MSA
Master Services Agreement (MSA)
For Any institutional client contracting for ongoing interpreter services
Template — not legal advice. 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.
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: __________________________ Other templates