MASTER SERVICES AGREEMENT
Vendor: Corvane Managed Services Ltd.
1. TERM AND RENEWAL. This Agreement begins on the Effective Date and continues for an initial term of thirty-six (36) months. Thereafter, this Agreement will automatically renew for successive twelve (12) month periods unless either party provides written notice of non-renewal at least ninety (90) days prior to the end of the then-current term (flagged high: auto-renewal; high: long cancellation notice).
2. FEES. Vendor may increase the fees at each renewal by providing notice to Customer (flagged high: price escalation). All fees paid are non-refundable (flagged medium: no refunds).
3. COMMITMENT. The number of committed seats may increase but Customer may not reduce the committed seats during the Term (flagged medium: up-only commitment).
4. CHANGES. Vendor reserves the right to modify these terms or its price list at its sole discretion upon posting updated terms (flagged high: unilateral changes).
5. CUSTOMER DATA. Vendor shall own all data generated through the Services, and Customer grants Vendor a perpetual license to use Customer data for any purpose (flagged high: data ownership).
6. LIABILITY AND INDEMNITY. In no event shall Vendor's aggregate liability exceed the fees paid by Customer in the one (1) month preceding the claim (flagged medium: low liability cap). Customer shall indemnify and hold harmless Vendor from any and all claims arising out of the Services (flagged high: unlimited customer liability).
7. EXCLUSIVITY. Customer shall exclusively purchase all managed services of this kind from Vendor during the Term (flagged medium: exclusivity).
8. SERVICE LEVELS. Service credits shall be Customer's sole and exclusive remedy for any service failures (flagged low: credits as sole remedy).
9. TERMINATION. If Customer terminates for convenience, Customer shall pay an early termination fee equal to the remainder of the fees due for the Term (flagged medium: early termination fee).
10. GOVERNING LAW. This Agreement is governed by the laws of the State of Delaware, and any dispute shall be resolved by binding arbitration (flagged low: binding arbitration).
Not in this agreement
Price increase cap
Data return and deletion on exit
Security breach notification
Audit rights
Sample agreement. The parties are fictional.