MASTER SERVICES AGREEMENT

Effective Date: {{EFFECTIVE_DATE}}

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This Master Services Agreement (the "Agreement") is entered into as of {{EFFECTIVE_DATE}}, by and between {{SERVICE_PROVIDER_NAME}}, a {{SERVICE_PROVIDER_STATE}} {{SERVICE_PROVIDER_ENTITY_TYPE}} with its principal place of business at {{SERVICE_PROVIDER_ADDRESS}} ("Service Provider"), and {{CLIENT_NAME}}, a {{CLIENT_STATE}} {{CLIENT_ENTITY_TYPE}} with its principal place of business at {{CLIENT_ADDRESS}} ("Client"). Service Provider and Client may be referred to individually as a "Party" and collectively as the "Parties."

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1. Scope and Statements of Work

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1.1 This Agreement establishes the general terms and conditions governing all services provided by Service Provider to Client. The specific services to be provided shall be set forth in individual Statements of Work ("SOWs") executed by the Parties pursuant to this Agreement.

1.2 Each SOW shall set forth: (a) a description of the specific services to be provided (the "Services"); (b) deliverables, if any; (c) timeline and milestones; (d) fees and payment terms; (e) resources to be provided by each Party; and (f) any other terms specific to such Services. Each SOW, upon execution, shall be deemed incorporated into and governed by this Agreement.

1.3 In the event of any conflict between this Agreement and any SOW, the following order of precedence shall apply: (a) first, the specific terms of the applicable SOW; (b) second, the terms of this Agreement. No SOW may override or modify Sections 4 (Intellectual Property) or 5 (Warranties and Disclaimer) without the express written consent of both Parties.

1.4 Each SOW shall be independent of all other SOWs. The termination, expiration, or breach of any SOW shall not affect any other SOW unless expressly agreed by the Parties in writing.

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2. Performance of Services

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2.1 Service Provider shall perform all Services in a professional and workmanlike manner consistent with industry standards and in accordance with the applicable SOW and this Agreement.

2.2 Service Provider shall have sole discretion to determine which of its personnel will perform the Services, provided that such personnel possess the qualifications, skills, and expertise reasonably necessary. Service Provider may use subcontractors to perform the Services, provided that: (a) Service Provider provides Client with prior written notice; and (b) Service Provider remains fully responsible for such subcontractors' performance.

2.3 Any changes to the scope, deliverables, timeline, fees, or other material terms set forth in any SOW must be documented in a written change order executed by both Parties.

2.4 Service Provider shall not be liable for any delays caused by: (a) Client's failure to timely provide required information, materials, or approvals; (b) changes requested by Client; (c) Force Majeure Events; or (d) other events beyond Service Provider's reasonable control.

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3. Fees, Payment, and Expenses

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3.1 Client shall pay Service Provider the fees set forth in each applicable SOW. All fees are quoted and payable in U.S. dollars and are exclusive of all applicable taxes.

3.2 Client shall reimburse Service Provider for all reasonable and documented out-of-pocket expenses incurred in connection with the Services. Service Provider shall obtain Client's prior written approval for any individual expense exceeding ${{EXPENSE_APPROVAL_THRESHOLD}}.

3.3 Service Provider shall invoice Client in accordance with the schedule set forth in the applicable SOW.

3.4 Client shall pay all undisputed invoices within {{PAYMENT_TERMS_DAYS}} days of the invoice date.