Master Services Agreement

1. Services

1. The Provider shall perform the professional services described in one or more Statements of Work ("SOW") executed by both Parties and attached as appendices to this Agreement.
2. Each SOW shall specify the scope, deliverables, timeline, and fees for that engagement. In the event of a conflict between this Agreement and a SOW, the SOW shall govern with respect to that engagement.
3. The Provider shall perform all Services in a professional and workmanlike manner, consistent with generally accepted industry standards.

2. Fees and Payment

1. The Client shall pay the Provider the fees set out in the applicable SOW.
2. Unless otherwise specified in a SOW, invoices are due within [14/30] days of the invoice date.
3. Late payments shall accrue interest at a rate of 2% per month or the maximum rate permitted by law, whichever is lower.
4. All fees are exclusive of applicable taxes (VAT, sales tax, etc.), which shall be the responsibility of the Client.
5. The Provider reserves the right to suspend Services if any invoice remains unpaid for more than 30 days past its due date.

3. Intellectual Property

1. Client Deliverables. Upon full payment, all custom work product created specifically for the Client under a SOW ("Deliverables") shall be assigned to the Client. The Provider grants the Client a perpetual, irrevocable, worldwide licence to use, modify, and distribute the Deliverables.
2. Provider Tools and Methods. The Provider retains all rights to its pre-existing tools, methodologies, frameworks, libraries, and general knowledge ("Provider IP"). Where Provider IP is incorporated into Deliverables, the Client receives a perpetual, non-exclusive licence to use it within the Deliverables.
3. No Restriction on Similar Work. Nothing in this Agreement prevents the Provider from performing similar services for other clients, provided the Provider does not use the Client's Confidential Information in doing so.

4. Confidentiality

1. "Confidential Information" means any non-public information disclosed by one Party to the other, whether orally, in writing, or electronically, that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure.
2. Each Party agrees to: (a) hold the other Party's Confidential Information in strict confidence; (b) not disclose it to any third party without prior written consent; and (c) use it only for the purposes of this Agreement.
3. 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; (c) is independently developed without use of the disclosing Party's Confidential Information; or (d) is required to be disclosed by law.
4. Confidentiality obligations survive termination of this Agreement for a period of [2/3] years.

5. Data and AI Usage

1. The Provider may use AI tools and models (including but not limited to Claude, GPT, Gemini, and Copilot) in the delivery of Services. The Client acknowledges and consents to this usage.
2. The Provider shall not input the Client's Confidential Information into any AI tool in a manner that would cause it to be retained, trained upon, or accessible to third parties, unless the Client provides prior written consent.
3. Where AI tools are used, the Provider remains responsible for the quality, accuracy, and fitness of all Deliverables.

6. Warranties and Limitations

1. The Provider warrants that: (a) it has the right and authority to enter into this Agreement; (b) the Services will be performed in a professional manner; and (c) to the best of its knowledge, Deliverables will not infringe any third-party intellectual property rights.
2. Limitation of Liability. To the maximum extent permitted by law, neither Party's total aggregate liability under this Agreement shall exceed the total fees paid or payable under the applicable SOW in the 12 months preceding the claim.
3. Exclusion. Neither Party shall be liable for any indirect, incidental, consequential, special, or punitive damages, including loss of profits, revenue, data, or business opportunity, even if advised of the possibility of such damages.
4. The limitations in this section do not apply to breaches of confidentiality, wilful misconduct, or fraud.

7. Term and Termination

1. This Agreement commences on the Effective Date and continues until all SOWs have been completed or terminated, unless earlier terminated in accordance with this section.
2. Either Party may terminate this Agreement or any SOW by providing [30] days' written notice to the other Party.
3. Either Party may terminate immediately if the other Party: (a) materially breaches this Agreement and fails to cure within 14 days of written notice; or (b) becomes insolvent or enters liquidation.
4. Upon termination: (a) the Client shall pay for all Services performed and expenses incurred up to the termination date; (b) each Party shall return or destroy the other Party's Confidential Information; and (c) sections 3, 4, 5, 6, and 9 shall survive.

8. Independent Contractor

1. The Provider is an independent contractor. Nothing in this Agreement creates an employment, partnership, joint venture, or agency relationship between the Parties.
2. The Provider is responsible for its own taxes, insurance, and statutory obligations.
3. The Provider may engage subcontractors to perform Services, provided the Provider remains responsible for their work and ensures they are bound by obligations no less protective than those in this Agreement.

9. General

1. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of [JURISDICTION — e.g., England and Wales / State of ___].
2. Disputes. The Parties shall attempt to resolve any dispute through good-faith negotiation. If unresolved within 30 days, disputes shall be submitted to the exclusive jurisdiction of the courts of [JURISDICTION].
3. Entire Agreement. This Agreement, together with all SOWs, constitutes the entire agreement between the Parties and supersedes all prior discussions, agreements, and understandings.
4. Amendments. This Agreement may only be amended in writing signed by both Parties.
5. Severability. If any provision is found to be unenforceable, the remaining provisions shall continue in full force and effect.
6. Notices. All notices shall be in writing and sent to the addresses set out above, or to such other address as a Party may designate in writing.
7. Force Majeure. Neither Party shall be liable for delays or failures in performance resulting from circumstances beyond its reasonable control.

This template is provided for reference purposes. Eclipse Labs AI recommends having all agreements reviewed by qualified legal counsel before execution.