Master Service Agreement

This is NexaDev's standard Master Service Agreement template. Actual project engagements are governed by a signed copy of this MSA together with an executed Statement of Work (SOW). This page is for reference only and does not constitute a binding agreement.

1. Definitions

• "Services" — The software development, design, consulting, and related services described in a Statement of Work
• "Deliverables" — The tangible work product created by Developer under a SOW, including source code, designs, documentation, and deployed applications
• "Background IP" — Pre-existing intellectual property owned by Developer prior to the engagement, including tools, libraries, frameworks, and methodologies
• "Work Product" — All new intellectual property created specifically for Client under a SOW
• "Confidential Information" — Any non-public business, technical, or financial information disclosed by either party
• "Change Order" — A written amendment to a SOW modifying scope, timeline, or cost
• "Acceptance Criteria" — The specifications against which Deliverables are evaluated, as defined in each SOW

2. Scope of Services

Services are defined in individual Statements of Work (SOW) attached to this MSA. Each SOW will include: project description and objectives, deliverables with specifications, timeline and milestones, acceptance criteria, project-specific pricing, and key personnel. This MSA governs all SOWs executed between the parties.

3. Payment Terms

• Rate: $150/hour, or project-based pricing as defined in each SOW
• Milestone structure:
  • 30% upon SOW execution (non-refundable deposit)
  • 40% upon achievement of mid-project milestone defined in SOW
  • 30% upon final delivery and acceptance
• Invoices: Due Net 15 from invoice date
• Late payment: Interest accrues at 1.5% per month on overdue balances
• Expenses: Pre-approved out-of-pocket expenses (hosting, third-party services, etc.) are reimbursable at cost

Client's obligation to pay is not contingent on any third-party funding, approval, or event.

4. Intellectual Property

4.1 Work Product (New Work)

All custom source code, designs, documentation, and other work product created specifically for Client under a SOW shall be considered "work made for hire" under the Copyright Act (17 U.S.C. § 101). To the extent any Work Product does not qualify as work made for hire, Developer hereby irrevocably assigns to Client all right, title, and interest in and to such Work Product, including all intellectual property rights therein.

IP transfer is contingent upon receipt of full final payment. Until all amounts due under the applicable SOW are paid in full, Developer retains all rights in the Work Product.

4.2 Background IP (Pre-Existing)

Developer retains ownership of all Background IP. To the extent Background IP is incorporated into Deliverables, Developer grants Client a perpetual, non-exclusive, worldwide, royalty-free license to use, modify, and distribute such Background IP solely as part of the Deliverables.

4.3 Third-Party and Open-Source Components

Deliverables may incorporate third-party or open-source software governed by their respective licenses. Developer will disclose all third-party components used and ensure license compatibility with Client's intended use.

5. Confidentiality

• Both parties agree to hold the other's Confidential Information in strict confidence and not to disclose it to third parties except as necessary to perform the Services
• Exclusions: Information that is publicly available, independently developed, or rightfully received from a third party without confidentiality obligations
• Confidential Information may be disclosed to employees and subcontractors on a need-to-know basis, provided they are bound by equivalent confidentiality obligations
• Confidentiality obligations survive termination for 3 years, except for trade secrets which are protected indefinitely
• Upon termination, each party will return or destroy all Confidential Information of the other party upon written request

6. Warranties

• Developer warrants that Services will be performed in a professional and workmanlike manner consistent with industry standards
• Deliverables will materially conform to the specifications set forth in the applicable SOW
• To Developer's knowledge, Deliverables will not infringe any third-party intellectual property rights
• Developer has the authority to enter this Agreement and assign intellectual property as described
• Warranty period: 90 days from acceptance of each Deliverable, during which Developer will correct material defects at no additional cost

EXCEPT FOR THE EXPRESS WARRANTIES ABOVE, DEVELOPER DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

7. Acceptance and Testing

• Client has 10 business days from delivery to review and test each Deliverable against the Acceptance Criteria defined in the SOW
• Client must provide written acceptance or a detailed written description of deficiencies
• Developer has 10 business days to cure any identified deficiencies
• If Client does not respond within the acceptance period, the Deliverable is deemed accepted

8. Change Orders

Any changes to the scope, timeline, or cost of a SOW must be documented in a written Change Order signed by both parties before work begins. Each Change Order will describe: the proposed change, impact on timeline, and impact on cost.

Developer is not obligated to perform work outside the SOW unless a Change Order is executed by both parties. Verbal or email requests for changes are not binding.

9. Support and Maintenance

• Warranty period: Bug fixes for material defects are included for 90 days post-acceptance
• Post-warranty support: Available under a separate maintenance agreement or at the standard hourly rate
• A "bug" is defined as a deviation from the specifications in the SOW. Feature requests, enhancements, and changes to requirements are not bugs and are subject to Change Orders

10. Termination

10.1 Termination for Convenience

Either party may terminate this Agreement or any SOW with 30 days' written notice.

10.2 Termination for Cause

Either party may terminate immediately upon written notice if the other party materially breaches this Agreement and fails to cure within 15 days of written notice of the breach.

10.3 Effect of Termination

• Client pays for all Services performed and expenses incurred through the termination date
• IP for all paid-for Work Product transfers to Client
• Work Product for which payment has not been received remains the property of Developer
• Both parties will return or destroy the other's Confidential Information
• Sections that survive termination: Confidentiality, IP Ownership (for paid work), Indemnification, Limitation of Liability, and Governing Law

11. Indemnification

11.1 Developer Indemnifies Client

Developer will defend, indemnify, and hold harmless Client against third-party claims that Deliverables infringe intellectual property rights, or claims arising from Developer's gross negligence or willful misconduct.

11.2 Client Indemnifies Developer

Client will defend, indemnify, and hold harmless Developer against claims arising from Client-provided materials or content, or Client's use of Deliverables in violation of applicable law.

11.3 Indemnification Procedure

The indemnified party must provide prompt written notice, allow the indemnifying party to control the defense, and not settle without the indemnifying party's written consent.

12. Limitation of Liability

NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, REGARDLESS OF THE FORM OF ACTION.

Each party's total aggregate liability under this Agreement shall not exceed two times (2x) the total fees paid or payable under the applicable SOW.

Exceptions: This cap does not apply to breaches of confidentiality, intellectual property indemnification obligations, or willful misconduct.

13. Independent Contractor

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

14. Non-Solicitation

During the term of this Agreement and for 12 months following termination, neither party will directly solicit for employment any employee or contractor of the other party who was involved in performing or receiving Services.

15. Force Majeure

Neither party is liable for delays or failures in performance caused by events beyond reasonable control, including natural disasters, pandemics, government actions, internet outages, or acts of war.

16. Governing Law and Dispute Resolution

• This Agreement is governed by the laws of the State of Texas
• Disputes shall first be addressed through good-faith negotiation for 30 days
• If not resolved, disputes shall be submitted to mediation in Dallas, Texas
• If mediation fails, disputes shall be resolved by binding arbitration or litigation in the state or federal courts of Dallas County, Texas

17. General Provisions

• Entire Agreement: This MSA, together with all executed SOWs and Change Orders, constitutes the complete agreement between the parties
• Amendments: Must be in writing and signed by both parties
• Assignment: Neither party may assign this Agreement without the other's prior written consent
• Severability: If any provision is unenforceable, the remainder survives
• Waiver: Failure to enforce any provision is not a waiver of future enforcement
• Notices: Written notices must be sent to the addresses specified in the applicable SOW
• Counterparts: This Agreement may be executed in counterparts, including electronic signatures

18. Contact

• Email: legal@nexadev.ai
• Address: NexaDev (NEXA DEV LLC), Dallas, TX 75219, United States

Disclaimer: This MSA template is provided for informational purposes. NexaDev recommends that both parties review the agreement with qualified legal counsel before execution. This template does not constitute legal advice.