Master Services Agreement

This Master Services Agreement (the "Agreement") is between [Client Company] ("Client") and eSided Business Solutions, LLC, a Texas limited liability company ("Service Provider"). This Agreement is effective on the date Client first accepts it, whether by clicking to accept, by signing or accepting a Statement of Work that references it, or by using the Services, whichever occurs first (the "Effective Date"). The individual accepting represents that they are authorized to bind Client.

1. Definitions

Other capitalized terms are defined where first used.

2. Services

2.1 Service Provider shall provide the Services described in each SOW.

2.2 Each SOW shall state at minimum: scope, fees, term, performance thresholds, and any client-specific terms.

2.3 SOWs may be approved by signed document or by email confirmation from authorized representatives. Electronic acceptance binds Client to this Agreement.

2.4 Services beyond an SOW require a new SOW or written amendment.

3. Compensation and Payment

3.1 Client shall pay the fees stated in each SOW.

3.2 Payment terms are stated in the applicable SOW. If a SOW is silent, invoices are payable within ten (10) days of receipt.

3.3 Client may dispute an invoice in good faith and in writing within seven (7) days of receipt, identifying the disputed items. Undisputed amounts remain due.

3.4 Undisputed amounts bear interest from the due date at the lesser of 1.5% per month or the maximum rate Texas law allows, plus a $250 late-account fee per invoice (a reasonable estimate of collection cost, not a penalty). Client reimburses reasonable costs of collection, including attorneys' fees.

3.5 Suspension for Non-Payment. If an undisputed amount is unpaid thirty (30) days after written notice, Service Provider may suspend Services, revoke net terms, and require prepayment until paid, without liability and without waiving any remedy.

3.6 Client pays sales, VAT, GST, or other consumption taxes that apply.

4. Term, Termination, and Survival

4.1 This Agreement begins on the Effective Date and continues until terminated under this Section.

4.2 Either party may terminate this Agreement, or any SOW, for material breach if the other party fails to cure within twenty (20) days of written notice.

4.3 Any minimum commitment periods will be stated in the SOW. Either party may terminate that SOW with thirty (30) days' written notice beyond the agreed-upon period. No termination penalties apply.

4.4 On termination, Client shall pay all amounts due and reimburse approved expenses through the termination effective date.

4.5 Sections 6 (Intellectual Property), 7 (Confidentiality), 11 (Termination Transition), 13 (Indemnification), 14 (Limitation of Liability), 17 (Export Control), 19 (Dispute Resolution), and any accrued payment obligations survive termination.

5. Independent Contractor and Subcontractors

5.1 Service Provider is an independent contractor. Service Provider has sole control over how the Services are performed and may engage Subcontractors.

5.2 Service Provider shall ensure each Subcontractor is bound in writing to confidentiality and IP terms at least as protective as this Agreement. Service Provider remains responsible for Subcontractor performance. Where a Subcontractor, or any of its personnel, may create, receive, maintain, transmit, or access protected health information in connection with the Services, Service Provider shall, before any such access, bind that Subcontractor to a business associate agreement that meets 45 C.F.R. Part 164, and, for any personnel located outside the United States, to an offshore access rider, each at least as protective as Client's requirements.

5.3 Service Provider supplies its own equipment except where work must be performed on Client systems.

5.4 Neither party shall discuss the confidential business terms of this Agreement with third parties without the other party's prior written consent, except as needed for internal operations, legal compliance, or professional advice.

6. Intellectual Property

6.1 Client Ownership. On payment in full for the applicable Deliverable, Client shall own all rights, title, and interest in:
(a) all source code, documentation, and configuration files Service Provider creates for Client;
(b) all Client-specific prompts, knowledge bases, decision rules, and workflow configurations;
(c) Client's institutional knowledge as formalized for use by the Services; and
(d) all outputs the Services generate during operation.

Service Provider hereby assigns these rights to Client, fully and irrevocably, on payment. Service Provider shall ensure Subcontractor-created Deliverables are subject to the same assignment.

6.2 AI-Generated Materials. Deliverables may include materials generated in whole or in part by AI systems. The assignment in Section 6.1 applies regardless of whether such materials qualify for copyright protection. Client has full contractual right to use, modify, reproduce, and distribute all assigned materials.

6.3 Pre-Existing IP. Service Provider retains all rights in Pre-Existing IP and in general skill, knowledge, and experience used or refined during this Agreement. To the extent Pre-Existing IP is incorporated into the Deliverables, Service Provider grants Client a non-exclusive, perpetual, irrevocable, royalty-free license to use such Pre-Existing IP solely as embedded in the Deliverables.

6.4 Service Provider Retained Knowledge. The nature of AI business is such that Service Provider develops general techniques, architectural patterns, and approaches across all engagements and retains the right to use them across all projects. This right does not extend to Client Data, Client's business rules or processes, Client-specific prompts or configurations, or any Deliverable assigned to Client under Section 6.1.

6.5 No Other Rights. Except as expressly stated in this Section, neither party acquires any rights in the other party's intellectual property.

7. Confidentiality

7.1 Confidential Information means non-public business, technical, or financial information one party (the "Discloser") gives the other (the "Recipient") in connection with this Agreement, including code, methods, algorithms, know-how, ideas, and Client Data.

7.2 During the term and for two (2) years after termination, the Recipient shall hold the Discloser's Confidential Information in confidence and use it only to perform under this Agreement, applying at least the same care it uses for its own confidential information.

7.3 Confidentiality obligations do not apply to information the Recipient can show:
(a) was publicly available without breach of this Agreement;
(b) was rightfully known before disclosure;
(c) was lawfully obtained from a third party with no confidentiality obligation; or
(d) was independently developed without use of the Discloser's Confidential Information.

7.4 Information that qualifies as a trade secret under Texas law remains protected as a trade secret for as long as it qualifies, with no time limit.

7.5 If the Recipient is required by law or court order to disclose Confidential Information, it shall, where lawful, give the Discloser prompt notice and a reasonable opportunity to seek a protective order.

7.6 On termination, the Recipient shall return or destroy all materials containing the Discloser's Confidential Information at the Discloser's election, except as it must retain by law.

8. Service Operations

8.1 Project Scope. SOWs and the related proposal contain all project-specific information, including scope, deliverables, performance thresholds, and supervision model.

8.2 Suspension Right. Client may instruct Service Provider in writing to immediately suspend any Service, for any reason. Service Provider shall comply within four (4) business hours.

8.3 Performance Warranty. Service Provider warrants that the Services shall:
(a) meet or exceed the SOW thresholds within ninety (90) days of deployment;
(b) demonstrate measurable improvement trends as documented in monthly reports; and
(c) maintain performance at or above thresholds, except during temporary upgrade or maintenance transitions, which shall not exceed five (5) business days.

Service Provider does not warrant specific accuracy on day one, identical performance across all input types, or performance continuity if Client modifies upstream systems without notice.

If the Services fail to meet this warranty, Service Provider's sole obligation is to remediate at no additional cost. If Service Provider cannot remediate within sixty (60) days, Client may terminate the affected SOW under Section 4.2.

8.4 Third-Party AI Model Dependency. Client acknowledges that the Services depend on third-party AI models subject to those providers' terms of service. Service Provider shall notify Client of material changes to those terms that affect the Services.

9. Data Ownership and Use

9.1 Client Data is and remains Client's property. Service Provider processes Client Data only to perform Services under this Agreement.

9.2 Client maintains all cloud and AI provider accounts. Service Provider accesses these accounts under Client's authorization. Client pays compute and API consumption costs directly.

9.3 Service Provider shall not use Client Data to train, fine-tune, or improve systems for other clients, develop general-purpose models or datasets, or for any purpose beyond this Agreement.

9.4 Service Provider shall apply commercially reasonable technical and organizational measures to protect Client Data. The SOW may specify additional controls.

9.5 The parties shall comply with all data-protection laws applicable to Client Data. Where this Agreement conflicts with applicable law, applicable law controls.

9.6 Service Provider shall notify Client without undue delay of any breach affecting Client Data and cooperate with Client's required regulatory notifications.

9.7 On request, Service Provider shall provide Client a list of material open-source components in the Deliverables and their licenses.

10. Regulatory Compliance and Optional Security Services

10.1 Any regulatory regime applicable to the Services shall be specified in the SOW.

10.2 Compliance-readiness work for HIPAA, GDPR, SOC 2, PCI-DSS, or similar frameworks shall be specified under the applicable SOW and is separate from the standard Services.

10.3 Service Provider will sign or facilitate any Business Associate Agreement or Data Processing Agreement for work that falls within a compliance regime. Service Provider does not issue certifications but will facilitate engagements with third parties who provide certifications.

10.4 Health Information; Determination and Safeguards. The Parties acknowledge that the Services may involve health-related information drawn from Client source systems, including case-management records and camp or program health records. Within thirty (30) days of the Effective Date, the Parties will jointly determine whether, and to what extent, that information is protected health information under HIPAA or protected health information under applicable state law. Where any such information will be created, received, maintained, transmitted, or accessed by Service Provider or its Subcontractors, the Parties will execute a Business Associate Agreement, and Service Provider will bind its non-U.S. personnel to an offshore access rider, before any such information is processed. Service Provider will not store or permit access to that information from outside the United States except as the rider permits.

11. Termination Transition

11.1 Within thirty (30) days of termination, Service Provider shall deliver to Client:
(a) all source code in its current state;
(b) complete technical documentation;
(c) deployment and operational runbooks;
(d) all Client Data, or certification of destruction at Client's written election; and
(e) knowledge transfer sessions of the hours stated in the SOW (default: sixteen (16) hours), included in the final month's fee.

11.2 On termination for any reason, Client names a point of contact, and Service Provider hands over what it developed through that person. Client is responsible for ensuring the team that takes over has the competencies to support the tech solutions delivered, which may include full-cycle software development, deployment, and DevOps support on cloud infrastructure. Client is solely responsible for any disruption from a lack of competencies or work effort by the people it retains.

12. Change Orders

12.1 Any material change to the scope of Services shall be documented in a written Change Order signed by both parties, specifying the change, its effect on timeline, and any additional cost.

13. Indemnification

13.1 Service Provider shall defend, indemnify, and hold Client harmless from third-party claims that the Deliverables infringe third-party intellectual property rights, except for claims arising from:
(a) Client-provided data, instructions, or modifications;
(b) use of third-party AI models, including any claim related to those models' training data, which are governed by the model providers' terms of service; or
(c) use of the Deliverables in ways not contemplated by the SOW.

13.2 Client shall defend, indemnify, and hold Service Provider harmless from third-party claims arising from:
(a) Client's use of Service outputs;
(b) Client Data Client provides for processing; or
(c) Client's failure to comply with applicable laws or regulations.

13.3 The indemnified party shall give prompt notice of any claim, allow the indemnifying party to control the defense, and cooperate at the indemnifying party's expense. The indemnifying party shall not settle a claim that imposes obligations on the indemnified party without the indemnified party's written consent.

14. Limitation of Liability

14.1 Except for the express warranties in this Agreement, the Deliverables and Services are provided as-is. Service Provider disclaims all implied warranties, including warranties of merchantability and fitness for a particular purpose.

14.2 Except for breaches of confidentiality, indemnification obligations, or willful misconduct, neither party's aggregate liability under this Agreement shall exceed the fees Client paid Service Provider in the twelve (12) months before the claim.

14.3 Neither party shall be liable for incidental, consequential, special, or punitive damages, lost profits, or loss or corruption of data, except for breaches of confidentiality or indemnification obligations.

14.4 This Section does not limit liability for death or bodily injury caused by a party's negligence or willful misconduct, fraud, or matters that cannot be limited by law.

15. Non-Solicitation

15.1 During the term and for two (2) years after termination, neither party shall solicit, employ, or engage as a contractor any employee, consultant, or Subcontractor of the other party who was materially involved in this Agreement, without the other party's prior written consent.

15.2 This restriction applies in Texas and any state where the parties have actively performed under this Agreement.

15.3 General job-board postings not directed at the other party's personnel are not solicitation.

16. Force Majeure and Disaster Recovery

16.1 Neither party is liable for failure to perform (other than payment obligations) caused by events beyond its reasonable control, including third-party AI provider outages, cloud infrastructure outages, cybersecurity attacks not caused by the affected party's negligence, government action, or natural disaster.

16.2 The affected party shall promptly notify the other and use reasonable efforts to resume performance. If a force majeure event continues for more than thirty (30) consecutive days, either party may terminate the affected SOW with written notice.

16.3 Service Provider shall maintain a disaster recovery and business continuity plan and shall provide a summary on request.

17. Export Control

17.1 Each party shall comply with all applicable export control laws and regulations.

17.2 Neither party shall export technical data acquired from the other party, or any product incorporating that data, in violation of applicable export control laws, without first obtaining any required license or approval.

18. Notices

18.1 Notices required under this Agreement shall be in writing and sent to the addresses each party provides in the SOW.

18.2 Notice is effective on:
(a) delivery, if hand-delivered;
(b) the next business day, if sent by recognized overnight courier;
(c) receipt, if sent by certified mail, return receipt requested; or
(d) confirmed receipt, if sent by email to the addresses on file.

19. Dispute Resolution

19.1 Executive Negotiation. The parties shall first attempt resolution through negotiation between executives with authority to settle. Negotiations shall begin within fourteen (14) days of a written request and shall conclude within thirty (30) days unless extended by mutual agreement.

19.2 Mediation. If executive negotiation does not resolve the dispute, either party may initiate mediation. The parties shall jointly appoint a mediator within thirty (30) days and share mediator costs equally.

19.3 Arbitration. If mediation does not resolve the dispute within sixty (60) days of mediator appointment, the dispute shall be resolved by binding arbitration under JAMS rules in Dallas County, Texas. If Client is located outside Texas, arbitration may be conducted virtually or at a neutral location the parties agree on.

19.4 Exclusive and Final. Arbitration under Section 19.3 is the sole and exclusive means of resolving any dispute under this Agreement, and its award is final and binding, subject only to the limited review the Federal Arbitration Act allows. Except to compel arbitration, enforce or vacate an award, or seek interim relief under Section 19.5, neither party may sue in court or have a dispute decided by a judge or jury. Judgment on the award may be entered in any court.

19.5 Interim Relief. Despite Section 19.4, either party may seek injunctive relief from a Dallas County, Texas court to prevent irreparable harm pending arbitration, without waiving arbitration.

19.6 Individual Basis. Disputes are arbitrated only on an individual basis; no class, collective, consolidated, or representative actions, and the arbitrator may not consolidate claims.

19.7 The arbitrator shall have experience in technology and commercial contracts. Arbitration proceedings shall be confidential, except as required for enforcement of the award. Each party bears its own attorneys' fees and costs; the parties share mediator and arbitrator fees equally.

19.8 This Agreement shall be governed by and construed under the laws of the State of Texas. Each party voluntarily and knowingly waives any right to a jury trial in any litigation arising under this Agreement.

20. General Provisions

20.1 Entire Agreement. This Agreement, with all SOWs and Change Orders, is the entire agreement between the parties on its subject matter and supersedes all prior agreements. If this Agreement and an SOW conflict, the SOW controls for that engagement.

20.2 Severability. If any part of this Agreement is held unenforceable, the rest remains in effect, and the unenforceable part shall be reformed to the minimum extent needed to make it enforceable.

20.3 No Partnership. This Agreement does not create a partnership, joint venture, or agency. Neither party may enter contracts on the other's behalf.

20.4 Assignment. Neither party may assign this Agreement without the other party's written consent, which shall not be unreasonably withheld. Either party may assign to a successor in a merger, acquisition, or sale of substantially all assets, provided the assignee agrees in writing to be bound by this Agreement.

20.5 Non-Exclusivity. Each party may engage with other parties for similar services.

20.6 Amendments. Amendments must be in writing and signed by both parties.

20.7 Counterparts. This Agreement may be signed in counterparts, including by electronic signature.

20.8 Published Version. This Agreement is published at esided.com/msa. The version in effect when a SOW is accepted governs that SOW. Updates apply only to SOWs accepted afterward and do not change any previously accepted SOW.