Authored from scratch on the standard clause outlines these document types share — not copied from anyone's template. Every blank is editable and autosaves in this browser; Print gives a clean paper copy.
⚠ TEMPLATES, NOT LEGAL ADVICE. Have licensed counsel review and adapt before execution. Governing-law, insurance, and flowdown terms in particular vary by state, agency, and contract type.
MUTUAL NDA
MASTER SERVICES AGREEMENT
STATEMENT OF WORK
SUBCONTRACTOR AGREEMENT
MUTUAL NON-DISCLOSURE AGREEMENT
A2E FORM NDA-1 · REV A
This Mutual Non-Disclosure Agreement (the "Agreement") is effective as of between , of ("Party A"), and , of ("Party B"). Each party may be a "Discloser" or "Recipient."
1. PURPOSE
Disclosure is made solely to evaluate and pursue: (the "Purpose").
2. CONFIDENTIAL INFORMATION
All non-public information disclosed by either party — including technical data, cost and pricing data, rates, staffing plans, past performance, and customer information — whether or not marked. Excluded: information that is or becomes public through no fault of Recipient; was lawfully known before disclosure; is independently developed; or is lawfully received from a third party without duty of confidence.
3. OBLIGATIONS
Recipient shall (a) protect Confidential Information with at least the care used for its own similar information and no less than reasonable care; (b) use it only for the Purpose; (c) limit access to personnel with a need to know who are bound by like obligations; (d) not reverse-engineer or derive competitive advantage from it; (e) promptly notify Discloser of any unauthorized use or disclosure.
4. COMPELLED DISCLOSURE
Disclosure required by law or court order is permitted with prompt prior written notice to Discloser (where lawful) and cooperation in seeking protective treatment.
5. TERM · RETURN · NO LICENSE
Term: years from the effective date; obligations survive years after expiration (trade secrets: as long as protected by law). On request, Recipient returns or destroys all Confidential Information and certifies destruction in writing. No license, teaming obligation, or exclusivity is granted by this Agreement.
6. GOVERNING LAW · REMEDIES
Governed by the laws of , without regard to conflicts rules. Breach may cause irreparable harm; Discloser may seek injunctive relief in addition to other remedies.
PARTY A
Name: Title: Signature: Date:
PARTY B
Name: Title: Signature: Date:
MASTER SERVICES AGREEMENT
A2E FORM MSA-1 · REV A · MSA No.
This Master Services Agreement is entered into as of between ("Company") and ("Provider"). It sets the general terms governing all future work; specific engagements are executed as Statements of Work ("SOWs") under this MSA.
1. ORDER OF PRECEDENCE
Conflicts resolve in this order: (1) mandatory prime-contract flowdowns identified in an SOW; (2) the SOW; (3) this MSA. No SOW may broaden an indemnity or cap remedy without express reference to this clause.
2. SERVICES · ACCEPTANCE
Provider performs the services and delivers the deliverables stated in each SOW, professionally and per its stated standards. Deliverables are accepted or rejected in writing within business days; rejection states the nonconformity and Provider re-performs at no additional cost.
3. COMPENSATION · INVOICING
Rates, type (FFP / T&M / cost-reimbursable), and ceilings are set per SOW. Invoices are monthly, itemized by person, role, hours × rate, with travel at cost on a separate line, payable net days. No payment above an SOW ceiling without a signed modification.
4. PERSONNEL · KEY STAFF
Key personnel named in an SOW are not substituted without Company's written consent to an equal-or-better replacement. Each party is an independent contractor; nothing creates employment, partnership, or joint venture.
5. INTELLECTUAL PROPERTY
Deliverables produced for Company under an SOW are works made for hire and Company property upon payment; Provider retains pre-existing tools and know-how, granting Company a perpetual, non-exclusive license to the extent embedded in deliverables. Government data-rights clauses flowed down in an SOW control over this section.
6. CONFIDENTIALITY · SECURITY
The parties' NDA dated is incorporated. Provider complies with security requirements identified per SOW (e.g., NIST SP 800-171 safeguarding, CMMC level ) before handling covered information.
7. INSURANCE · INDEMNITY · LIABILITY
Provider carries commercial general liability of at least $ per occurrence, workers' compensation as required by law, and professional liability of $. Each party indemnifies the other for third-party claims arising from its negligence or willful misconduct. Neither party is liable for consequential damages; total liability is capped at amounts paid or payable under the applicable SOW, except for confidentiality, IP infringement, or indemnity obligations.
8. TERM · TERMINATION · DISPUTES
Term: years, renewing annually unless either party gives 60 days' notice. Termination for convenience on days' notice (Company pays for conforming work performed); for cause on 10 days' notice and failure to cure. Disputes: good-faith executive negotiation, then mediation, then the courts of , whose law governs.
COMPANY
Name: Title: Signature: Date:
PROVIDER
Name: Title: Signature: Date:
STATEMENT OF WORK
A2E FORM SOW-1 · REV A · under MSA No.
1. ENGAGEMENT
Project: SOW No. / date: · Period of performance: → Company manager: · Provider manager:
2. SCOPE OF WORK
3. DELIVERABLES & MILESTONES
4. PRICING
Type: · Ceiling: $ · Funded: $
Work above the ceiling requires a signed modification before performance; invoices without it are not payable.
5. ASSUMPTIONS & DEPENDENCIES
COMPANY
Name: Signature: Date:
PROVIDER
Name: Signature: Date:
SUBCONTRACTOR AGREEMENT
A2E FORM SUBK-1 · REV A · FEDERAL PRIME FLOWDOWN EDITION
Entered as of between ("Prime") and ("Subcontractor"), UEI , under Prime Contract / Task Order for .
1. TYPE · VALUE · FUNDING
Type: · Value: $ · Ceiling: $ · Funded: $. Subcontractor shall notify Prime in writing when incurred costs reach 75% of funded value and shall not exceed funding without a modification (limitation-of-funds discipline mirroring FAR 52.232-22).
2. FLOWDOWN OF PRIME CONTRACT CLAUSES
The FAR/DFARS clauses listed in Attachment A — Flowdown Matrix are incorporated by reference with the same force as in the prime contract, "Contractor" meaning Subcontractor. Attachment A is generated per subcontract from the applicability engine (contract type + dollar thresholds) in the Subcontract Manager; clause text is verified against eCFR Title 48 at execution.
3. REPRESENTATIONS
Subcontractor represents it is registered and current in SAM.gov with no active exclusions; size/socio-economic status: ; and holds CMMC level (or NIST SP 800-171 compliance) before receiving covered information.
4. STATEMENT OF WORK · REPORTING
Work is defined in Attachment B (SOW). Subcontractor submits monthly status including hours and cumulative labor cost by labor category, in time for Prime's MSR cycle, and supports EVM data calls.
5. INVOICING · PAYMENT
Monthly invoices itemize person, role, hours × rate, with travel at cost as a separate line item. Payment net days after Prime's receipt of payment for the corresponding work, subject to applicable prompt-payment requirements.
6. IP · CONFIDENTIALITY · KEY PERSONNEL · TERMINATION
Deliverables follow the prime contract's data-rights clauses; as between the parties, work product is Prime's upon payment. The parties' NDA is incorporated. Key personnel substitutions require Prime consent. Prime may terminate for convenience upon notice (paying for conforming work performed) and shall flow down any government termination. Governing law: .
PRIME
Name: Title: Signature: Date:
SUBCONTRACTOR
Name: Title: Signature: Date:
Autosaved per field · a2e_forms_v1 · Tranche 2 (Founder, Employment, IP Assignment, Advisor, DPA, BAA, LOI, SAFE/SPA) on request — same original-authorship rule.