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MSA — Panthera Cloud (v9 draft)

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Master Services Agreement

“Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with a party.

Supplier shall provide the services described in each Statement of Work executed by the parties and incorporated herein by reference.

Customer shall pay all undisputed invoices within thirty (30) days of receipt. Late amounts accrue interest at 1% per month.

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Limitation of Liability (capped 12mo fees)
Approved
Neither party's aggregate liability arising out of or related to this Agreement shall exceed the total fees paid or payable in the twelve (12) months preceding the claim.
Mutual Confidentiality
Approved
Each party shall protect the other's Confidential Information using no less than reasonable care and shall not disclose it except to Representatives with a need to know.
Data Processing — EU SCCs
Approved
Where Processor processes Personal Data originating in the EEA, the parties incorporate Module Two of the Standard Contractual Clauses by reference.
Termination for Convenience (30 days)
Negotiable
Either party may terminate this Agreement for convenience upon thirty (30) days' prior written notice to the other party.
Uncapped IP Indemnity
Escalate
Supplier shall defend, indemnify and hold harmless Customer against any third-party claim alleging that the Deliverables infringe intellectual property rights.

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