Terms and agreement
MASTER SERVICES AGREEMENT (ADVISORY SERVICES) – NEVADA GOVERNING LAW
This Master Services Agreement (the “Agreement”) is entered into as of [Effective Date] (the “Effective Date”) by and between [Consultant Legal Name], a [State] [entity type] with a principal place of business at [Address] (“Consultant”), and [Client Legal Name], a [State] [entity type] with a principal place of business at [Address] (“Client”). Consultant and Client are each a “Party” and collectively the “Parties.”
1. Scope; Advisory-Only Role
1.1 Statements of Work. Consultant may provide advisory, analysis, training, strategic planning, implementation guidance, and related professional services (the “Services”) as set forth in one or more mutually executed Statements of Work (each, an “SOW”), which incorporate this Agreement by reference.
1.2 Advisory-Only; No Management or Control. Consultant provides recommendations and analysis only. Consultant does not (a) make decisions for Client, (b) supervise or direct Client personnel, (c) assume any management, operational, supervisory, fiduciary, custodial, or control role within Client’s business, or (d) represent or bind Client to any third party. Client remains exclusively responsible for all business decisions, approvals, implementations, and outcomes.
1.3 Independent Contractor. Consultant is an independent contractor. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship.
1.4 No Funds Handling. Consultant does not custody, accept, process, transmit, or disburse funds for or on behalf of Client or any third party; does not act as a payment processor, lender, underwriter, broker, or escrow agent.
2. Client Responsibilities
2.1 Decision-Making & Due Diligence. Client is solely responsible for (a) evaluating and verifying the correctness, suitability, and legality of any recommendations, (b) obtaining independent legal, tax, financial, security, privacy, and regulatory advice from qualified professionals, and (c) performing all required due diligence through its own legal and compliance functions before acting on any recommendations.
2.2 Regulatory Compliance. Client is solely responsible for compliance with all applicable laws, rules, and regulations, including without limitation those of healthcare (e.g., HIPAA), financial services and banking (e.g., GLBA, FFIEC/OCC/FDIC guidance), securities (e.g., Securities Act/Exchange Act, Investment Advisers Act), privacy and data protection (e.g., federal/state privacy statutes), employment, marketing/consumer protection, telemarketing (e.g., TCPA), and export controls/sanctions (e.g., OFAC, EAR/ITAR), as applicable to Client’s operations and use of the Services.
2.3 Information & Access. Client will provide timely, accurate information and reasonable access required for Consultant to perform the Services. Consultant may rely on information provided by Client and third parties without independent verification.
2.4 Implementation & Results. Client is solely responsible for implementation, configuration, and operation of its systems, vendors, controls, and processes, and for all outcomes resulting from Client’s choices.
3. No Regulated Professional Advice; Industry-Specific Disclaimers
3.1 No Legal, Tax, Accounting, Investment, or Medical Advice. Consultant does not provide legal, tax, accounting, investment, broker-dealer, underwriting, or medical/healthcare services or advice. Nothing in any deliverable or communication shall be construed as such advice. Client must obtain advice from its own licensed professionals.
3.2 Healthcare Disclaimers. Consultant is not a healthcare provider and does not create a provider-patient relationship. If Services involve Protected Health Information (PHI), the Parties will execute a separate Business Associate Agreement (“BAA”) before any PHI is disclosed. Consultant has no obligations under HIPAA absent a mutually executed BAA.
3.3 Financial/Banking Disclaimers. Consultant is not a bank, credit union, money transmitter, broker-dealer, investment adviser, or servicer, and is not subject to capital, custody, or prudential requirements. Consultant does not provide investment recommendations, solicitations, or securities analyses. Client is responsible for all FFIEC/OCC/FDIC/NCUA or other supervisory obligations and vendor-risk oversight.
3.4 Technology/Cybersecurity Disclaimers. Consultant does not guarantee system security, availability, or integrity, and does not provide PCI-DSS certification, SOC audits, penetration testing, or code warranties unless expressly agreed in an SOW.
4. Deliverables; Intellectual Property
4.1 Work Product. “Work Product” means all reports, templates, dashboards, training materials, and other items expressly identified in an SOW. Subject to full payment, Consultant grants Client a non-exclusive, non-transferable, non-sublicensable license to use Work Product internally for Client’s business purposes.
4.2 Background Materials. Consultant retains all right, title, and interest in and to any pre-existing or independently developed tools, know-how, methodologies, frameworks, software, or templates (“Background Materials”). No rights are granted except the limited internal-use license in Section 4.1 as incorporated into Work Product.
4.3 Third-Party Materials. Work Product may reference or include third-party materials subject to third-party terms. Client’s use of such materials is governed solely by those third-party terms.
5. Fees; Taxes; Expenses
5.1 Fees & Payment. Fees are as stated in the applicable SOW. Unless otherwise stated, invoices are due net 15 days from invoice date. Late amounts accrue interest at 1.5% per month (or the maximum allowed by law, if lower) plus reasonable collection costs, including attorneys’ fees.
5.2 Deposits; Milestones. Consultant may require deposits or milestone invoicing as specified in an SOW. Deposits are non-refundable once the corresponding resource block is reserved.
5.3 Expenses. Client will reimburse reasonable, pre-approved travel and out-of-pocket expenses at cost.
5.4 Taxes. Fees exclude taxes. Client is responsible for all sales, use, VAT/GST, withholding, and similar taxes (excluding taxes based on Consultant’s net income).
6. Confidentiality; Data Protection
6.1 Confidential Information. Each Party agrees to protect the other’s non-public information using at least reasonable care and to use it only to perform under this Agreement. The receiving Party may disclose Confidential Information to its personnel and subcontractors with a need to know and under obligations of confidentiality no less protective than those herein.
6.2 Security. Consultant will maintain commercially reasonable administrative, technical, and physical safeguards to protect Confidential Information. Consultant does not guarantee error-free or uninterrupted security.
6.3 Personal Data. If Services involve personal data, the Parties will execute any required data-processing or privacy addenda. Absent such addenda, Consultant acts as an independent controller with respect to its own processing and will not process personal data on Client’s behalf.
6.4 Compelled Disclosure. A Party may disclose Confidential Information if required by law, subpoena, or court order, provided it gives prompt notice (where lawful) and reasonably cooperates to seek protective treatment.
6.5 Return/Deletion. Upon written request, and except as required by law or recordkeeping policies, the receiving Party will return or destroy the disclosing Party’s Confidential Information.
7. Warranties; Disclaimers
7.1 Limited Services Warranty. Consultant warrants it will perform the Services in a professional and workmanlike manner by personnel with appropriate skills and experience.
7.2 Exclusive Remedies. Client’s exclusive remedy for breach of the foregoing warranty is, at Consultant’s option, (a) re-performance of the non-conforming Services, or (b) a refund of fees actually paid for the non-conforming Services.
7.3 General Disclaimers. EXCEPT AS EXPRESSLY SET FORTH IN SECTION 7.1, THE SERVICES, WORK PRODUCT, DELIVERABLES, AND ANY ADVICE OR RECOMMENDATIONS ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, OR RESULTS. CONSULTANT DOES NOT WARRANT THAT ANY OUTCOME, ROI, SAVINGS, FUNDING, APPROVAL, AUDIT RESULT, REGULATORY CLEARANCE, OR OTHER RESULT WILL BE ACHIEVED.
8. Indemnification
8.1 Client Indemnity. Client will defend, indemnify, and hold harmless Consultant and its affiliates, officers, directors, employees, agents, and subcontractors from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to:
(a) Client’s use of or reliance on the Services or Work Product;
(b) Client’s decisions, implementations, or operations;
(c) Client’s data, materials, or instructions;
(d) Client’s actual or alleged violation of law or third-party rights; or
(e) any claim by Client’s customers, patients, counterparties, regulators, or employees related to the foregoing.
8.2 Consultant Indemnity (IP Only). Consultant will defend, indemnify, and hold harmless Client from third-party claims alleging that Work Product, as provided and used by Client in accordance with this Agreement, directly infringes such third party’s intellectual property rights. Consultant will have no liability to the extent the claim arises from Client materials, modifications not made by Consultant, or combination with products or data not provided by Consultant.
8.3 Procedures. The indemnified Party must provide prompt written notice of the claim, reasonable cooperation, and sole control of the defense/settlement to the indemnifying Party (except a settlement requiring payment or admission by the indemnified Party requires its prior written consent, not to be unreasonably withheld).
9. Limitation of Liability
9.1 No Consequential Damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES; LOSS OF PROFITS, REVENUE, GOODWILL, OR DATA; BUSINESS INTERRUPTION; OR PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, EVEN IF ADVISED OF THE POSSIBILITY.
9.2 Cap. TO THE MAXIMUM EXTENT PERMITTED BY LAW, CONSULTANT’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE FEES PAID BY CLIENT TO CONSULTANT FOR THE SERVICES GIVING RISE TO THE CLAIM IN THE TWELVE (12) MONTHS PRECEDING THE EVENT FIRST GIVING RISE TO LIABILITY.
9.3 Exclusions. The limitations above do not apply to: (a) Client’s payment obligations; (b) Client’s indemnity obligations; or (c) liability that cannot be limited or excluded under applicable law. Nothing herein limits liability for willful misconduct to the extent such limitation is unenforceable under applicable law.
9.4 Reliance; Allocation of Risk. Client acknowledges that it is not relying on any representation or warranty not expressly set forth in this Agreement and that the fees reflect the allocation of risk herein.
10. Insurance (Optional)
Consultant will maintain commercially reasonable insurance (e.g., commercial general liability and professional liability/E&O). Certificates of insurance will be provided upon reasonable request. Specific limits (if any) will be stated in the applicable SOW.
11. Term; Termination; Suspension
11.1 Term. This Agreement begins on the Effective Date and continues until terminated as provided herein.
11.2 Termination for Convenience. Either Party may terminate this Agreement or any SOW for convenience upon thirty (30) days’ prior written notice.
11.3 Termination for Cause. Either Party may terminate this Agreement or any SOW immediately upon written notice if the other Party materially breaches and fails to cure within thirty (30) days after written notice specifying the breach.
11.4 Suspension. Consultant may suspend Services for non-payment or if continuing poses security, legal, or safety risks.
11.5 Effect of Termination. Upon termination:
(a) Client will pay for all Services performed and expenses incurred through the effective termination date;
(b) all licenses terminate except as expressly provided; and
(c) Sections 2–9, 11.5, 12–16 survive.
12. Nevada Governing Law; Venue; Dispute Resolution
12.1 Governing Law. This Agreement and any dispute, claim, or controversy arising out of or relating to it or the Services (each, a “Dispute”) are governed by the laws of the State of Nevada, without regard to its conflicts of laws rules.
12.2 Venue & Jurisdiction. Subject to Section 12.3 (Arbitration), the Parties irrevocably submit to the exclusive jurisdiction and venue of the state and federal courts located in Clark County, Nevada, and waive any objection to such venue, including forum non conveniens.
12.3 Arbitration (Optional – Choose One):
(A) Court Litigation (Default). Disputes will be resolved exclusively in the courts specified in Section 12.2.
(B) Binding Arbitration. Any Dispute shall be finally settled by confidential, binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. The seat and venue of arbitration will be Las Vegas, Nevada. The language will be English. Judgment on the award may be entered in any court with jurisdiction. Class actions and class arbitrations are not permitted.
12.4 Jury Trial Waiver. TO THE EXTENT LITIGATION IS PERMITTED, EACH PARTY KNOWINGLY AND VOLUNTARILY WAIVES THE RIGHT TO A JURY TRIAL.
13. Compliance; Anti-Corruption; Trade Controls
13.1 Anti-Corruption. Each Party will comply with applicable anti-corruption laws (e.g., the U.S. Foreign Corrupt Practices Act) and will not offer or accept bribes, kickbacks, or improper payments.
13.2 Sanctions & Export Controls. Each Party will comply with U.S. export control and sanctions laws (including OFAC, EAR/ITAR) and will not provide or receive Services in violation thereof.
14. Subcontractors; Non-Solicitation (Optional)
14.1 Subcontractors. Consultant may use qualified subcontractors; Consultant remains responsible for their performance.
14.2 Non-Solicitation. During the term and for twelve (12) months thereafter, neither Party will solicit for employment or hire the other Party’s personnel who were directly and materially involved in the Services, without prior written consent. This restriction does not prohibit general solicitations not targeted at the other Party’s personnel.
15. Publicity; Portfolio Use (Optional)
Consultant may reference Client’s name and logo in a customary client list and high-level, non-confidential description of the engagement, unless Client opts out by written notice. Any press release requires prior written approval by both Parties.
16. Miscellaneous
16.1 Order of Precedence. If there is a conflict, the following order controls: (1) an SOW (only for that SOW), (2) this Agreement, and (3) any addenda executed by both Parties.
16.2 Entire Agreement; Amendments. This Agreement (including SOWs and addenda) is the entire agreement and supersedes prior discussions. Amendments must be in writing and signed by both Parties.
16.3 Assignment. Neither Party may assign this Agreement without the other’s prior written consent, except either Party may assign to an affiliate or in connection with a merger, sale, or reorganization, with notice.
16.4 Notices. Notices must be in writing and delivered by hand, reputable courier, or certified mail to the addresses above (or as updated by notice), with copies by email not constituting notice.
16.5 Force Majeure. Neither Party is liable for failure or delay due to events beyond its reasonable control, provided it uses commercially reasonable efforts to mitigate.
16.6 Severability; Waiver. If any provision is held unenforceable, it will be modified to the minimum extent necessary to be enforceable, and the remainder remains in effect. A waiver must be in writing and does not operate as a waiver of any other breach.
16.7 Headings; Counterparts; Electronic Signatures. Headings are for convenience only. This Agreement may be executed in counterparts, including by electronic signatures, each of which is deemed an original.
____________________________________________________________________________________________________
Exhibit A – Sample Statement of Work
Project Title: __________________________
Term: Start: __________ End: __________
Location: Remote unless otherwise agreed.
Services:
Discovery workshops; document reviews; risk/gap assessments; roadmap and recommendations.
Drafting templates/policies (non-legal) and implementation playbooks.
Training sessions for Client teams (non-certifying).
Optional vendor selection guidance (Client executes contracts directly).
Deliverables: __________________________
Assumptions / Client Duties:
Timely access to subject matter experts (SMEs).
Data availability.
Decision-maker attendance.
Client’s legal review/approval prior to implementation.
Fees: __________________________
Invoicing: __________________________
Expenses: __________________________
Key Personnel: __________________________
Approvals (sign-off criteria): __________________________
____________________________________________________________________________________________________
Exhibit B – Regulated Industries Addendum (Optional)
Healthcare (HIPAA). No PHI will be shared with Consultant unless and until the Parties execute a mutually acceptable Business Associate Agreement (BAA). Consultant’s obligations regarding PHI exist only under a fully executed BAA.
Financial Services/Banking. Client maintains full responsibility for compliance with FFIEC/OCC/FDIC/NCUA guidance, GLBA and its implementing regulations, and any supervisory examinations, notifications, or filings. Consultant’s deliverables are informational and for internal planning; they do not constitute legal opinions, regulatory submissions, model validations, or audit reports.
Technology & Security. Consultant may provide recommendations regarding security and privacy controls, architectures, or vendors; Client remains responsible for risk acceptance, implementation, testing, monitoring, and continuous compliance. Consultant does not operate, monitor, or warrant Client’s systems or vendors.
Marketing & Communications. Client is solely responsible for compliance with consumer protection laws (including advertising disclosures, UDAAP, CAN-SPAM, TCPA, state mini-TCPA), and for maintaining appropriate consents and records.
Data Transfers. If cross-border transfers of personal data are implicated, Parties will execute appropriate data transfer mechanisms (e.g., SCCs) as required by law.
____________________________________________________________________________________________________
Exhibit C – Disclaimer Language (For Reports & Deliverables)
Disclaimer: This document is provided for informational purposes only and reflects Consultant’s professional judgment based on information made available by Client as of the report date. Consultant is not providing legal, tax, accounting, investment, medical, or other regulated professional advice, and this document is not a substitute for advice from qualified professionals retained by Client. Client bears sole responsibility for decisions and actions taken in reliance on this document and for ensuring compliance with all applicable laws, regulations, and policies through its own legal and compliance departments.
____________________________________________________________________________________________________
Signatures
Consultant:
Name: __________________________
Title: __________________________
Date: __________________________
Client:
Name: __________________________
Title: __________________________
Date: __________________________