The below are some sample clauses taken from our master services agreement template.
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4. Intellectual Property
4.1 Unless expressly set out in the Agreement or any Project Schedule, neither Party shall have any claim or interest in the other Party’s Intellectual Property Rights.
4.2 As between the Supplier and the Client, the Client shall, subject to any Supplier Rights, be the sole owner of all Intellectual Property Rights in the Deliverables from the date of creation of the Deliverables. The Supplier shall use its best endeavours to ensure that Deliverables do not incorporate any Supplier Rights and it shall notify the Client in writing of any Supplier Rights in the Deliverables at the earliest reasonable opportunity.
4.3 Subject to the provisions of clause 4.2, the Supplier hereby assigns to the Client absolutely with full title guarantee all its right, title and interest in and to the Deliverables (“Assigned Rights”), including:
(a) the absolute entitlement to any registrations granted pursuant to any of the applications comprised in the Patents, Registered Designs and Trade Marks; and
(b) the right to bring, make, oppose, defend, appeal proceedings, claims or actions and obtain relief (and to retain any damages recovered) in respect of any infringement, or any other cause of action arising from ownership, of any of the Assigned Rights whether occurring before, on, or after the date of this assignment.
4.4 To the extent that a Deliverable incorporates Supplier Rights, the Supplier hereby grants to the Client the non-exclusive, royalty-free and perpetual right to use the relevant Supplier Rights in the Deliverables in any medium and for any commercial purpose without any additional payment to be made to the Supplier unless otherwise stated in the Project Schedule.
4.5 The Supplier hereby indemnifies and holds harmless the Client against all actions, claims, losses, costs, damages and expenses (including without limitation, all reasonable and actually incurred legal fees, costs or expenses and any compensation, costs or disbursements paid by the Client to compromise or settle any action or claim) suffered or incurred by the Client and arising by reason of or in connection with a claim by a third party that the use of the Deliverables by the Client or by the Client’s customers is a breach of that third party’s Intellectual Property Rights.
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6. Fees, Expenses and Payment
6.1 The Supplier shall submit an invoice (quoting the purchase order number as provided by the Client, if applicable) to the Client upon acceptance of the Deliverables in accordance with the provisions of clause 5 or completion of a Service in accordance with the provisions of the relevant Project Schedule (including the meeting of any specified Milestone, where applicable).
6.2 The payment terms in respect of invoices submitted in accordance with this clause 6 shall be net [number e.g. 30] days from the date of the relevant invoice and the amounts payable shall be exclusive of VAT but inclusive of all other taxes, imposts and fees. If VAT is payable it shall be separately identified on the invoice and shall be payable by the relevant Party subject to receipt of a valid VAT invoice from the other Party.
6.3 The Client shall, within [number e.g. 5] Business Days of receipt, inform the Supplier in writing if the Client, acting reasonably, has a query in respect of an invoice and wishes to withhold payment of it, or a part of it. In the absence of such notice the invoice shall be deemed to have been accepted.
6.4 Any query submitted pursuant to clause 6.3 shall be discussed between the Parties’ representatives for a period of [number e.g. 5] Business Days after the invoice due date. If the query is resolved within such period, the amount in question shall be paid immediately and if it is not resolved in such period, it shall be dealt with in accordance with the provisions of clause 13.9.
6.5 Unless expressly set out in the Quote, Fees are exclusive of expenses, which shall be agreed by the Parties prior to the Supplier incurring them.
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11. Force Majeure
11.1 Neither Party shall be liable for any delay in performing its obligations under this Agreement to the extent that such is directly caused by an Event of Force Majeure provided that:
(a) any delay by a sub-contractor or supplier of the Party who is delayed will not relieve that Party from liability for delay except where the delay is beyond the reasonable control of the sub-contractor or supplier concerned; and
(b) strikes or industrial action on behalf of the delayed Party’s employees or its appointed sub-contractors will not relieve that Party from liability for delay.
11.2 Subject to the delayed Party:
(a) immediately telling the other Party in writing of the reasons for the delay and the likely duration of the delay; and
(b) using reasonable endeavours to perform its obligations under this Agreement,
the performance of the delayed Party’s obligations will be suspended during the period that such circumstances described in clause 11.1 persist and that Party will be granted an extension of time for performance equal to the period of the delay.
11.3 Save where the delay is caused by the act or failure to act of the other Party (in which event the rights, remedies and liabilities of the Parties will be those conferred by the other terms of this Agreement and by law):
(a) any costs arising from that delay will be borne by the Party incurring the same; and
(b) either Party may, if that delay continues for more than five weeks, terminate this Agreement immediately on giving written notice to the other.
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This ‘sample master services agreement’ page shows a sample taken from our template. The full master services agreement template on which this sample is based is available for instant download.
