oral, relating to the subject matter hereof.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.