This Master Services Agreement template outlines the general terms under which NxusCloud Inc. (“Company”) provides services to its clients (“Client”). Specific pricing, deliverables, and timelines for any engagement are set out in a signed Statement of Work referencing this Agreement. This page is provided for transparency; it is not itself a signed contract, and executed agreements may include negotiated terms specific to that engagement.

1. Services

(A) Statements of Work. Company shall provide services to Client as described in one or more statements of work (each, an “SOW”) and any documents explicitly incorporated by reference therein (the “Services”). Each SOW must be signed by both Parties, incorporate this Agreement by reference, and state the applicable business terms, including pricing, payment, expense reimbursement, and a description of the Services.

(B) Changes. A change in the Services will not invalidate this Agreement or the applicable SOW. Changes must be made by written change order signed by authorized representatives of both Parties.

2. Compensation

(A) Invoices. Company shall invoice Client per the terms of the applicable SOW. If payment terms are not otherwise specified, Company shall invoice monthly for Services rendered plus out-of-pocket expenses (“Fees”), due upon receipt. Amounts unpaid after 30 days accrue interest at 1.5% per month.

(B) Reimbursable Expenses. Client shall reimburse Company for reasonable, actual out-of-pocket expenses incurred in performing the Services, unless otherwise stated in the applicable SOW.

(C) Taxes. Client is responsible for applicable governmental taxes on Services purchased under this Agreement, excluding taxes on Company’s own income, personnel, or operations.

3. Term and Termination

(A) Term. This Agreement commences on the Effective Date and, unless otherwise stated in the applicable SOW, continues for twelve (12) months, automatically renewing for successive twelve-month periods unless either Party gives written notice of non-renewal at least sixty (60) days before the end of the then-current term.

(B) Termination for Convenience. Either Party may terminate this Agreement for convenience on at least sixty (60) days’ written notice, unless the applicable SOW states otherwise.

(C) Termination for Cause. If either Party materially breaches this Agreement or an SOW, the non-breaching Party may terminate by written notice describing the breach and providing a cure period of not less than seven (7) days.

(D) Suspension of Services. Company may suspend Services without liability for suspected misuse, material breach including nonpayment beyond 30 days, or if required by a law enforcement or governmental agency.

4. Conditions of Performance

Company shall furnish and pay for the labor, equipment, supervision, licenses, and insurance necessary for timely, professional completion of the Services. Company may subcontract Services to qualified third parties but remains fully responsible for their acts and omissions. Company is an independent contractor, not an employee or agent of Client, and is solely responsible for compliance with employment laws applicable to its own personnel.

5. Obligations of Client

Client shall, at its own expense, undertake preparations reasonably necessary for Company to deliver the Services, cooperate fully, and provide reasonable access to systems, facilities, and personnel needed for performance. Client represents it has full authority to enter into this Agreement and each SOW.

6. Proprietary Rights

Each Party retains ownership of Intellectual Property it owned prior to this Agreement or independently develops during the engagement. Client receives a license to use Company’s pre-existing IP to the extent incorporated into deliverables Company provides. Unless otherwise agreed in writing, Client owns Intellectual Property jointly developed by the Parties during the engagement. Nothing in this Agreement restricts Company from using, in other client engagements, the general knowledge, skills, and methodologies it develops in the course of performing the Services, provided Company does not use or disclose Client’s Confidential Information in doing so.

7. Indemnification and Limitation of Liability

Company shall indemnify Client for losses arising from Company’s breach of this Agreement, loss of Client data caused by Company’s negligence, or a third-party claim that the Services infringe that party’s intellectual property rights, capped at the Fees received for the Services giving rise to the claim. Client shall indemnify Company for losses arising from Client’s breach of this Agreement or a claim that data or software Client provides infringes a third party’s rights. Neither Party is liable for consequential, incidental, punitive, special, or indirect damages.

8. Insurance

Company maintains Commercial General Liability, Professional Liability / Errors & Omissions, and Cyber Liability insurance appropriate to the services provided, and will furnish a certificate of insurance upon reasonable request.

9. Warranty

Company warrants that Services will be performed by personnel experienced and skilled in their field, in accordance with industry standards. Except as expressly stated, Services are provided “as is,” and Company disclaims all other warranties, express or implied, including merchantability, fitness for a particular purpose, and non-infringement.

10. Confidentiality

Each Party will protect the other Party’s confidential and proprietary information using at least a reasonable degree of care, and will use it solely to perform its obligations or, for Client, to use the Services. Company may develop case studies based on Services performed, while continuing to protect Client’s Confidential Information, and will not publish a case study naming Client without Client’s prior written consent.

11. Non-Solicitation

During the engagement and for twelve (12) months afterward, neither Party will actively recruit or solicit the other Party’s employees who are actively participating in the Services, without that Party’s prior written consent.

12. Governing Law and General Terms

This Agreement is governed by the laws of the State of New York, with venue in New York County, New York. This Agreement and all SOWs constitute the entire agreement between the Parties on this subject matter. Neither Party is liable for delay or failure to perform due to circumstances beyond its reasonable control, including natural disasters, pandemics, war, or utility/communications failure.

Questions About This Agreement

To discuss engagement terms or request a copy of our standard Statement of Work template, please contact us.