{"reference":"MSA-2026-0042","parties":{"client":{"legal_name":"Acme Supplies SRL","address":"Rue de la Loi 100, 1040 Brussels, Belgium","registration_number":"BE0123456789","vat_id":"BE0123456789","representative_name":"Isabelle Durand","representative_role":"Managing Director","contact_email":"procurement@acme-supplies.be"},"service_provider":{"legal_name":"Lambert Consulting BV","address":"Herengracht 182, 1016 BR Amsterdam, Netherlands","registration_number":"NL56789012","vat_id":"NL856789012B01","representative_name":"Pieter Lambert","representative_role":"Founder & Managing Partner","contact_email":"contracts@lambert-consulting.nl"}},"effective_date":"2026-05-01","term":{"initial_months":24,"renewal_months_optional":12,"notice_days":90},"scope_of_services_summary":"Lambert Consulting BV shall provide Acme Supplies SRL with advisory, implementation and managed-services engagements in the areas of workflow automation, ERP/CRM integration, data analytics and cloud migration. Individual engagements are documented in Statements of Work (SOWs) executed by both parties under this MSA.","sows_referenced":true,"fees_mechanism":"Fees are agreed on a per-SOW basis in one of the following formats: (i) fixed price, (ii) time and materials against the rate card set out in Annex A (revised annually on 30 days' notice), (iii) milestone-based payments, or (iv) monthly retainer. All amounts are exclusive of VAT and are payable in EUR unless the relevant SOW provides otherwise.","invoicing_terms":"Invoices are issued monthly in arrears and are payable within thirty (30) days of invoice date. Late-payment interest accrues automatically at the statutory rate under Directive 2011/7/EU on combating late payment in commercial transactions (as transposed in Belgium), together with a flat EUR 40 recovery fee per overdue invoice. Disputed amounts must be notified in writing within ten (10) business days of receipt of the invoice; undisputed amounts remain due.","ip_ownership":{"work_product":"client_owned","pre_existing_ip_license":"Each party retains full title to its pre-existing IP. The Service Provider grants the Client a perpetual, worldwide, non-exclusive, royalty-free licence to use any pre-existing IP embedded in the deliverables to the extent necessary to use, maintain, adapt and evolve those deliverables for Client's internal business purposes.","open_source_policy":"The Service Provider shall disclose any third-party or open-source component included in the deliverables together with its licence terms. Copyleft components (GPL/AGPL family) require Client's prior written approval."},"confidentiality_reference":"Mutual NDA ACME-LAM-NDA-2026-003 dated 2026-02-15 in force for the term of this MSA plus five (5) years.","liability_cap":{"type":"fees_paid_in_period","amount_or_formula":"The aggregate liability of each party under this MSA and all SOWs in any twelve (12) month period shall not exceed the total fees paid by Client to Service Provider under the relevant SOW in the twelve (12) months preceding the event giving rise to the claim.","currency":"EUR","exclusions":["Breach of confidentiality obligations","Indemnification for third-party IP infringement","Gross negligence or wilful misconduct","Death or personal injury caused by negligence","Liability that cannot lawfully be limited under applicable law"]},"indemnities":"The Service Provider shall indemnify and hold harmless the Client against any third-party claim alleging that the deliverables, as supplied and used in accordance with this MSA, infringe any third-party IP right in the EEA, subject to prompt notice, sole control of the defence and reasonable cooperation by the Client. Each party shall indemnify the other for bodily injury or tangible property damage caused by its negligent acts or omissions on the other party's premises.","termination_for_convenience_days":90,"termination_for_cause_provisions":"Either party may terminate this MSA and/or any SOW with immediate effect by written notice if the other party (a) commits a material breach of this MSA or an SOW and fails to cure it within thirty (30) days of written notice, (b) becomes insolvent, enters judicial reorganisation, is wound up, or has a liquidator, receiver or administrator appointed over all or a material part of its assets, or (c) is subject to a change of control to a direct competitor of the terminating party.","governing_law":"Belgian law, excluding its conflict-of-laws rules and the United Nations Convention on Contracts for the International Sale of Goods.","jurisdiction":"Exclusive jurisdiction of the French-speaking courts of Brussels, Belgium, without prejudice to the right of either party to seek injunctive relief before any competent court.","signatories":[{"party":"client","name":"Isabelle Durand","role":"Managing Director, Acme Supplies SRL","date":"2026-04-20","place":"Brussels"},{"party":"service_provider","name":"Pieter Lambert","role":"Managing Partner, Lambert Consulting BV","date":"2026-04-22","place":"Amsterdam"}]}