______________, INC.

MASTER SERVICES AGREEMENT

This Master Services Agreement (the “Agreement”) is entered into as of the later date set forth on the signature
page hereto (“Effective Date”), by and between ______________, Inc., a Delaware corporation, (the “Company”)
and _________________________ (the “Service Provider”). The Company desires to retain Service Provider to
perform services for the Company, and Service Provider is willing to perform such services, on the terms
described below and in Statement of Work(s) or SOW(s) attached hereto from time to time during the term of
this Agreement (individually a “Statement of Work” or “SOW” and collectively, the “Statements of Work” or
“SOWs”). Statements of Work for this Agreement shall not be in effect unless also signed by duly authorized
representatives of Company and Service Provider. Any conflict between a Statement of Work and this Agreement
shall be resolved in favor of the Statement of Work. In consideration of the mutual promises contained herein,
the parties agree as follows:
1. SERVICES AND COMPENSATION. Service Provider agrees to perform for the Company the Services
described in the applicable Statement of Work according to the specifications detailed therein (collectively, the
“Services”), and the Company agrees to pay Service Provider the compensation described in the applicable
Statement of Work for Service Provider’s performance of the Services and all rights granted to the Company
under the Agreement. For purposes of clarity, Service Provider shall have no right to any royalties or other form
of contingent compensation (or any compensation of any kind whatsoever other than the fee referenced above),
unless and except as is expressly set forth in the applicable Statement of Work.
2. CONFIDENTIALITY.
A. Definition. “Confidential Information” means any non-public information that relates to the actual or
anticipated business or research and development of the Company, technical data, trade secrets or know-how,
including, but not limited to, research, product plans or other information regarding Company’s products or
services and markets therefor, customer lists and customers (including, but not limited to, customers of the
Company on whom Service Provider called or with whom Service Provider became acquainted during the term
of this Agreement), software, developments, inventions, processes, formulas, technology, designs, drawing,
engineering, hardware configuration information, marketing, finances or other business information.
Confidential Information does not include information that (i) is known to Service Provider at the time of
disclosure to Service Provider by the Company as evidenced by written records of Service Provider, (ii) has
become publicly known and made generally available through no wrongful act of Service Provider or (iii) has been
rightfully received by Service Provider from a third party who is authorized to make such disclosure.
B. Nonuse and Nondisclosure. Service Provider will not, during or subsequent to the term of this
Agreement, (i) use the Confidential Information for any purpose whatsoever other than the performance of the
Services on behalf of the Company or (ii) disclose the Confidential Information to any third party. Service Provider
agrees that all Confidential Information will remain the sole property of the Company. Service Provider also
agrees to take all reasonable precautions to prevent any unauthorized disclosure of such Confidential
Information. Without the Company’s prior written approval, Service Provider will not directly or indirectly disclose
to anyone the existence of this Agreement or the fact that Service Provider has this arrangement with the
Company.
C. Former Client Confidential Information. Service Provider agrees that Service Provider will not, during the
term of this Agreement, improperly use or disclose any proprietary information or trade secrets of any former or
current employer of Service Provider or other person or entity with which Service Provider has an agreement or
duty to keep in confidence information acquired by Service Provider, if any. Service Provider also agrees that
Service Provider will not bring onto the Company’s premises any unpublished document or proprietary
information belonging to any such employer, person or entity unless consented to in writing by such employer,
person or entity.
D. Third Party Confidential Information. Service Provider recognizes that the Company has received and in
the future will receive from third parties their confidential or proprietary information subject to a duty on the
Company’s part to maintain the confidentiality of such information and to use it only for certain limited purposes.
Service Provider agrees that, during the term of this Agreement and thereafter, Service Provider owes the
Company and such third parties a duty to hold all such confidential or proprietary information in the strictest
confidence and not to disclose it to any person, firm or corporation or to use it except as necessary in carrying
out the Services for the Company consistent with the Company’s agreement with such third party.
E. Return of Materials. Upon the termination of this Agreement, or upon Company’s earlier request, Service
Provider will deliver to the Company or certify destruction all of the Company’s property, including but not limited
to all electronically stored information and passwords to access such property, or Confidential Information that
Service Provider may have in Service Provider’s possession or control.
3. OWNERSHIP, INTELLECTUAL PROPERTY AND REPRESENTATIONS.
A. Assignment. Service Provider agrees that all copyrightable material, notes, records, drawings, designs,
inventions, improvements, developments, discoveries and trade secrets conceived, discovered, developed or
reduced to practice by Service Provider, solely or in collaboration with others, during the term of this Agreement
that relate in any manner to the business of the Company that Service Provider may be directed to undertake,
investigate or experiment with or that Service Provider may become associated with in work, investigation or
experimentation in the Company’s line of business in performing the Services under this Agreement are created
solely on a work-for-hire basis (collectively, “Inventions”), and, therefore, are the sole property of the Company.
Service Provider also agrees to assign (or cause to be assigned) and hereby assigns fully to the Company all
Inventions and any copyrights, patents, mask work rights or other intellectual property rights relating to all
Inventions.
B. Further Assurances; License. Service Provider agrees to assist Company, or its designee, at the
Company’s expense, in every proper way to secure the Company’s rights and any copyrights, patents, mask work
rights or other intellectual property rights, including but not limited to, granting the Company an exclusive, royalty-
free, perpetual, irrevocable, worldwide license, relating to all Inventions in any and all countries, including the
disclosure to the Company of all pertinent information and data with respect to all Inventions, the execution of
all applications, specifications, oaths, assignments and all other instruments that the Company may deem
necessary in order to apply for and obtain such rights and in order to assign and convey to the Company, its
successors, assigns and nominees the sole and exclusive right, title and interest in and to all Inventions, and
any copyrights, patents, mask work rights or other intellectual property rights relating to all Inventions. Service
Provider also agrees that Service Provider’s obligation to execute or cause to be executed any such instrument
or papers associated with the actions above shall continue after the termination of this Agreement.
C. Pre-Existing Materials. Subject to Section 3.A, Service Provider agrees that if, in the course of performing
the Services, Service Provider incorporates into any Invention developed under this Agreement any pre-existing
invention, improvement, development, concept, discovery or other proprietary information owned by Service
Provider or in which Service Provider has an interest, (i) Service Provider will inform Company, in writing before
incorporating such invention, improvement, development, concept, discovery or other proprietary information
into any Invention, and (ii) the Company is hereby granted a nonexclusive, royalty-free, perpetual, irrevocable,
worldwide license to make, have made, modify, use and sell such item as part of or in connection with such
Invention. Service Provider will not incorporate any invention, improvement, development, concept, discovery or
other proprietary information owned by any third party into any Invention without Company’s prior written
permission.
D. Attorney-in-Fact. Service Provider agrees that, if the Company is unable because of Service Provider’s
unavailability, dissolution, mental or physical incapacity, or for any other reason, to secure Service Provider’s
signature for the purpose of applying for or pursuing any application for any United States or foreign patents or
mask work or copyright registrations covering the Inventions assigned to the Company in Section 3.A, then
Service Provider hereby irrevocably designates and appoints the Company and its duly authorized officers and
agents as Service Provider’s agent and attorney-in-fact, to act for and on Service Provider’s behalf to execute
and file any such applications and to do all other lawfully permitted acts to further the prosecution and issuance
of patents, copyright and mask work registrations with the same legal force and effect as if executed by Service
Provider.
E. Non-Infringement. Service Provider represents and warrants that: (i) the performance of Services and
delivery of any deliverables to Company will not infringe the intellectual property rights of any third party; (ii)
Service Provider has all rights necessary to perform its obligations under this Agreement without breaching any
agreements, violating any laws or infringing the intellectual property rights or rights of privacy or publicity of any
third party; and (iii) Service Provider will perform all Services with due care, in a workmanlike manner and in
accordance with industry standards.
F. Use of Company IP. “Company IP Rights” means any intellectual property rights owned by Company or
Company’s licensors and “Company Materials” means any works, code or materials that Company or Company’s
licensors has Company IP Rights in or that are covered by Company IP Rights. Service Provider may only use
those Company Materials provided by Company to Service Provider to perform Services described in a particular
Statement of Work that are also listed in such Statement of Work. All rights granted to Service Provider in
Company Materials are by license only and no rights of ownership are assigned or transferred to Service Provider
under this Agreement or a Statement of Work. Service Provider will have no rights in Company Materials
including by way of example, any rights to use, modify, distribute or reproduce Company Materials unless a
Statement of Work explicitly grants any rights to Service Provider. If a Statement of Work does not specify
Service Provider’s rights to use Company Materials and Company provides any Company Materials to Service
Provider for purposes of Service Provider performing Services, Company grants Service Provider a limited, non-
transferable, non-sublicensable, non-exclusive right to use and reproduce Company Materials only to the extent
necessary to perform Services and no ownership rights are granted by Company to Service Provider in Company
Materials.
G. Moral Rights. To the extent that Service Provider acquires or retains any so-called moral rights in or to
the Inventions or any other results and proceeds of the Services, Service Provider hereby waives all such moral
rights, including without limitation the rights of attribution and integrity, and Service Provider acknowledges that
the result of any work which Service Provider may perform or work product created pursuant to this Agreement
is created for a commercial purpose. To the extent that such waiver is not effective, Service Provider agrees that
it will not seek to enforce any remaining moral rights.
4. REPORTS. Service Provider also agrees that Service Provider will, from time to time during the term of
this Agreement or any extension thereof, keep the Company advised as to Service Provider’s progress in
performing the Services under this Agreement. Service Provider further agrees that Service Provider will, as
requested by the Company, prepare written reports with respect to such progress. The Company and Service
Provider agree that the time required to prepare such written reports will be considered time devoted to the
performance of the Services.
5. TERM AND TERMINATION.
A. Term. The term of this Agreement will begin on the date of this Agreement and will continue until the
earlier of (i) the one (1) year anniversary of the final completion of the Services or (ii) termination as provided in
Section 5.B.
B. Termination. Either party may terminate this Agreement upon giving the other party 14 days’ prior written
notice of such termination pursuant to Section 11.D of this Agreement. The Company may terminate this
Agreement immediately and without prior notice if Service Provider refuses to or is unable to perform the Services
or is in breach of any material provision of this Agreement.
C. Survival. Upon such termination, all rights and duties of the Company and Service Provider toward each
other shall cease except:
(1) The Company will pay, within 30 days after the effective date of termination, all amounts owing to
Service Provider for Services completed and accepted by the Company prior to the termination date and related
expenses, if any, submitted in accordance with the Company’s policies and in accordance with the provisions of
Section 1 of this Agreement; and
(2) Section 2 (Confidentiality), Section 3 (Ownership, Intellectual Property and Representations), Section 6
(Independent Contractor; Benefits), Section 8 (Indemnification), and Section 9 (Voluntary Nature of Agreement)
will survive termination of this Agreement.
6. INDEPENDENT CONTRACTOR; BENEFITS.
A. Independent Contractor. It is the express intention of the Company and Service Provider that Service
Provider performs the Services as an independent contractor to the Company. Nothing in this Agreement shall
in any way be construed to constitute Service Provider as an agent, employee or representative of the Company.
Without limiting the generality of the foregoing, Service Provider is not authorized to bind the Company to any
liability or obligation or to represent that Service Provider has any such authority. Service Provider agrees to
furnish (or reimburse the Company for) all tools and materials necessary to accomplish this Agreement and shall
incur all expenses associated with performance, except as expressly provided in the applicable Statement of
Work. Service Provider acknowledges and agrees that Service Provider is obligated to report as income all
compensation received by Service Provider pursuant to this Agreement. Service Provider agrees to and
acknowledges the obligation to pay all self-employment and other taxes on such income.
B. Benefits. The Company and Service Provider agree that Service Provider will receive no Company-
sponsored benefits from the Company. If Service Provider is reclassified by a state or federal agency or court as
Company’s employee, Service Provider will become a reclassified employee and will receive no benefits from the
Company, except those mandated by state or federal law, even if by the terms of the Company’s benefit plans
or programs of the Company in effect at the time of such reclassification, Service Provider would otherwise be
eligible for such benefits.
7. PAYMENT INSTRUCTIONS.
A. Service Provider may receive payment as a US or international resident.
(1) To receive payment as a US resident, Service Provider shall provide to Company the Service Provider’s
ACH information (bank account number and routing number) on the invoice.
(2) To receive payment as an international resident, Service Provider has the option to provide to Company
the Service Provider’s wire transfer information. Service Provider shall be responsible for any applicable fees
that accompany such payment.
Bank
Name of Account:
Bank Name:
Bank Address:
Account No:
Routing (ABA) No:
Swift Code (for international wire):
B. All invoices must be in a format that is substantially similar to Company’s invoice template as provided
in Exhibit A.
C. All invoices shall be sent to the Company contact with a cc to ap@______________.com. Payment of
fees will be made net 30 days upon approval of such invoice.
8. INDEMNIFICATION. Service Provider agrees to defend, indemnify and hold harmless the Company and
its directors, officers and employees from and against all actions, suits, claims, demands and judgements made,
brought, alleged or imposed on Company and its directors, officers and employees (“Company Claims”), arising
directly or indirectly from or in connection with (i) any negligent, reckless or intentionally wrongful act of Service
Provider or Service Provider’s assistants, employees or agents, (ii) a determination by a court or agency that the
Service Provider is not an independent contractor, (iii) any breach by the Service Provider or Service Provider’s
assistants, employees or agents of any of the covenants, representations or warranties contained in this
Agreement, (iv) any failure of Service Provider to perform the Services in accordance with all applicable laws,
rules and regulations, or (v) any violation or claimed violation of a third party’s rights resulting in whole or in part
from the Company’s use of the work product of Service Provider under this Agreement.
9. VOLUNTARY NATURE OF AGREEMENT. SERVICE PROVIDER ACKNOWLEDGES AND AGREES THAT
SERVICE PROVIDER IS EXECUTING THIS AGREEMENT VOLUNTARILY AND WITHOUT ANY DURESS OR UNDUE
INFLUENCE BY THE COMPANY OR ANYONE ELSE. SERVICE PROVIDER FURTHER ACKNOWLEDGES AND AGREES
THAT SERVICE PROVIDER HAS CAREFULLY READ THIS AGREEMENT AND THAT SERVICE PROVIDER HAS ASKED
ANY QUESTIONS NEEDED FOR SERVICE PROVIDER TO UNDERSTAND THE TERMS, CONSEQUENCES AND
BINDING EFFECT OF THIS AGREEMENT AND FULLY UNDERSTAND IT, INCLUDING THAT SERVICE PROVIDER IS
WAIVING ITS RIGHT TO A JURY TRIAL. FINALLY, SERVICE PROVIDER AGREES THAT SERVICE PROVIDER HAS BEEN
PROVIDED AN OPPORTUNITY TO SEEK THE ADVICE OF AN ATTORNEY OF ITS CHOICE BEFORE SIGNING THIS
AGREEMENT.
10. ______________ AFFILIATES. Any entities that ______________ directly or indirectly controls, is
controlled by, or is under common control with, may place Statement of Works under this Agreement and will be
deemed to be bound to and solely liable for their compliance with this Agreement for the purposes of the
applicable Statement of Work.
11. MISCELLANEOUS.
A. Governing Law. This Agreement shall be governed by the laws of ____________ without regard to
____________’s conflicts of law rules.
B. Assignability. Except as otherwise provided in this Agreement, Service Provider may not sell, assign or
delegate any rights or obligations under this Agreement.
C. Entire Agreement. This Agreement (including all Statements of Work attached hereto) constitutes the
entire agreement between the parties with respect to the subject matter of this Agreement and supersedes all
prior written and oral agreements between the parties regarding the subject matter of this Agreement.
D. Notices. Any notice or other communication required or permitted by this Agreement to be given to a
party shall be in writing and shall be deemed given if delivered personally or by commercial messenger or courier
service, mailed by U.S. registered or certified mail (return receipt requested), or by electronic mail, to the party
at the party’s address set forth on the signature page hereto or at such other address as the party may have
previously specified by like notice. If by mail, delivery shall be deemed effective three business days after mailing
in accordance with this Section 11.D.
E. Attorneys’ Fees. In any court action at law or equity that is brought by one of the parties to this Agreement
to enforce or interpret the provisions of this Agreement, the prevailing party will be entitled to reasonable
attorneys’ fees, in addition to any other relief to which that party may be entitled.
F. Severability. If any provision of this Agreement is found to be illegal or unenforceable, the other
provisions shall remain effective and enforceable to the greatest extent permitted by law.

IN WITNESS WHEREOF, the parties hereto have executed this Master Consulting Agreement as of the Effective
Date.

THE COMPANY SERVICE PROVIDER

______________, INC.

By: Signature:
Name: Name:
Title:
Address: Address:
______________, Inc.
______________ Street, ____ Floor
______________, [State] ______________ Email:
Attn: Legal Department
Email: legal@______________.com

Date: Date:
 ______________, INC.
MASTER SERVICES AGREEMENT
STATEMENT OF WORK – NO. 1
Effective Date:
This Statement of Work is a part of and is governed by the terms of the Master Consulting Agreement between
the undersigned parties dated . Capitalized terms not defined herein shall have the
meaning ascribed to them in such Master Consulting Agreement.
Service Provider hereby agrees to provide Services to the Company pursuant to the terms set forth below:
1. Term.
Start Date: [ ]
Completion Date: [ ]
2. Contact.
Service Provider: [ ]
______________: [ ]
3. Services and Related Terms. The Services to be provided under this SOW shall include, but shall not be
limited to, the following: [

]
4. Compensation.
In consideration for Service Provider’s performance of Services under this SOW, the Company will pay Service
Provider based on a rate of [$_______________ per _________], payable by the Company every [________]
weeks. Service Provider will be reimbursed for all actual out of pocket expenses incurred by Service Provider only
as pre-approved in writing by the Company.
Unless otherwise stated, the compensation set forth in such Statement of Work is the full and complete
consideration for the Services described in such Statement of Work and all rights granted Company pursuant to
the Agreement, including, without limitation, a full and complete buy-out of any royalties or contingent
compensation to which Service Provider may otherwise be due.
IN WITNESS WHEREOF, the parties have executed this Statement of Work as of the date first written above.
THE COMPANY SERVICE PROVIDER
______________, INC.

By: Signature:
Name: Name:
Title:
Address: Address:
______, Inc.
Street, Floor
________________, [State] 94____ Email:
Attn: Legal Department
Email:
 EXHIBIT A

INVOICE
[SERVICE PROVIDER NAME] INVOICE #[NUMBER]
[STREET ADDRESS] DATE: [DATE]
[City, STATE Zip Code] TERMS: NET 30
[PHONE]
[EMAIL]
BILL TO:
______________, Inc.
______________ Street, ____ Floor
______________, [State]

DESCRIPTION HOURS RATE AMOUNT

TOTAL

PAYMENT INFORMATION:
Bank:

Name of Account:
Bank Name:
Bank Address:
Routing (ABA) No:
Account No:
Swift Code (For
International wire):