The Master Client Agreement is designed to provide a structured foundation for long-term business relationships in the United States market. This document is particularly valuable when a service provider expects to engage in multiple projects or provide ongoing services to a client over time. The MCA eliminates the need to negotiate basic terms repeatedly by establishing standard conditions that apply to all future work, while allowing flexibility through supplementary agreements for specific projects. It incorporates essential protections required under U.S. federal and state laws, making it suitable for both domestic and international business relationships where U.S. law governs the agreement.
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1. Parties: Identification and details of the contracting parties
2. Background: Context and purpose of the agreement
3. Definitions: Key terms used throughout the agreement
4. Services: Scope and description of services to be provided
5. Payment Terms: Pricing, payment schedule, and related terms
6. Term and Termination: Duration of agreement and termination conditions
7. Confidentiality: Protection of sensitive information
8. Intellectual Property: Ownership and rights to IP
9. Liability and Indemnification: Risk allocation between parties
10. Governing Law and Jurisdiction: Laws governing the agreement and jurisdiction for dispute resolution
1. Data Protection: Privacy and data handling requirements - include when personal data processing is involved
2. Change Control: Process for managing changes to services - include for complex or long-term service arrangements
3. Service Levels: Performance metrics and standards - include when specific service levels need to be maintained
4. Regulatory Compliance: Industry-specific compliance requirements - include when operating in regulated industries
5. Insurance: Insurance requirements and coverage - include when specific insurance coverage is required
1. Schedule 1 - Statement of Work: Detailed description of services, deliverables, and timelines
2. Schedule 2 - Service Level Agreement: Detailed service levels and performance metrics
3. Schedule 3 - Price Schedule: Detailed pricing information and rate cards
4. Schedule 4 - Data Processing Agreement: Detailed data protection terms and requirements
5. Schedule 5 - Key Personnel: List of key team members and their roles
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