Master Services Agreement

This Master Services Agreement ("MSA") sets the standard terms under which BayconAI delivers consulting, implementation, and related services to clients. Specific scope, fees, and timing live in each Statement of Work ("SOW") executed by the parties.

Revised October 6, 2026. The provider is identified as Mauricio Nunes Marques, an individual providing services under the BayconAI brand, and contact details are consolidated to ai@bayconai.com; venue is San Mateo County, California; entity-style wording (senior-executive discussions, provider signatory title) was removed. Previous version: May 14, 2026.

1. Parties and definitions

This MSA is between Mauricio Nunes Marques, an individual providing services under the BayconAI brand ("BayconAI") and the company identified in the SOW ("Client"). "Services" means the consulting, implementation, training, support, and related work described in a SOW. "Deliverables" means the specific tangible work product identified in a SOW. "Client Materials" means data, content, credentials, or other materials provided by Client. "Baycon IP" is defined in Section 6.

2. Services and SOWs

Each engagement is documented in a written SOW signed by both parties. In the event of a conflict between this MSA and a SOW, the SOW controls only for that engagement and only to the extent it expressly references the conflicting provision.

Changes. Either party may request changes by written notice. Changes that materially alter scope, fees, or schedule become effective only when memorialized in a signed change order.

3. Client responsibilities

• Provide timely, accurate Client Materials and reasonable access to systems, stakeholders, and decision-makers.
• Designate a project sponsor with authority to make decisions.
• Comply with applicable laws and all third-party terms relevant to its environment (including AI provider terms).
• Maintain backups of Client systems and data; BayconAI is not responsible for data loss caused by Client systems.

4. Fees, expenses, taxes

Fees. Fees are stated in each SOW and may be fixed, time-and-materials, or retainer-based. Unless the SOW says otherwise: invoices are due net thirty (30) days; amounts past due accrue interest at 1.5% per month or the maximum permitted by law; and BayconAI may suspend Services on fifteen (15) days' written notice of non-payment.

Expenses. Pre-approved, reasonable, out-of-pocket expenses (e.g., third-party API costs incurred for Client's project, travel) are reimbursable at cost.

Taxes. Fees are exclusive of taxes. Client is responsible for sales, use, and similar taxes, other than taxes on BayconAI's net income.

5. Term and termination

Term. This MSA starts on the Effective Date stated in the first SOW and continues until terminated. Each SOW runs through its stated term.

Termination for convenience. Either party may terminate a SOW on thirty (30) days' written notice unless the SOW says otherwise. Client will pay for all Services performed through the effective termination date and any non-cancellable third-party costs BayconAI committed to in reliance on the SOW.

Termination for cause. Either party may terminate for a material breach not cured within fifteen (15) days after written notice, or immediately on the other party's insolvency, assignment for the benefit of creditors, or bankruptcy.

Effects. Sections that by their nature survive (including IP, confidentiality, payment, indemnity, liability, and dispute resolution) survive termination.

6. Intellectual property

Baycon IP. BayconAI owns, and retains all right, title, and interest in, its pre-existing materials, methodologies, frameworks, templates, training, prompt libraries, code generators, internal tools, know-how, and any improvements to the foregoing developed in connection with the Services ("Baycon IP"). Nothing in this MSA assigns Baycon IP to Client.

Deliverables. Upon Client's full payment for the relevant Deliverable, BayconAI assigns to Client all of its right, title, and interest in that Deliverable, excluding any Baycon IP embedded in it. BayconAI grants Client a perpetual, worldwide, non-exclusive, royalty-free, fully-paid-up, non-transferable license to use embedded Baycon IP solely as part of, and as necessary to use, the Deliverable for Client's internal business purposes.

Client Materials. Client retains all right, title, and interest in Client Materials and grants BayconAI a non-exclusive license to use them only to perform the Services.

Open source. BayconAI may use open-source components in Deliverables; their use is governed by their respective licenses and disclosed on request.

7. Confidentiality

"Confidential Information" means non-public information disclosed by one party ("Discloser") to the other ("Recipient") that is marked confidential or that a reasonable person would understand to be confidential under the circumstances. Recipient will: (i) use Confidential Information only to perform under this MSA; (ii) protect it with at least the same care it uses for its own confidential information (and not less than reasonable care); and (iii) limit access to personnel and contractors with a need to know who are bound by confidentiality obligations no less protective than these.

Exclusions: information that is or becomes public without breach, was lawfully known before disclosure, is independently developed without use of Confidential Information, or is rightfully obtained from a third party without restriction. Recipient may disclose Confidential Information if compelled by law, after giving Discloser notice when legally permitted. Confidentiality obligations continue for five (5) years after termination, or indefinitely for trade secrets.

8. Data protection

To the extent BayconAI processes personal data on behalf of Client, the parties will execute the Data Processing Addendum, which is incorporated by reference. Each party will comply with applicable privacy and data protection laws.

9. AI-specific terms

• Probabilistic outputs. AI Outputs may be inaccurate, biased, or unsuitable for a given use. Client is responsible for reviewing AI Outputs before use, especially in regulated contexts.
• Third-party AI providers. BayconAI may use third-party AI platforms (e.g., OpenAI, Anthropic, Google) to deliver Services. Their terms and acceptable use policies apply to the use of those platforms. BayconAI will not knowingly cause Client data to be used to train foundation models other than as described in the DPA.
• Hallucinations and accuracy. BayconAI does not warrant the accuracy, completeness, or factual correctness of AI Outputs.
• Non-exclusivity. Because AI methods and prompt patterns are general and reusable, BayconAI may develop similar work for other clients, provided it does not use Client's Confidential Information or Client Materials in doing so.
• High-risk uses. Without BayconAI's prior written approval, Client will not use Deliverables to make decisions about lending, employment, insurance, housing, health care, immigration, education, or legal status; or in any safety-critical context.

10. Warranties

Mutual. Each party warrants that it has the authority to enter into this MSA and will comply with applicable law.

Services warranty. BayconAI warrants that Services will be performed in a professional and workmanlike manner consistent with applicable industry standards. Client's exclusive remedy for breach of this warranty is for BayconAI to re-perform the non-conforming Services at no additional charge, provided Client gives written notice within thirty (30) days of delivery.

Disclaimer. EXCEPT AS EXPRESSLY STATED, BAYCON AI MAKES NO WARRANTIES, EXPRESS OR IMPLIED, AND DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. BAYCON AI DOES NOT WARRANT UNINTERRUPTED OR ERROR-FREE OPERATION OF ANY SOFTWARE OR THE ACCURACY OF AI OUTPUTS.

11. Indemnification

By BayconAI. BayconAI will defend Client against any third-party claim that a Deliverable, as delivered by BayconAI and used in accordance with this MSA, infringes that third party's U.S. copyright, trademark, or trade secret rights, and will pay any damages finally awarded or settlement amounts agreed by BayconAI. If a Deliverable is found, or in BayconAI's reasonable opinion is likely to be found, infringing, BayconAI may, at its option: (a) procure the right for Client to continue using it; (b) modify it so it is non-infringing; or (c) refund the fees paid for that Deliverable in the prior twelve (12) months and terminate the relevant SOW. This is BayconAI's sole liability and Client's sole remedy for IP infringement claims. Exclusions: claims arising from Client Materials, modifications not made by BayconAI, combinations with non-approved components, use outside the scope of the SOW, or AI Outputs.

By Client. Client will defend BayconAI against any third-party claim arising out of: Client Materials; Client's use of Deliverables in violation of this MSA, law, or third-party rights; or any high-risk or unapproved use described in Section 9.

Procedure. The indemnified party must give prompt notice, tender sole control of defense and settlement (subject to no admission of liability without consent), and reasonably cooperate.

12. Limitation of liability

EXCEPT FOR (i) A PARTY'S INDEMNIFICATION OBLIGATIONS, (ii) BREACH OF CONFIDENTIALITY, (iii) CLIENT'S PAYMENT OBLIGATIONS, OR (iv) A PARTY'S WILLFUL MISCONDUCT OR GROSS NEGLIGENCE:

(a) NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUES, GOODWILL, OR DATA, EVEN IF ADVISED OF THE POSSIBILITY.

(b) EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS MSA AND ALL SOWS WILL NOT EXCEED THE GREATER OF (i) THE FEES PAID OR PAYABLE BY CLIENT TO BAYCON AI UNDER THE RELEVANT SOW IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (ii) FIFTY THOUSAND U.S. DOLLARS (US$50,000).

13. Insurance

BayconAI will maintain commercial general liability, professional liability (errors and omissions) and, where applicable, cyber liability insurance in amounts customary for service providers of similar size and scope. Certificates available on request.

14. Independent contractor; non-solicitation

BayconAI is an independent contractor. Nothing creates a partnership, joint venture, employment, or agency relationship. During the term and for twelve (12) months after, neither party will directly solicit for employment any employee or contractor of the other who is materially involved in the Services. General job postings and unsolicited applications are not violations.

15. Publicity

BayconAI may identify Client by name and logo as a client of BayconAI in customer lists and on its website. Any case study, testimonial, or other detailed description of the Services requires Client's prior written approval, not to be unreasonably withheld.

16. Governing law; disputes

This MSA is governed by California law without regard to its conflict-of-laws principles. The parties will first attempt to resolve disputes through good-faith discussions for at least thirty (30) days. Any unresolved dispute will be resolved by final, binding arbitration administered by JAMS under its Comprehensive Arbitration Rules, before a single arbitrator, in San Mateo County, California (or remotely by agreement). Judgment may be entered on the award in any court of competent jurisdiction. Either party may seek temporary injunctive relief in court to protect intellectual property or confidential information. The parties waive any right to a jury trial and to participate in any class, collective, or representative proceeding.

17. General

Entire agreement. This MSA, the DPA, and each SOW constitute the entire agreement and supersede prior agreements on the subject. Order of precedence. SOW (as to that engagement only) > DPA (as to data processing) > MSA. Amendments. Only effective when signed by both parties. Assignment. Neither party may assign without the other's consent, except to a successor in a merger, acquisition, or sale of substantially all assets. Notices. In writing to the addresses in the SOW; email is sufficient for routine notices but not for breach or termination notices. Force majeure. Excused performance for events beyond reasonable control. Severability and waiver. If any provision is unenforceable, it is modified to the minimum extent necessary; no waiver unless in writing. Counterparts and e-signature. May be executed in counterparts and by electronic signature, each of which is an original.

Statement of Work — Template

The text below is the standard SOW template. Each engagement uses a fresh copy, completed and signed.

This SOW incorporates by reference the Master Services Agreement dated [MSA date] between the parties. In a conflict between this SOW and the MSA, the SOW controls only for this engagement and only where it expressly references the conflicting MSA provision.

Signed: