Master Services Agreement (MSA)
This Master Services Agreement ("Agreement") is entered into on April 29, 2025 by and
between AlphaTech Solutions Inc., a Delaware corporation having its principal place of
business at 1234 Innovation Drive, Tech City, USA, and Beta Innovations LLC, a California
limited liability company having its principal place of business at 5678 Future Blvd, Silicon
Town, USA.
1. Scope of Services
The Provider shall deliver software development, cloud integration, cybersecurity
assessments, and IT consulting services ("Services") to the Client as detailed in applicable
Statements of Work ("SOW").
2. Term and Termination
This Agreement shall commence on the Effective Date and shall remain in effect for a period
of three (3) years, unless earlier terminated by either party with thirty (30) days written
notice.
3. Compensation
Client agrees to pay Provider according to the payment terms defined in each SOW. All
payments shall be made within thirty (30) days of receipt of invoice. Late payments shall
incur a fee of 1.5% per month.
4. Confidentiality
Each party agrees to maintain the confidentiality of all proprietary information disclosed in
connection with this Agreement and shall not disclose such information to any third party
without prior written consent.
5. Intellectual Property
All pre-existing intellectual property shall remain the sole property of the respective party.
Any new IP developed under this Agreement shall be owned as specified in the applicable
SOW.
6. Warranties and Disclaimers
Provider warrants that the Services shall be performed in a professional and workmanlike
manner. Except as expressly stated, Provider disclaims all other warranties, express or
implied.
7. Limitation of Liability
In no event shall either party be liable for indirect, incidental, special, or consequential
damages. Total liability shall not exceed the amount paid by Client in the 12 months
preceding the claim.
8. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the State
of New York, without regard to its conflict of law principles.
9. Entire Agreement
This Agreement, together with any applicable SOWs, constitutes the entire agreement
between the parties and supersedes all prior discussions, agreements, or understandings of
any kind.