Master Services Agreement

Parties

This Agreement is between Lighthouse 27 LLC, a North Carolina limited liability company doing business as Ascend Systems, with a principal place of business in Charlotte, North Carolina (“Provider”), and the client identified on the signed Agreement (“Client”). Provider and Client are each a “Party” and together the “Parties.”

1. Services

1.1 Statements of Work. Provider will perform the software design, development, integration, automation, and related professional services (the “Services”) described in one or more written Statements of Work (“SOW”) executed by both Parties and incorporated into this Agreement by reference.

1.2 Order of precedence. If a SOW conflicts with this Agreement, this Agreement controls — unless the SOW expressly states that it overrides a specific section of this Agreement.

1.3 No obligation. This Agreement does not obligate either Party to enter into any SOW.

2. Fees and Payment

2.1 Fees. Client will pay the fees stated in each SOW. Each SOW specifies whether the engagement is billed time-and-materials at the rates set out in the SOW, fixed-fee, or on a monthly retainer.

2.2 Expenses. Client reimburses pre-approved, reasonable out-of-pocket expenses (for example, third-party software, infrastructure, and licenses) at cost. Individual expenses over $500 require written pre-approval.

2.3 Invoicing. Provider invoices monthly or per milestone, as stated in the SOW. Payment is due net 30 days from the invoice date.

2.4 Late payment. Undisputed amounts unpaid after the due date accrue interest at 1.5% per month (or the maximum allowed by law, if lower). Provider may suspend Services on ten days' written notice of non-payment.

2.5 Taxes. Fees are exclusive of sales, use, and similar taxes, which Client is responsible for unless Client provides a valid exemption certificate.

3. Intellectual Property

3.1 Background IP. Each Party retains ownership of all intellectual property it owned or developed before this Agreement, or develops outside the scope of a SOW (“Background IP”). This includes Provider's pre-existing tools, libraries, frameworks, templates, and know-how.

3.2 Deliverables. Upon full payment of all fees due under the applicable SOW, Provider assigns to Client all right, title, and interest in the custom deliverables created specifically for Client and identified as “Deliverables” in that SOW.

3.3 License to Provider Background IP. To the extent any Provider Background IP is embedded in a Deliverable, Provider grants Client a perpetual, worldwide, non-exclusive, royalty-free license to use that Background IP solely as part of the Deliverable. Provider is not transferring ownership of Background IP.

3.4 Provider retained rights. Provider may reuse the general knowledge, skills, and experience gained while performing the Services. Nothing in this Agreement prevents Provider from developing similar work for other clients.

3.5 Portfolio rights. Provider may identify Client as a client and describe the engagement at a general level in Provider's portfolio and marketing, excluding any Confidential Information, unless Client objects in writing.

3.6 Pre-payment status. Until fees are paid in full, Provider retains all ownership of work product, and Client receives only a limited license to evaluate it.

4. Confidentiality

4.1 “Confidential Information” means non-public information disclosed by one Party to the other that is marked confidential or that a reasonable person would understand to be confidential.

4.2 The receiving Party will use Confidential Information only to perform under this Agreement, and will protect it with at least the care it uses for its own confidential information.

4.3 Exclusions. Confidentiality obligations do not apply to information that is public, independently developed, rightfully received from a third party, or required to be disclosed by law (with notice to the disclosing Party where permitted).

4.4 Survival. Confidentiality obligations survive for three years after termination; trade secrets are protected for as long as they remain trade secrets.

5. Warranties and Disclaimer

5.1 Mutual. Each Party warrants that it has the authority to enter into this Agreement.

5.2 Services warranty. Provider warrants that the Services will be performed in a professional and workmanlike manner. Provider's sole obligation for a breach of this warranty is to re-perform the deficient Services, provided Client notifies Provider within thirty days.

5.3 Disclaimer. Except as expressly stated, the Services and Deliverables are provided “as is.” Provider disclaims all other warranties, express or implied, including merchantability, fitness for a particular purpose, and non-infringement. Provider does not warrant that software will be error-free or uninterrupted.

6. Limitation of Liability

6.1 Neither Party is liable for indirect, incidental, special, consequential, or punitive damages, or for lost profits or data.

6.2 Each Party's total aggregate liability arising out of this Agreement will not exceed the total fees paid by Client under the SOW giving rise to the claim in the twelve months before the claim.

6.3 The caps in this Section do not apply to Client's payment obligations, a Party's breach of confidentiality, or a Party's indemnification obligations.

7. Indemnification

7.1 By Provider. Provider will defend and indemnify Client against third-party claims that a Deliverable, as delivered, infringes that third party's U.S. intellectual property rights — excluding claims arising from Client materials, Client-directed designs, or modifications not made by Provider.

7.2 By Client. Client will defend and indemnify Provider against third-party claims arising from Client materials, Client data, or Client's use of the Deliverables in violation of law or this Agreement.

7.3 The indemnified Party will give prompt notice and reasonable cooperation; the indemnifying Party controls the defense.

8. Term and Termination

8.1 Term. This Agreement starts on its effective date and continues until terminated.

8.2 Termination for convenience. Either Party may terminate this Agreement or any SOW on fifteen days' written notice. Termination of this Agreement does not terminate active SOWs unless stated.

8.3 Termination for cause. Either Party may terminate for a material breach not cured within fifteen days of written notice.

8.4 Effect. On termination, Client pays for all Services performed and expenses incurred through the termination date (for time-and-materials, all hours worked; for fixed-fee, the pro-rata portion). Sections 3, 4, 5, 6, 7, 9, and 10 survive termination.

9. Independent Contractor; Insurance

9.1 Independent contractor. Provider is an independent contractor. Nothing in this Agreement creates an employment, partnership, joint venture, or agency relationship. Provider is responsible for its own taxes and controls the manner and means of performing the Services.

9.2 No employee benefits. Provider's personnel are not eligible for Client benefits.

9.3 Insurance. Provider will maintain commercially reasonable general liability and professional liability (errors & omissions) insurance and, on request, provide a certificate of insurance.

9.4 Non-solicitation. During the term and for twelve months after, neither Party will knowingly solicit for employment the other Party's personnel directly involved in the Services. General job postings are not a breach.

10. General

10.1 Governing law. This Agreement is governed by the laws of the State of North Carolina, without regard to conflict-of-laws rules.

10.2 Dispute resolution. The Parties will first attempt to resolve disputes through good-faith negotiation. Unresolved disputes are subject to the exclusive jurisdiction of the state and federal courts located in Mecklenburg County, North Carolina.

10.3 Force majeure. Neither Party is liable for delay caused by events beyond its reasonable control.

10.4 Assignment. Neither Party may assign this Agreement without the other's written consent, except to a successor of all or substantially all of its business.

10.5 Notices. Notices must be in writing and sent to the addresses on the signed Agreement. Email with confirmation is acceptable for routine notices.

10.6 Entire agreement. This Agreement and its SOWs are the entire agreement between the Parties and supersede all prior discussions. Amendments must be in writing and signed by both Parties.

10.7 Severability. If any provision is unenforceable, the remaining provisions remain in effect.