Master Service Agreement

Last Updated: 12/26/2025

This Master Service Agreement (“Agreement”) governs the provision of services by North Star Software, LLC, doing business as Northstar AI Labs (“Provider,” “we,” “us,” or “our”), to the client organization executing a Statement of Work referencing this Agreement (“Client,” “you,” or “your”).

1. Definitions

The following terms shall have the meanings set forth below:

• “Agreement” means this Master Service Agreement, including all Statements of Work, exhibits, and amendments executed hereunder.
• “Confidential Information” means any non-public information disclosed by either party that is designated as confidential or that reasonably should be understood to be confidential.
• “Deliverables” means all work product, materials, and outputs created by Provider for Client as specified in a Statement of Work.
• “Effective Date” means the date on which both parties have executed this Agreement or the applicable Statement of Work.
• “Intellectual Property” means patents, copyrights, trademarks, trade secrets, and other proprietary rights.
• “Services” means the professional services, consulting, implementation, support, and related activities described in a Statement of Work.
• “Statement of Work” or “SOW” means a written document executed by both parties that describes specific Services, Deliverables, timelines, and fees.

2. Statement of Work

2.1 SOW Requirements

Each Statement of Work shall include, at minimum:

• Project Description: Detailed description of the Services to be performed
• Scope of Work: Specific tasks, activities, and responsibilities of each party
• Deliverables: Tangible work products to be provided, with acceptance criteria
• Timeline: Project schedule including milestones and delivery dates
• Fees: Compensation structure (fixed fee, time and materials, or hybrid)
• Payment Schedule: Invoice timing and payment terms
• Resources: Personnel assignments and client-provided resources
• Assumptions: Conditions upon which estimates are based
• Out of Scope: Explicit exclusions from the project

2.2 Execution & Precedence

• Each SOW must be signed by authorized representatives of both parties
• SOWs are incorporated into and governed by this Master Service Agreement
• In case of conflict, the SOW prevails over the MSA for project-specific terms only
• Multiple SOWs may be active concurrently under this Agreement

2.3 Change Orders

Changes to an executed SOW require a written Change Order signed by both parties, including:

• Description of the requested change
• Impact on scope, timeline, and fees
• Revised acceptance criteria if applicable
• Signatures of authorized representatives

3. Performance Milestones & Periodic Reviews

3.1 Milestone Definition

Performance milestones shall be defined in each Statement of Work and typically include:

• Project Kickoff: Initial planning sessions, requirements confirmation, resource allocation
• Design Phase Completion: Architecture documents, technical specifications, design approvals
• Development Milestones: Incremental delivery of functionality per agreed schedule
• Testing & Validation: Quality assurance, user acceptance testing, security validation
• Deployment: Production deployment, cutover activities, go-live support
• Project Closure: Documentation delivery, knowledge transfer, final acceptance

3.2 Milestone Acceptance

• Provider shall notify Client in writing upon completion of each milestone
• Client shall have ten (10) business days to review and accept or reject with specific deficiencies
• If Client does not respond within ten (10) business days, the milestone is deemed accepted
• Provider shall cure any documented deficiencies within a reasonable time at no additional cost
• Acceptance of a milestone triggers any associated payment obligation

3.3 Periodic Reviews

The parties agree to conduct regular reviews throughout the engagement:

• Weekly Status Meetings: Progress updates, issue identification, near-term planning
• Monthly Business Reviews: Budget tracking, timeline assessment, risk review, scope validation
• Quarterly Executive Reviews: Strategic alignment, relationship health, future planning
• Post-Project Review: Lessons learned, performance evaluation, recommendations

3.4 Performance Standards

Provider commits to the following performance standards:

• Services shall be performed in a professional and workmanlike manner
• Provider shall assign qualified personnel with appropriate skills and experience
• Provider shall meet agreed-upon timelines or provide advance notice of delays
• Provider shall promptly escalate issues that may impact project success
• Provider shall comply with all applicable laws and industry standards

4. Fees, Payment Terms & Fee Disputes

4.1 Fee Structure

Fees for Services shall be as specified in each Statement of Work, typically structured as:

• Fixed Fee: Total project cost agreed in advance, payable per milestone schedule
• Time and Materials: Hourly or daily rates for actual time worked, plus approved expenses
• Retainer: Monthly fee for ongoing services with defined scope
• Hybrid: Combination of fixed and variable components

4.2 Payment Terms

• Invoices are due and payable within thirty (30) days of invoice date unless otherwise specified in the SOW
• Late payments shall accrue interest at the rate of 1.5% per month or the maximum rate permitted by law
• Client shall reimburse Provider for pre-approved, documented out-of-pocket expenses
• All fees are exclusive of applicable taxes, which shall be added to invoices as required

4.3 Fee Dispute Resolution Procedure

In the event Client disputes any portion of an invoice, the following procedure shall apply:

1. Written Notice (Within 15 Days): Client shall provide written notice of the disputed amount within fifteen (15) days of invoice receipt, specifying the nature and basis of the dispute.
2. Undisputed Amounts: Client shall pay all undisputed amounts by the original due date. Failure to pay undisputed amounts waives the right to dispute.
3. Good Faith Discussion (Within 10 Days): The parties' designated representatives shall meet within ten (10) business days of dispute notice to attempt resolution.
4. Documentation Exchange: Provider shall provide supporting documentation (time records, expense receipts, change orders) within five (5) business days of request.
5. Management Escalation (Within 15 Days): If not resolved at the working level, the dispute shall escalate to senior management of both parties for resolution within fifteen (15) business days.
6. Mediation (If Necessary): If management escalation fails, either party may invoke the mediation procedures in Section 11 (Dispute Resolution).
7. Interest Suspension: Interest shall not accrue on disputed amounts during the pendency of a good-faith dispute, provided Client has paid all undisputed amounts.
8. Resolution Implementation: Upon resolution, any amounts determined to be owing shall be paid within ten (10) business days.

4.4 Suspension of Services

• Provider may suspend Services if undisputed amounts remain unpaid for more than thirty (30) days past due
• Provider shall provide ten (10) days written notice before suspension
• Services shall resume within five (5) business days of payment receipt
• Client remains liable for fees accrued prior to suspension

5. Warranties

5.1 Provider Warranties

Provider represents and warrants that:

• Professional Standards: Services shall be performed in a professional manner consistent with industry standards
• Qualified Personnel: Personnel assigned to perform Services shall have appropriate qualifications and experience
• Non-Infringement: Deliverables created by Provider shall not, to Provider's knowledge, infringe any third-party intellectual property rights
• Compliance: Provider shall comply with all applicable laws and regulations in performing Services
• Authority: Provider has full authority to enter into this Agreement and perform its obligations
• No Conflicts: Performance of this Agreement does not conflict with any other obligation of Provider

5.2 Deliverable Warranty

• Deliverables shall conform to the specifications set forth in the applicable SOW for a period of ninety (90) days following acceptance (“Warranty Period”)
• During the Warranty Period, Provider shall correct any material defects or non-conformities at no additional charge
• Warranty does not cover defects caused by Client modifications, misuse, or third-party interference
• Extended warranty coverage may be purchased under a separate support agreement

5.3 Client Warranties

Client represents and warrants that:

• Client has authority to enter into this Agreement and provide materials to Provider
• Client-provided materials do not infringe third-party intellectual property rights
• Client shall provide accurate and complete information necessary for Provider to perform Services
• Client shall cooperate with Provider and provide timely decisions and approvals

6. Disclaimer of Warranties

• Provider does not warrant that Services will be uninterrupted or error-free
• Provider does not warrant that Deliverables will meet Client's requirements beyond the specifications in the SOW
• Provider does not warrant results, outcomes, or business benefits from use of Deliverables
• Any oral or written information provided by Provider shall not create additional warranties
• Third-party products or services are provided “AS IS” with manufacturer warranties only

7. Limitation of Liability

7.1 Liability Exceptions

The limitation of liability shall NOT apply to:

• Breaches of confidentiality obligations
• Indemnification obligations under Section 9 and Section 10
• Willful misconduct or gross negligence
• Infringement of intellectual property rights
• Amounts owed for Services properly rendered
• Death or personal injury caused by negligence

7.2 Client Acknowledgment

Client acknowledges that the fees charged reflect the allocation of risk set forth in this Agreement, and that Provider would not enter into this Agreement without these limitations. The limitations shall apply even if any limited remedy fails of its essential purpose.

8. Exclusion of Consequential Damages

8.1 Exceptions to Exclusion

The exclusion of consequential damages shall NOT apply to:

• Breaches of confidentiality obligations
• Willful misconduct or gross negligence
• Indemnification obligations for third-party claims
• Violations of applicable law resulting in regulatory fines

9. Indemnification by Provider (Hold Harmless to Client)

9.1 Provider Indemnification Obligations

Provider shall defend, indemnify, and hold harmless Client, its officers, directors, employees, agents, successors, and assigns from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to:

• Intellectual Property Infringement: Any claim that Deliverables created solely by Provider infringe any patent, copyright, trademark, or trade secret of a third party
• Personal Injury: Any bodily injury or death caused by the negligent acts or omissions of Provider or its personnel
• Property Damage: Any damage to Client's tangible property caused by Provider's negligence
• Employment Claims: Any claim by Provider's employees or contractors related to their employment relationship with Provider
• Regulatory Violations: Any fines or penalties resulting from Provider's violation of applicable laws in performing Services

9.2 IP Infringement Remedies

In the event of an intellectual property infringement claim, Provider may, at its option:

• Obtain for Client the right to continue using the Deliverable
• Modify the Deliverable to make it non-infringing while maintaining substantial functionality
• Replace the Deliverable with a non-infringing equivalent
• If none of the above are commercially reasonable, terminate the license and refund fees paid for the infringing Deliverable

9.3 Exclusions from Provider Indemnification

Provider shall have no indemnification obligation for claims arising from:

• Client-provided materials, specifications, or instructions
• Modifications to Deliverables made by Client or third parties
• Combination of Deliverables with non-Provider products or services
• Use of Deliverables in violation of this Agreement or documentation
• Client's failure to implement updates that would have avoided the claim

10. Indemnification by Client (Hold Harmless to Provider)

10.1 Client Indemnification Obligations

Client shall defend, indemnify, and hold harmless Provider, its officers, directors, employees, agents, successors, and assigns from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to:

• Client Materials: Any claim that Client-provided content, data, or materials infringe third-party intellectual property rights
• Client's Use: Client's use of Services or Deliverables in violation of applicable law or this Agreement
• Client's Customers: Any claim by Client's customers, end users, or other third parties arising from Client's products or services that incorporate Deliverables
• Data Breach: Any data breach or security incident caused by Client's failure to maintain appropriate security controls within its environment
• Regulatory Non-Compliance: Any fines or penalties resulting from Client's failure to comply with applicable laws and regulations
• Misrepresentation: Any claim arising from Client's misrepresentation of facts or requirements to Provider

10.2 Indemnification Procedures

For all indemnification claims under Sections 9 and 10:

• Prompt Notice: The indemnified party shall provide prompt written notice of any claim
• Defense Control: The indemnifying party shall have sole control of the defense and settlement
• Cooperation: The indemnified party shall provide reasonable cooperation and assistance
• No Admission: Neither party shall admit liability or settle without the other's consent
• Participation: The indemnified party may participate in the defense at its own expense

11. Dispute Resolution

11.1 Informal Resolution

The parties agree to attempt to resolve any dispute arising under this Agreement through good-faith negotiations before initiating formal proceedings:

1. Working Level (10 Business Days): Project managers or designated representatives shall attempt to resolve the dispute
2. Management Escalation (15 Business Days): If unresolved, the dispute escalates to senior management of both parties
3. Executive Escalation (10 Business Days): If still unresolved, executives with settlement authority shall meet

11.2 Mediation

If informal resolution fails after thirty-five (35) business days, either party may initiate mediation:

• Mediation shall be conducted by a mutually agreed mediator, or one appointed by JAMS
• Mediation shall occur in Minneapolis, Minnesota, or another mutually agreed location
• Each party shall bear its own costs; mediator fees shall be shared equally
• Mediation proceedings and statements shall be confidential and inadmissible
• Mediation shall be completed within sixty (60) days of initiation

11.3 Binding Arbitration

If mediation fails, any remaining dispute shall be resolved by binding arbitration:

• Rules: Arbitration shall be conducted under JAMS Comprehensive Arbitration Rules
• Arbitrator: One neutral arbitrator with relevant industry experience
• Location: Minneapolis, Minnesota
• Discovery: Limited discovery as permitted by the arbitrator
• Decision: The arbitrator's decision shall be final and binding
• Judgment: Judgment on the award may be entered in any court of competent jurisdiction
• Costs: The prevailing party shall be entitled to recover reasonable attorneys' fees

11.4 Exceptions to Arbitration

Notwithstanding the above, either party may seek:

• Injunctive relief to protect intellectual property or confidential information
• Emergency relief to prevent irreparable harm
• Collection of undisputed amounts owed

11.5 Continuation of Services

During any dispute, both parties shall continue to perform their obligations under this Agreement, except for the specific obligations in dispute, unless and until this Agreement is terminated.

12. Confidentiality

• Each party shall maintain the confidentiality of the other's Confidential Information
• Confidential Information shall be used only for purposes of this Agreement
• Disclosure is permitted to employees and contractors with a need to know, under confidentiality obligations
• Confidentiality obligations survive termination for five (5) years
• Excluded: Information that is public, independently developed, rightfully received, or required by law

13. Intellectual Property

• Client Materials: Client retains ownership of all materials provided to Provider
• Deliverables: Upon final payment, Client owns Deliverables specifically created for Client
• Provider IP: Provider retains ownership of pre-existing IP, tools, methodologies, and general knowledge
• License: Provider grants Client a license to use Provider IP embedded in Deliverables
• Third-Party IP: Subject to third-party license terms

14. Term & Termination

• Term: This Agreement remains in effect until terminated or until all SOWs are completed
• Termination for Convenience: Either party may terminate with ninety (90) days written notice
• Termination for Cause: Either party may terminate for material breach not cured within thirty (30) days
• Effect of Termination: Client pays for Services rendered; Provider delivers completed work
• Survival: Sections on confidentiality, IP, liability, indemnification, and dispute resolution survive

15. General Provisions

• Governing Law: This Agreement is governed by the laws of the State of Minnesota
• Entire Agreement: This Agreement constitutes the entire agreement between the parties
• Amendment: Modifications must be in writing and signed by both parties
• Assignment: Neither party may assign without consent, except to an affiliate or successor
• Severability: Invalid provisions shall be modified to be enforceable; remainder unaffected
• Waiver: Failure to enforce any provision is not a waiver of future enforcement
• Force Majeure: Neither party liable for delays due to circumstances beyond reasonable control
• Notices: Written notices shall be sent to addresses specified in the SOW
• Independent Contractors: The parties are independent contractors, not partners or joint venturers
• Counterparts: This Agreement may be executed in counterparts, including electronic signatures

16. Contact Information

For questions regarding this Master Service Agreement or to initiate a Statement of Work:

Legal Entity: North Star Software, LLC (DBA Northstar AI Labs)
General Inquiries: hello@northstarsoftware.net
Legal/Contracts: legal@northstarsoftware.net
Address: Minneapolis, MN