BUSINESS PROCESS AUTOMATION
MASTER SERVICES AGREEMENT
This Master Services Agreement (“Agreement”) is entered into by and between Contigo Technology, a Texas corporation with its principal place of business at 10415 Morado Circle, Suite Building 3, Floor3, Austin, Texas 78759, and the entity or individual electronically accepting this Agreement (“Client”). By clicking “I Agree” on Contigo Technology Automation Proposal Agreement, Client acknowledges and agrees to be bound by the terms and conditions set forth herein.
1. Services
1.1. Provision of Services
Contigo Technology shall provide Client with Agentic AI services, including but not limited to the development, implementation, and maintenance of artificial intelligence solutions, as described in one or more statements of work (“SOW”) executed by the Parties (collectively, the “Services”). Each SOW shall specify the scope, deliverables, timeline, and fees for the Services and shall be incorporated into this Agreement by reference.
1.2. Performance Standards
Contigo Technology shall perform the Services in a professional and workmanlike manner, consistent with industry standards, and in accordance with the specifications set forth in the applicable SOW.
2. Fees and Payment
2.1. Fees
Client shall pay Contigo Technology the fees specified in each SOW. Unless otherwise stated, all fees are quoted in U.S. dollars.
Contigo Technology shall invoice Client as specified in the SOW. Client shall pay all undisputed invoices within thirty (30) days of receipt. Late payments shall accrue interest at a rate of one and one-half percent (1.5%) per month or the maximum rate permitted by law, whichever is lower.
Client shall reimburse Contigo Technology for reasonable out-of-pocket expenses incurred in performing the Services, provided such expenses are pre-approved by Client in writing and documented with receipts.
All intellectual property rights in the Services, including software, algorithms, models, and other deliverables developed by Contigo Technology (”Deliverables”), shall remain the sole property of Contigo Technology unless otherwise specified in an SOW. Upon full payment of all fees, Contigo Technology grants Client a non-exclusive, non-transferable, perpetual license to use the Deliverables solely for Client’s internal business purposes.
Any pre-existing intellectual property, tools, or materials owned by Contigo Technology and used in the performance of the Services (”Pre-Existing Materials”) shall remain the property of Contigo Technology. Client is granted a non-exclusive license to use such Pre-Existing Materials solely as necessary to utilize the Deliverables.
Client grants Contigo Technology a non-exclusive, royalty-free license to use any materials, data, or intellectual property provided by Client (”Client Materials”) solely for the purpose of performing the Services. Client represents and warrants that it has all necessary rights to provide Client Materials to Contigo Technology.
”ConfidentialInformation”meansanynon-publicinformationdisclosedbyoneParty to the other, including but not limited to business plans, technical data, and customer information, whether marked as confidential or not.
Each Party agrees to: (a) maintain the confidentiality of the other Party’s Confidential Information; (b) use such Confidential Information only for the purpose of performing or receiving the Services; and (c) not disclose such Confidential Information to third parties without prior written consent, except as required by law.
Confidential Information does not include information that: (a) is publicly known; (b) was known to the receiving Party prior to disclosure; (c) is independently developed by the receiving Party; or (d) is disclosed with the disclosing Party’s consent.
The confidentiality obligations shall survive for five (5) years after the termination of this Agreement.
This Agreement shall commence on the Effective Date and continue until terminated as provided herein.
Either Party may terminate this Agreement or any SOW upon thirty (30) days’ written notice to the other Party.
Either Party may terminate this Agreement or any SOW immediately upon written notice if the other Party: (a) breaches a material term of this Agreement and fails to cure such breach within fifteen (15) days of receiving notice; or (b) becomes insolvent or files for bankruptcy.
Upon termination, Client shall pay Contigo Technology for all Services performed and expenses incurred up to the date of termination. All licenses granted to Client shall terminate, except as otherwise specified in an SOW.
Contigo Technology warrants that the Services will be performed in a professional manner and in accordance with the applicable SOW. Contigo Technology’s sole obligation for breach of this warranty shall be to re-perform the defective Services at no additional cost to Client.
EXCEPT AS EXPRESSLY SET FOR THEREIN, CONTIGO TECHNOLOGY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, DATA, OR BUSINESS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Contigo Technology’s total liability under this Agreement shall not exceed the fees paid by Client to Contigo Technology under the applicable SOW.
Contigo Technology shall indemnify and hold Client harmless from any third-party claims alleging that the Deliverables infringe any intellectual property rights, provided Client promptly notifies Contigo Technology of such claims and cooperates in the defense.
Client shall indemnify and hold Contigo Technology harmless from any claims arising from Contigo Technology’s use of Client Materials as authorized herein.
This Agreement shall be governed by and construed in accordance with the laws of the State of Texas, without regard to its conflict of laws principles.
Any disputes arising under this Agreement shall be resolved through binding arbitration in Austin, Texas conducted in accordance with the rules of the American Arbitration Association.
Neither Party shall be liable for delays or non-performance caused by events beyond its reasonable control, including but not limited to acts of God, war, or government regulations.
This Agreement, together with any SOWs, constitutes the entire agreement between the Parties and supersedes all prior agreements or understandings, whether written or oral.
9.5. Amendments
This Agreement may only be amended in writing signed by both Parties.
If any provision of this Agreement is found to be invalid or 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, except that Contigo Technology may assign this Agreement to an affiliate or in connection with a merger or acquisition.
All notices under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as a Party may designate.
9.9. Insurance Requirements
Each Party shall, at its own expense, maintain in full force and effect during the term of this Agreement appropriate insurance coverage, including but not limited to professional liability insurance and cyber risk insurance, with coverage limits sufficient to cover its obligations under this Agreement. Upon request, each Party shall provide evidence of such insurance to the other Party.
10.1. Data Handling and Protection
Contigo Technology shall implement commercially reasonable administrative, technical, and physical safeguards to protect Client data processed during the provision of Services. However, Client acknowledges that the nature of artificial intelligence systems involves probabilistic outputs and autonomous decision-making.
10.2. Limitation of Liability for AI Behavior
Contigo Technology shall not be held liable for any data breaches, misuse, or unintended consequences arising from the behavior or outputs of the AI models utilized in the Services. The AI models operate independently based on training data and algorithms, and any liability for such behavior shall rest solely with the AI model itself.
10.3. No Assumption of Data Ownership
Contigo Technology does not assume ownership of any Client data processed by the AI models. All Client data remains the sole property of the Client and is used solely for the purpose of delivering the Services as outlined in the applicable SOW.