Master Services Agreement¶

Agreement Number: [MSA_NUMBER]

This Master Services Agreement ("Agreement" or "MSA") is entered into as of [EFFECTIVE_DATE] ("Effective Date") by and between:

Base2ML LLC ("Consultant") [CONSULTANT_ADDRESS] [CITY, STATE ZIP] Contact: [CONSULTANT_CONTACT_NAME] Email: [CONSULTANT_EMAIL] Phone: [CONSULTANT_PHONE]

and

[CLIENT_LEGAL_NAME] ("Client") [CLIENT_ADDRESS] [CITY, STATE ZIP] Contact: [CLIENT_CONTACT_NAME] Email: [CLIENT_EMAIL] Phone: [CLIENT_PHONE]

Consultant and Client are each a "Party" and collectively the "Parties."

1. Definitions¶

"Confidential Information" means all non-public information disclosed by either Party to the other in connection with this Agreement or any SOW, whether disclosed orally, in writing, electronically, or by inspection.

"Deliverables" means the tangible work products, reports, configurations, and materials created by Consultant specifically for Client under a Statement of Work.

"Metis Platform" means Consultant's proprietary RAG-based document intelligence platform, including all associated software, algorithms, models, configurations, and documentation.

"Pre-Existing IP" means intellectual property owned or licensed by either Party prior to the Effective Date or developed independently outside the scope of this Agreement, including Consultant's tools, frameworks, methodologies, templates, and the Metis Platform.

"Services" means the consulting, development, configuration, training, and support activities described in a Statement of Work.

"Statement of Work" or "SOW" means a document executed by both Parties that describes the specific Services, Deliverables, timeline, and pricing for a particular engagement under this Agreement.

"Work Product" means all inventions, works of authorship, designs, and materials created by Consultant specifically for Client in performing the Services under a SOW, excluding Pre-Existing IP.

2. Relationship of the Parties¶

2.1 Independent Contractor¶

Consultant is an independent contractor. Nothing in this Agreement creates an employment, agency, partnership, or joint venture relationship. Consultant is responsible for its own taxes, insurance, and benefits.

2.2 Non-Exclusivity¶

This Agreement is non-exclusive. Consultant may provide services to other clients, and Client may engage other consultants or service providers.

2.3 Subcontractors¶

Consultant may engage subcontractors to perform portions of the Services, provided that Consultant remains responsible for the quality of all work and ensures that subcontractors are bound by confidentiality obligations at least as protective as those in this Agreement.

3. Statements of Work¶

3.1 Project Governance¶

Each project or engagement under this Agreement will be governed by a Statement of Work signed by both Parties. Each SOW will reference this MSA and will include, at minimum: a description of the Services, Deliverables, timeline, pricing, and payment schedule.

3.2 Conflict Between MSA and SOW¶

In the event of a conflict between this MSA and a SOW, the terms of the SOW will control with respect to that particular engagement, except that the SOW may not reduce or eliminate the protections in Sections 5 (Confidentiality), 6 (Data Protection), 8 (Limitation of Liability), or 9 (Indemnification) of this MSA.

3.3 Incorporation¶

Each SOW, when signed by both Parties, is incorporated into and governed by this Agreement.

4. Payment Terms¶

4.1 Fees¶

Client will pay Consultant the fees specified in each SOW. Unless a SOW states otherwise, all fees are quoted in U.S. dollars and are exclusive of applicable taxes.

4.2 Invoicing and Payment¶

Unless a SOW specifies otherwise, Consultant will submit invoices in accordance with the payment schedule in the applicable SOW, and payment is due within thirty (30) days of the invoice date.

4.3 Late Payment¶

Payments not received within the specified terms will accrue interest at a rate of one and one-half percent (1.5%) per month, or the maximum rate permitted by law, whichever is less.

4.4 Suspension of Services¶

If any payment is more than thirty (30) days overdue, Consultant may suspend performance of Services upon ten (10) days' written notice to Client. Suspension does not extend deadlines or reduce Client's payment obligations. Services will resume within five (5) business days of receipt of all outstanding payments.

4.5 Expenses¶

Client will reimburse Consultant for reasonable expenses pre-approved in writing by Client and documented with receipts, unless the applicable SOW provides a different arrangement.

5. Confidentiality¶

5.1 Obligations¶

Each Party agrees to:

Hold the other Party's Confidential Information in strict confidence
Use such information only for purposes of this Agreement and the applicable SOW
Protect such information with at least the same degree of care it uses for its own confidential information, and no less than reasonable care
Limit disclosure to employees, contractors, and advisors who have a need to know and are bound by confidentiality obligations at least as protective as these

5.2 Exclusions¶

Confidential Information does not include information that:

Is or becomes publicly available through no fault of the receiving Party
Was already known to the receiving Party before disclosure, as evidenced by written records
Is independently developed by the receiving Party without use of or reference to the disclosing Party's Confidential Information
Is received from a third party who is not under an obligation of confidentiality with respect to such information
Is required to be disclosed by law, regulation, or court order, provided the receiving Party gives the disclosing Party prompt written notice (where legally permitted) and cooperates with efforts to limit the scope of disclosure

5.3 Survival¶

The obligations under this Section 5 survive termination or expiration of this Agreement for a period of two (2) years.

6. Data Protection¶

6.1 Client Data Ownership¶

All data provided by Client or generated from Client's data during the performance of Services ("Client Data") remains the sole property of Client. Consultant acquires no rights in Client Data except the limited right to process it as necessary to perform the Services.

6.2 Processing Limitations¶

Consultant will process Client Data only for the purposes described in the applicable SOW. Consultant will not use Client Data for any other purpose, including training machine learning models on Client-specific data, without Client's prior written consent.

6.3 Security Measures¶

Consultant will implement and maintain reasonable administrative, technical, and physical safeguards to protect Client Data against unauthorized access, disclosure, alteration, or destruction, consistent with industry standards for the type of data involved.

6.4 Data Return and Deletion¶

Within thirty (30) days of termination or expiration of this Agreement or the applicable SOW, Consultant will, at Client's direction, either return all Client Data in a commercially reasonable format or securely delete it and provide written certification of deletion. Consultant may retain copies only as required by applicable law, subject to ongoing confidentiality obligations.

6.5 Breach Notification¶

Consultant will notify Client in writing within seventy-two (72) hours of discovering any unauthorized access to or disclosure of Client Data, and will cooperate with Client in investigating and mitigating the impact of any such incident.

7. Intellectual Property¶

7.1 Work Product¶

Upon full payment of all fees due under the applicable SOW, Consultant assigns to Client all right, title, and interest in and to the Work Product, including all intellectual property rights therein. Consultant will execute any documents reasonably necessary to perfect Client's ownership.

7.2 Pre-Existing IP¶

Consultant retains all right, title, and interest in and to its Pre-Existing IP. Nothing in this Agreement transfers ownership of Pre-Existing IP to Client.

7.3 License to Pre-Existing IP in Deliverables¶

To the extent any Deliverables incorporate or depend on Consultant's Pre-Existing IP, Consultant grants Client a non-exclusive, non-transferable, royalty-free license to use such Pre-Existing IP solely as embedded in the Deliverables and solely for Client's internal business purposes during the term of the applicable SOW. For clarity, a custom deployment or configuration of the Metis Platform does not constitute a transfer of the underlying software ownership.

7.3a Restrictions¶

Client will not: (a) reverse engineer, decompile, disassemble, or attempt to derive the source code of any Consultant IP or the Metis Platform; (b) resell, sublicense, distribute, or provide access to the Metis Platform or any Consultant IP to any third party; (c) create derivative works based on the Metis Platform; or (d) use the Metis Platform or Consultant IP for any purpose other than Client's internal business use as described in the applicable SOW.

7.4 Metis Platform¶

The Metis Platform is and remains the sole property of Consultant. Client receives a limited, non-exclusive, non-transferable license to access and use the Metis Platform during the term of the applicable SOW, solely for the purposes described in that SOW. This license terminates upon expiration or termination of the applicable SOW unless otherwise agreed in writing.

7.5 Feedback¶

If Client provides suggestions, ideas, or feedback regarding the Metis Platform or Consultant's services ("Feedback"), Client grants Consultant a non-exclusive, worldwide, royalty-free, perpetual license to use, modify, and incorporate such Feedback into Consultant's products and services. Consultant will not identify Client as the source of any Feedback without Client's consent.

7a. AI and Platform Performance Disclaimer¶

The Metis Platform and any AI-powered analysis, recommendations, or outputs provided as part of the Services are tools to assist Client's decision-making. Consultant does not guarantee the accuracy, completeness, or reliability of AI-generated outputs. Performance of AI-based features depends on the quality, completeness, structure, and volume of Client-provided data and the Client's operating environment. AI outputs do not constitute professional advice (legal, financial, regulatory, or otherwise) and are not a substitute for qualified professional judgment. Client assumes sole responsibility for validating and acting upon any insights, findings, or recommendations generated by the platform.

7b. Support and Service Levels¶

Unless expressly specified in a separate paid support agreement or in the applicable SOW, this Agreement does not include ongoing technical support, maintenance, system monitoring, hosting, or guaranteed response times. Consultant has no obligation to provide support services, updates, or bug fixes beyond the scope of the applicable SOW. If Client requires ongoing support or service level guarantees, those terms must be documented in a separate SOW or support addendum with associated fees.

8. Representations, Warranties, and Disclaimers¶

8.1 Consultant Warranties¶

Consultant represents and warrants that:

Services will be performed in a professional and workmanlike manner, consistent with generally accepted industry standards
Consultant has the authority to enter into this Agreement and to grant the rights described herein
The Services and Deliverables will not, to Consultant's knowledge, infringe any third party's intellectual property rights
Consultant will comply with all applicable laws and regulations in performing the Services

8.2 Client Warranties¶

Client represents and warrants that:

Client has the authority to enter into this Agreement
Client owns or has the necessary rights and permissions to provide all data and materials shared with Consultant for use in the Services
Client will comply with all applicable laws and regulations related to the data and materials it provides

8.3 Disclaimer¶

EXCEPT FOR THE EXPRESS WARRANTIES STATED ABOVE, CONSULTANT PROVIDES THE SERVICES AND DELIVERABLES "AS IS." CONSULTANT DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

9. Limitation of Liability¶

9.1 Cap on Liability¶

The total aggregate liability of either Party for all claims arising under or related to a particular SOW will not exceed the total fees paid or payable by Client under that SOW during the twelve (12) months immediately preceding the event giving rise to the claim.

9.2 Exclusion of Consequential Damages¶

Neither Party will be liable to the other for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, revenue, data, or business opportunity, regardless of the cause of action or the theory of liability, even if advised of the possibility of such damages.

9.3 Exceptions¶

The limitations in Sections 9.1 and 9.2 do not apply to:

Breaches of confidentiality under Section 5
Infringement of intellectual property rights
Either Party's gross negligence or willful misconduct
Indemnification obligations under Section 10

10. Indemnification¶

10.1 Mutual Indemnification¶

Each Party ("Indemnifying Party") agrees to indemnify, defend, and hold harmless the other Party and its officers, directors, employees, and agents ("Indemnified Party") from and against any third-party claims, demands, damages, losses, liabilities, and expenses (including reasonable attorneys' fees) arising out of or relating to:

The Indemnifying Party's breach of this Agreement
The Indemnifying Party's negligence or willful misconduct
Any claim that materials provided by the Indemnifying Party infringe a third party's intellectual property rights

10.2 Indemnification Procedure¶

The Indemnified Party will:

Provide prompt written notice of any claim (failure to provide timely notice will not relieve the Indemnifying Party except to the extent it is materially prejudiced)
Grant the Indemnifying Party sole control of the defense and settlement of the claim
Provide reasonable cooperation at the Indemnifying Party's expense

11. Term and Termination¶

11.1 Term¶

This Agreement is effective as of the Effective Date and will remain in effect until terminated by either Party in accordance with this Section 11.

11.2 Termination for Convenience¶

Either Party may terminate this Agreement by providing thirty (30) days' written notice to the other Party.

11.3 Termination for Cause¶

Either Party may terminate this Agreement immediately upon written notice if the other Party:

Materially breaches this Agreement and fails to cure such breach within fifteen (15) days of receiving written notice specifying the breach
Becomes insolvent, files for bankruptcy, or has a receiver appointed for a substantial part of its assets

11.4 Effect on Active SOWs¶

Upon termination of this Agreement:

Active SOWs may, at the mutual written agreement of both Parties, continue in effect subject to the terms of this Agreement until the SOW is completed or separately terminated
If no such agreement is reached, active SOWs terminate on the same date as this Agreement
Client will pay for all Services performed through the effective date of termination

11.5 Survival¶

The following provisions survive termination or expiration of this Agreement: Section 1 (Definitions), Section 5 (Confidentiality), Section 6 (Data Protection), Section 7 (Intellectual Property), Section 8 (Warranties and Disclaimers), Section 9 (Limitation of Liability), Section 10 (Indemnification), Section 12 (Dispute Resolution), and Section 13 (General Provisions).

12. Dispute Resolution¶

The Parties agree to resolve any dispute arising under or relating to this Agreement or any SOW through the following process:

Good-Faith Negotiation. The Parties will first attempt to resolve the dispute through direct negotiation between their authorized representatives for a period of thirty (30) days from written notice of the dispute.
Mediation. If negotiation does not resolve the dispute, the Parties will submit it to mediation administered by a mutually agreed-upon mediator in Pittsburgh, Pennsylvania. The costs of mediation will be shared equally.
Binding Arbitration. If mediation fails to resolve the dispute within sixty (60) days of the mediator's appointment, the dispute will be resolved by binding arbitration conducted in Pittsburgh, Pennsylvania, in accordance with the Commercial Arbitration Rules of the American Arbitration Association. The arbitrator's decision will be final and enforceable in any court of competent jurisdiction.

Governing Law. This Agreement is governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania, without regard to its conflict of laws principles.

13. General Provisions¶

Entire Agreement. This Agreement, together with all executed SOWs, constitutes the entire agreement between the Parties and supersedes all prior discussions, negotiations, and agreements, whether written or oral, relating to the subject matter hereof.

Amendments. This Agreement may be amended only by a written instrument signed by both Parties. No SOW may amend this Agreement except as expressly permitted in this MSA.

Assignment. Neither Party may assign this Agreement or any SOW without the prior written consent of the other Party, except in connection with a merger, acquisition, or sale of substantially all of its assets. Any attempted assignment in violation of this section is void.

Severability. If any provision of this Agreement is found to be invalid or unenforceable by a court of competent jurisdiction, the remaining provisions will continue in full force and effect, and the invalid provision will be modified to the minimum extent necessary to make it valid and enforceable.

Waiver. The failure of either Party to enforce any provision of this Agreement will not constitute a waiver of that Party's right to enforce that provision or any other provision in the future.

Notices. All notices under this Agreement must be in writing and will be deemed delivered when: (a) delivered personally, (b) sent by email with confirmed receipt, or (c) three (3) business days after being sent by registered or certified mail, return receipt requested, to the addresses listed above or to such other address as a Party may designate in writing.

Force Majeure. Neither Party will be liable for delays or failures in performance resulting from causes beyond its reasonable control, including but not limited to natural disasters, pandemics, government actions, labor disputes, or internet or infrastructure outages. The affected Party will provide prompt notice and use reasonable efforts to mitigate the impact.

Counterparts. This Agreement may be executed in counterparts, including by electronic signature, each of which will be deemed an original and all of which together will constitute one and the same instrument.

14. Signatures¶

The Parties have executed this Master Services Agreement as of the Effective Date.

Base2ML LLC


Signature:	________
Name:	[CONSULTANT_SIGNER_NAME]
Title:	[CONSULTANT_SIGNER_TITLE]
Date:	________

[CLIENT_LEGAL_NAME]


Signature:	________
Name:	[CLIENT_SIGNER_NAME]
Title:	[CLIENT_SIGNER_TITLE]
Date:	________