Master Services Agreement

This Master Services Agreement (the "Agreement") sets out the terms under which BayconAI will provide consulting, AI implementation, training, and related professional services to Client. Specific scope, fees, schedule, and deliverables for each engagement are stated in one or more Statements of Work ("SOWs") signed by both parties and incorporated by reference into this Agreement.

1. Definitions

"Services" means the consulting, implementation, training, and related work described in a SOW. "Deliverables" means the specific tangible work product expressly identified in a SOW. "Client Materials" means data, content, credentials, or other materials provided by Client. "AI Outputs" means outputs generated by AI systems (including third-party large language models) used in performing the Services. "Baycon IP" has the meaning given in Section 6.

2. Services and SOWs

Each engagement is documented in a written SOW signed by both parties. In any conflict between this Agreement and a SOW, this Agreement controls unless the SOW expressly references the conflicting provision. Changes to scope, fees, or schedule are effective only when memorialized in a signed change order.

3. Client Responsibilities

Client will: (a) provide timely, accurate Client Materials and reasonable access to systems, stakeholders, and decision-makers; (b) designate a project sponsor with decision-making authority; (c) comply with applicable law and all third-party terms relevant to its environment; and (d) maintain backups of Client systems and data.

4. Fees, Expenses, Taxes

Fees are stated in each SOW. Unless the SOW says otherwise, invoices are due net thirty (30) days, amounts past due accrue interest at the lesser of 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 that are pre-approved, reasonable, and out-of-pocket (including third-party API usage incurred for Client's project and travel) are reimbursable at cost. Taxes: fees are exclusive of sales, use, and similar taxes, which are Client's responsibility, other than taxes on BayconAI's net income.

5. Term and Termination

This Agreement begins on the Effective Date 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 provides otherwise; Client will pay for 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 material breach not cured within fifteen (15) days after written notice, or immediately on the other party's insolvency or bankruptcy. 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 materials, prompt libraries, code generators, internal tools, know-how, and any improvements to the foregoing.

Deliverables. Upon Client's full payment for a Deliverable, BayconAI assigns to Client all right, title, and interest in that Deliverable, excluding any Baycon IP embedded within 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.

7. Confidentiality

Each party will (a) use the other's Confidential Information only to perform under this Agreement; (b) protect it with at least the same care it uses for its own confidential information, and not less than reasonable care; and (c) 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, or is rightfully obtained from a third party without restriction. Disclosure compelled by law is permitted with prior notice when legally allowed. 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 BayconAI's Data Processing Addendum, which is incorporated by reference. Each party will comply with applicable privacy and data protection laws.

9. AI-Specific Terms

(a) AI Outputs may be inaccurate, biased, or unsuitable for a given use; Client is responsible for review before use, especially in regulated contexts. (b) BayconAI may use third-party AI platforms to deliver Services; their terms apply to use of those platforms, and BayconAI will not knowingly cause Client data to be used to train foundation models other than as described in the DPA. (c) BayconAI does not warrant accuracy, completeness, or factual correctness of AI Outputs. (d) 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. (e) 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

Each party warrants that it has authority to enter into this Agreement and will comply with applicable law. BayconAI warrants that Services will be performed in a professional and workmanlike manner consistent with industry standards. Client's exclusive remedy 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.

Except as expressly stated, BayconAI makes no warranties, express or implied, and disclaims all implied warranties, including merchantability, fitness for a particular purpose, title, and non-infringement. BayconAI 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 Agreement, infringes that third party's U.S. copyright, trademark, or trade secret rights, and will pay 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 use; (b) modify it to be non-infringing; or (c) refund the fees paid for the affected 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 claims. Exclusions: claims arising from Client Materials, modifications not made by BayconAI, combinations with non-approved components, use outside the SOW scope, or AI Outputs.

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

The indemnified party must give prompt notice, tender sole defense and settlement control (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) 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 Agreement and all SOWs will not exceed the greater of (i) the fees paid or payable by Client to BayconAI 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. During the term and for twelve (12) months after, neither party will directly solicit for employment any employee or contractor of the other 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 in customer lists and on its website. Detailed case studies or testimonials require Client's prior written approval, not to be unreasonably withheld.

16. Governing Law; Arbitration

This Agreement is governed by California law, without regard to 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 IP 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 Agreement, the DPA (if executed), and each SOW are the entire agreement and supersede prior agreements on the subject. Order of precedence: SOW (as to that engagement only, where expressly conflicting) > DPA (as to data) > this Agreement. Amendments: only effective when signed by both parties. Assignment: only with consent, except to a successor in a merger, acquisition, or sale of substantially all assets. Notices: in writing to the addresses stated in the applicable 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: unenforceable provisions modified to the minimum extent necessary; no waiver unless in writing. Counterparts and e-signature: may be executed in counterparts and by electronic signature.

The parties have signed this Agreement, in the case of Client through its authorized representative, as of the Effective Date.