query-orchestration/assets/sampleOne/sga_01.txt

Document Index
MASTER SERVICES AGREEMENT   1
GENERAL TERMS AND CONDITIONS   1
SECTION 1   1SERVICES   1
SECTION 2   1PAYMENT   1
2.1 Charges.   1
SECTION 3   2CHANGES; DELAYS; AND SERVICE CREDITS   2
SECTION 4   3PROJECT MANAGEMENT   3
SECTION 5   3ACCEPTANCE   3
SECTION 6   3WARRANTIES; COMPLIANCE WITH LAW   3
SECTION 7   4INTELLECTUAL PROPERTY AND CONFIDENTIALITY   4
SECTION 8   5TERM AND TERMINATION   5
SECTION 9   5INDEMNITY   5
SECTION 10   6INSURANCE   6
SECTION 11   6MISCELLANEOUS   6
11.16 ACA Coverage.   7
DISPUTE RESOLUTION ADDENDUM   10
1   10DISPUTE RESOLUTION   10
1.1   10Informal Dispute Resolution   10
1.2   10Litigation   10
INSURANCE ADDENDUM   11
EXHIBIT A   12STATEMENT OF WORK NO.   12TO MASTER SERVICES AGREEMENT   12
IX. ASSUMPTIONS [PLEASE INDICATE ANY ASSUMPTIONS]   13
PROJECT DELAY ADDENDUM   14
EXHIBIT B   15
VENDOR TRAVEL REIMBURSEMENT POLICY   15
PURPOSE   15
POLICY   15
Reimbursable Expenses (require pre-approval by   15XYZ   15and shall not exceed 12% of the specific engagement)   15
Non-Reimbursable Expenses   15
Airline Reservations   15
Lodging   16
Meals   16
Transportation   16
Parking   16
Rental Car   16
Tips and Gratuities   16
Documentation Requirements   16



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MASTER SERVICES AGREEMENT
THIS MASTER SERVICES AGREEMENT (the "Agreement") is made and entered into by and between XYZ
CORPORATION, a Delaware corporation located at 456 Oak Avenue, Greenville,
MO 63105 on behalf and for the benefit of
itself, its subsidiaries and affiliates (" XYZ
") and
Sample Company Name, Inc.,
a Delaware Corporation, with its
principal place of business located at 123 Maple Street, Springfield,
Maryland 20850 ("Vendor"), is
effective as of June 13th, 2019 ("Effective Date"
GENERAL TERMS AND CONDITIONS
SECTION 1
1.3 Non-Exclusivity; Place of Performance. Centene
SERVICES
retains the right at all times to negotiate terms and enter
contracts with any other person or entity for services that
1.1 Description of Services. Vendor shall perform the
are the same or similar to the Services without notice to
services and provide all of the items to be delivered to
Vendor and without incurring any liability by virtue
XYZ
("Deliverables") described in statements of work
thereof, Except as expressly described in an SOW,
(each, a "Statement of Work" or "SOW") in a form
Vendor shall not perform the Services or any portion
substantially similar to that in Exhibit A attached hereto as
thereof, nor send or make available outside the United
well as any Change Order (defined below) (collectively, the
States any Confidential Information (defined below) of
"Services"). The Services described in any SOW may
Centene or individually identifiable information.
also be referred to herein as a "Project." Each SOW and
Change Order executed by both parties is incorporated
SECTION 2
into this Agreement. If there is a conflict or inconsistency
PAYMENT
between these General Terms and Conditions
(sometimes referred to in this Agreement as the "MSA")
2.1 Charges.
and any SOW or Change Order, these General Terms
and Conditions will prevail unless a single, separate and
(a) In full consideration for Vendor's performance of the
distinct section within the SOW or Change Order (i) is
Services described in an SOW or Change Order,
labeled as the "MSA Override" section, and (ii) expressly
Centene shall pay the charges and expenses expressly
identifies both the provision within these General Terms
described in the Compensation section in such SOW and
and Conditions that is being overridden by the SOW or
Change Order(s) in accordance with this Agreement and
Change Order and the provision within the SOW or
the applicable SOW and Change Order(s) (the
Change Order that will prevail over these General Terms
"Charges"). Vendor is not entitled to any compensation
and Conditions, provided that such modification shall
or remuneration other than the Charges.
apply only to such SOW or Change Order. For the sake
of clarity, if a provision in these General Terms and
(b) For Charges based on units of time (e.g. hourly
Conditions expressly permits the parties to deviate from
charges), Vendor shall implement an automated or
the General Terms and Conditions in an SOW, then such
electronic time-keeping system, reports from which shall
deviation within the SOW must still be described in an
be
accessible
by
XYZ unless otherwise directed by
"MSA Override" section and it must also identify both the
XYZ
including utilization of XYZ's required time-
provision within these General Terms and Conditions that
keeping system as applicable. Prior to the
is being overridden by the SOW or Change Order and the
commencement of Services, the parties shall develop a
provision within the SOW or Change Order that will
single, consolidated exemplary invoice for all Services
prevail over these General Terms and Conditions section
performed under this Agreement. Such invoice serve as
of the SOW.
a
template for all invoices submitted to
XYZ
thereafter and shall include, as applicable and as
1.2 Transition Assistance. Upon XYZ's
request
requested by XYZ: a detailed description of Services
during the Term (defined below) and at any time during
performed, by whom, a contact name and telephone
the first six (6) months following the expiration or
number, the number of hours billed for each Service
termination of this Agreement ("Transition Period"),
charged on an hourly basis and such other detail as
Vendor shall make available to XYZ all Services and
XYZ
may reasonably request.
reasonable assistance necessary for an orderly migration
of the Services (or any portion thereof) to XYZ
or
a
(c) Unless set for otherwise within the "Charges" section
replacement vendor designated by XYZ including
of an SOW, within twenty (20) days after the end of each
providing at no cost or expense to XYZ all XYZ
calendar month Vendor shall submit a single, complete
files in HTML format (or such other mutually agreed
and accurate invoice for all Services performed during the
format) and all data and other property of XYZ
that
just-ended month. In the event XYZ disputes
the
are in the possession of Vendor, its employees, agents
Charges in an invoice in good faith, it shall notify Vendor
and subcontractors. Vendor shall use commercially
of the reasons therefor within twenty (20) days after
reasonable efforts to provide transition assistance
receipt of such invoice, in which case XYZ may
utilizing Vendor personnel then being regularly used to
withhold payment of the invoice and the parties shall
perform the components of the Services being
negotiate in good faith to resolve such dispute as soon as
transitioned. Vendor shall continue to perform all
practicable. If the dispute is not resolved within thirty (30)
Services that are not transitioned in accordance with this
days after notice thereof, either party may initiate Dispute
Agreement. For transition assistance (excluding the
Resolution, as described in the Dispute Resolution
return of XYZ files, data and other property) for which
Addendum. Vendor may not charge XYZ any
there is a predetermined Charge (defined below) in an
additional amounts for Services or Deliverables for which
SOW, such pre-determined Charge shall apply.
an invoice has been rendered, except where a particular
invoice (i) indicates that certain Charges are incapable of
being determined as of the date of such invoice and (ii)
XYZ
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Vendor provides an estimate of such Charges so that
any obligation to agree to such request. Any change in
XYZ
can make appropriate accruals, in which event
the Services or Deliverables and any resultant change to
Vendor may include such Charges on a later invoice.
the Charges shall be specified in a written document
However, under no circumstances shall XYZ be liable
developed by the parties working cooperatively and in
for any Charges presented to XYZ more than ninety
good faith ("Change Order"). Vendor shall be entitled to
(90) days after the date the Charges for the underlying
an additional Charge described in a Change Order only if
Services/Deliverables should have been submitted to
a change required by XYZ would increase Vendor's
XYZ
All payments by XYZ to Vendor pursuant
cost to implement the change or to deliver the Services
to this Agreement are due and payable to Vendor within
and/or Deliverables in accordance with the Change
forty-five (45) calendar days after XYZ's receipt of an
Order, and then the additional Charge must be directly
undisputed invoice. XYZ may withhold from the
and reasonably related to such additional cost incurred by
payment for an invoice any credits or other amounts
Vendor in performing the change. Any change resulting in
Vendor is not entitled to or owes XYZ in connection
a diminution in the volume of Services or the amount of
with this Agreement.
labor required by Vendor to perform the Services shall
result in an equitable diminution in the Charges. Vendor
2,2 Taxes. Vendor agrees to pay and hold XYZ
shall not perform any change contemplated in this
harmless against any tax, penalty, interest or other
paragraph, nor be entitled to any additional compensation
charges that may be levied or assessed as a result of
or remuneration in connection therewith unless such has
Vendor's performance of this Agreement.
been described in a Change Order that has been signed
by representatives of both parties who have apparent
2.3 Records and Audit. Except as expressly provided
authority to bind their respective companies to such
otherwise in this Agreement, until the expiration of seven
Change Order, Notwithstanding anything in this
(7) years after the furnishing of Services hereunder,
Agreement to the contrary and subject to XYZ's
Vendor shall maintain complete and accurate records to
obligation to pay Vendor for the Services and
validate and document Vendor's (i) compliance with this
Deliverables provided until the effective date of
Agreement, (ii) performance of the Services, and (iii)
suspension, XYZ shall have the right, upon written
Charges for Services and/or the Deliverables, all in
notice to Vendor, to suspend in whole or in part the
accordance with generally accepted accounting principles
delivery of any Services or Deliverables, and the parties
consistently applied. Vendor will, upon written request,
shall negotiate in good faith any adjustments in prices or
make available to XYZ and any governmental or
delivery dates necessitated by such suspension.
regulatory authority and any of their duly authorized
representatives, this Agreement and portions of all books,
3.2 Delays. If Vendor has failed or is likely to fail to
documents and records of Vendor that are related to the
provide the Services on time and in the manner required
provision of Services and necessary to verify the
hereunder, Vendor shall, at Vendor's expense, take all
foregoing. Vendor shall also provide reasonable
commercially reasonable steps, which may include the
assistance to XYZ or its designated agent to conduct
provision of additional Vendor personnel, to meet the
audits. Any such audit will be conducted upon
performance requirements (including timelines). Vendor
reasonable notice and during regular business hours, and
will
inform XYZ as early as possible of any
shall be at XYZ's expense, unless such audit reveals
anticipated delays in the Services and of the actions
an overcharge of more than five percent (5%) for the
being taken to ensure completion of the Services in
audited Services and/or Charges, in which event Vendor
accordance with this Agreement. XYZ's acceptance
shall reimburse XYZ the reasonable cost of that
of additional personnel as provided herein shall not be
portion of the audit that revealed the overcharge. All
construed or implied to constitute a waiver of any of
overcharges revealed by any audit hereunder shall be
XYZ's
rights in this Agreement.
promptly
returned
to XYZ Notwithstanding anything
herein to the contrary, any audit shall be subject to the
3.3 Force Majeure. Neither party will be liable for any
following limitations: (i) use of any third party auditor that
default or delay in the performance of its obligations
is a competitor of Vendor shall be subject to Vendor's
under this Agreement if and to the extent such default or
prior written approval, such approval not to be
delay is caused by an event (including fire, flood,
unreasonably withheld or delayed; and (ii) XYZ
or
terrorism, pestilence, earthquake, elements of nature or
any auditor conducting any such audit shall at all times
acts of God, riots, or civil disorders) beyond the
comply with any and all reasonable security and
reasonable control of such party, provided (i) the non-
confidentiality guidelines and other policies of Cognizant
performing party is without fault in causing such default or
with respect to the audit.
delay, (ii) such default or delay could not have been
prevented by reasonable precautions (including the
SECTION 3
implementation of, and adherence to, a prudent disaster
CHANGES; DELAYS; AND SERVICE CREDITS
recovery and business continuity plan), and (iii) such
default or delay could not reasonably be circumvented by
3.1 Change Orders.
XYZ
may, upon no less than
the non-performing party through the use of alternate
thirty (30) days' advance written notice to Vendor, change
sources, workaround plans or other means. In order to
the volume of the Services. Further, ether party may, at
mitigate the adverse consequences that may result from
any time, request a change in the volume and nature of
a default or delay in Vendor's performance, the parties
the Services and the other party shall consider such
shall incorporate into each SOW, and adhere to, the
request in good faith; however, neither party shall have
attached Project Delay Addendum.
2
XYZ
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or expense to XYZ work promptly and diligently to
3.4 Service Credits. To the extent described in an SOW,
correct such defect within 20 calendar days of XYZ's
XYZ
may be entitled to credits against the Charges
notice to Vendor of such defect, upon which XYZ
as a result of Vendor's failure to meet service levels in the
shall have 20 more days to test and review the
applicable SOW that are expressly subject to such
Deliverable. The foregoing cycle of delivery, test and, if
credits. Alternatively, XYZ may make a claim
for
applicable, correction shall repeat until the Deliverable
damages against Vendor arising out of Vendor's breach
conforms to its requirements or XYZ cancels the
of this Agreement; provided, however, that if XYZ had
Deliverable, which it may do after three (3) failed attempts
previously received any service level credits as a result of
by Vendor to provide a conforming Deliverable. Unless
such failure, then the amount of damages to which
XYZ notifies Vendor of a defect within the foregoing
XYZ is entitled under its subsequent claim shall be
test periods, the Deliverable shall be deemed to conform
reduced by the amount of any service level credits
to its requirements ("Accepted" or "Acceptance").
previously accepted by XYZ with respect to such
failure. This right shall not limit any other rights of the
SECTION 6
parties in this Agreement.
WARRANTIES; COMPLIANCE WITH LAW
SECTION 4
6.1 Service and Performance Warranty. Vendor
PROJECT MANAGEMENT
represents and warrants that it shall perform the Services
in a timely, competent, workmanlike manner and in
4.1 Vendor Project Personnel. Vendor shall staff each
conformance with the requirements of this Agreement, and
Project with sufficient qualified personnel to complete its
that all Deliverables will conform in all material respects to
obligations hereunder, Each SOW may describe
their documentation, functional specifications and
additional qualifications and background screening
requirements as set forth in the applicable SOW for the
requirements applicable to the Vendor personnel
period of time commencing on the date the applicable
providing the Services in such SOW. Vendor shall
Deliverable is first included in XYZ's production
promptly replace any such individual upon Centene's
environment, and continuing through ninety (90) days
reasonable request and a stated lawful reason, and shall
following the date such Deliverable is first executed in
not otherwise remove, replace or reassign any individuals
XYZ's production environment, provided that in no
identified in the applicable SOW as Key Vendor
event shall the warranty continue for a period of more
Personnel during the lesser of: (a) the time period for
than one (1) year even if such one-year period extends
which such individual is contracted to provide Services in
beyond the expiration or termination of this Agreement (the
the applicable SOW, or (b) twelve (12) months following
"Warranty Period"). In the event the Services or
such person's assignment hereunder, without Centene's
Deliverables do not conform to this warranty, Vendor will,
prior written consent which shall not be unreasonably
at no cost or expense to XYZ promptly correct, re-
withheld or delayed, provided that Vendor reserves the
perform and, as applicable, re-deliver the Services and
right to remove, replace or reassign such personnel for
Deliverables.
reasons of death, disability, failure to perform, promotion,
family considerations analogous to those codified in the
6,2 Infringement Warranty. Vendor represents and
Family and Medical Leave Act (FMLA, U.S. PL 103-3), or
warrants that neither the Services nor any Deliverable will
resignation or termination of employment of any person
infringe a third party's patent or copyright, nor result from
without the consent of XYZ Vendor shall cooperate
the misappropriation of a trade secret. XYZ hereby
with third parties working on XYZ's behalf.
represents and warrants that it has the right to provide
Vendor with any third party software, documentation,
4.2 Project Reports. Unless specified otherwise in the
data, information, instruction, design, technical
applicable SOW or any governance plan between the
specification or other materials provided by XYZ
to
parties, Vendor shall present to XYZ a written status
Vendor hereunder for Vendor's use in providing the
report of the Project and its progress, on a task-by-task
Services and that Vendor's possession, use or
basis, including, without limitation, Vendor hours
modification of any such materials in the performance of
expended if charged on an hourly basis and any
Services as set forth in the applicable SOW will not
impediments to the timely completion of the Project, all
infringe or misappropriate a third party's patent, copyright
sufficiently in advance to permit XYZ to compensate
or trade secret, as the case may be.
for, or work around, such impediment. These reports
shall include any unanticipated issues and
6.3 Mutual Warranties. Each party represents and
recommendations for dealing with such issues.
warrants to the other that: (i) it is validly existing under the
laws of the state of its formation and has the full right,
SECTION 5
authority, capacity and ability to enter into this Agreement
ACCEPTANCE
and to carry out its obligations hereunder; (ii) this
Agreement is a legal and valid obligation binding upon it
Unless described otherwise in an SOW, XYZ shall
and enforceable according to its terms; and (iii) its
have 30 calendar days from the date a Deliverable is
execution, delivery and performance of this Agreement
delivered to XYZ's test environment to review and
does not conflict with any agreement, instrument or
test it to ensure it conforms to its specifications,
understanding, oral or written, to which it is bound.
documentation and SOW. XYZ shall notify Vendor of
the existence of any defect and Vendor shall, at no cost
3
XYZ
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6.4 No Other Warranties. Except for the express
Vendor intellectual property that is contained within a
warranties set forth herein, each party disclaims all other
Deliverable.
warranties, express and implied, including warranties of
merchantability and fitness for a particular purpose or any
7.2 Confidential Information. For the purposes of this
representation, warranty, or condition from course of
Agreement, "Confidential Information" means any
dealing or usage of trade.
software, data, business, financial, pricing operational,
customer, source code, methodologies, tools vendor or
6.5 Compliance with Law. Vendor shall comply, and
other information disclosed by one party to the other and
shall provide the Services in compliance with, all federal,
not generally known by or disclosed to the public.
state and local laws, ordinances, regulations and codes
Confidential Information shall include any and all
applicable to Vendor and its performance of the Services
Personal Information, defined as any information that is
including, if applicable and without limitation, HIPAA, the
or includes personally identifiable information. Personal
Foreign Corrupt Practices Act, and their related
Information includes, but is not limited to, name, address
regulations (collectively, "Law"). Vendor agrees to report
and any unique personal identification number.
any violation of Law (including, without limitation, HIPAA
Notwithstanding anything herein to the contrary,
and the FCPA) committed by Vendor, its employees or
Confidential Information shall not include information that
subcontractors in the performance of the Services to
is: (a) already known to or otherwise in the possession of
XYZ's
Ethics Hotline at (800)345-1642 or XYZ's
a party at the time of receipt from the other party,
Ethics
Officer
at
XYZ's
address for notices,
provided such knowledge or possession was not the
result of a violation of any obligation of confidentiality; (b)
SECTION 7
publicly available or otherwise in the public domain prior
INTELLECTUAL PROPERTY AND CONFIDENTIALITY
to disclosure by a party or subsequently becomes publicly
available through no fault of the receiving party; (c)
7.1
Intellectual Property. As between Vendor and
rightfully obtained by a party from any third party having a
XYZ
Vendor agrees that all Deliverables [including
right to disclose such information without breach of any
all intermediate versions and all derivatives thereof] shall
confidentiality obligation by such third party; or (d)
be owned exclusively by XYZ in any and all manner
developed by a party independent of any disclosure
or media now known or hereafter devised in perpetuity.
hereunder.
Such ownership shall inure to the benefit of XYZ from
the date of creation or fixation in a tangible medium of
7.3 Confidentiality Obligations. Each party shall maintain
expression, as applicable. XYZ and Vendor
agree
all of the other party's Confidential Information in strict
that all Deliverables shall be considered a "work-made-
confidence and will protect such information with the
for-hire" in favor of XYZ within the meaning of the
same degree of care that such party exercises with its
Copyright Act of 1976, as amended. If and to the extent
own Confidential Information, but in no event less than a
the Deliverables, or any part thereof, is found by a court
reasonable degree of care. If a party suffers any
of competent jurisdiction not to be a "work-made-for-hire"
unauthorized disclosure, loss of, or inability to account for
within the meaning of the Copyright Act of 1976, as
the Confidential Information of the other party, then the
amended, Vendor hereby expressly assigns to XYZ
party to whom such Confidential Information was
all exclusive right, title and interest in and to the
disclosed shall promptly notify and reasonably cooperate
copyright, patent, trademark, trade secret and all other
with the disclosing party and take such actions as may be
proprietary rights in and to the Work Product without
necessary or reasonably requested by the disclosing
further consideration, free from any claim, lien for balance
party to minimize the damage that may result therefrom.
due or rights of retention thereto on the part of Vendor.
Except as provided in this Agreement, a party shall not
Vendor agrees to execute all documents XYZ
use or disclose (or allow the use or disclosure of) any
reasonably requires to perfect such assignment, and in
Confidential Information of the other party without the
the event that Vendor fails to execute such documents for
prior written consent of such party. If a party is legally
any reason, Vendor hereby appoints XYZ as
its
required to disclose the Confidential Information of the
attorney-in-fact for the sole purpose of executing such
other party, the party required to disclose will, as soon as
documents. Vendor shall require its employees and
reasonably practicable, provide the other party with
subcontractors to execute all documents necessary
written notice of the applicable order or subpoena
(including without limitation documents similar to those
creating the obligation to disclose so that such other party
required of Vendor in this paragraph) to enable Vendor to
may seek a protective order or other appropriate remedy.
fulfill its obligations in this paragraph. Notwithstanding
In any event, the party subject to such disclosure
anything herein to the contrary, XYZ acquires
no
obligation will only disclose that Confidential Information
rights in Vendor's intellectual property or other proprietary
which the party is advised by counsel as legally required
works of authorship, preexisting or otherwise, that have
to be disclosed. In addition, such party will exercise
not been created specifically for XYZ hereunder,
reasonable efforts to obtain assurance that confidential
including, without limitation, any derivatives thereof,
treatment will be accorded to such Confidential
which have been or are originated, developed,
Information. Access to and use of any Confidential
purchased, acquired or licensed by Vendor or its
Information shall be restricted to those employees and
affiliates, or by third parties under contract to Vendor or
persons within a party's organization who have a need to
its affiliates; except, however, XYZ is hereby granted
use the information to perform such party's obligations
a perpetual right to use, copy, display and modify any
and enjoy such party's rights under this Agreement and
are subject to a contractual or other obligation to keep
4
XYZ
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such information confidential. A party's consultants and
breach. In the event XYZ terminates this Agreement
subcontractors are included within the meaning of
or an SOW for an uncured breach and it is later
"persons within a party's organization," provided such
adjudicated that no breach occurred, the termination shall
consultants and subcontractors have executed
be deemed to have been made for convenience.
confidentiality agreement with provisions no less stringent
than those contained in this section. Additionally,
(b) Termination by Vendor. If XYZ fails to pay
XYZ
may, in response to a request, disclose
when due an undisputed invoice, and fails to make such
Vendor's Confidential Information to a regulator or other
payment within thirty (30) days after the date it receives
governmental entity with oversight authority over
written notice of non-payment or if XYZ fails to cure
a
XYZ
provided XYZ (i) first informs Vendor of the
material breach of Section 7.3 (Confidentiality
request, and (ii) requests the recipient to keep such
Obligations) within thirty (30) days after receipt of written
information confidential. In the event the receiving party
notice of such breach, then Vendor may terminate this
has reason to believe that the Confidential Information of
Agreement by sending written notice to XYZ, in which
the disclosing party that was disclosed to the receiving
event the Agreement shall terminate as of the date
party has been used or disclosed in violation of this
specified in the notice of termination. Vendor shall not
Agreement, the receiving party shall immediately notify
terminate this Agreement under any other condition, nor
the disclosing party.
shall Vendor suspend or delay the performance of Services
(including the delivery of a Deliverable under any
7.4 Return of Confidential Information. All of a party's
circumstance, except as requested by XYZ.
Confidential Information disclosed to the other party, and
all copies thereof, are and shall remain the property of the
8.3 Effect of Termination. Upon the termination or
disclosing party. All such Confidential Information and
expiration of this Agreement or any SOW, Vendor shall:
any and all copies and reproductions thereof shall, upon
(a) deliver to XYZ all Deliverables in whatever form or
request of the disclosing party or the expiration or
media they may then exist; (b) document the status of the
termination of this Agreement, be promptly returned to
Services that have been terminated and deliver such
the disclosing party or destroyed (and removed from the
documentation to XYZ; (c) deliver to XYZ all fees
party's computer systems and electronic media) at the
paid by XYZ for Services and Deliverables that remain
disclosing party's direction, except that to the extent any
unperformed or undelivered as of the date of termination as
Confidential Information is contained in a party's backup
well as all XYZ property and materials that are in the
media, databases and email systems, then such party
possession of Vendor, its employees, subcontractors and
shall continue to maintain the confidentiality of such
agents; and (d) provide any transition assistance requested
information and shall destroy it as soon as practicable
by
XYZ in accordance with Section 1. 2 (Transition
and, in any event, no later than required by such party's
Assistance), provided, in the event of Vendor's termination
record retention policy. In the event of any destruction
of the Agreement or an SOW pursuant to Section 8.2(b),
hereunder, the party who destroyed such Confidential
Vendor's obligation to provide transition assistance shall be
Information shall, upon written request, provide to the
conditional on XYZ pre-paying Charges for such
other party written certification of compliance therewith
transition assistance on a monthly basis. The termination
within fifteen (15) days after such request.
or expiration of this Agreement or any SOW for any reason
shall
not
affect
XYZ's or Vendor's rights or obligations
SECTION 8
for any Services or Deliverables completed and delivered
TERM AND TERMINATION
to
XYZ through the date of termination, and
XYZ
shall promptly pay all amounts (not otherwise disputed in
8.1 Term. This Agreement shall commence on the
good faith) owed to Vendor for such Services and
Effective Date and continue until the later of (i) the third
Deliverables (including work in progress) provided
(3rd) anniversary of the Effective Date, or (ii) the
through the effective date of termination.
completion of all outstanding SOWs (the "Initial Term").
Thereafter, this Agreement will automatically renew for
8.4 Remedies. Notwithstanding anything in this
one (1) year periods (each, a "Renewal Term" unless
Agreement to the contrary, where a breach of certain
either party gives written notice of its intent not to renew
provisions of this Agreement may cause either party
to the other party at least 120 days prior to the expiration
irreparable injury or may be inadequately compensable in
of the then-existing term. The word "Term" shall mean
monetary damages, either party may obtain equitable
any and all extensions and renewals of this Agreement.
relief in addition to any other remedies which may be
available. The rights and remedies of the parties in this
8.2
Agreement are not exclusive and are in addition to any
(a) Termination by
XYZ
Unless specified
other rights and remedies available at law or in equity.
otherwise in the MSA Override section of an SOW,
XYZ may terminate this Agreement and any SOW(s)
SECTION 9
for convenience without cost or penalty at any time upon
INDEMNITY
one hundred and twenty (120) days advance written
notice to Vendor, XYZ may also terminate an SOW
9.1 Infringement Indemnity.
as expressly permitted in such SOW. XYZ may also
terminate this Agreement or any SOW if (i) Vendor fails to
(a) Vendor agrees to defend, indemnify and hold
cure a material breach of this Agreement or such SOW
harmless XYZ, its affiliates and subsidiaries, and their
within 30 days after receipt of written notice of such
officers, directors and employees (collectively, "XYZ
5
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Indemnitees") from and against all damages, reasonable
expenses, and liabilities, including, without limitation,
9.2 General Indemnity. Each party, as an indemnifying
reasonable attorneys' fees, arising out of any claim by a
party, agrees to defend, indemnify and hold harmless the
third party not a wholly-owned affiliate of XYZ that
the
other party and its affiliates, and their respective
Deliverables or Services or any portion thereof, infringe or
directors, officers and employees from and against any
misappropriate any third party trade secret, patent,
unaffiliated third party claim arising out of the negligence,
copyright, trademark or other proprietary or personal right
intentional misconduct or violation of any Law by the
of any person or entity. XYZ agrees to notify Vendor
indemnifying party, its employees, subcontractors and
promptly in writing of any such claim and to cooperate
agents.
with Vendor, at Vendor's expense, by providing such
assistance as is reasonably necessary for the defense of
SECTION 10
a claim against the XYZ Indemnitees. Vendor's
INSURANCE
obligation to defend, indemnify and hold the XYZ
Indemnitees harmless may be mitigated to the extent
Vendor shall maintain insurance coverage and satisfy the
Vendor has been prejudiced by a failure of XYZ
to
requirements in the Insurance Addendum, attached
provide prompt notice and reasonable cooperation in the
hereto. If Vendor ceases operations or for any other
defense and settlement of such claims. Vendor's
reason terminates such insurance coverage, Vendor shall
settlement of any claim that requires anything more than
obtain coverage for an extended claims reporting period
a monetary payment shall require XYZ's prior written
for no less than two (2) years after the expiration or
approval, which shall not be unreasonably withheld,
termination of this Agreement.
Further, if under this Agreement, Vendor owes or has
paid to XYZ damages in an amount greater than
SECTION 11
seventy percent (70%) of the maximum liability allowed
MISCELLANEOUS
pursuant to Section 11.18, Limitation of Liability, (the
"Liability Cap") and Vendor does not agree to refresh the
11.1 Use of Name; Publicity. Except for its internal
Liability Cap to its original amount (i.e., meaning that
business use, as required by Law or to comply with the
none of such damages incurred prior to the date of
request of a governmental entity, neither party shall use
Centene's request for Vendor to refresh the Liability Cap
the other party's name, trademarks, service marks, logos
shall, after such refresh, be considered to apply against
or other identifiers (collectively, "Trademarks"), or make
the refreshed Liability Cap) within thirty (30) days after a
any reference to the other party or its Trademarks in any
XYZ
written request to Vendor to refresh the Liability
manner including, without limitation, client lists and press
Cap,
then
XYZ may terminate this Agreement (in
releases without the prior written approval of such other
whole or in part) or any related SOW(s) (in whole or in
party.
part) upon not less than thirty (30) days' prior written
notice to Vendor.
11.2 Notices. Unless otherwise provided herein, any
notice, consent, request, or other communication to be
given under this Agreement will be deemed to have been
(b) If the use of any Deliverable or the Services is
given by either party to the other party upon the date of
enjoined or threatened to be enjoined due to an alleged
receipt, if hand delivered, or two (2) business days after
infringement or misappropriation, Vendor shall, at its
deposit in the U.S. mail if mailed to the other party by
discretion and expense, (i) procure the right for XYZ
registered or certified mail, properly addressed, postage
to continue using such Deliverable or Services, (ii) modify
prepaid, return receipt requested, or one (1) business day
or replace the affected items with functionally equivalent
after deposit with a national overnight courier for next
or better items, or (iii) refund the amount paid by XYZ
business day delivery, or upon the date of electronic
in connection with the affected Deliverables or Services.
confirmation of receipt of a facsimile transmission if followed
This Infringement Indemnity section states Vendor's
by the original copy mailed to the applicable party at its
entire obligation, and XYZ's sole remedy, for a third
address above or other address provided in accordance
party's claim of infringement or misappropriation.
herewith, or upon the date of transmission of electronic
notice to an authorized email address with written
(c) Vendor shall have no obligations under this Section
confirmation of receipt. Either party may change its
9.1 or other liability for any infringement or
address for notices effective three (3) business days after
misappropriation to the extent such infringement or
providing written notice to the other party. All notices to a
misappropriation results from: (i) modifications made
party are to be addressed to the party's General Counsel.
other than by Vendor, its affiliates and their respective
subcontractors, (ii) use of the Deliverables in combination
11.3 Assignment. This Agreement and the duties and
with any equipment, software or material expressly
obligations of Vendor hereunder are of a unique and
prohibited in the applicable SOW, (iii) XYZ's use
or
personal nature and may not be delegated or assigned
incorporation of materials not provided by Vendor, (iv) the
(in whole or in part) by Vendor without XYZ's
prior
instructions, designs or specifications provided by
written consent. Any assignment or delegation made by
XYZ;
(v) any software or other materials furnished to
Vendor without XYZ's written consent is void. The
Vendor
by
XYZ, its affiliates and their respective
provisions of this Agreement are binding upon and inure
subcontractors; or (vi) XYZ's continuing the allegedly
to the benefit of the parties hereto and their respective
infringing activity after Vendor has fulfilled its obligations
permitted successors and assigns.
under Section 1(b).
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11.4 Amendments and Modifications. No addition to or
11.11 Waiver and Severability. An individual waiver of a
change in the terms of this Agreement will be effective or
breach of any provision of this Agreement requires the
binding on either of the parties unless reduced to writing
consent of the party whose rights are being waived and
and signed by the duly authorized representative of each
such waiver will not constitute a subsequent waiver of
party. Notwithstanding anything to the contrary anywhere
any other breach. If a court of competent jurisdiction
in this Agreement, no terms or conditions related to the
declares any provision of this Agreement invalid or
Services or Deliverables available via click-through or
unenforceable, such judgment shall not invalidate or
similar mechanism, in shrink-wrap or other Deliverable
render unenforceable the remainder of the Agreement,
packaging, or described on XYZ's, Vendor's or a third
provided the basic purposes of this Agreement are
party's website will be binding upon either party.
achieved through the provisions remaining herein.
11.5 Independent Contractor. Vendor is acting as an
11.12 Governing Law. This Agreement will be governed
independent contractor in performing the Services
by and construed in accordance with the laws of the State
hereunder. Nothing contained herein or done in
of Missouri, without regard to any conflict of law
pursuance of this Agreement shall constitute a joint
principles. Any suit or proceeding relating to this
venture, partnership or agency for the other for any
Agreement shall be brought only in the state or federal
purpose or in any sense and neither party shall have the
courts located in Missouri, and each party hereby submits
right to make any warranty or representation to such
to the personal jurisdiction and venue of such courts.
effect or to otherwise bind the other party.
11,13 Equal Opportunity. Vendor and its subcontractors
11.6 Approval of Subcontractors. Vendor shall obtain
shall abide by the requirements of 41 CFR 60-300.5(a)
XYZ's
written consent, which XYZ may withhold
and 60-741.5(a). These regulations prohibit
in its sole discretion, before entering into agreements with
discrimination against qualified individuals on the basis of
a subcontractor (including an independent contractor) for
protected veteran status or disability, and require
the performance of the Services or portion thereof.
affirmative action by covered prime contractors and
XYZ
may, in its sole discretion and upon thirty (30)
subcontractors to employ and advance in employment
days advance notice to Vendor, withdraw its consent for
qualified protected veterans and individuals with
the use of a permitted subcontractor and, in such event,
disabilities.
Vendor must terminate its use of that subcontractor for
the Services as soon as practicable. Vendor shall ensure
11.14 Conflicts of Interest. Vendor shall ensure that its
that any and all subcontractors are insured in accordance
personnel do not have conflicts of interest with respect to
with the Insurance Addendum and Vendor shall be
XYZ
and the Services. "Conflict of Interest" includes
responsible for all acts or omissions of its subcontractors.
activities or relationships with other persons or entities
that may result in a person or entity being unable or
11.7 Nondiscrimination. This Agreement is subject to
potentially unable to render impartial assistance or advice
the affirmative action and nondiscrimination requirements
to
XYZ, or the person's objectivity in performing the
of Executive Order 11246 as amended, Section 503 of
contract work is or may be impaired, or a person has an
the Rehabilitation Act of 1973, and Section 402 of the
unfair competitive advantage.
Vietnam Era Veterans' Readjustment Assistance Act of
1974, and with all rules, regulations, pertaining thereto,
11.15 Litigation Assistance, Vendor shall use
which are incorporated herein by specific reference.
commercially reasonable efforts to make itself and any
subcontractors, employees or agents assisting in the
11.8 Headings; Captions. Section headings are used
performance of its obligations under this Agreement,
for convenience only and shall in no way affect the
available to XYZ at XYZ's cost and expense to
construction or interpretation of this Agreement.
testify as witnesses, or otherwise, in the event of litigation
or administrative proceedings being commenced against
11.9 Counterparts; Time is of the Essence. This
XYZ,
its directors, officers or employees based upon
Agreement, each SOW and Change Order may be
claimed violation of contract or laws, each as related to
executed in counterparts and by facsimile or emailed
this Agreement.
PDF signature, all of which taken together constitute a
single agreement between the parties. Each signed
11.16 ACA Coverage.
counterpart, including a signed counterpart reproduced
(a) Vendor shall offer Affordable Group Health Plan
by reliable means (such as facsimile and emailed PDF),
Coverage to all workers employed through Vendor who
will be considered as legally effective as an original
provide
services
to
XYZ
("Assigned
signature. The parties acknowledge and agree that time
Workers"). "Affordable Group Health Plan Coverage"
is of the essence in this Agreement.
shall mean health insurance benefits offered at a level
and pursuant to terms and conditions (including but not
11.10 Survival. The following sections shall survive the
limited to Vendor contributions towards the cost of such
expiration or termination of this Agreement: Section 1.2
benefits) to ensure that each Assigned Worker is
(Transition Services), Section 2 (Payment), Section 3,4
ineligible for an applicable premium tax credit or cost-
(Service Credits), Section 6.1 (Services and Performance
sharing reduction, as defined in Section 4980H of the
Warranty) and Sections 7 to 11.
Internal Revenue Code ("Code"). If any Assigned Worker
is re-characterized by the Internal Revenue Service,
Department of Labor, or a court of law as a common law
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employee of XYZ and such Assigned Worker enrolls
shall it include contacts initiated by the employee. If a
in a medical plan that constitutes minimum essential
party breaches this Non-Solicitation provision, the
coverage (as defined in Code Section 5000A) provided
breaching party, as its sole liability and as the exclusive
by Vendor for the period beginning on or after January 1,
remedy to the non-breaching party, shall pay
2015, XYZ hereby agrees to pay an additional fee to
compensation to the non-breaching party in the form of
Vendor with respect to such Assigned Worker ("Health
liquidated damages equal to three (3) months of the
Plan Enrollment Fee"), but only insofar as applicable
solicited employee's starting base compensation with the
regulations under Section 4980H of the Code require the
non-breaching party.
imposition of such a fee in order to treat the medical plan
coverage provided by Vendor as being provided on
11.19 Limitation of Liability. NEITHER PARTY'S TOTAL
behalf of XYZ. The amount of any such Health Plan
LIABILITY RELATING TO THIS AGREEMENT SHALL
Enrollment Fee will be determined by XYZ
and
EXCEED THE GREATER OF (a) TWO TIMES THE
Vendor at the time of any such re-characterization, but
AMOUNT OF FEES PAYABLE UNDER THE SERVICES
will not exceed [$0.05] per hour for all hours of work
AGREEMENTS DURING THE TWELVE (12) MONTHS
performed by any such re-characterized Assigned Worker
IMMEDIATELY PRECEDING THE EVENT THAT GAVE
(including hours of work previously performed by the
RISE TO A PARTY'S CLAIM AND (b) TEN MILLION
Assigned Worker and billed to XYZ) during the period
DOLLARS ($10,000,000), NOR SHALL EITHER PARTY
of time for which (i) the Assigned Worker was or is
BE LIABLE TO THE OTHER FOR ANY SPECIAL,
enrolled in Vendor's medical plan and (ii) the Assigned
CONSEQUENTIAL, INCIDENTAL OR EXEMPLARY
Worker was or is characterized as a common law
DAMAGES SUCH AS LOST PROFITS OR LOST
employee of the Company. If applicable, the Health Plan
SAVINGS. The foregoing exclusions and limitations of
Enrollment Fee will appear separately on each invoice
liability do not apply to damages caused by a party's
provided by Vendor to XYZ,
breach of Section 7 (Intellectual Property and
Confidentiality), Section 9 (Indemnity), gross negligence
(b) Vendor represents and warrants to XYZ that
or willful misconduct. Without limiting either party's (a)
Vendor is solely responsible for any assessable payment
responsibility for direct damages or (b) right to claim other
under Section 4980H of the Code assessed against
direct damages, the following damages shall be
Vendor, even if any Assigned Worker is re-characterized
considered as direct damages and shall not be excluded
by the Internal Revenue Service, Department of Labor, or
from liability under this Agreement: (i) reasonable costs
a court of law as a common law employee of XYZ.
incurred by XYZ to correct the Services/Deliverables,
Vendor further represents and warrants to XYZ that
or acquire substitute services, as a result of any uncured
should an assessable payment under Section 4980H of
breach of this Agreement by Vendor and (ii) amounts
the Code be assessed against XYZ due to Vendor's
charged by Vendor to provide transition assistance
failure to offer any Assigned Worker Affordable Group
pursuant to Section 1.2 (Transition Assistance) for a
Health Plan Coverage as required by this agreement,
period of up to ninety (90) days in the event of an
upon notice from XYZ, Vendor shall fully indemnify
uncured material breach of this Agreement by Vendor.
and promptly reimburse XYZ for such assessable
Further, without limiting a party's right to claim (i) other
payment.
expenses are both reasonable and subject to
indemnification hereunder, and/or (ii) additional amounts
11.17 Entire Agreement. This Agreement, its addenda,
for Identity-Related Services (defined below) are
all SOWs, Change Orders and all exhibits and addenda
reasonable, the parties acknowledge and agree that
thereto are incorporated herein and constitute the entire
expenses of not more than $200 for Identity-Related
agreement of the parties. This Agreement supersedes all
Services per affected individual are reasonable, subject
prior and contemporaneous negotiations, representations,
to indemnity if such expenses are incurred in response to
promises, and agreements concerning the subject matter
an Incident and not precluded by the foregoing limitation
herein whether written or oral.
of liability. "Identity-Related Services" means
notification letters, credit monitoring services, identity
11.18 Non-Solicitation. During the term of this
theft insurance, reimbursement for credit freezes, fraud
Agreement and for one (1) year thereafter, neither party
resolution services, identity and credit restoration
shall, without the prior written consent of the other party,
services, toll free information services for affected
which may be withheld at such other party's sole
individuals, and any similar service which corporate
discretion, solicit for hire any person or contractor
entities which create or maintain Protected Health
employed by the other party then or within the preceding
Information make available to impacted individuals in the
twelve (12) months. For this purpose, solicitation does
event of a Breach or alleged Breach regarding such
not include contact resulting from indirect means such as
information.
public advertisement, placement firm searches or similar
means not directed specifically at the employee to which
the employee responds on his or her own initiative, nor
The Services will be in support of one or more of the following (check all that apply):
Exchange (ACA)
Commercial
Duals
Medicare
TRICARE
Medicaid (please list states below AND attach the appropriate Medicaid/Regulatory Addendum)
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Medicaid States: We will support all current and future
XYZ
Medicaid/Medicare States.
Other Government LOBs (please list all businesses below AND attach appropriate compliance addenda)
Other Government LOBs:
Internal/Corporate/Shared Services (e.g. Facilities, ITG, Corporate Vendors)
Will the Vendor have access to Personal Health Information?
Yes
No
If yes, have the parties executed a Business Associate Agreement?
Yes
No
Will the Vendor have access to Personally Identifiable Information (PII) of employees, providers or other non-members?
Yes
No. If yes, attach the PII Addendum to this Agreement or the applicable SOW.
The parties agree that each of the above addenda that is marked for inclusion in this Agreement and attached hereto is
incorporated herein and binding upon them.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized representatives as of
the Effective Date.
SAMPLE COMPANY NAME Inc.
XYZ
CORPORATION
By:
By:
Print Name:
Harvey Specter
Print Name:
Luis Litt
Title:
Vice President Procurement XYZ
Title: EVP - Finance & Operations
Date: Jun 21, 2019
Date: 06/19/2019
9
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DISPUTE RESOLUTION ADDENDUM
1
DISPUTE RESOLUTION
Any dispute between the parties arising out of or relating to this Agreement, including with respect to the interpretation of any
provision of this Agreement or with respect to performance by a party, will be resolved as provided in this Dispute Resolution
Addendum (Dispute Resolution).
1.1
Informal Dispute Resolution
(a)
The parties initially will attempt to resolve any dispute arising out of or relating to this Agreement informally
in accordance with the following:
(i)
Within ten (10) days after a party receives notice of a dispute from the other party ("Dispute
Date"), it will designate a senior representative (i.e., a person whose rank within the company is
superior to, in the case of Vendor, the Client Partner, and in the case of XYZ, the XYZ
Program Manager) who does not devote substantially all of his time to performance under this
Agreement, who will offer to meet with the designated senior representative of the other party for
the purpose of attempting to resolve the dispute amicably.
(ii)
The appointed representatives will meet promptly to discuss the dispute and attempt to resolve it
without the necessity of any formal proceeding. They will meet as often as the parties deem
necessary in order that each party may be fully advised of the other's position. During the course
of
discussion, all reasonable requests made by one party to the other for non-privileged
information reasonably related to the matters in dispute will be honored promptly.
(iii)
The specific format for the discussions will be left to the discretion of the appointed
representatives.
(b)
Formal dispute resolution may be commenced by a party upon the first to occur of any of the following:
(i)
the appointed representatives conclude in good faith that amicable resolution of the dispute
through continued negotiation does not appear likely;
(ii)
thirty-five (35) days have passed from the Dispute Date (this period will be deemed to run
notwithstanding any claim that the process described in this Section 1.1 (Informal Dispute
Resolution) was not followed or completed); or
(iii)
commencement of formal dispute resolution is deemed appropriate by a party to avoid the
expiration of an applicable limitations period or to preserve a superior position with respect
to
other creditors, or a party makes a good faith determination that a breach of this Agreement by
the other party is such that a temporary restraining order or other injunctive or conservatory relief
is necessary.
1.2
Litigation
For all litigation which may arise with respect this Agreement, the parties irrevocably and unconditionally submit to
the exclusive jurisdiction and venue (and waive any claim of forum non conveniens and any objections as to laying
of venue) of (a) the state court in St. Louis, Missouri with subject matter jurisdiction, or (b) if no such court has
subject matter jurisdiction, to the federal court in St. Louis, Missouri with subject matter jurisdiction in connection
with any action, suit or proceeding arising out of or relating to this Agreement. The parties further consent to the
jurisdiction of any court located within a district that encompasses assets of a party against which a judgment has
been rendered for the enforcement of such judgment or award against the assets of such party.
1.3
Continued Performance
Each party agrees (a) to continue performing its obligations under this Agreement while a dispute is being resolved
except (and then only) to the extent performance is prevented by the other party or the issue in dispute precludes
performance, and (b) not to take any action that intentionally obstructs, delays, or reduces in any way the
performance of such obligations. For the avoidance of doubt, a good faith dispute regarding invoiced Charges and
XYZ's withholding payment of disputed charges as permitted under this Agreement will not be considered to
prevent Vendor from performing the Services or preclude performance by Vendor, nor will this Section 1.3 be
interpreted to limit either party's right to terminate this Agreement as provided in Section 8 (Term and Termination).
10
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INSURANCE ADDENDUM
1.0
Prior to the commencement of work, Vendor shall deposit with XYZ's designated representative evidence
of
insurance protection in the form of certificates (ACORD). All insurance policies maintained to provide the coverages
required herein shall be issued by insurance companies authorized to do business in the state in which work is
performed, and by companies rated, at a minimum, "A X" by A.M. Best. Coverages afforded under such policies
are primary as respects XYZ, and any other insurance maintained by XYZ are excess and non-contributing
with the insurance required hereunder. The amounts will not be less than those specified below:
2.0
Vendor agrees to waive any rights of subrogation that Vendor may have against XYZ under applicable
insurance policies related to the work performed by Vendor. Indemnification by Vendor shall not be limited or
reduced by any insurance coverage limitations. XYZ Corporation and its affiliates and subsidiaries shall be
named as an additional insured on all policies (excluding Workers Compensation) and evidenced on the certificate
of insurance. All certificates of insurance shall provide that the insurer give thirty (30) days' written notice to
XYZ prior to the effective date of expiration, any material change or cancellation. Said notice shall be submitted
to a XYZ Strategic Sourcing representative.
3.0
Notwithstanding any insurance coverages of Vendor, nothing in this Insurance Addendum shall be deemed to limit
or nullify Vendor's indemnification obligations under the Agreement. Vendor agrees that it shall work solely at
Vendor's risk.
4.0
Vendor shall make certain that any and all Subcontractors hired by Vendor are insured in accordance with this
Agreement. If any Subcontractor's coverage does not comply with the provisions herein, Vendor shall indemnify
and hold XYZ harmless of and from any and all damage, loss, cost or expense, including attorneys' fees,
incurred by XYZ as a result thereof.
11
XYZ MSA - Infinite - v2.0


-------Table Start--------
72fd0968-258d-4172-b3f1-aadab9328a35
[['Insurance Coverage', 'Limits of Liability'], ['a. Workers Compensation', 'Statutory'], ['b. Employers Liability', '$1,000,000'], ['C. General Liability -coverage', '$1,000,000 per occurrence BI &PD/to be at least as broad as the current $2,000,000 aggregate ISO approved form'], ['d. Professional Liability', "$1,000,000 per claim/ $3,000,000 aggregate This coverage shall be maintained for a minimum of two (2) years following termination or completion of Vendor's work pursuant to the Agreement."], ['e. Automobile Liability - owned, hired and non-owned.', '$1,000,000 Combined Single Limit'], ['f. Privacy Liability and Network Security Insurance', "$3,000,000 per occurrence/$10,000,000 aggregate. This coverage shall be maintained for a minimum of five (5) years following termination of Vendor's work pursuant to the Agreement."]]
 Prior to the commencement of work, Vendor shall deposit with XYZ's designated representative evidence of insurance protection in the form of certificates (ACORD). All insurance policies maintained to provide the coverages required herein shall be issued by insurance companies authorized to do business in the state in which work is performed, and by companies rated, at a minimum, "A X" by A.M. Best. Coverages afforded under such policies are primary as respects XYZ, and any other insurance maintained by XYZ are excess and non-contributing with the insurance required hereunder. The amounts will not be less than those specified below:
-------Table End--------

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EXHIBIT A
STATEMENT OF WORK NO.
TO MASTER SERVICES AGREEMENT
THIS STATEMENT OF WORK ("SOW") is made
20 by and between
("Vendor") and
XYZ
Corporation. (" XYZ "). The parties entered into that certain Master Services Agreement dated
(the
"Agreement"). This SOW is incorporated into and governed by the Agreement.
I.
SUMMARY OF SCOPE OF WORK
Vendor shall provide:
II.
VENDOR'S RESPONSIBILITIES
III.
XYZ's
RESPONSIBILITIES
IV.
VENDOR'S DELIVERABLES
[NEED CLEAR DESCRIPTION OF VENDOR'S DELIVERABLES AND, IF APPROPRIATE, THEIR DUE DATES.
MUST BE CLEAR ENOUGH TO LATER DETERMINE IF VENDOR LIVED UP TO CONTRACTUAL OBLIGATION.]
V.
MILESTONES AND ACCEPTANCE CRITERIA [SPECIFY MILESTONES FOR DELIVERABLES AND ANTIPATED
DATES; PLEASE INDICATE STATUS REPORT CADENCE AND METHOD]
VI.
OUT OF SCOPE [SPECIFY ANYTHING SPECIFICALLY OUT OF SCOPE FOR THIS PROJECT]
VII.
SOW TERM
The Initial Term of this Statement of Work shall be from
until
.
Upon the
expiration of the Initial Term, XYZ shall have the right to renew this Statement of Work at the fees listed, for
consecutive Renewal Terms of twelve (12) months each, not to exceed a maximum of
(
) Renewal
Terms, by giving Vendor written notice of renewal at least thirty, (30) days prior to the expiration of the then-current
term.
OR:
Start Date:
End Date:
VIII. COMPENSATION (Delete the section that doesn't apply)
Fixed Fee: The fixed fee to
XYZ
for the Services in this SOW is: $
XYZ
shall pay Vendor in accordance with the following fixed fee payment schedule.
or
Time and Materials Fees.
XYZ
shall pay Vendor for the Services in this SOW on an hourly basis at the
hourly rates listed below:
Travel Expenses
12
XYZ
MSA - Infinite - v2.0


-------Table Start--------
c3592605-9bb9-40d2-a6de-9178302786c2
[['Project Task/Milestone', 'Payment Amount'], [None, None], [None, None], ['Grand Total', None]]
 XYZ shall pay Vendor in accordance with the following fixed fee payment schedule.
-------Table End--------
-------Table Start--------
60397385-c9b2-4d0f-bb85-1b5010296dbc
[['Position or Skill-set', 'Estimated Number of Hours', 'Hourly Fee', 'Total'], [None, None, None, None], [None, None, None, None], [None, None, None, None], ['Grand Total', None, None, None]]
 XYZ shall pay Vendor in accordance with the following fixed fee payment schedule. Time and Materials Fees. XYZ shall pay Vendor for the Services in this SOW on an hourly basis at the hourly rates listed below:
-------Table End--------
-------Table Start--------
32b45177-29e5-4868-b88d-8de36c39664d
[['Pass-Through Expense', 'Estimated Amount'], ['Travel and lodging', '[To be calculated at 12% of the project fees; if no travel, input "$0"]']]
 XYZ shall pay Vendor in accordance with the following fixed fee payment schedule. Time and Materials Fees. XYZ shall pay Vendor for the Services in this SOW on an hourly basis at the hourly rates listed below: Travel Expenses
-------Table End--------

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IX. ASSUMPTIONS [PLEASE INDICATE ANY ASSUMPTIONS]
The parties' duly authorized representatives have executed this SOW as of the date first written above.
XYZ
CORPORATION
By:
By:
Print Name:
Print Name:
Title:
Title:
XYZ
PO #:
13
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PROJECT DELAY ADDENDUM
1. Each party shall designate in writing one individual to serve as its project manager for the services described in
this SOW (hereafter referred to as the "Project"). XYZ hereby designates
(Email:
XXXXXX@XXXX.com) as the XYZ Project Manager and Vendor hereby designates
(Email:
XXXX@XXXXX.com) as the Vendor Project Manager. Upon notice (which may be by email) to the other party's Project
Manager, a party may, in its sole discretion, change its Project Manager unless such change is expressly prohibited by
another provision of the Agreement.
2. Definitions. Capitalized terms used in this Project Delay Addendum shall have the meanings ascribed to them
in the Agreement unless defined otherwise herein.
(a) "Due Date" means the date by which a specific obligation or condition for which Vendor is responsible
pursuant to the Agreement must be satisfied.
(b)
"
XYZ
Issue" means the failure of XYZ to perform, any delay by XYZ in performing, or any
inadequacy in XYZ's
performance of, any
XYZ
obligation.
(c) "Project Delay" means the amount of time Vendor's performance is likely to be delayed as a result of a
Project Problem.
(d) "Project Problem" means any problem or circumstance (including without limitation any XYZ Issue)
encountered or reasonably anticipated by Vendor since the last Project Report, if any, that may cause Vendor to miss a Due
Date. For the avoidance of doubt, Project Problems do not include problems or circumstances with the Project that Vendor
has not encountered or does not reasonably anticipate.
(e) "Project Report" (capitalized or not) means a written notice (which may be delivered via email) from
Vendor
to
the
XYZ
Project Manager that describes (i) a Project Problem, (ii) the estimated length of any Project Delay,
(iii) to the extent reasonably ascertainable at the time of the Project Report's issuance, the cause of any Project Problem
and the specific steps taken or proposed to be taken by Vendor to remedy such Project Problem and, (iv) if any such Project
Problem is caused by a XYZ Issue, any suggested actions to be taken by the parties in order to reduce the impact of the
Project Problem.
3.
In addition to any other project reports required by this SOW, within three (3) business days after
becoming aware of a Project Problem, Vendor shall provide the XYZ Project Manager with a Project Report regarding
such Project Problem.
4.
In the event Vendor fails to describe a Project Problem of which Vendor was aware (an "Unidentified Project
Problem") in a Progress Report and in such manner and at such time as required above, it shall be presumed for purposes
of this SOW that no Project Problem has arisen and Vendor shall not be entitled to rely upon such Unidentified Project
Problem as a purported justification for failing to meet its obligations hereunder.
5. Submission by Vendor of Progress Reports pursuant to the above shall not alter or waive either party's rights
or obligations pursuant to any provision of the Agreement.
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EXHIBIT B
VENDOR TRAVEL REIMBURSEMENT POLICY
PURPOSE
To provide guidance and limits on travel and business related expenses incurred while carrying out necessary authorized
business for XYZ Corporation
POLICY
Reimbursable Expenses (require pre-approval by
XYZ
and shall not exceed 12% of the specific engagement)
Vendors will be reimbursed for the following expenses under the following guidelines:
Airfare (no first class, business class allowed upon pre-approval and requires two week advance booking)
Lodging
Food and beverages (capped per GSA per diem rate)
Ground transportation (taxi, bus, rental car or Uber)
Self-Parking
Tolls
Non-Reimbursable Expenses
Vendors will NOT be reimbursed for the following expenses:
Airline club membership dues
Annual fees for corporate and personal credit cards
Barbers/hairdressers
Car rental upgrades
Car washes
Cell phone accessories (cases, chargers & cords)
Clothing
Corporate card delinquency fees/finance charges
Excess baggage charges
Extra leg room and sear upgrades on aircraft
Health club facilities, saunas and massages
Laundry services
Loss/theft of personal funds or property
Lost baggage
Luggage and briefcases
Magazines, books, newspapers, subscriptions or reading material
Movies (including in-flight and hotel in-house movies)
Optional travel or baggage insurance
Personal accident insurance
Personal entertainment, including sports events
Snacks or other meals outside of breakfast, lunch or dinner
Souvenirs/personal gifts
Spouse/companion travel expenses
Toiletries such as toothpaste, toothbrush, etc.
Traffic fines
Valet-parking
Airline Reservations
Flights are to be booked in coach/economy/discount class
Flights are to be booked 14 days in advance of travel date to obtain the lowest available rate, when applicable.
When a trip is cancelled after the ticket has been issued, the traveler should inquire about using the same
ticket for future travel.
Airline club/membership fees, excess baggage fees, seat upgrades and or movies are not reimbursable.
Personal items lost while traveling on company business are not reimbursable. Airlines are responsible for
retrieving and compensating for lost baggage.
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Lodging
If a company-negotiated or special hotel rate is not available, travelers must use hotel chains in a similar price
category.
Cancellations should be made as early as possible to avoid a no-show charge, typically before 6pm on the day
prior to arrival.
Meals
Reimbursement will be based on the GSA per diem rate.
Reimbursed meals will be breakfast, lunch and dinner.
Meal costs for social occasions, such as employee birthdays, etc. are not classified as business meals or
entertainment expenses and will not be reimbursed.
Transportation
The most economical mode of transportation should be used to and from airports, bus and rail terminals.
Travelers should consider hotel/airport courtesy shuttle services, and/or taxi.
Parking
Parking fees incurred while on business related travel will be reimbursed if substantiated with receipts.
Valet-parking fees will not be reimbursed.
Intermediate or long-term parking lots should be used at airports.
Rental Car
Travelers should rent a car to their destination when driving is more cost-effective the airline, rail, taxi,
limousine or shuttle service.
Rental car reservations should be made as much in advance of the trip as possible.
Travelers are to rent midsize or smaller vehicles unless there are 3 or more travelers in the group.
Rental cars should be inspected for damage and any damage found should be noted on the contract prior to
acceptance.
Rental cars are to be returned on-time and fully refueled to avoid extra charges.
Gasoline charges on a rental car will be reimbursed with submission of a paid gas receipt and rental car
receipt.
Gasoline is to be filled up prior to return, prepaid gas with rental Car Company will not be reimbursed.
Tips and Gratuities
Tipping a porter, bell staff, driver, housekeeping or waiter should be based on the quality of service rendered.
Lavish or unreasonable gratuities will not be reimbursed. The company will reimburse gratuities based on the
following guidelines:
Bell Staff/Porters - Three dollar maximum.
Door Staff - Two dollar maximum for getting a taxi.
Hotel Shuttle - Two dollar maximum per person.
Housekeeping - Three dollars per night maximum (tip should be left nightly in an envelope designated for
"Housekeeping").
Room Service - 15-20% of the total bill (only if the hotel did not include a room service charge on the bill).
Bartender/Waiter/Waitress - 15% of the total bill, up to a maximum of 20% for exceptional service.
Documentation Requirements
Employees must provide the following documentation in order to be reimbursed for expenditures:
All expenses of $50.00 or greater must include an image of the receipt that is legible, matches the expense
amount and provides details to support the expense. In the event of a lost receipt, a duplicate should be
obtained from the vendor. If not available, details of the expense and reason for missing receipt are required.
Names of attendees present and their titles in the company.
Name and location of where the meal or event took place.
Amount and date of the expense.
Hotel expenses are to be itemized.
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