TECHNOLOGY CONSULTING

MASTER SERVICES AGREEMENT

This MASTER SERVICES AGREEMENT (“Agreement”) is made on October 27, 2022 (the “Effective Date”), by and between [CLIENT NAME](“Client”) and Consultant LLP (“Consultant”). Client and Consultant are each a “Party” and are collectively the “Parties” to this Agreement.

Definitions. As used in this Agreement:

“Client Materials” means all of Client’s proprietary business information, methodologies, procedures, utilities, algorithms, models, documents and concepts, and any Intellectual Property Rights therein, which are provided by Client to Consultant in furtherance of this Agreement.

“Deliverables” means only those tangible items Consultant agrees in writing to provide to Client in a Statement of Work.

“Design Documentation” means a written description of requirements or functionality created through a collaborative process between Consultant and Client for the purpose of analysis, planning, and implementation of the Services and/or Deliverables.

“Intellectual Property Rights” means patents, patent applications, patent rights, trademarks, trademark registrations, trademark applications, service marks, business marks, trade names, brand names, all other names and slogans embodying business or product goodwill (or both), copyright registrations, copyrights (including those in computer programs, software such as source code and object code, development documentation, programming tools, drawings, specifications and data), trade secrets, proprietary information, know-how, mask works, industrial designs, processes and technical information and all related rights now existing or hereafter created.

“Preexisting Materials” means Consultant’s proprietary business information, methodologies, programming, tools, know-how, procedures, utilities, algorithms, models, software libraries, source code, design, products, platform, and documents, and all Intellectual Property Rights therein.

“Proposal” means any project proposal describing project details proposed by Consultant and/or requested by Client.

“Services” means only those technology consulting services Consultant agrees in writing to provide to Client in a Statement of Work.

“Software” means all computer code and related uses of information technology including, but not limited to, all documentation, manuals, and instructions, that is used, designed, developed, and/or implemented by Consultant for Client under this Agreement.

“Statement of Work” means documents referencing this Agreement and specifying project details such as Services, Deliverables, methodologies, and project plans to be accomplished by Consultant and to be paid for by Client. Once signed by the Parties, Statements of Work shall become a part of this Agreement.