This Master Services Agreement (this “Agreement”) is made as of the date last signed below (the “Effective Date”) by and between AnswerLab, LLC, a California limited liability company (“AnswerLab”), and [client name], a [state of jurisdiction][corporation/limited liability company] (“Client”). The term “Party” shall refer to any party to this Agreement and the term “Parties” shall refer to both parties to this Agreement.

1. Engagement of Services. From time to time, the Parties may enter into written documents (each, an “SOW”) describing services to be performed by AnswerLab for Client (the “Services”). A deliverable set forth in an SOW shall be referred to herein as a “Deliverable.” Each such SOW shall be subject to the terms and provisions of this Agreement and constitutes a separate agreement with respect to the Services performed thereunder.
2. 1. Changes to SOW. An SOW can only be modified by written agreement signed by both Parties.
   2. Acceptance. Where applicable and as explicitly set forth in an SOW, Client’s final acceptance of the Services may be subject to acceptance criteria. Upon receipt of any Deliverables, Client will notify AnswerLab in writing (which may be electronically transmitted) of its acceptance (or refusal to accept the Deliverables) within fourteen (14) calendar days; upon expiration of the fourteen (14)-day time period, if Client has not notified AnswerLab of Client’s refusal to accept the Deliverables, then the Services and Deliverables will be deemed to have been accepted by Client.  For Services performed in phases, a SOW may provide, where appropriate, for separate acceptance of each phase. 
   3. Subcontractors. Except for Approved Subcontractors (as defined below), no Services hereunder may be delegated by AnswerLab to a third party or provided by a subcontractor without the prior written consent of Client.“Approved Subcontractors” are subcontractors: (a) providing research participant recruitment and compensation services, research platforms, leased facilities or equipment, audio/visual technology services, and/or translation services, and/or (b) who are industry advisors or project moderators or notetakers.
      
   4. Participant Consents. AnswerLab is responsible for obtaining appropriate consents from all study participants but shall not be responsible for any other act or omission of a study participant.
2. Compensation. Client will pay AnswerLab the fee as set forth in the applicable SOW for the Services provided under that SOW.
3. 1. Payment Schedule. Except as otherwise provided in the applicable SOW, AnswerLab shall invoice 50% of the fee for the Services and 100% of the third-party fees (recruiting, incentives, facility, software, etc.) upon execution of the SOW. The remaining 50% of the fees for the Services will be invoiced upon ________________________. Client shall deliver payment to AnswerLab within thirty (30) days following Client’s receipt of an invoice. The Parties agree that AnswerLab earns its fees as AnswerLab provides the Services; in the event that Client terminates part or all of an SOW, fees are owed to AnswerLab for Services provided through the date of termination.
   2. Expenses. Upon provision of written documentation, Client shall reimburse AnswerLab for any reasonable expenses incurred by AnswerLab and previously approved by Client in connection with the performance of the Services.  Such reimbursement shall be delivered to AnswerLab within thirty (30) days of delivery of expense reimbursement documentation to Client.
      
   3. Late Payments; Taxes.  AnswerLab reserves the right to charge interest on any past-due amounts at a rate of 1.5% per month.  Client is solely responsible for payment of any applicable taxes (including sales or use taxes, intangible taxes, and property taxes) resulting from the Services provided under this Agreement, other than taxes based on income to AnswerLab.
3. Ownership of Work Product.
4. 1. Client Data; Client Marks. All right, title, and interest in and to any data relating to Client’s business are and shall remain the property of Client.  AnswerLab has no right, title, or interest in any Client trademark, marks and/or logos, except a limited right to use, if any, granted under this Agreement or an SOW.
      
   2. Works for Hire. Upon payment of all fees and expenses due to AnswerLab hereunder and subject to Section 3(c), AnswerLab assigns to Client ownership of all right, title and interest in and to any and all work product that are created by AnswerLab for Client pursuant to this Agreement.  AnswerLab agrees that the Deliverables hereunder are to be considered “works made for hire” within the meaning of the United States Copyright Act of 1976, as amended, or its equivalent in the applicable jurisdiction.  AnswerLab agrees to execute any documents reasonably required by Client to effectuate this result, and render reasonable cooperation to Client in the procurement of Client’s rights in the Deliverables.  In the event that Client is unable for any reason to secure a signature on behalf of AnswerLab to any document Client believes is reasonably required in order to apply for or execute any copyright or other application with respect to the Deliverables, AnswerLab hereby designates and appoints Client as AnswerLab’s attorney-in-fact to act on its behalf to execute and file any such application or document and to do all other lawfully permitted acts to further the prosecution, issuance and/or enforcement of rights in intellectual property therein with the same legal force and effect as if executed by Client.
   3. AnswerLab Materials. The Parties agree and understand that AnswerLab provides market research services (e.g., providing user feedback to a new website prototype) and does not develop the actual technical or operational solutions for its clients.  Accordingly and notwithstanding anything else in this Agreement, AnswerLab retains all rights in and to AnswerLab’s test methodologies, templates, know-how, general industry knowledge, algorithms, and solutions, whether preexisting or developed by AnswerLab in connection with the performance of an SOW, together with all related intellectual property rights (collectively, the “AnswerLab Materials”).  Upon receipt of all fees earned by AnswerLab under this Agreement, AnswerLab hereby grants Client a non-exclusive, worldwide, royalty-free license to such AnswerLab Materials as may be necessary to use a Deliverable generated through the Services; AnswerLab does not grant to Client any other license or right in any AnswerLab Materials.  Nothing in this Agreement shall grant Client the right to use AnswerLab Materials for any reason not explicitly set forth in this Agreement or an applicable SOW.
      
   4. Survey Insights. All consumer insights and findings generated and reported to Client in connection with an SOW and related to the specific subject of such SOW (“Survey Insights”) shall be deemed Client’s Confidential Information; provided, however, that AnswerLab may retain the data incorporated in the Survey Insights in normative databases used by AnswerLab for benchmarking and validation of AnswerLab analyses as long as AnswerLab maintains the anonymity of the Survey Insights and the confidentiality of such survey results.
      
4. Personnel. AnswerLab will (a) provide proper instruction to its personnel to perform the Services; (b) be solely responsible for directing and supervising its personnel in performing the Services; and (c) be solely responsible for all wages and benefits payable or due to its personnel and for the withholding of all taxes normally pertaining to payroll costs or deductions.  While on or about the premises of Client, if applicable, AnswerLab and its personnel will: (i) protect all persons and property from injury or damage; and (ii) comply with all applicable laws and regulations and with any safety or other workplace rules of Client.  If Client reasonably determines that the continued assignment of any personnel to Client’s account is not in the best interests of Client, then Client may request by written notice that AnswerLab replace any such individual with another qualified individual.  After receipt of such notice, AnswerLab will immediately remove such individual from Client’s account and replace such individual with AnswerLab personnel possessing qualifications and skills appropriate to the position.
5. Confidential Information. At all times during the Term (as defined below) and thereafter, each Party agrees to use the other Party’s Confidential Information (as defined below) solely for the purposes provided in this Agreement or an SOW and agrees not to disclose the other Party’s Confidential Information to any third parties except (i) Approved Subcontractors with a ‘need to know’ for provision of the Services, provided that AnswerLab is liable for all acts and omissions of such Approved Subcontractors, or (ii) with the other Party’s prior written consent.   
6. 1. Definition. The term “Confidential Information” shall mean all inventions, works of authorship, trade secrets, business plans, confidential knowledge, data or any other proprietary information of a Party, including, without limitation, (i) inventions, ideas, samples, designs, applications, drawings, methods or processes, formulas, trade secrets, data, source and object codes, know-how, improvements, discoveries, developments, designs and techniques; and (ii) information regarding plans for research, development, new products and service offerings, marketing, business plans, budgets and unpublished financial statements, licenses, sales, pricing, profits and costs, distribution arrangements, suppliers and customers, marketing, customer strategies, business development plans, customer and partner lists; and information regarding the skills and compensation of employees of such Party and the Party’s internal organization.
      
   2. Exceptions to Non-Disclosure Obligation. The confidentiality obligations of a Party set forth in this Article 5 shall not apply, or cease to apply, to data and information supplied by the other Party if such data and information: (i) were already known to the receiving Party prior to the disclosing Party’s disclosure of such data or information; (ii) have come into the public domain without breach of confidence by the receiving Party; (iii) were received by the receiving Party from a third party without restrictions on their use in favor of the disclosing Party; or (iv) are required to be disclosed pursuant to any statutory requirement, order by a governmental agency or court order. 
   3. Deletion of Information. The disclosing Party may, for any reason and at any time, deliver a written request to the receiving Party for the deletion of all, or a portion, of the disclosing Party’s Confidential Information in the possession of the receiving Party. Upon receiving such written request from disclosing Party, receiving Party shall promptly delete the Confidential Information that is the subject of the disclosing Party’s request in the receiving Party’s possession, provided that AnswerLab shall be permitted to retain (i) information that is contained on back-up tapes or other back-up media created in the ordinary course of business, and (ii) copies of all consent forms and/or confidentiality or non-disclosure agreements executed by study participants. Any Confidential Information that was provided verbally will continue to be subject to the terms of this Agreement. 
6. Representations; Warranties.
7. 1. General Warranties. Each Party represents and warrants that: (i) such Party has the authority to enter into and fully perform this Agreement; and (ii) such Party’s performance under this Agreement will not conflict with any other obligation of such Party.
      
   2. Performance Warranty. AnswerLab warrants that: (i) the Services will be performed in a manner consistent with generally accepted industry standards by trained personnel; (ii) the Services will be performed by persons who have, to AnswerLab’s knowledge, employment authorization to perform the Services in accordance with immigration laws; and (iii) AnswerLab’s performance of the Services will substantially conform to all requirements of the applicable SOW.  Notwithstanding the foregoing, Client is solely responsible for obtaining all necessary intellectual property and other rights in all information and other inputs (including with respect to any mark, trademark or logo) provided to AnswerLab and AnswerLab has no warranty, indemnity, or other obligation with respect to such inputs.
      
   3. Disclaimer. Client accepts and acknowledges that, except as set forth in this Article 6, AnswerLab has not made any additional warranties or guarantees, whether express, implied, or statutory, including any implied warranties of merchantability or fitness for a particular purpose with respect to the Services or Deliverables. AnswerLab cannot guarantee any particular outcome as a result of Client’s use of the Services. 
      
7. Indemnification. Notwithstanding anything to the contrary in this Agreement, each Party shall indemnify and hold harmless the other Party, and its respective employees, officers and directors from and against any and all liabilities, losses, claims, demands, judgments, assessments, penalties, damages, fines, costs and expenses (including reasonable attorneys’ fees), arising out of a third party claim to the extent the indemnifying Party materially breached its representations or warranties set forth in Article 6.
   
   Each Party agrees (i) not to pursue both an indemnity claim and breach of warranty claim against the other Party for the same cause of action, and (ii) that a particular cause of action may be the basis for an indemnity claim or a breach of warranty claim, but not both.
   
8. Limitation of Liability.  In no event shall (a) either Party be liable for any indirect, incidental, consequential, special or exemplary damages, including, without limitation, interruption of business, or loss of use, profits, user satisfaction, business opportunity or data, regardless of the form of action (whether in contract, tort or otherwise), regardless of whether such Party has been advised of the possibility of such damages; or (b) a Party’s maximum aggregate liability for all claims arising from or related to this Agreement (and all SOWs) exceed two (2) times the total amount paid by Client to AnswerLab for the twelve (12) months preceding the incident giving rise to the liability.
   
9. Term & Termination.
10. 1. Term. The term of this Agreement (the “Term”) shall commence on the Effective Date and shall continue in effect for two years. The parties may mutually extend the Term of this Agreement for additional one-year periods.
       
    2. Earlier Termination for Cause. This Agreement and any SOW then in effect may be terminated by either Party in the event of a material breach by the other Party (if such breach is not cured within thirty (30) days of written notice to the breaching Party).  For the purposes of this Agreement, failure to timely pay by Client shall constitute a material breach by Client.   
    3. Termination Upon Insolvency. This Agreement and any SOW then in effect shall terminate, effective upon delivery of written notice of termination by a Party to the other Party, (i) upon the institution of insolvency, receivership or bankruptcy proceedings, or any other proceedings for the settlement of debts of the other Party; (ii) upon the making of an assignment for the benefit of creditors by the other Party; or (iii) upon the dissolution of the other Party.
       
    4. Termination for Convenience.  Except as provided under an SOW with respect to such SOW, Client may terminate this Agreement or any SOW hereunder, without cause, upon sixty (60) days’ prior written notice of termination to AnswerLab.  In such event, AnswerLab will deliver to Client all Deliverables and/or Services completed or in-progress up to the date of termination, and AnswerLab will be paid for work-in-progress, Deliverables and/or Services completed (and costs, expenses and fees incurred) prior to the effective date of termination.
       
    5. Effect of Termination. Upon termination of this Agreement, Client will pay for any Services/Deliverables provided and all costs, expenses and fees incurred by AnswerLab up through the date of termination.  Articles 3, 5, 6, 7, 8, 9(e), 10 and 12 shall survive the termination of this Agreement.
       
10. Hiring of Restricted Workers. As a material inducement to AnswerLab entering into this Agreement, during the Term and for one (1) year thereafter (the “Restricted Term”), in the event Client or its affiliates hires a Restricted Employee (as defined below), Client shall (a) provide AnswerLab with at least sixty (60) days prior written notice of such Restricted Employee’s first day with Client, and (b) within seven (7) days of a Restricted Employee’s first day with Client, pay to AnswerLab the sum of $50,000 for each Restricted Employee who is hired by Client during the Restricted Term. “Restricted Employee” means an employee or independent contractor of AnswerLab of whom Client became aware during the Restricted Term.
11. Insurance. At all times while this Agreement is in effect, AnswerLab will maintain in force, at its expense, insurance of the type and in the amounts set forth below:

(a)        Statutory workers’ compensation insurance in accordance with the legal requirements;

(b)        Employer’s liability insurance with a minimum limit in an amount not less than $500,000 per accident, covering bodily injury by accident, and $500,000 per policy covering bodily injury by disease, including death;

(c)        Commercial general liability insurance in an amount not less than $1,000,000 per occurrence and a general aggregate limit of $2,000,000;

(d)        Comprehensive automobile liability insurance with a combined single limit in an amount not less than $1,000,000 per accident for bodily injury and property damage liability;

(e)        Errors and omissions liability insurance with a per claim limit in an amount not less than $1,000,000 and $1,000,000 in the annual aggregate; and

(f)        Umbrella/excess liability in an amount not less than $1,000,000 per occurrence.

12. Miscellaneous.
13. 1. Relationship of Parties. This Agreement does not create, and shall not be deemed to create, a partnership, joint venture, agency or any similar relationship or arrangement between the Parties. In carrying out its duties and performing its obligations hereunder, each Party is acting as an independent contractor.  Neither Party shall act or represent itself, directly or by implication, as an agent, of the other or in any manner assume or create any obligation on behalf of, or in the name of the other Party.
    2. Entire Agreement; Amendments; Waivers. In the event of an addition to or a conflict between any term or condition of a SOW and this Agreement, the terms and conditions of this Agreement will control, except where this Agreement explicitly permits the terms of the applicable SOW to control or where expressly amended in the applicable SOW by specific reference to this Agreement.  This Agreement, together with each SOW, constitutes the entire agreement between the Parties relating to the Services and supersedes all prior oral or written agreements concerning the subject matter hereof.  The terms of any other documentation, including, without limitation, pre-printed terms on Client’s purchase orders, shall have no force or effect.  This Agreement and the attached SOW(s) may be amended only by written agreement signed by both Parties.  No waiver of any provision nor consent to any exception to the terms of this Agreement shall be effective unless in writing and signed by the Party to be bound and then only to the specific purpose, extent and instance so provided by an authorized representative thereof.
    3. Assignment. In no event shall either Party assign this Agreement to a third party without the prior written consent of the other Party; provided, however, that in the event of a change of control and/or sale of substantially all of the assets of a Party to a third party, this Agreement may be assigned to such acquiring party.
    4. Governing Law; Venue & Jurisdiction. This Agreement, the legal relations between the Parties and any dispute, whether contractual or non-contractual, with respect to matters arising under or growing out of or in connection with or in respect of this Agreement, including, without limitation, the negotiation, execution, interpretation, coverage, scope, performance, breach, termination, validity, or enforceability of this Agreement, shall be submitted to JAMS for final resolution via binding arbitration in San Francisco, California. Notwithstanding the foregoing, either Party may seek an injunction as an equitable remedy in the courts in San Francisco, California, in accordance with the Laws of the State of California applicable to contracts made and performed in such State and without regard to conflicts of law doctrines, and the courts in San Francisco, California will have exclusive jurisdiction and venue in such instances.
    5. Notices. All notices, consents, and other communications required or permitted under the Agreement shall be in writing and sent first-class mail, postage prepaid, or transmitted by facsimile or electronic mail transmission confirmed by mail to the address specified below, or such other address as either party may indicate by written notice to the other party:
    6. Force Majeure; Delays. Neither Party shall be liable to the other Party for any delay or failure to fulfill obligations caused by circumstances outside such Party’s reasonable control.  With respect to AnswerLab’s obligations hereunder, this includes any delays or failures in Services or Deliverables due to Client’s delay or failure to provide necessary materials, feedback or other information.
    7. Severability. If any provision of this Agreement is determined to be invalid, illegal or unenforceable by any governmental entity, the remaining provisions of this Agreement shall remain in full force and effect.  In the event of any such determination, the Parties agree to negotiate in good faith to modify this Agreement to fulfill as closely as possible the original intents and purposes hereof. 
    8. Counterparts. This Agreement may be executed in any number of identical counterparts, each of which when executed and delivered shall be an original, but all such counterparts shall constitute but one and the same instrument.  Any signature page of this Agreement may be detached from any counterpart without impairing the legal effect of any signatures thereof, and may be attached to another counterpart, identical in form thereto, but having attached to it one or more additional signature pages.  Delivery by any Party or its respective representatives of telecopied (counterpart) signature pages shall be as binding an execution and delivery of this Agreement by such Party as if the other Party had received the actual physical copy of the entire Agreement with an ink signature from such Party.