NextGen SMB LLC – Master Services Agreement (Version 1.1)

1. Definitions

For purposes of this Agreement, the following terms shall have the meanings set forth below:

• "Agreement" means this Master Services Agreement, including all exhibits, schedules, and amendments hereto.
• "Client" means the individual or entity that accepts a Quote or Statement of Work issued by the Company.
• "Confidential Information" means any non-public information disclosed by one party to the other, whether orally, in writing, or by any other means, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure.
• "Deliverables" means any work product, documents, materials, systems, configurations, or other items created or developed by the Company for the Client as part of the Services.
• "Quote" means a written proposal issued by the Company describing the Services to be provided, applicable fees, and other relevant terms.
• "Services" means the consulting, implementation, automation, or other professional services to be provided by the Company as described in a Quote or Statement of Work.
• "Statement of Work" or "SOW" means a document that describes the specific Services, Deliverables, timeline, and fees for a particular engagement.
• "Third-Party Platforms" means any software, applications, services, or platforms owned or operated by third parties that may be used in connection with the Services.

2. Scope of Services

2.1 Services. The Company agrees to provide the Services described in each Quote or Statement of Work accepted by the Client. The specific scope, timeline, and Deliverables for each engagement shall be set forth in the applicable Quote or Statement of Work.

2.2 Change Orders. Any changes to the scope of Services must be documented in a written change order signed by both parties. Additional fees may apply for changes that expand the original scope of work.

2.3 Client Cooperation. Client agrees to provide timely access to personnel, systems, data, and other resources reasonably necessary for the Company to perform the Services. Delays caused by Client's failure to provide required access or information may result in adjusted timelines and additional fees.

2.4 Third-Party Platforms. The Services may involve the use, configuration, or integration of Third-Party Platforms. Third-party platforms, software, and services (including but not limited to automation tools, AI platforms, CRMs, and integration services) are not owned or controlled by Company and are governed solely by the terms and policies of their respective providers. Company is not responsible for third-party service availability, pricing changes, outages, or failures. Client acknowledges that such platforms are subject to their own terms of service, privacy policies, and licensing agreements.

3. Fees and Payment

3.1 Fees. Client agrees to pay the fees set forth in each Quote or Statement of Work. Unless otherwise specified, all fees are quoted in U.S. dollars.

3.2 Payment Terms. Client agrees to pay all fees in accordance with the payment schedule set forth in the applicable Quote or Statement of Work. Unless otherwise stated, fifty percent (50%) of the total project fees are due upon acceptance of the applicable Quote, and the remaining fifty percent (50%) is due upon delivery or acceptance of the Services.

Company is not obligated to commence or continue Services until the applicable initial payment has been received. Final payment shall be due upon Client's acceptance of the Services or upon expiration of the acceptance period described in the applicable Quote or Statement of Work, whichever occurs first.

Client authorizes Company to charge the payment method on file for all amounts due in accordance with the agreed payment schedule.

3.3 Late Payments. Overdue amounts shall accrue interest at the rate of 1.5% per month or the maximum rate permitted by law, whichever is less. Client shall be responsible for all costs of collection, including reasonable attorneys' fees.

3.4 Taxes. All fees are exclusive of applicable taxes. Client is responsible for paying all sales, use, value-added, or other taxes associated with the Services, excluding taxes based on the Company's income.

3.5 Expenses. Unless otherwise agreed in writing, the Company shall be responsible for its own expenses incurred in performing the Services. Any pre-approved, reimbursable expenses shall be invoiced at cost with supporting documentation.

4. Term and Termination

4.1 Term. This Agreement shall remain in effect until terminated by either party in accordance with this Section. Individual Quotes and Statements of Work shall have their own specified terms.

4.2 Termination for Convenience. Either party may terminate this Agreement or any Quote or Statement of Work upon thirty (30) days' prior written notice to the other party.

4.3 Termination for Cause. Either party may terminate this Agreement or any Quote or Statement of Work immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within fifteen (15) days after receiving written notice of the breach.

4.4 Effect of Termination. Upon termination, Client shall pay the Company for all Services performed and expenses incurred through the effective date of termination. Sections 5 (Confidentiality), 6 (Intellectual Property), 7 (Warranties and Disclaimers), 8 (Limitation of Liability), 9 (Indemnification), and 10 (General Provisions) shall survive termination.

4.5 Subscription Services; Effect of Cancellation. For Services provided on a recurring or subscription basis, fees are billed in advance for each billing period as specified in the applicable Quote or Statement of Work.

Termination or cancellation by Client shall be effective at the end of the then-current billing period unless otherwise expressly stated in writing by Company. Client shall remain responsible for all fees due for the remainder of the current billing period, and no refunds or prorations shall be provided for partially used billing periods.

Upon expiration or termination of a subscription, access to subscription-based Services may be discontinued at the end of the applicable paid term.

5. Confidentiality

5.1 Confidential Information. Each party agrees to hold the other party's Confidential Information in strict confidence and not to disclose such information to any third party except as necessary to perform its obligations under this Agreement.

5.2 Permitted Disclosures. A party may disclose Confidential Information to its employees, contractors, and agents who have a need to know such information and are bound by confidentiality obligations at least as protective as those contained herein.

5.3 Exclusions. Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was rightfully in the receiving party's possession prior to disclosure; (c) is rightfully obtained from a third party without restriction on disclosure; or (d) is independently developed without use of the disclosing party's Confidential Information.

5.4 Required Disclosure. A party may disclose Confidential Information if required by law, provided that the party gives prompt notice to the other party (to the extent legally permitted) and reasonably cooperates with the other party's efforts to obtain protective treatment.

6. Intellectual Property

6.1 Client Ownership of Deliverables. Upon full payment of all applicable fees, Client shall own all right, title, and interest in and to the Deliverables created specifically for Client under this Agreement, excluding any Pre-Existing Materials and Third-Party Materials.

6.2 Pre-Existing Materials. Notwithstanding Client ownership of Deliverables, Company retains all right, title, and interest in and to its pre-existing materials, methodologies, frameworks, templates, scripts, automations, configurations, know-how, and general intellectual property, whether or not embedded in or used to create Deliverables ("Pre-Existing Materials"). To the extent Pre-Existing Materials are incorporated into any Deliverables, the Company grants Client a non-exclusive, royalty-free, perpetual license to use such Pre-Existing Materials solely as part of the Deliverables.

6.3 Third-Party Platforms. All Third-Party Platforms used in connection with the Services remain subject to their respective owners' terms of service, licensing agreements, and intellectual property rights. Third-party platforms, software, and services (including but not limited to automation tools, AI platforms, CRMs, and integration services) are not owned or controlled by Company and are governed solely by the terms and policies of their respective providers. Nothing in this Agreement transfers any ownership rights in Third-Party Platforms to Client.

6.4 Client Materials. Client retains all right, title, and interest in and to any materials, data, or content provided by Client to the Company in connection with the Services ("Client Materials"). Client grants the Company a limited license to use Client Materials solely as necessary to perform the Services.

7. Warranties and Disclaimers

7.1 Company Warranties. The Company warrants that: (a) it has the right to enter into this Agreement and perform the Services; (b) the Services will be performed in a professional and workmanlike manner consistent with industry standards; and (c) the Deliverables, to the Company's knowledge, will not infringe any third party's intellectual property rights.

7.2 Client Warranties. Client warrants that: (a) it has the right to enter into this Agreement; (b) Client Materials do not infringe any third party's intellectual property rights; and (c) Client has obtained all necessary consents and authorizations for the Company to use Client Materials and access Client's systems as required to perform the Services.

7.3 Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE COMPANY MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. THE COMPANY DOES NOT WARRANT THAT THE SERVICES OR DELIVERABLES WILL MEET CLIENT'S EXPECTATIONS, BE ERROR-FREE, OR OPERATE WITHOUT INTERRUPTION. THE COMPANY MAKES NO WARRANTIES REGARDING THIRD-PARTY PLATFORMS.

8. Limitation of Liability

8.1 Exclusion of Consequential Damages. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, REVENUE, GOODWILL, DATA, OR OTHER INTANGIBLE LOSSES, EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

8.2 Cap on Liability. COMPANY'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY CLIENT TO COMPANY IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THIS LIMITATION APPLIES REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, OR OTHERWISE.

8.3 Exceptions. The limitations set forth in this Section shall not apply to: (a) a party's breach of confidentiality obligations; (b) a party's indemnification obligations; or (c) a party's gross negligence or willful misconduct.

9. Indemnification

9.1 Client Indemnification. Client agrees to indemnify, defend, and hold harmless the Company and its officers, directors, employees, agents, and affiliates from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) Client's breach of this Agreement; (b) Client's use of the Deliverables or Services; (c) Client Materials or any claim that Client Materials infringe any third party's rights; (d) Client's violation of any applicable law or regulation; or (e) any dispute between Client and any third party, including Client's customers or end users.

9.2 Company Indemnification. The Company agrees to indemnify, defend, and hold harmless Client from and against any third-party claims that the Deliverables (excluding Third-Party Platforms, Client Materials, and Pre-Existing Materials) directly infringe any U.S. patent, copyright, or trademark, provided that Client promptly notifies the Company of such claim and provides reasonable cooperation in the defense thereof.

9.3 Indemnification Procedures. The indemnified party shall: (a) promptly notify the indemnifying party of any claim; (b) allow the indemnifying party to control the defense and settlement of the claim; and (c) provide reasonable assistance at the indemnifying party's expense. The indemnified party may participate in the defense at its own expense.

10. General Provisions

10.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida, without regard to its conflict of laws principles.

10.2 Venue. Any legal action or proceeding arising out of or relating to this Agreement shall be brought exclusively in the state or federal courts located in Hillsborough County, Florida. Each party hereby consents to the personal jurisdiction of such courts and waives any objection to venue.

10.3 Entire Agreement. This Agreement, together with all Quotes, Statements of Work, and any written amendments, constitutes the entire agreement between the parties and supersedes all prior or contemporaneous agreements, understandings, or representations.

10.4 Amendment. This Agreement may only be amended by a written document signed by authorized representatives of both parties.

10.5 Waiver. No waiver of any provision of this Agreement shall be effective unless in writing. No failure or delay in exercising any right shall operate as a waiver thereof.

10.6 Severability. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

10.7 Assignment. Client may not assign this Agreement without the Company's prior written consent. The Company may assign this Agreement to an affiliate or in connection with a merger, acquisition, or sale of all or substantially all of its assets.

10.8 Independent Contractors. The parties are independent contractors. Nothing in this Agreement shall be construed as creating an employment, partnership, joint venture, or agency relationship.

10.9 Notices. All notices under this Agreement shall be in writing and sent to the addresses specified in the applicable Quote or Statement of Work, or to such other address as a party may designate in writing.

10.10 Force Majeure. Neither party shall be liable for any failure or delay in performance due to causes beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, strikes, government actions, or failures of third-party providers.