This Master Services Agreement ("Agreement") is entered into as of the Effective Date above by and between Narrative Consulting LLC ("Consultant") and the Client identified above ("Client"). This Agreement establishes the general terms and conditions under which Consultant will provide identity governance consulting services to Client as described in individual Statements of Work ("SOWs") executed under this Agreement.
1.1Consultant will provide identity governance consulting services as described in individual Statements of Work executed under this Agreement. Each SOW will specify the scope, deliverables, timeline, and fees for the engagement.
1.2In the event of a conflict between this Agreement and any SOW, the terms of this Agreement shall prevail unless the SOW explicitly states otherwise.
2.1Consultant is an independent contractor and not an employee, agent, partner, or joint venturer of Client. Consultant retains full control over the manner and means of performing the services, subject to the specifications in each SOW.
2.2Consultant is solely responsible for all taxes, insurance, and benefits related to Consultant's business. Client will not withhold taxes or provide benefits of any kind to Consultant.
2.3Consultant will not use subcontractors to perform services under this Agreement without prior written approval from Client. Any approved subcontractor shall be bound by the same obligations as Consultant under this Agreement.
3.1Fees for each engagement shall be as specified in the applicable SOW. Unless otherwise stated in a SOW, the standard payment schedule is 50% upon SOW execution and 50% upon delivery of final deliverables.
3.2All invoices are due net-15 from the invoice date. Payment may be made via ACH transfer or credit card.
3.3Late payments shall accrue interest at a rate of 1.5% per month (or the maximum rate permitted by law, whichever is less) from the due date until paid in full.
3.4Client shall reimburse Consultant for pre-approved, reasonable out-of-pocket expenses incurred in connection with the services, supported by receipts.
4.1Client ownership. Upon full payment, Client shall own all deliverables produced under each SOW, including reports, documentation, configurations, and materials specifically created for Client ("Work Product").
4.2Consultant retained rights. Consultant retains all rights to pre-existing intellectual property, methodologies, templates, frameworks, tools, and general knowledge that are not specific to Client's data or configurations ("Consultant IP"). Consultant may reuse Consultant IP across engagements.
4.3For clarity: Client-specific data, system configurations, and proprietary business information are Work Product. Generic process templates, assessment frameworks, and delivery methodologies are Consultant IP.
5.1Each party ("Receiving Party") agrees to hold in confidence all non-public information disclosed by the other party ("Disclosing Party") that is designated as confidential or that reasonably should be understood to be confidential ("Confidential Information").
5.2The Receiving Party shall protect Confidential Information with at least the same degree of care it uses for its own confidential information, but no less than reasonable care.
5.3Confidential Information does not include information that: (a) is or becomes publicly available without breach; (b) was already known to the Receiving Party; (c) is independently developed without use of Confidential Information; or (d) is disclosed pursuant to legal requirement with prompt notice to the Disclosing Party.
5.4This confidentiality obligation survives for three (3) years after termination of this Agreement.
6.1Consultant shall not retain Client data, credentials, or access artifacts beyond the duration of the applicable engagement. All Client data shall be purged within 14 days of engagement completion, with written confirmation provided to Client.
6.2All credentials provisioned to Consultant shall be returned or revoked at project close. Consultant will confirm in writing that all access has been terminated.
6.3Consultant shall use encryption for all data in transit (TLS 1.2+) and at rest (full-disk encryption on all devices used for Client work).
7.1TO THE MAXIMUM EXTENT PERMITTED BY LAW, CONSULTANT'S TOTAL AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY CLIENT FOR THE SPECIFIC ENGAGEMENT (SOW) GIVING RISE TO THE CLAIM.
7.2NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, REGARDLESS OF THE CAUSE OF ACTION OR THEORY OF LIABILITY.
7.3The limitations in this section do not apply to: (a) breaches of confidentiality obligations; (b) indemnification obligations; or (c) willful misconduct or gross negligence.
8.1Each party ("Indemnifying Party") shall indemnify, defend, and hold harmless the other party and its officers, directors, employees, and agents from and against any third-party claims, damages, losses, and expenses (including reasonable attorneys' fees) arising from the Indemnifying Party's negligence or willful misconduct in connection with this Agreement.
8.2The indemnified party shall provide prompt written notice of any claim, cooperate in the defense, and allow the indemnifying party to control the defense and settlement (provided no settlement imposes obligations on the indemnified party without consent).
9.1Consultant maintains professional liability (Errors & Omissions) insurance with coverage appropriate for the services provided under this Agreement. Certificate of insurance is available upon request.
10.1This Agreement is effective as of the Effective Date and remains in effect until all SOWs executed under it are completed or terminated, unless earlier terminated as provided herein.
10.2Either party may terminate this Agreement with thirty (30) days' written notice to the other party.
10.3Upon termination, Client shall pay for all work completed through the termination date, calculated on a pro-rata basis if applicable. Consultant shall deliver all completed and in-progress Work Product to Client.
10.4Sections 4, 5, 6, 7, 8, and 11 shall survive termination of this Agreement.
11.1During the term of this Agreement and for twelve (12) months following its termination, neither party shall directly solicit for employment or engagement any employee or contractor of the other party who was involved in the performance of services under this Agreement.
11.2This restriction does not apply to general public solicitations (e.g., job postings) that are not specifically targeted at the other party's personnel.
12.1This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflict of law provisions.
12.2Any disputes arising under this Agreement shall first be subject to good-faith negotiation between the parties. If unresolved within thirty (30) days, disputes shall be resolved by binding arbitration in accordance with the rules of the American Arbitration Association.
13.1Entire Agreement. This Agreement, together with all SOWs executed hereunder, constitutes the entire agreement between the parties and supersedes all prior or contemporaneous agreements, representations, and understandings.
13.2Amendments. This Agreement may only be amended by a written instrument signed by both parties.
13.3Waiver. The failure of either party to enforce any provision of this Agreement shall not constitute a waiver of that party's right to enforce that or any other provision.
13.4Severability. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.
13.5Notices. All notices under this Agreement shall be in writing and sent to the addresses specified above (or updated addresses provided in writing).
13.6Assignment. Neither party may assign this Agreement without the prior written consent of the other party, except in connection with a merger, acquisition, or sale of all or substantially all of the assigning party's assets.
By signing below, the parties agree to be bound by the terms and conditions of this Master Services Agreement.