Master Services Agreement

Effective Date: May 3, 2026

This Master Services Agreement ("Agreement") is entered into between Sage Ideas LLC, a Florida limited liability company with its principal place of business in Orlando, Florida ("Studio"), and the client identified in the applicable Statement of Work ("Client").

This Agreement governs all professional services engagements between Studio and Client. Individual projects are defined in Statements of Work ("SOWs") that reference and incorporate this Agreement. In the event of a conflict between this Agreement and an SOW, the SOW controls.

1. Definitions

"Agreement" means this Master Services Agreement, including all Statements of Work and any amendments executed by both parties.

"Confidential Information" has the meaning given in Section 6.

"Deliverables" means the specific work product, software, designs, documentation, or other outputs described in an SOW.

"Fees" means the compensation owed to Studio as described in an SOW.

"Intellectual Property Rights" means all current and future rights in patents, copyrights, trademarks, trade secrets, moral rights, and any other intellectual or industrial property rights worldwide.

"Pre-Existing IP" means any Intellectual Property Rights owned or licensed by either party prior to the commencement of an SOW, or developed independently of and without reference to the other party's Confidential Information.

"Project" means a discrete scope of work described in an SOW.

"SOW" means a Statement of Work executed by both parties that references this Agreement.

"Studio" means Sage Ideas LLC, a Florida limited liability company.

"Client" means the party identified as "Client" in an applicable SOW.

2. Scope of Services

2.1 Services Under SOWs

Studio will provide the services described in each SOW. The SOW defines the scope, deliverables, timeline, milestones, and fees for each Project.

2.2 Changes to Scope

Any material change to the scope, timeline, or deliverables described in an SOW requires a written Change Order signed by both parties. Studio is not obligated to perform out-of-scope work without an executed Change Order. Studio will provide a Change Order estimate within 5 business days of a written scope change request from Client.

2.3 Client Cooperation

Client agrees to: (a) designate a primary point of contact with authority to approve deliverables and provide feedback; (b) provide timely access to materials, accounts, and information Studio reasonably requires to perform the services; and (c) respond to requests for feedback, approvals, or decisions within the timeframes specified in the SOW (or within 5 business days if not specified). Studio is not responsible for delays caused by Client's failure to cooperate.

2.4 Subcontractors

Studio may engage vetted subcontractors to assist with delivery. Studio remains responsible for subcontractors' work and ensures they are bound by confidentiality obligations at least as protective as those in this Agreement.

3. Fees and Payment

3.1 Fee Structure

Fees are described in each SOW. Projects may be structured as fixed-price, time-and-materials, or retainer engagements as specified.

3.2 Kickoff Deposit

For fixed-price Projects, a 25% kickoff deposit is due and payable before Studio begins work. The deposit is non-refundable once Studio has commenced work, except in the event of Studio's material breach.

3.3 Payment Terms

All invoices are due within 30 days of invoice date ("Net 30"). Invoices unpaid after 30 days accrue interest at 1.5% per month (18% per annum) or the maximum rate permitted by law, whichever is less.

3.4 Expenses

Client reimburses pre-approved out-of-pocket expenses (e.g., third-party licenses, hosting, travel if agreed) at cost, with receipts. Studio will not incur expenses exceeding $500 individually or $2,000 in aggregate per Project without prior written approval.

3.5 Disputed Invoices

If Client disputes any portion of an invoice, Client must notify Studio in writing within 10 business days of receipt, specifying the disputed amount and basis. Client must pay the undisputed portion on time. Both parties will work in good faith to resolve disputes within 15 business days of notice.

3.6 Suspension for Non-Payment

If any invoice is overdue by more than 15 days and Client has not raised a good-faith dispute, Studio may suspend services after providing 5 business days' written notice. Studio is not liable for delays or damages arising from a service suspension due to non-payment.

4. Deliverables and Acceptance

4.1 Delivery

Studio will deliver Deliverables in accordance with the timeline specified in the SOW. Deliverables will be submitted to Client's designated representative for review.

4.2 Acceptance

Upon delivery, Client has 10 business days to review and either: (a) provide written acceptance; or (b) provide written notice of non-conformance, specifying in reasonable detail how the Deliverable fails to meet the acceptance criteria in the SOW.

If Client does not respond within 10 business days, the Deliverable is deemed accepted.

4.3 Revisions

Studio will correct material non-conformances at no additional charge. "Material" means a Deliverable does not perform as specified in the SOW. Subjective preference changes or new requirements are not material non-conformances and may be scoped as a Change Order.

4.4 Post-Engagement Support

Following final acceptance of a Project, Studio will provide a 90-day post-engagement support window at no additional charge. This window covers: bug fixes in Studio-authored code, clarifications on documentation, and minor adjustments related to the original scope. It does not cover new features, third-party service changes, or issues caused by Client modifications. Support requests must be submitted via email to sage@sageideas.dev.

5. Intellectual Property

5.1 Pre-Existing IP

Each party retains ownership of its Pre-Existing IP. Nothing in this Agreement transfers ownership of Pre-Existing IP from one party to the other.

5.2 Assignment of Deliverables

Upon receipt of payment in full for an SOW, Studio assigns to Client all Intellectual Property Rights in the Deliverables created specifically for that SOW, to the extent such rights are assignable under applicable law. This assignment is contingent on full payment; Studio retains all rights until payment is complete.

For clarity: "Deliverables" means custom work created specifically for Client under the SOW — not Studio's Pre-Existing IP, tools, frameworks, libraries, or methodologies used to create the Deliverables.

5.3 License to Pre-Existing IP

To the extent Studio incorporates Pre-Existing IP into Deliverables, Studio grants Client a perpetual, non-exclusive, royalty-free, worldwide license to use that Pre-Existing IP solely as embedded in the Deliverables and for their intended purpose.

5.4 Studio Portfolio Rights

Studio may include anonymized or attributed descriptions of the Project and screenshots of Deliverables in Studio's portfolio and case studies, unless Client requests otherwise in writing within 30 days of Project completion. Studio will honor reasonable confidentiality requests regarding Client identity or sensitive business details.

5.5 Open Source Components

Deliverables may incorporate open-source software components. Studio will disclose any material open-source dependencies in the relevant SOW or project documentation. Client acknowledges that use of open-source components is subject to their respective licenses.

6. Confidentiality

6.1 Definition

"Confidential Information" means any non-public information disclosed by one party ("Discloser") to the other ("Recipient") in connection with this Agreement that is marked as confidential or that a reasonable person would understand to be confidential given the circumstances of disclosure. This includes business plans, pricing, technical architecture, client lists, and proprietary processes.

6.2 Exclusions

Confidential Information does not include information that: (a) is or becomes publicly available through no fault of Recipient; (b) Recipient already knew before disclosure, as evidenced by written records; (c) Recipient independently developed without reference to Discloser's Confidential Information; or (d) was disclosed to Recipient by a third party without restriction.

6.3 Obligations

Each Recipient agrees to: (a) use Confidential Information only as necessary to perform or receive services under this Agreement; (b) not disclose it to any third party without Discloser's prior written consent, except as permitted under Section 6.4; and (c) protect it with at least the same degree of care it uses for its own confidential information (but no less than reasonable care).

6.4 Permitted Disclosures

Recipient may disclose Confidential Information to: (a) its employees, contractors, or advisors who need to know it and are bound by confidentiality obligations at least as protective as this Agreement; or (b) as required by law, regulation, or court order — provided Recipient gives Discloser prompt written notice and cooperates with Discloser's efforts to obtain a protective order.

6.5 Duration

Confidentiality obligations survive termination of this Agreement for a period of 3 years from the date of disclosure of the relevant information, or indefinitely for trade secrets.

7. Warranties

7.1 Mutual Warranties

Each party represents and warrants that: (a) it has the legal capacity and authority to enter into this Agreement; (b) execution of this Agreement does not conflict with any other agreement or legal obligation; and (c) it will comply with all applicable laws in performing its obligations.

7.2 Studio Warranties

Studio warrants that: (a) Deliverables will conform in all material respects to the specifications in the applicable SOW; (b) to Studio's knowledge, Deliverables will not infringe any third party's Intellectual Property Rights; and (c) Studio will perform services in a professional and workmanlike manner consistent with reasonable industry standards.

7.3 Client Warranties

Client warrants that: (a) all materials, content, or data provided to Studio are owned by Client or Client has the right to use them; (b) Client's use of Deliverables will comply with applicable law; and (c) Client has obtained all necessary rights and licenses for any third-party materials it provides to Studio.

7.4 Disclaimer

EXCEPT AS EXPRESSLY STATED IN THIS SECTION 7, STUDIO PROVIDES SERVICES AND DELIVERABLES "AS IS" AND DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. STUDIO DOES NOT WARRANT THAT DELIVERABLES WILL BE ERROR-FREE OR UNINTERRUPTED.

8. Indemnification

8.1 Indemnification by Studio

Studio agrees to defend, indemnify, and hold harmless Client and its officers, directors, employees, and agents from any third-party claims, damages, liabilities, and expenses (including reasonable attorneys' fees) arising from: (a) Studio's infringement of a third party's Intellectual Property Rights in Deliverables (excluding Client-provided content); or (b) Studio's gross negligence or willful misconduct.

8.2 Indemnification by Client

Client agrees to defend, indemnify, and hold harmless Studio and its members, employees, and contractors from any third-party claims, damages, liabilities, and expenses (including reasonable attorneys' fees) arising from: (a) Client-provided content, data, or materials infringing any third party's rights; (b) Client's use of Deliverables in violation of applicable law; or (c) Client's breach of this Agreement.

8.3 Indemnification Procedure

The indemnified party must: (a) give the indemnifying party prompt written notice of any claim (failure to give timely notice only reduces the indemnifying party's obligations to the extent of actual prejudice); (b) grant the indemnifying party control of the defense and settlement (provided the indemnifying party may not settle any claim that imposes liability or obligation on the indemnified party without prior written consent); and (c) provide reasonable cooperation at the indemnifying party's expense.

9. Limitation of Liability

9.1 Exclusion of Consequential Damages

NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES arising out of or related to this Agreement, including lost profits, lost data, loss of goodwill, or business interruption, even if advised of the possibility of such damages.

9.2 Aggregate Cap

EACH PARTY'S TOTAL CUMULATIVE LIABILITY TO THE OTHER FOR ANY CLAIMS ARISING OUT OF OR RELATED TO AN SOW WILL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE TO STUDIO UNDER THAT SOW IN THE 12 MONTHS PRECEDING THE CLAIM.

9.3 Carve-Outs

The exclusions and limitations in Sections 9.1 and 9.2 do not apply to: (a) indemnification obligations under Section 8; (b) either party's fraud or willful misconduct; (c) Client's failure to pay Fees owed; or (d) either party's breach of confidentiality obligations under Section 6.

10. Term and Termination

10.1 Term

This Agreement begins on the earlier of: (a) the date both parties execute it; or (b) the date Studio begins services under the first SOW, and continues until all active SOWs are completed or terminated.

10.2 Termination for Convenience

Either party may terminate an SOW for convenience on 30 days' written notice. Client will pay all Fees for work completed through the termination date, including a pro-rated portion of any fixed-price milestone in progress, plus reimbursable expenses incurred. Studio will deliver all completed and in-progress work product upon receipt of such payment.

10.3 Termination for Cause

Either party may terminate this Agreement or an SOW immediately upon written notice if the other party: (a) materially breaches this Agreement and fails to cure the breach within 15 days of written notice (or such longer period as the parties agree); (b) becomes insolvent, makes an assignment for the benefit of creditors, or files for bankruptcy protection; or (c) engages in fraud or willful misconduct.

10.4 Effect of Termination

Upon termination: (a) Studio will deliver all completed Deliverables and work in progress upon receipt of payment for all amounts due; (b) each party will return or destroy the other's Confidential Information within 10 business days (except for copies required by law or retained in routine backup systems); (c) all licenses granted under this Agreement terminate, except licenses to Deliverables for which Client has paid in full; (d) the post-engagement support window (Section 4.4) begins upon final delivery, regardless of the reason for termination.

10.5 Survival

Sections 1 (Definitions), 3 (Fees — for amounts due), 5 (IP — for paid Deliverables), 6 (Confidentiality), 7.4 (Disclaimer), 8 (Indemnification), 9 (Limitation of Liability), 10.4 (Effect of Termination), 11 (Independent Contractor), and 13 (Governing Law) survive expiration or termination.

11. Independent Contractor

Studio is an independent contractor, not an employee, partner, or agent of Client. Studio determines the manner and means of performing services, subject to the requirements of the applicable SOW. Studio is responsible for all taxes, insurance, and benefits for its own personnel. Nothing in this Agreement creates a joint venture, partnership, or employment relationship.

12. Force Majeure

Neither party is liable for delay or failure to perform any obligation under this Agreement (other than payment obligations) due to causes beyond its reasonable control, including natural disasters, acts of government, power outages, internet or telecommunications failures, pandemics, civil unrest, or acts of war ("Force Majeure Events"). The affected party must: (a) give prompt written notice; (b) use commercially reasonable efforts to resume performance; and (c) keep the other party regularly informed of status. If a Force Majeure Event prevents performance for more than 60 consecutive days, either party may terminate the affected SOW for convenience under Section 10.2 without penalty.

13. Governing Law and Venue

This Agreement is governed by the laws of the State of Florida, without regard to conflict-of-laws principles. Any dispute arising from or related to this Agreement that cannot be resolved informally will be brought exclusively in the state or federal courts located in Orange County, Florida. Both parties consent to personal jurisdiction in those courts. The prevailing party in any litigation is entitled to recover its reasonable attorneys' fees and costs.

14. Notices

All formal notices required under this Agreement must be in writing and delivered by: (a) email with read-receipt or acknowledgment; (b) overnight courier; or (c) certified mail, return receipt requested. Notices to Studio are sent to sage@sageideas.dev. Notices to Client are sent to the address specified in the SOW. Notices are effective upon delivery.

15. Amendments

No amendment to this Agreement is valid unless made in writing and signed (or electronically accepted) by authorized representatives of both parties. Change Orders may amend the terms of an individual SOW but do not amend this Agreement.

16. Entire Agreement

This Agreement (together with all executed SOWs and Change Orders) constitutes the entire agreement between Studio and Client regarding its subject matter and supersedes all prior negotiations, representations, and agreements, whether oral or written. Neither party has relied on any statement not expressly included in this Agreement.

17. General Provisions

• No Assignment. Neither party may assign this Agreement or any SOW without the other's prior written consent, except that Studio may assign to a successor entity acquiring substantially all of Studio's assets or business. Any purported assignment without consent is void.
• Waiver. Failure to enforce any provision is not a waiver. Waivers must be in writing.
• Severability. If any provision is unenforceable, it will be modified to the minimum extent required, and the rest of the Agreement will remain in full force.
• Counterparts. This Agreement and any SOW may be executed in counterparts, including electronic signatures (DocuSign, PDF, or similar), each of which is an original.
• Headings. Section headings are for convenience only and have no legal effect.

18. Signatures

By executing a Statement of Work that references this Agreement, or by countersigning below, both parties agree to be bound by the terms of this Master Services Agreement.

SAGE IDEAS LLC

Signature: ___________________________

Printed Name: ________________________

Title: ________________________________

Date: _________________________________

CLIENT

Signature: ___________________________

Printed Name: ________________________

Title: ________________________________

Company: ____________________________

Date: _________________________________