Galaxy Holdings
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Name: Michael Yuan
Title: General Manager
Date:
Name:
Title:
Date:
This Master Services Agreement (the “Agreement”) is entered into as of (the “Effective Date”) by and between Galaxy Holdings, a TX LLC with its principal place of business at (the “Provider”), and , a with its principal place of business at (the “Client”). The Provider and the Client are referred to individually as a “Party” and collectively as the “Parties.”
This Agreement establishes the general terms that govern all services the Provider performs for the Client. The specific scope, deliverables, schedule, and fees for each engagement will be described in a separate statement of work executed by both Parties (each, a “Statement of Work” or “SOW”). Each SOW is incorporated into and governed by this Agreement. In the event of a conflict between this Agreement and an SOW, this Agreement controls except where the SOW expressly states that it overrides a specific provision.
The Provider will perform the services described in each SOW (the “Services”) in a professional and workmanlike manner, consistent with generally accepted industry standards, and in compliance with applicable laws. The Provider will assign personnel with the skills and experience reasonably required to perform the Services.
The Client will pay the fees stated in each SOW. Unless an SOW specifies otherwise, payment terms are: . The Provider will invoice the Client as set out in the applicable SOW, and the Client will pay all undisputed amounts within the stated period. Amounts not paid when due accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law. The Client will reimburse pre-approved, reasonable, and documented out-of-pocket expenses. All fees are exclusive of taxes, which are the Client's responsibility other than taxes on the Provider's net income.
If the Client disputes an invoice in good faith, the Client will pay the undisputed portion when due and notify the Provider in writing of the disputed amount within ten (10) business days of receipt. The Parties will work in good faith to resolve the dispute promptly.
Subject to full payment, deliverables created by the Provider specifically for the Client under an SOW (the “Deliverables”) are the property of the Client upon delivery, and the Provider assigns to the Client all right, title, and interest in such Deliverables. The Provider retains ownership of its pre-existing materials, tools, methodologies, and general know-how (“Provider Background IP”). To the extent Provider Background IP is embedded in a Deliverable, the Provider grants the Client a non-exclusive, perpetual, worldwide, royalty-free license to use it as part of that Deliverable.
Each Party (as “Recipient”) will protect the non-public information of the other Party (as “Discloser”) using at least the same degree of care it uses for its own confidential information, and no less than reasonable care. The Recipient will use Confidential Information only to perform under this Agreement and will not disclose it except to representatives who need it and are bound by similar obligations. These obligations continue for after disclosure, except trade secrets remain protected for as long as they qualify as trade secrets under applicable law.
The Provider warrants that the Services will be performed in a professional and workmanlike manner and that, for after delivery, the Deliverables will conform in all material respects to the specifications in the applicable SOW. The Client's exclusive remedy for breach of this warranty is re-performance or correction of the non-conforming Services or Deliverables. EXCEPT AS EXPRESSLY STATED, THE SERVICES AND DELIVERABLES ARE PROVIDED "AS IS," AND THE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
EXCEPT FOR A PARTY'S INDEMNIFICATION OBLIGATIONS, BREACH OF CONFIDENTIALITY, OR A PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS OR LOST DATA. EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED .
The Provider will defend and indemnify the Client against third-party claims that a Deliverable, as delivered, infringes that third party's intellectual property rights. The Client will defend and indemnify the Provider against third-party claims arising from the Client's materials, the Client's instructions, or the Client's use of the Deliverables in violation of this Agreement or applicable law. The indemnified Party will provide prompt notice, reasonable cooperation, and control of the defense to the indemnifying Party.
This Agreement begins on the Effective Date and continues until terminated. Either Party may terminate this Agreement for convenience on thirty (30) days' written notice, provided no SOW is then in effect, or terminate immediately if the other Party materially breaches and fails to cure within thirty (30) days of written notice. Termination of this Agreement terminates all then-active SOWs unless the Parties agree otherwise in writing. Upon termination, the Client will pay for all Services performed and expenses incurred through the effective date of termination.
The Provider is an independent contractor. Nothing in this Agreement creates an employment, partnership, joint venture, or agency relationship. Each Party is responsible for its own personnel, taxes, and benefits.
This Agreement is governed by the laws of the State of TX, without regard to its conflict-of-laws rules. This Agreement, together with all SOWs, is the entire agreement between the Parties on its subject matter and supersedes all prior discussions. Any amendment must be in writing and signed by both Parties. Neither Party may assign this Agreement without the other's consent, except to a successor in connection with a merger or sale of substantially all assets. This Agreement may be executed in counterparts and by electronic signature.
Name: Michael Yuan
Title: General Manager
Date:
Name:
Title:
Date: