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Master Services Agreement
Ready1. Services
Provider will perform the services described in each Statement of Work that both parties agree to.
2. Limitation of liabilityHigh risk
Provider's total liability for any claim under this Agreement will not exceed the fees paid by Customer in the twelve months before the claim.
3. IndemnificationHigh risk
Customer will defend and hold harmless Provider against all claims arising from Customer's use of the services or breach of this Agreement.
4. Term and terminationMedium
This Agreement runs for one year. Provider may end it for convenience on thirty days' written notice.
5. Governing law
This Agreement is governed by the laws of the State of New York.
Low liability cap
The cap is low and may not cover your losses. Ask for a higher cap, or none.
Broad indemnity
You cover Provider for a wide range of claims. Narrow the scope.
One-sided exit
Only Provider can end this early. Ask for the same right.
Made for legal and operations teams at companies like these
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Clauses
2. Limitation of liability
High riskProvider's total liability for any claim under this Agreement will not exceed the fees paid by Customer in the twelve months before the claim.
2. Limitation of liability
3 editsProvider's total liability will not exceed the fees paid by Customer in the twelve months before the claim.
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4 changesYour draft
Fees are due within forty-five days of invoice. The liability cap is twice the annual fees. Either party may end this Agreement on thirty days notice. Disputes go to mediation first.Their draft
Fees are due within fifteen days of invoice. The liability cap is one quarter of the annual fees. Either party may end this Agreement on ten days notice. Disputes go to court first.Approvals for this contract
3 peopleRisk summary
Suggested edits
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Status
All three approvals are in.
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Liability High
Provider's liability is capped at three months of fees.
Indemnity High
Customer covers all claims, including Provider's own.
Termination Medium
Only Provider may end the Agreement early.
Governing law
New York law applies to this Agreement.
Review summary
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PaymentOff playbook
Customer will pay each invoice within fifteen days of receipt.
LiabilityOff playbook
Provider's liability will not exceed the fees paid in the prior three months.
TerminationMatches
Either party may end this Agreement on thirty days' written notice.
IndemnityMatches
Each party will defend and hold the other harmless against third-party claims.
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