Master Services Agreement

Master Services Agreement

〔Clientの名称〕 (the Client) and 〔Providerの名称〕 (the Provider) agree as of 〔契約締結日〕 as follows.

Article 1. Framework and Statements of Work

1.1 This Agreement governs each statement of work (SOW) signed by both parties during its term.

1.2 Each SOW must identify its date and version, services and exclusions, deliverables or recurring activities, timetable, objective acceptance criteria for each deliverable, Client dependencies, fees and invoice milestones, authorized expenses, and any disclosed third-party materials.

1.3 An SOW may vary this Agreement only if it expressly identifies the provision varied and both parties' authorized signatories approve that variation in the SOW; otherwise this Agreement prevails.

1.4 No new work is authorized by an informal request alone.

1.5 An SOW does not authorize Provider to process personal data on Client's behalf without the conditions in Article 3.

Article 2. Performance, Acceptance and Fees

2.1 Provider shall perform the SOW services with reasonable professional care and promptly report a material delay and its expected effect.

2.2 Client shall provide the dependencies and access specified in the SOW.

2.3 Provider shall obtain Client’s prior written approval before subcontracting material services, bind approved subcontractors to equivalent relevant duties, and remain responsible for their performance. A timetable change requires Article 4 approval; a dependency delay does not by itself amend a milestone.

2.4 For each deliverable, Client has 〔検収期間の日数〕 calendar days after delivery, and again after each resubmission, to accept it or give a written rejection identifying material failures against the SOW acceptance criteria. If Client gives no such rejection within that period, the deliverable is accepted.

2.5 Provider shall correct a validly rejected deliverable at no additional charge within 〔修正期間の日数〕 calendar days and resubmit it. If that resubmission still materially fails the criteria, Client may terminate the affected deliverable under Article 6 by written notice; this does not prevent a claim subject to Article 7.

2.6 Services without deliverables are not subject to deemed acceptance and are invoiced monthly in arrears unless their SOW states invoice milestones.

2.7 Deliverable fees become invoiceable on acceptance; invoices must identify the relevant SOW and milestone or service period.

2.8 Client shall notify Provider of a good-faith invoice dispute and its reasons within 〔請求異議申立期間の日数〕 calendar days after receipt, pay the undisputed amount within 〔支払期限の日数〕 calendar days after receipt (or the earlier mandatory payment deadline), and promptly discuss the disputed amount; failure to give dispute notice does not waive a valid claim.

2.9 Fees and currency are stated in each SOW.

2.10 Expenses are payable only if approved in that SOW or subsequently approved under Article 4 and supported by receipts.

2.11 Fees exclude transaction taxes chargeable on the services, which Provider must state separately on a valid invoice; each party bears taxes on its own income.

Article 3. Intellectual Property and Data

3.1 Each party retains its pre-existing materials, tools and know-how (Background IP).

3.2 Client grants Provider a non-exclusive license to use Client materials solely to perform the SOW and meet its obligations under this Agreement.

3.3 Subject to full payment of the applicable deliverable fees, Provider assigns to Client its rights in deliverables newly created specifically for Client under that SOW, excluding Background IP and disclosed third-party materials, to the extent such assignment is permitted by applicable law; Provider shall execute reasonably necessary documents to give effect to that assignment. Pending payment, Client may use a delivered item solely to evaluate it for acceptance.

3.4 For Provider Background IP incorporated in a paid deliverable, Provider grants Client a perpetual, worldwide, non-exclusive, royalty-free license to use, reproduce and adapt that Background IP solely as part of, or as necessary to use, that deliverable for Client's business purposes.

3.5 Provider must identify third-party materials and their proposed license terms in the SOW before incorporating them; no third-party restriction reduces the stated rights without Client's express written agreement.

3.6 Client retains ownership of data and materials it supplies (Client Data).

3.7 Provider may use Client Data only to perform the SOW, restrict access to authorized personnel and approved subcontractors, apply reasonable safeguards, and notify Client without undue delay and in any event within 24 hours after discovering unauthorized access, stating the known scope and mitigation and providing subsequent material updates.

3.8 Provider must not process personal data on Client's behalf unless the parties first sign an applicable data processing addendum identifying the processing and its version and date, and complete any other required arrangements under the applicable law. Until then, the SOW must exclude that processing and Client must not supply personal data for it.

3.9 Return and deletion are governed by Article 6.

Article 4. Change Control and Notices

4.1 A change to an SOW's scope, fees, milestones, acceptance criteria, permitted use or material security requirements is effective only in a written change order identifying the affected SOW, changes and effective date and signed by both parties' authorized representatives before the changed work begins.

4.2 A change to this Agreement must expressly identify the provision changed and be signed by both parties' authorized signatories.

4.3 Formal notices of breach, termination or dispute must be sent to the notice email addresses in the Schedule with delivery evidence or by tracked courier to a later address notified in the same manner; email notice takes effect when the sender receives a non-automated acknowledgment, and courier notice on recorded delivery. If email is not acknowledged within two business days, the sender may use tracked courier.

4.4 Routine project correspondence does not amend this Agreement or an SOW.

Article 5. Confidentiality and Compliance

5.1 Each party shall use the other party's nonpublic information received in connection with this Agreement only to perform or exercise rights under it, restrict access to personnel and approved subcontractors bound by appropriate confidentiality duties and with a need to know, and apply reasonable safeguards. These duties do not apply to information the recipient can demonstrate was lawfully known without restriction, becomes public without breach, is lawfully received without restriction from a third party, or is independently developed.

5.2 A disclosure required by law is permitted to the extent required, with advance notice and reasonable cooperation when lawful.

5.3 Each party shall comply with laws applicable to its own performance.

5.4 Confidentiality continues for three years after expiration or termination, and for a trade secret for as long as it remains protected as a trade secret under applicable law; Client Data remains subject to Article 3 and applicable data processing terms.

Article 6. Term, Termination and Consequences

6.1 This Agreement begins on 〔契約締結日〕 and continues for 〔契約期間の月数〕 months, without automatic renewal. No SOW may be signed after its expiry unless the parties renew this Agreement in writing; its terms continue for an SOW signed before expiry until that SOW ends.

6.2 Either party may terminate this Agreement or an affected SOW for material breach by notice identifying the breach if it is not cured within 〔違反是正期間の日数〕 calendar days after effective notice; a breach incapable of cure may be terminated by notice without waiting.

6.3 Client may also terminate an affected deliverable following the failed resubmission described in Article 2.

6.4 Termination of this Agreement ends all active SOWs unless the notice expressly limits termination to an affected SOW or deliverable.

6.5 On expiry or termination, Client shall pay for accepted deliverables and services properly performed through the effective date, subject to valid disputes; Provider shall refund within 〔返金期限の日数〕 calendar days any prepaid fees attributable to services not performed or deliverables not accepted, including a deliverable terminated following failed resubmission. The parties shall reasonably document any allocation of a bundled prepaid fee by reference to the SOW's stated milestones or, if none, the demonstrable work completed, without charging for a rejected terminated deliverable.

6.6 Each party shall cease access and use of the other's materials except for Client's rights in paid deliverables under Article 3, legally required retention and the limited use needed to resolve accrued claims.

6.7 Within 〔返却・削除期限の日数〕 calendar days after request or the end of the relevant SOW, each party shall return or securely delete the other's materials and confirm deletion on request; legally retained copies and routine backups may be retained only while required or until overwritten under the ordinary backup cycle, with a maximum of 90 calendar days after the request or relevant SOW end; all retained copies remain protected and not otherwise used. The retaining party shall identify the legal grounds and required retention period and confirm final deletion.

6.8 Accrued payment and refund duties, Article 3 rights and restrictions applicable after payment, Articles 5 and 7, and this Article's return, deletion and settlement duties survive to the extent needed to operate.

Article 7. Liability and Disputes

7.1 A party is liable for proven direct losses caused by its breach, subject to an aggregate cap (which must be a positive amount) for all claims under this Agreement and its SOWs of 〔責任上限額〕 〔通貨〕. The cap does not apply to fraud, willful misconduct, gross negligence, death or personal injury, or liability that cannot lawfully be limited; it also does not reduce Client's duty to pay fees properly due or Provider's express duty to refund prepaid fees under Article 6.

7.2 Neither party is liable for indirect or consequential loss, except to the extent that exclusion is prohibited by applicable law.

7.3 Either party may refer a dispute to the business leads identified in the Schedule; if they do not resolve it within 〔紛争協議期間の日数〕 calendar days after referral, either party may bring proceedings in the courts identified there.

7.4 The law selected in the Schedule governs this Agreement and its SOWs, subject to mandatory applicable law.

【Schedule of Commercial Terms】

Complete all variables before signature. This Agreement does not itself order services: each order requires a separately signed SOW containing the items in Article 1. An SOW or annex must identify its date and version. The first SOW may be signed with this Agreement. Article 4 governs later changes.

Term：〔契約期間の月数〕 months from 〔契約締結日〕; no automatic renewal

Acceptance and correction：〔検収期間の日数〕 and 〔修正期間の日数〕 calendar days respectively

Invoice dispute and payment：〔請求異議申立期間の日数〕 and 〔支払期限の日数〕 calendar days respectively

Breach cure; refund; return or deletion：〔違反是正期間の日数〕, 〔返金期限の日数〕 and 〔返却・削除期限の日数〕 calendar days respectively

Aggregate liability cap：〔責任上限額〕 〔通貨〕

Dispute escalation：〔紛争協議期間の日数〕 calendar days

Governing law：〔準拠法〕

Courts：〔管轄裁判所〕

Client legal postal address for courier notices：〔Clientの通知用住所〕

Provider legal postal address for courier notices：〔Providerの通知用住所〕

Client formal-notice email：〔Clientの通知用メールアドレス〕

Provider formal-notice email：〔Providerの通知用メールアドレス〕

Client business lead：〔Clientの業務責任者〕

Provider business lead：〔Providerの業務責任者〕

Each SOW must state its services and exclusions; deliverables or recurring activities; milestones and objective acceptance criteria for each deliverable; Client dependencies; fees in 〔通貨〕, invoice milestones and any authorized expenses; and any third-party materials with their proposed license terms. It must also state whether Provider will process personal data on Client's behalf and, if so, identify the signed applicable data processing addendum by date and version before that processing begins. An SOW with no such addendum does not authorize that processing.

Date: 〔契約締結日〕

First party: 〔Clientの名称〕 Signature: ____________________

Second party: 〔Providerの名称〕 Signature: ____________________