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MASTER SERVICES AGREEMENT This Master Services Agreement ("Agreement") is entered into as of January 15, 2025, by and between TechCorp Solutions Inc., a Delaware corporation with its principal place of business at 123 Innovation Drive, San Francisco, CA 94105 ("Client") and Professional Services LLC, a Delaware limited liability company with its principal place of business at 456 Commerce Street, New York, NY 10001 ("Contractor"). WHEREAS, Client desires to engage Contractor to provide certain professional services; and WHEREAS, Contractor agrees to provide such services subject to the terms and conditions set forth herein. NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows: 1. SCOPE OF WORK The Contractor shall provide software development, consulting, and technical advisory services as detailed in the Statement of Work attached hereto as Exhibit A. The Contractor shall complete all work within 90 days of contract execution, with milestone deliverables due at 30-day intervals. All work shall be performed in accordance with industry best practices and applicable professional standards. 2. PAYMENT TERMS Client agrees to pay Contractor a total fee of $250,000 for the services rendered under this Agreement. Payment shall be made in three installments: (i) $83,333 upon execution of this Agreement; (ii) $83,333 upon completion of Phase 1 deliverables; and (iii) $83,334 upon final delivery and acceptance. Payment terms are Net 45 days from invoice date. Late payments shall accrue interest at a rate of 1.5% per month or the maximum rate permitted by law, whichever is less. 3. DELIVERABLES AND ACCEPTANCE The Contractor agrees to deliver all specified work products in accordance with the project timeline and quality standards outlined in Exhibit A. Client shall have 15 business days to review and accept or reject deliverables. Acceptance shall not be unreasonably withheld. Any rejected deliverables must be accompanied by specific written feedback, and Contractor shall have 10 business days to cure any deficiencies. 4. INTELLECTUAL PROPERTY RIGHTS All work product, including but not limited to software code, documentation, designs, and related materials created by Contractor in the performance of services under this Agreement shall be considered "work made for hire" under U.S. copyright law. To the extent any work product does not qualify as work made for hire, Contractor hereby assigns all right, title, and interest in such work product to Client. Contractor retains ownership of any pre-existing intellectual property and grants Client a perpetual, worldwide, non-exclusive license to use such pre-existing materials as incorporated into the deliverables. 5. CONFIDENTIALITY Both parties agree to maintain confidentiality of all proprietary information shared during the course of this engagement. "Confidential Information" includes, but is not limited to, trade secrets, business plans, technical data, customer lists, and financial information. Each party shall protect Confidential Information with the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care. This obligation shall survive termination of this Agreement for a period of five years. 6. WARRANTIES AND REPRESENTATIONS Contractor warrants that: (i) it has the right and authority to enter into this Agreement; (ii) the services will be performed in a professional and workmanlike manner; (iii) the deliverables will be free from material defects for a period of 90 days following acceptance; and (iv) the deliverables will not infringe upon any third-party intellectual property rights. Client warrants that it has the authority to enter into this Agreement and will provide timely feedback and necessary resources for Contractor to perform the services. 7. LIMITATION OF LIABILITY Except for breaches of confidentiality or intellectual property provisions, neither party shall be liable for any indirect, incidental, consequential, or punitive damages arising out of this Agreement. Contractor's total liability under this Agreement is capped at 50% of the total fees paid or payable under this Agreement. This limitation shall not apply to damages arising from gross negligence or willful misconduct. 8. INDEMNIFICATION Each party agrees to indemnify, defend, and hold harmless the other party from and against any claims, damages, losses, and expenses (including reasonable attorneys' fees) arising out of: (i) breach of this Agreement; (ii) negligence or willful misconduct; or (iii) violation of applicable laws. Contractor shall indemnify Client against any third-party claims alleging that the deliverables infringe intellectual property rights. 9. TERM AND TERMINATION This Agreement shall commence on the Effective Date and continue until completion of all services, unless earlier terminated as provided herein. Either party may terminate this Agreement with 30 days written notice. Client may terminate immediately for cause upon written notice if Contractor materially breaches this Agreement and fails to cure within 15 days. Upon termination, Client shall pay Contractor for all services performed and expenses incurred through the termination date. 10. DISPUTE RESOLUTION Any disputes arising under this Agreement shall first be subject to good faith negotiation between the parties' senior executives. If not resolved within 30 days, the dispute shall be submitted to binding arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association. The arbitration shall be conducted in San Francisco, California. The prevailing party shall be entitled to recover reasonable attorneys' fees and costs. 11. GENERAL PROVISIONS This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws principles. This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements and understandings. No modification shall be effective unless in writing and signed by both parties. If any provision is found unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other party. IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above. TECHCORP SOLUTIONS INC. PROFESSIONAL SERVICES LLC By: _________________________ By: _________________________ Name: Sarah Johnson Name: Michael Chen Title: Chief Executive Officer Title: Managing Director Date: January 15, 2025 Date: January 15, 2025
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Scope of Work

"The Contractor shall provide software development, consulting, and technical advisory services as detailed in the Statement of Work attached hereto as Exhibit A. The Contractor shall complete all work within 90 days of contract execution, with milestone deliverables due at 30-day intervals. All work shall be performed in accordance with industry best practices and applicable professional standards."

Defines Contractor responsibilities, deliverables, and 90-day timeline. Industry standard.

Notes

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Pre-Agreed Term Match

Expected:

Contractor to provide software development, consulting, and technical advisory services as detailed in Exhibit A. Work to be completed within 90 days, with milestone deliverables due at 30-day intervals. All work performed in accordance with industry best practices and applicable professional standards.

Notes:

Ensure specific deliverables and timelines are detailed in Exhibit A.

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Payment Terms

Client agrees to pay Contractor a total fee of $250,000 for the services rendered under this Agreement. Payment shall be made in three installments: (i) $83,333 upon execution of this Agreement; (ii) $83,333 upon completion of Phase 1 deliverables; and (iii) $83,334 upon final delivery and acceptance. Payment terms are Net 45 days from invoice date. Late payments shall accrue interest at a rate of 1.5% per month or the maximum rate permitted by law, whichever is less.

Deliverables

The Contractor agrees to deliver all specified work products in accordance with the project timeline and quality standards outlined in Exhibit A. Client shall have 15 business days to review and accept or reject deliverables. Acceptance shall not be unreasonably withheld. Any rejected deliverables must be accompanied by specific written feedback, and Contractor shall have 10 business days to cure any deficiencies.

Intellectual Property

All work product, including but not limited to software code, documentation, designs, and related materials created by Contractor in the performance of services under this Agreement shall be considered "work made for hire" under U.S. copyright law. To the extent any work product does not qualify as work made for hire, Contractor hereby assigns all right, title, and interest in such work product to Client. Contractor retains ownership of any pre-existing intellectual property and grants Client a perpetual, worldwide, non-exclusive license to use such pre-existing materials as incorporated into the deliverables.

Confidentiality

Both parties agree to maintain confidentiality of all proprietary information shared during the course of this engagement. "Confidential Information" includes, but is not limited to, trade secrets, business plans, technical data, customer lists, and financial information. Each party shall protect Confidential Information with the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care. This obligation shall survive termination of this Agreement for a period of five years.

Warranties

Contractor warrants that: (i) it has the right and authority to enter into this Agreement; (ii) the services will be performed in a professional and workmanlike manner; (iii) the deliverables will be free from material defects for a period of 90 days following acceptance; and (iv) the deliverables will not infringe upon any third-party intellectual property rights. Client warrants that it has the authority to enter into this Agreement and will provide timely feedback and necessary resources for Contractor to perform the services.

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