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XXX

MASTER SERVICES AGREEMENT

THIS MASTER SERVICES AGREEMENT (this “Agreement”) is made effective as of _______________, 200_ (the
“Effective Date”), by and between XXX , a New York Corporation having a principal place of business at
XXXX (“XXX”), and _________________, a _____ corporation having a principal place of business at
___________________ (“Company”).

WHEREAS, the parties desire to set forth the terms and conditions upon which Company may from time to time
obtain XXX’s professional services,

NOW, THEREFORE, the parties agree as follows:

1. SCOPE. From time to time, Company may request that XXX provide, and XXX may agree to provide, certain
professional services described in one or more Statements of Work (each, a “Statement of Work” or
“SOW”), which when executed by the parties hereto, will be attached hereto and incorporated herein. To
the extent that the terms of any SOW conflict with the terms of this Agreement, the terms of the SOW shall
control, but solely with respect to the services described in such SOW.

2. SERVICES; COMPENSATION. XXX will provide Company the customer experience management systems and
services set forth in the applicable SOW (collectively, the “Services”). Company shall timely provide or
otherwise make available to XXX all data, people, equipment and approvals (including those specified in
the SOW) required by XXX to provide the Services. Company agrees to pay XXX the fees for the Services
in the amounts and according to the schedule in the SOW. Unless otherwise specified in the SOW,
payments are due on receipt of invoice and are nonrefundable.

3. CONFIDENTIAL INFORMATION.

3.1 Rights in Confidential Information. Each party (the “Recipient”) acknowledges and agrees that
the other party (the “Provider”) has disclosed or may disclose confidential or proprietary information relating to the
Provider’s business and identified as confidential in writing at the time of disclosure (the “Confidential Information”).
Confidential Information shall include the terms and conditions of Provider’s relationship with its customers and
vendors, Provider’s technical and business information relating to inventions or products, research and
development, production, manufacturing and engineering, finances, marketing, and production and future business
plans. Recipient may not use or disclose to any third party any Confidential Information (including methods or
concepts utilized in the Confidential Information) to any third party without Provider’s prior written consent, except
as expressly permitted by this Agreement. Provider consents to the disclosure of its Confidential Information to the
Recipient’s employees who have a need to know such information in order to enable Recipient to perform its
obligations under this Agreement. Nothing received by either party shall be considered to be Confidential
Information if it: (i) is or becomes generally available to the public through no fault of Recipient, (ii) was in
Recipient’s possession or known by Recipient prior to receipt from Provider, (iii) was rightfully disclosed to
Recipient by a third party, or (iv) was independently developed by Recipient without use of any Confidential
Information of Provider. Recipient may make disclosures required by law or court order, provided Recipient uses
diligent efforts to limit disclosure and to obtain confidential treatment or a protective order and allows the Provider to
participate in the proceeding.

3.2 Return of Information. Within twenty (20) days following termination of this Agreement for any
reason, or upon Provider’s written request therefor, Recipient shall promptly return or destroy all originals of all
Confidential Information (and all copies thereof in the Recipient’s possession or control) originally disclosed to
Recipient which has been fixed in any tangible or electronic means of expression.

3.3 Personal Data. If Personal Data (as that term is defined by the EU Data Privacy Directive
95/46/EC) of European Union (“EU”) residents will be processed by XXX pursuant to this Agreement, the following
terms and conditions shall apply:

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(a) Company represents and warrants that: (i) it has obtained any and all consents necessary
to transfer the Personal Data to XXX, as a data processor, in the U.S., (ii) the transfer of Personal Data to the U.S.
under this Agreement does not violate applicable law or Company’s privacy policy, (iii) any instructions given by
Company to XXX for the processing of Personal Data do not violate applicable law or Company’s privacy policy.
Company will be responsible for all inquiries (including providing Data Subjects with access to their Personal Data)
and complaints regarding Personal Data from Data Subjects or Data Protection Authorities (as those terms are
defined by the EU Data Privacy Directive 95/46/EC).

(b) XXX represents that it has joined the US-EU data privacy safe harbor as a data processor
and XXX agrees: (i) to process any Personal Data transferred to or collected by XXX only as a Data Processor (as
that term is defined in the EU Data Privacy Directive) on behalf of Company, (ii) to maintain industry standard and
reasonable technical and organizational security measures, and (iii) to comply with Company’s instructions
regarding processing of Personal Data.

4. INDEMNIFICATION. Each party (the “Indemnifying Party”) shall indemnify, defend and hold harmless the other
party, its affiliates, and each of their respective partners, officers, directors, employees and agents (each,
an “Indemnified Party”) from and against any and all third party damages, claims, liabilities, judgments,
actions, lawsuits, executions, costs (including reasonable attorneys’ fees and costs and expenses of legal
actions awarded) and expenses arising from any alleged or actual libel, slander, defamation, infringement
of copyright or misappropriation of any trade secret recognized as such under the Uniform Trade Secret
law, breach of Section 3.3 or Section 8, piracy, plagiarism or invasion of the right of privacy committed or
alleged to have been committed by the Indemnifying Party in connection with this Agreement. The
Indemnifying Party’s obligations under this Section 4 are subject to the conditions that the Indemnified
Party give the Indemnifying Party prompt written notice of any such claim, allow the Indemnifying Party to
control the defense and settlement of the claim, and cooperate with the Indemnifying Party, at the
Indemnifying Party’s request and expense, in defending or settling the claim.

5. WARRANTIES.

5.1 Warranty by XXX. XXX warrants that: (i) XXX will perform the Services in a professional and
workmanlike manner, in accordance with the standards of XXX’s industry; and (ii) as of the date on which XXX
executes the SOW, XXX has no knowledge of any claims that would adversely affect XXX’s ability to assign the
Work Product (as defined below) to Company. If Company notifies XXX in writing within thirty (30) days after XXX
completes performance of any Service that XXX has breached the warranty set forth in subsection (i) above with
respect to such Service, XXX will, as Company’s sole and exclusive remedy for such breach, use commercially
reasonable efforts to reperform the Services so that they conform to such warranty; provided, however, that, if XXX
determines that it is unable to reperform the Services so that they so conform, XXX will refund the fees actually paid
by Company for such Services.

5.2 Disclaimer. EXCEPT FOR THE FOREGOING WARRANTIES, XXX DISCLAIMS ALL OTHER
WARRANTIES, EXPRESS, IMPLIED, AND STATUTORY, INCLUDING BUT NOT LIMITED TO THE IMPLIED
WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-
INFRINGEMENT OF THIRD PARTY RIGHTS, ACCURACY, AND QUIET ENJOYMENT. XXX MAKES NO
WARRANTY REGARDING FREEDOM FROM BUGS OR UNINTERRUPTED USE. COMPANY ACKNOWLEDGES
THAT IT HAS RELIED ON NO WARRANTIES OTHER THAN THE EXPRESS WARRANTIES IN THIS
AGREEMENT AND THAT NO WARRANTIES ARE MADE BY OR ON BEHALF OF XXX’S SUPPLIERS.

5.3 Warranty by Company. Company represents and warrants to XXX that: (i) it has full power and
authority to enter into this Agreement; (ii) the person signing this Agreement on Company’s behalf is duly
authorized to do so; (iii) the performance by Company of its obligations under this Agreement will not conflict with or
be a breach of any other agreement to which Company is a party; and (iv) it will not provide any information to XXX
that: (a) infringes any third party’s copyright, patent, trademark, trade secret or other proprietary rights or rights of
publicity or privacy; (b) violates any law, statute, ordinance or regulation, (c) is defamatory, trade libelous,
unlawfully threatening or unlawfully harassing, (d) is materially false, misleading or inaccurate.

6. LIMITATION OF LIABILITY. NEITHER PARTY SHALL BE LIABLE, EXCEPT WITH RESPECT TO THE
OBLIGATIONS OF CONFIDENTIALITY IN SECTION 3, ABOVE, AND THE INDEMNITY OBLIGATIONS IN
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SECTION 4, ABOVE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT UNDER ANY
THEORY, WHETHER CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHER LEGAL OR
EQUITABLE THEORY, FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES OR LOST PROFITS,
LOST DATA OR FOR COST OF PROCUREMENT OF SUBSTITUTE GOODS, TECHNOLOGY OR
SERVICES. IN NO EVENT SHALL XXX BE LIABLE FOR ANY AMOUNT IN EXCESS OF THOSE
AMOUNTS PAID TO XXX BY COMPANY DURING THE PRIOR TWELVE (12) MONTH PERIOD UNDER
THE SPECIFIC SOW FROM WHICH COMPANY’S CLAIM DIRECTLY AROSE. COMPANY
ACKNOWLEDGES THAT THE FEES SET FORTH IN THIS AGREEMENT REFLECT THE ALLOCATION
OF RISK SET FORTH IN THIS AGREEMENT AND THAT XXX WOULD NOT ENTER INTO THIS
AGREEMENT WITHOUT THESE LIMITATIONS ON ITS LIABILITY. COMPANY AGREES THAT XXX’S
SUPPLIERS WILL HAVE NO LIABILITY OF ANY KIND UNDER OR AS A RESULT OF THIS
AGREEMENT. THE FOREGOING LIMITATIONS OF LIABILITY ARE INDEPENDENT OF ANY
EXCLUSIVE REMEDIES FOR BREACH OF WARRANTY SET FORTH IN THIS AGREEMENT.

7. INTELLECTUAL PROPERTY.

7.1 Intellectual Property. Company agrees not to infringe any trademarks, copyrights, or patents
related to the technology and Services provided by XXX. Any and all technology, Services or questions that arise
during the course of this Agreement, including any and all modifications, enhancements, and derivative works
thereof, including any and all intellectual property rights therein or related thereto, are and shall be the sole and
exclusive property of XXX.

7.2 Questions and Work Product. Following the termination of this Agreement, Company shall be
free to continue use of content and questions of any survey questionnaire used in the performance of the Services.
XXX will not disclose to third parties which questions and content were included in the questionnaires for Company.
All resulting responses from customers collected in the survey process, and any other customer data accumulated
by XXX during the course of providing the Services under any SOW (collectively, the “Work Product”), are
Company’s sole and exclusive property.

7.3 License Grants.

(a) Software Applications. Subject to the terms and conditions of this Agreement (including
Company’s obligation to pay to XXX all fees in accordance with Section 2 above), Company will have a non-
exclusive, non-transferable, non-sublicenseable, revocable license to access the XXX website (the “Site”) and use
the Applications (as defined below) solely for Company’s internal business purposes in connection with XXX’s
provision of the Services. For purposes of this Agreement, “Applications” shall mean the software applications set
forth in an SOW or otherwise made available by XXX for use by Company as a part of the Services. Company shall
not, and shall not permit its employees, contractors or agents to: (a) alter, modify, improve, reverse engineer,
disassemble or decompile the Applications except to the extent expressly permitted by applicable law; (b) interfere
in any manner with the hosting of the Applications or the Services associated therewith; or (c) use the Services in a
timesharing or service bureau environment or for the benefit of a third party.

(b) Trademarks. Company hereby grants to XXX a non-exclusive, non-sublicenseable, and


non-assignable authorization to use those trademarks, service marks, branding elements, and other indicia of origin
designated and provided by Company to XXX pursuant to this Agreement (the “Company Marks”) to provide the
Services hereunder. Title to and ownership of the Company Marks shall remain with Company and its suppliers.
XXX shall not take any action inconsistent with the Company’s ownership of the Company Marks, and any benefits
accruing from use of the Company Marks shall automatically vest in and inure to the benefit of Company.

(c) Reservation of Rights. Except as expressly set forth in the Agreement, no intellectual
property rights are licensed, assigned, or otherwise conferred under this Agreement.

8. HOSTING OF WORK PRODUCT REPORTING SITE.

8.1 “Work Product Reporting Site” Defined. If XXX is hosting a private portion of the Site on which
Company can view customer satisfaction reports or similar resource pursuant to an SOW (the “Work Product
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Reporting Site”), the Work Product Reporting Site will be subject to XXX’s standard computer security protections,
which protection will be disclosed to Company. However, XXX makes no warranty and shall have no liability to
Company if the security measures implemented prove defective in any way or for any reason, including but not
limited to, an unauthorized third party gaining access to the Work Product Reporting Site hosted by XXX for or on
behalf of Company.

8.2 Authorized Users. Company may designate persons to act as its agents to use the Web Product
Reporting Site. Company represents and warrants that each person who registers under Company’s account for
such purpose is, and during the term of this Agreement will be, an authorized agent of Company for purposes of
this Agreement (an “Authorized User”). In reliance on this representation and warranty, XXX will issue a User ID
and password to each Authorized User.

8.3 Responsibility for Access. Company will be responsible and liable for any and all access to and
use of the Web Product Reporting Site by any Authorized User or any other person logging in under a User ID
registered under Company’s account (other than a person who obtains a User ID solely as a direct result of a
breach by XXX of its obligations under this Agreement. Company acknowledges that Company’s access
information, including User IDs and passwords of its Authorized Users, will be the Company’s “key” to Web Product
Reporting Site and, accordingly, Company will be responsible for maintaining the confidentiality of such access
information (including each User ID and password). Company will immediately notify XXX if Company becomes
aware of any activity indicating that Company’s account is being used without authorization.

9. TERM OF AGREEMENT. This Agreement shall commence on the Effective Date and continue in full force and
effect for five (5) years thereafter. The term of this Agreement will automatically renew for successive one
(1) year periods following the initial term, unless either party notifies the other of its intent to not renew this
Agreement at least ninety (90) days prior to the expiration of the then-current term. Either party may
terminate this Agreement or any SOW upon thirty (30) days’ prior written notice in the event that the other
party materially breaches any term or condition hereunder and fails to cure the breach within such thirty
(30) day period. Upon termination of this Agreement for any reason, all licenses granted hereunder will
immediately terminate. Sections 3, 4, 5, 6, 7.1, 7.2, 9, 10, all payment obligations specified under this
Agreement, and any SOWs with respect to which this Agreement has not been terminated shall survive the
expiration or early termination of this Agreement for any reason.

10. GENERAL PROVISIONS.

10.1 Assignment. Neither this Agreement nor any duties or obligations under this Agreement may be
assigned by Company (including assignments by operation of law) without the prior written consent of XXX. Any
attempted assignments in violation of this Section 10.1 will be null and void.

10.2 Notices. Any notices to be given hereunder by either party to the other may be effected either by
personal delivery in writing or by mail, registered or certified, postage prepaid with return receipt requested. Mailed
notices shall be addressed to the parties at the addresses set forth above or in any current SOW, but each party
may change the address by written notice in accordance with this paragraph. Notices delivered personally will be
deemed communicated as of actual receipt; mailed notices will be deemed communicated as of the third day after
mailing.

10.3 Delays. XXX shall not be liable for any failure or delay in performance due to causes beyond its
reasonable control.

10.4 Changes in the Services. Company and XXX acknowledge that, as part of the XXX hosted
software business model, and for the purposes of improving the functionality of the Services, XXX may at any time
add, modify or discontinue, temporarily or permanently, any aspect of the Services at any time for any reason.
Company agrees that XXX shall not be liable to Company or to any third party for any modification, suspension or
discontinuance of the Services.

10.5 Marketing. XXX may list Company as a client in marketing material. With Company’s prior written
consent, XXX may publish a success story on Company’s experience with XXX’s Services. Company will reference
XXX when presenting or using information coming from any XXX product or service.
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10.6 Governing Law; Venue. This Agreement and the rights and obligations of the parties under this
Agreement shall not be governed by the provisions of the 1980 United Nations Convention on Contracts for the
International Sale of Goods or the United Nations Convention on the Limitation Period in the International Sale of
Goods, as amended; rather, this Agreement and the rights and obligations of the parties hereunder shall be
governed in all respects by the laws of the State of California without regard to conflicts of law principles that would
require the application of the laws of another state. Company agrees that all disputes arising hereunder shall be
adjudicated exclusively in the state and federal courts having jurisdiction over disputes arising in Santa Mateo
County, California, and Company hereby agrees to consent to the personal jurisdiction of such courts. THE
PROVISIONS OF THE UNIFORM COMPUTER INFORMATION TRANSACTIONS ACT SHALL NOT APPLY TO THIS AGREEMENT.

10.7 Miscellaneous. If any provision of this Agreement is found to be unenforceable or invalid, that
provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain
in full force and effect and enforceable. As used herein, the term, “including” shall mean, “including but not limited
to”. This Agreement, including any and all attachments hereto (each of which is incorporated herein), is the
complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all
previous written and oral agreements, communications and other understandings relating to the subject matter of
this Agreement. Any preprinted terms on any Customer purchase order or similar document are hereby rejected.
All waivers and modifications must be in a writing signed by both parties. No agency, partnership, joint venture, or
employment is created as a result of this Agreement and neither party has any authority of any kind to bind the
other in any respect whatsoever. In any action or proceeding to enforce rights under this Agreement, the prevailing
party will be entitled to recover costs and attorneys’ fees.

IN WITNESS WHEREOF, the parties by their duly authorized representatives have executed this Agreement as of the
Effective Date.

XXX SYSTEMS, INC. ____________________________________


(“XXX”) (“COMPANY”)

By: By:

Name: Name:

Title: Title:

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EXHIBIT A
STATEMENT(S) OF WORK

[ATTACHED]

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