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MASTER INDEPENDENT CONTRACTOR AGREEMENT (MSA)
This Agreement is entered into as of October 17, 2026 by and between:
Client: Acme Enterprises Inc. ("Client")
Service Provider: Apex Software Solutions LLC ("Service Provider")
SECTION 1. APPOINTMENT AND ENGAGEMENT
Client engages Apex Software Solutions LLC ("Service Provider") to provide professional services and agreed deliverables as specified in mutually executed Statements of Work (SOW) or Order Forms. Service Provider performs services as an independent entity and maintains exclusive control over the manner, schedule, and tools utilized.
SECTION 2. PAYMENT TERMS & OBJECTIVE ACCEPTANCE
Invoices shall be rendered upon completion of designated milestones. All properly rendered invoices are payable on terms of Net 15 days from date of invoice. Overdue balances shall accrue interest at the rate of 1.5% per month or the maximum permissible by law.
Deliverables shall be deemed accepted unless Client delivers detailed written notice specifying objective technical non-conformity with written specifications within seven (7) business days following delivery.
SECTION 3. INTELLECTUAL PROPERTY & BACKGROUND TOOLING RETENTION
Conditioned upon Service Provider's receipt of full and final payment, Service Provider hereby assigns to Client all right, title, and interest solely in custom deliverables created specifically for Client hereunder.
Service Provider expressly retains all ownership, rights, and title in Service Provider's pre-existing codebases, tools, libraries, design systems, algorithms, scripts, boilerplates, and open-source components ("Background IP"). Service Provider grants Client a perpetual, worldwide, non-exclusive license to use Background IP solely as integrated within the final deliverables.
SECTION 4. PROHIBITION ON AI TRAINING & SYNTHETIC CLONING
Client shall not ingest, utilize, crawl, or authorize any third party to use Service Provider's voice, likeness, image, source code, written text, or persona to train, fine-tune, or develop any artificial intelligence system, deep-learning model, automated generator, or synthetic digital avatar without separate express written agreement and distinct licensing fees.
SECTION 5. LIMITATION OF LIABILITY & CONSEQUENTIAL DAMAGES WAIVER
IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFITS, DATA, GOODWILL, OR BUSINESS INTERRUPTION.
SERVICE PROVIDER'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT, OR OTHERWISE, SHALL BE STRICTLY LIMITED TO TOTAL FEES PAID IN PREVIOUS 12 MONTHS.
SECTION 6. CLIENT DEPENDENCIES & DAY-FOR-DAY SCHEDULE EXTENSIONS
Estimated delivery dates are conditioned upon Client providing necessary assets, API credentials, and feedback within three (3) business days of request. Any delay attributable to Client dependencies shall automatically extend all milestone delivery targets day-for-day. Service Provider disclaims any late delivery penalties or liquidated damages.
SECTION 7. PORTFOLIO & ATTRIBUTION RIGHTS
Service Provider retains the right to display non-confidential project deliverables, work samples, and Client's name/logo in Service Provider's professional portfolio, case studies, and marketing collateral.
SECTION 8. DISPUTE RESOLUTION & REMOTE ARBITRATION
This Agreement shall be governed by and construed in accordance with the laws of Delaware, USA (Online Arbitration). Any dispute or claim arising out of this Agreement shall be settled by confidential binding arbitration administered online by the American Arbitration Association (AAA) or JAMS in accordance with its expedited commercial rules. All hearings shall be conducted remotely via video conference.
IN WITNESS WHEREOF, the authorized representatives have executed this Agreement as of the date first written above.
CLIENT: Acme Enterprises Inc.
By: ___________________________
Name: Authorized Representative
Title: Corporate Officer
SERVICE PROVIDER: Apex Software Solutions LLC
By: ___________________________
Name: Authorized Representative
Title: Principal / Managing Director