MASTER SERVICES AGREEMENT

CLIENT NAME AND ADDRESS: ___________, 20__ (“Effective Date”)

[____________________________]
[____________________________]
[____________________________]

This Master Services Agreement (this “Agreement”) states the terms under which ABC
Consultants, Inc. (“Consultant”) will provide services to the individual or firm named above (“Client”).

Recitals

A. WHEREAS, Client wishes to engage ABC Consultants to perform work on various projects from
time to time in accordance with purchase orders to be provided at Client’s discretion;

B. WHEREAS, Consultant wishes to be considered for work from Client as envisioned in future
purchase orders; and,

C. WHEREAS, the parties would like to be able to proceed with each Purchase Order without the
necessity of negotiating a new contract for each engagement.

NOW, THEREFORE, in consideration of the obligations and terms set forth in this Master Services
Agreement, the parties hereto agree as follows:

1. Intent of the Parties. The Parties each desire to use this Agreement in order to make it easier for
them to conduct business together in accordance with a standard set of agreed terms. Each
acknowledges that their mutual best interest lies in clear instructions and in the maintenance of
open lines of communication. Both recognize that each will be relying on the other to advise of
problems or challenges which my impact the quality, nature, or timing of each project.

2. Statements of Work. All services to be provided by Consultant (the “Services”) shall be

described in a statement of work or other engagement definition document (each, an “SOW”)
signed by both Consultant and Client. In case of any inconsistency between this Agreement and
an SOW, the provisions of the SOW shall prevail.

3. Changes to Scope of Work. Either party may request changes to an SOW. If any change affects
the time or cost of performance under the applicable SOW, the change must be agreed in
writing by both parties before becoming effective.

4. Price and Payment.

a) Submission of Invoices. Consultant shall submit invoices relating to each SOW on a semi-
monthly basis. Client agrees to pay Consultant in accordance with each SOW within fifteen
(15) calendar days after the date of each invoice.
 b) Expenses. Client will reimburse Consultant for reasonable out-of-pocket expenses incurred
by Consultant in conjunction with Consultant’s work hereunder and which have been pre-
approved by Client.

c) Payment Disputes. Client shall notify Consultant in writing of any payment dispute, including
detailed information on the basis of the dispute, prior to the due date of any invoice. Failure
to provide such notification prior to the due date of an invoice shall constitute a waiver by
Client of any such dispute. If Consultant engages an attorney to enforce this Agreement,
Client agrees to pay Consultant’s reasonable attorneys’ fees, court costs, expert fees, and
other litigation expenses.

d) Collection. Client shall pay Consultant interest at the rate of 1.5% per month on any balance
due and unpaid within thirty (30) calendar days after the due date of an invoice. Client shall
reimburse Consultant for all costs, including reasonable attorney’s fees, court costs, and other
fees, in the event Consultant incurs same in an effort to enforce its rights, including its right to
payment, under this Agreement.

4. Indemnification. Consultant shall indemnify Client from and against any damages, costs, losses,
or liability (the “Losses”) imposed on Client to the extent such Losses are shown to have resulted
directly from Consultant’s performance of work under this Agreement. Consultant’s liability
under this indemnification shall be subject to the limitations set forth in Section 11 hereof.

a) 5. Term and Termination. The term of this Agreement shall begin on the Effective Date
and shall continue until terminated as provided hereinafter in this Section by either party.

a) Termination Upon Written Notice. Either party to this Agreement may terminate this
Agreement at any time by giving the other party thirty (30) days’ prior written notice.

b) Completion of SOW in Progress. At Client’s option, termination may be delayed until

completion of any then-current SOWs, provided that Client is current in all payments
and remains so throughout the remaining project(s).

c) Termination by Consultant. Consultant may terminate or suspend work performed

under this Agreement and any SOW for non-payment in the event payment has not
been received within thirty (30) days of the due date specified in Section 3 hereof.

d) Effect of Termination. Upon termination of this Agreement or any SOW, Client shall pay
all of Consultant’s unpaid charges and out-of-pocket expenses accrued through the date
of termination of this Agreement. Any provisions of this Agreement that, in order to
fulfill the purposes of such provisions, need to survive the termination or expiration of
this Agreement, shall be deemed to survive for as long as necessary to fulfill such
purposes.

6. Notices. All notices, requests, demands and other communications hereunder shall be in writing
and shall be deemed to have been duly given upon personal delivery, five (5) days after being
mailed by registered or certified mail, return receipt requested, or one (1) business day after
being sent by nationally recognized overnight courier. Client and Consultant shall each provide
 the other with the contact information for an authorized representative to whom notices should
be directed. In the event either party fails to do so, or if the contact information is incorrect,
notice may be directed to the party’s principal office and to the party’s President or Chief
Executive Officer.

7. Relationship of the Parties. Consultant is an independent contractor and is responsible for

paying all taxes, including Social Security, unemployment and income taxes, for itself and for all
persons engaged by it to perform Services.

8. Warranty Exclusions. CONSULTANT EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS,

IMPLIED, STATUTORY OR OTHERWISE WITH RESPECT TO THE SERVICES OR WORK PRODUCT
PROVIDED UNDER THIS AGREEMENT, OTHER THAN AS MAY BE SET FORTH ON AN SOW
INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR
PURPOSE.

9. Limitation of Liability. Consultant’s aggregate liability arising from any Services or Work Product
provided under this Agreement, other than as may be claimed under Consultant’s
indemnification obligation set forth herein, shall be limited to the amount paid by client for the
SOW giving rise to the claimed damages. With the exception of injunctive relief available to
either party under the Confidentiality section hereof, damages under this section shall
constitute Client’s sole and exclusive remedy for all claims arising out of or relating to this
Agreement. Other than damages which may arise from a claim for indemnification hereunder,
the only damages for which Consultant may be liable are actual, out-of-pocket damages. In no
event will Consultant be liable for lost profits, consequential damages, lost data, or other special
or incidental damages.

10. Communications. Any matters related to this Agreement, including Consultant’s obligations,
pricing, modification of scope, SOW and changes in schedules, must be addressed to an authorized
representative identified by each party for such purposes.

11. Miscellaneous. This Agreement together with any SOW’s that reference this Agreement and all
terms and conditions incorporated by reference therein issued hereunder represents the entire
agreement and supersedes all prior agreements and understandings between the parties
relating to the subject matter hereof and may be changed only in a writing signed by both
parties. No failure of either party to enforce any right hereunder shall be deemed a waiver
thereof. If any provision of this Agreement shall be held invalid or unenforceable by a court of
competent jurisdiction, such provision shall be deemed omitted to the extent required by such
judgment and the remainder of this Agreement shall continue in full force and effect.

12. Force Majeure. Consultant is excused for any delays, losses, or damages due to causes beyond
its reasonable control, including without limitation fire, explosion, power irregularities or surges,
acts of god, earthquakes, rains, floods, lightning, labor unrest, strikes, strife or any other cause
that was not reasonably foreseeable on the date of signing of this Agreement.

13. Jury Trial Waiver. EACH PARTY WAIVES, FOR ITSELF, ITS SUCCESSORS AND ASSIGNS, ANY RIGHT
IT MAY HAVE HAD TO A TRIAL BY JURY PERTAINING TO ANY CLAIM OR MATTER ARISING OUT OF
OR RELATING TO THIS AGREEMENT, ANY SOW, OR ANY WORK PRODUCT OR SERVICES
PROVIDED HEREUNDER.
14. Governing Law. This Agreement shall be deemed to be made in, and shall be governed by the
laws of the State of Maryland. Any dispute arising out of or relating to this Agreement shall be
tried exclusively in a court of competent jurisdiction in Baltimore County, Maryland or in the
United Stated District Court for the District of Maryland (Northern Division).

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first
above written.

ABC CONSULTANTS, INC. CLIENT

By ________________________________ By ________________________________

Name ________________________________ Name ________________________________

Title ________________________________ Title ________________________________