Vendor’s Name

Vendor’s Street & Number

Vendor’s City & Country
https://exampe.com · info@example.com

MASTER SERVICES AGREEMENT

This Agreement is made and entered into

as of the last date signed below
(the “Effective Date”)
by and between

Client’s Name,
an organization having its principal place of business at
Client’s Street, City & Country
(the “Client”)

and

Vendor’s Name,
whose principal mailing address is
Vendor’s Street, City & Country
(the “Contractor”)
The terms of this Agreement are:

1. DEFINITIONS AND INTERPRETATIONS

The expressions which follow are given these meanings unless the context in which they are used
requires a different meaning:
“Annexure” means a quotation from the Contractor to offer Services which, when agreed and signed by
the Contractor and Client, will constitute a separate contract for the performance of such Services which
is subject to the terms of this Agreement;
“Contractor Background Materials” means any and all Materials that are owned by the Contractor which
are or have been developed independently of this Agreement (whether prior to the Effective Date or
otherwise);
"Confidential Information" means information that is designated as 'confidential' or which by its nature is
clearly confidential. Confidential Information includes (without limitation) any information concerning the
technology, technical processes, business processes, procedures, business affairs, financial affairs and
finance of either party, its customers, employees and service providers. Each party’s security procedures
and the layout of premises are also included within the definition of Confidential Information. Confidential
Information may take the form of documents, technical specifications, unpublished patent specifications,
data, drawings, plans, processes, photographs, databases, computer software in disk, cassette, tape or
electronic form and data storage or memory in, and items of, computer hardware;

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 Vendor’s Name
Vendor’s Street & Number
Vendor’s City & Country
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"Effective Date" means 09/05/23;

"Fees" means the fees which appear in the relevant Annexure, and which Client is to pay for the Services
in accordance with Clause 4;
"Good Industry Practice" means the standard of skill, care, knowledge, reliability, professionalism and
foresight which would reasonably and ordinarily be expected from an experienced person engaged in
providing services which are the same as, or similar to, the Services;
"Intellectual Property Rights" means any of these rights, namely, patents, trade marks, rights in designs,
get-up, trade, business or domain names, copyrights including rights in computer software and databases
(including database rights) and topography rights (in each case whether registered or not and, where
these rights can be registered, any applications to register or rights to apply for registration of any of
them), and where applicable any goodwill therein;
"Materials" means all goods, software, records, reports, documents, ideas, know-how, drawings, data,
information, inventions and papers, other materials and Materials (whether in documentary, electronic or
other form) authored, produced, created, conceived, collected, developed, discovered or produced by or
on behalf of Contractor for Client as part of the Services;
“Client Owned Materials” has the meaning ascribed to that term in Clause 6;
"Services" means the services to be provided by Contractor under this Agreement, including the
production of the Materials; and
“Term” means a period of two years commencing on the Effective Date.

2. SERVICES
2.1. Contractor will perform the Services in accordance with the terms of this Agreement and the relevant
Annexure.
2.2. Contractor undertakes to Client that the Services will be performed in accordance with all applicable
laws, rules, regulations, orders, licenses, permits and other governmental requirements. If an Annexure
does not set forth a delivery schedule or milestones for the performance of the Services, then Contractor
will perform such Services in accordance with Good Industry Practice.
2.3. In the event of any conflict or inconsistency between them, the terms of the main body of this
Agreement will prevail over the terms of the Annexure, and the relevant provisions of the Annexures
should be construed accordingly.

3. ACCEPTANCE AND REJECTION OF SERVICES AND MATERIALS

Client will not be treated as having accepted any of the Services or the Materials until such time as Client
has communicated such acceptance to Contractor in writing. In the event that Client is of the opinion,
acting reasonably, that any or all of the Services and/or the Materials fail to comply in full with the
requirements set out in the relevant Annexure, or with any of the other provisions of this Agreement,
Client may, without prejudice to any other remedies available to it, request Contractor to make such
modifications and otherwise to take such steps, at no additional cost to Client, as to ensure that the

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 Vendor’s Name
Vendor’s Street & Number
Vendor’s City & Country
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Services and/or the Materials comply in full with the relevant Annexure and all of the other provisions of
this Agreement.

4. FEES AND PAYMENT

4.1. For timely and professional delivery of the Services and the Materials, Client agrees to pay
Contractor the Fees in terms of this Clause 4.
4.2. Invoices shall be submitted to Client for payment as set forth in the applicable Annexure. Payment of
undisputed amounts due hereunder will be made by Client to Contractor within thirty (30) days after
Client’s receipt and validation of properly submitted and correct invoice(s).
4.3. Unless otherwise stated in the relevant Annexure, the Fees are inclusive of all travel expenses and
other incidental expenses incurred by Contractor. All Fees charged by the Contractor shall be inclusive of
any applicable sales, use, excise, value added tax or other tax or amount which may be levied or based
upon the Services provided under this Agreement.

5. CONFIDENTIALITY
5.1. Contractor and Client will each treat as confidential all Confidential Information obtained from the
other under this Agreement, will protect such Confidential Information and will not, without the prior written
consent of the other party, disclose or use such Confidential Information except for the purposes of
performing its obligations under this Agreement.
5.2. This Clause 5 does not apply to information which the receiving party can show by reference to
documentary or other evidence, a) was rightfully in its possession prior to disclosure to it by the other
party; b) is already public knowledge or which becomes so at a future date (otherwise than as a result of
breach of this Clause 5; c) is received from a third party who is not under an obligation of confidentiality in
relation to the information; d) is developed independently without access to, or use or knowledge of, the
Confidential Information; e) is trivial or obvious or f) is required to be disclosed by the receiving party in
accordance with the applicable laws and orders from government or court; provided that, in this case, the
receiving party shall provide prior written notice of such disclosure to the providing party and take
reasonable and lawful actions to avoid and/or minimize the degree of such disclosure.

6. OWNERSHIP; THIRD PARTY MATERIALS

6.1. Client shall own and retain all right, title, Intellectual Property Rights and interest in and to all
Materials created on behalf of Client as part of the Services (“Client Owned Materials”). Contractor hereby
assigns to Client all right, title and interest that Contractor may have or may hereafter acquire in all Client
Owned Materials, including all Intellectual Property Rights therein.
6.2. Contractor hereby grants to Client a perpetual, irrevocable, sub-licensable, non-exclusive, royalty-
free, worldwide license to use, exploit, sell, copy, reproduce, manufacture, distribute, export, publicly
display, publicly perform, sub-license, modify, improve, enhance and make derivative works (i.e. a work or
materials which is based upon Contractor Owned Materials) of such Contractor Background Materials as
are incorporated in the Materials.

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 Vendor’s Name
Vendor’s Street & Number
Vendor’s City & Country
https://exampe.com · info@example.com

6.3. Contractor shall ensure that all Client Owned Materials and all other Materials created by Contractor
under this Agreement are accurate and are Contractor’s original works (except for Third Party Materials),
and will not infringe upon, violate or misappropriate any Intellectual Property Rights of any third party.

7. WARRANTIES AND REPRESENTATIONS

7.1. Each party represents and warrants to other party that, a) it has all necessary rights, power and
authority and has taken all necessary action to enter into and perform this Agreement and to grant the
rights herein; and b) its entry into and performance of this Agreement will not infringe the rights of any
third party or cause it to be in breach of any obligations to a third party.
7.2. Contractor represents, warrants and undertakes to Client that all Services will be of high quality and
will be performed in a timely, workmanlike manner and with professional diligence and skill in accordance
with the terms of the relevant Annexure and the specifications therein.

8. LIMITATION OF LIABILITY
8.1. Nothing in this Agreement shall be deemed to limit or exclude either party’s liability: (i) in respect of
death or personal injury resulting from its negligence; (ii) in respect of fraud or fraudulent
misrepresentation; (iii) in respect of liability in Clause 6; or (iv) otherwise to the extent that such limitation
or exclusion is not permitted by law.
8.2. Subject to Clause 8.1, in no event will either party or its affiliates be liable to the other party or its
affiliates for any special, indirect, incidental, consequential or exemplary damages of any nature arising
out of or related to this Agreement, even if such party has been advised of the possibility of such
damages. The foregoing will apply regardless of the negligence or other fault of either party and
regardless of whether such liability arises in contract, negligence, tort, strict liability or any other theory of
liability. Under no circumstances will Client be liable to Contractor or any third party (whether in contract,
negligence, tort, strict liability or any other theory of liability) for an amount greater than the aggregate
amounts paid by Client under the relevant Annexure.

9. TERM AND TERMINATION

9.1. This Agreement will come into effect on the Effective Date and will continue until the expiry of the
Term, unless earlier terminated as provided herein, provided that if at the expiration of this Agreement
there is an outstanding Annexure that has not been completed, this Agreement will remain in effect until
all Services to be provided thereunder have been accepted by Client.
9.2. Client may terminate this Agreement or an individual Annexure for convenience upon thirty (30) days’
prior written notice to Contractor. Following the effective date of such termination: (a) Contractor will not
be obligated to continue performing any such terminated Services; (b) Client will pay Contractor for all
Services performed prior to effective date of termination; (c) Client will not be obligated to pay Contractor
for any such terminated Services performed after the effective date of such termination; and (d) neither
party will have any obligation or liability to the other (including, but not limited to anticipated revenues or

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 Vendor’s Name
Vendor’s Street & Number
Vendor’s City & Country
https://exampe.com · info@example.com

profits based upon this Agreement or for any costs or expenses incurred in reliance upon this Agreement)
arising from the termination of the Services itself.
9.3. Either party may terminate this Agreement or an Annexure immediately upon the other party's
material breach of this Agreement, provided that: (a) the non-breaching party sends written notice to the
breaching party describing the breach in reasonable detail; (b) the breaching party does not cure the
breach within a fifteen (15) day period; and (c) following the expiration of the fifteen (15) day period, the
non-breaching party sends a second written notice to the breaching party indicating the non-breaching
party's election to terminate this Agreement. In the event of any termination for cause by Client, Client
will have no further payment or performance obligations under this Agreement.
9.4. Either party may terminate this Agreement immediately forthwith by notice in writing to the other party
if that other party has a receiver or administrative receiver appointed over the whole or any part of its
undertaking, passes a resolution for winding up other than for amalgamation or reconstruction, is subject
of an administration order, enters into a voluntary arrangement with its creditors, ceases or threatens to
cease to carry on business or is unable to pay its debts as they fall due.

10. GENERAL
10.1. Notices. Any notice which either party is required or authorized by this Agreement to give or make to
the other shall be given in writing by email (to the email address provided), post or hand delivery
addressed to the other party at their last known business address.
10.2. Insurance and Force Majeure. Contractor will maintain sufficient insurance coverage to enable it to
meet its obligations created by this Agreement and by law. Notwithstanding anything else contained in
this Agreement neither party shall be liable for any delay in performing its obligations if such delay is
caused by a force majeure event.
10.3. Agents, Subcontractors and Party Relationship. Contractor will not use any agents or
subcontractors in its performance under this Agreement, or otherwise transfer, delegate or deal with its
obligations under this Agreement, without Client's specific prior written consent, i.e. via a signed quote.
Contractor will be responsible for any acts, or failures to act, of its subcontractors as if they were
Contractor’s acts or failures to act. Contractor is an independent contractor for Client in connection with
the Services and Materials it provides under this Agreement, and nothing in this Agreement is intended to
create or shall be construed as creating an employer-employee relationship or a partnership, agency, joint
venture, or franchise.
10.4. Governing Law and Jurisdiction. This Agreement shall be governed by and construed in accordance
with the laws of Berlin, Germany. Both parties irrevocably submit to the exclusive jurisdiction of the courts
of Berlin.
10.5. Assignment, Counterparts and Entire Agreement. This Agreement may not be assigned by either
party without the prior written consent of the other party. This Agreement may be executed in any number
of counterparts, and by the parties in separate counterparts, which together constitute one single
agreement between the parties. This Agreement executed pursuant hereto contain the entire agreement
between the parties with respect to the subject matter hereof and supersede all oral understandings,
representations, prior discussions and preliminary agreements.

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 Vendor’s Name
Vendor’s Street & Number
Vendor’s City & Country
https://exampe.com · info@example.com

Signed as an Agreement by the parties on the dates set out below:

IN WITNESS WHEREOF

__________________________________________
Client, September 5, 2023

__________________________________________
Vendor, Title, September 5, 2023

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