Master Services Agreement (MSA)
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TEMPLATE — NOT LEGAL ADVICE. This document is a sample template provided for informational purposes only. It is not legal advice, not an offer, and not an executed agreement. It may not fit your jurisdiction, your regulatory obligations, or the specifics of your engagement. Have it reviewed and adapted by qualified legal counsel before use. Enhanced Language & Cultural Services, LLC (d/b/a Lingfaro) makes no warranty, express or implied, regarding this template and disclaims all liability for its use.

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MASTER SERVICES AGREEMENT (TEMPLATE)

This Master Services Agreement ("Agreement") is entered into by [CLIENT LEGAL
NAME] ("Client") and Enhanced Language & Cultural Services, LLC, d/b/a Lingfaro
("Lingfaro"), effective [EFFECTIVE DATE].

1. SERVICES
   Lingfaro provides interpreter dispatch and related services as described in
   one or more ordering documents or statements of work ("Orders") that
   reference this Agreement. Each Order is governed by this Agreement.

2. ORDERS
   Conflicting terms are resolved in this order of precedence: (a) the
   applicable Order; (b) this Agreement; (c) any policy referenced herein.

3. FEES AND PAYMENT
   3.1 Client pays the fees stated in each Order.
   3.2 Unless an Order states otherwise, invoices are due net thirty (30) days
       from the invoice date.
   3.3 Undisputed amounts not paid when due may accrue interest at the lesser of
       1.5% per month or the maximum rate permitted by law.

4. TERM AND TERMINATION
   4.1 This Agreement begins on the Effective Date and continues until
       terminated.
   4.2 Either party may terminate for material breach not cured within thirty
       (30) days of written notice.
   4.3 Termination of this Agreement terminates all Orders unless stated
       otherwise.

5. CONFIDENTIALITY
   Each party protects the other's Confidential Information with at least
   reasonable care and uses it only to perform under this Agreement.

6. INTELLECTUAL PROPERTY
   Each party retains its pre-existing intellectual property. Session records
   and exports generated for Client are provided for Client's use; the platform,
   software, and underlying technology remain Lingfaro's property.

7. WARRANTIES
   Lingfaro warrants that it will perform the services in a professional and
   workmanlike manner. EXCEPT AS EXPRESSLY STATED, THE SERVICES ARE PROVIDED
   "AS IS" AND ALL OTHER WARRANTIES ARE DISCLAIMED TO THE EXTENT PERMITTED BY
   LAW.

8. INDEMNIFICATION
   Each party will defend and indemnify the other against third-party claims
   arising from its breach of this Agreement or its negligence or willful
   misconduct, subject to prompt notice and reasonable cooperation.

9. LIMITATION OF LIABILITY
   EXCEPT FOR CONFIDENTIALITY BREACHES, INDEMNIFICATION OBLIGATIONS, OR A
   PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, NEITHER PARTY IS LIABLE FOR
   INDIRECT OR CONSEQUENTIAL DAMAGES, AND EACH PARTY'S AGGREGATE LIABILITY IS
   LIMITED TO THE FEES PAID OR PAYABLE IN THE [NUMBER]-MONTH PERIOD BEFORE THE
   CLAIM.

10. INSURANCE
    Lingfaro maintains commercially reasonable insurance, including commercial
    general liability and cyber liability, and provides certificates on request.

11. GOVERNING LAW AND VENUE
    This Agreement is governed by the laws of the State of Minnesota, and the
    parties consent to the exclusive jurisdiction of the state and federal
    courts located in Minnesota.

CLIENT                                  LINGFARO
By: ____________________________        By: ____________________________
Name: __________________________        Name: __________________________
Title: _________________________        Title: _________________________
Date: __________________________        Date: __________________________