# Master Services Agreement (MSA)

**Green Dolphin Software LLC**
**Version 1.0 — May 2026**

> ⚠️ **DRAFT TEMPLATE.** This is Green Dolphin's standard MSA. Run by California
> business attorney before first use. Substitute square-bracket placeholders
> at execution time. This template is NOT legal advice.

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This Master Services Agreement ("Agreement") is entered into as of [Effective Date] (the "Effective Date") by and between:

**Green Dolphin Software LLC**, a California limited liability company with its principal place of business at 3635 Sandalford Way, San Ramon, CA 94582 ("Provider" or "Green Dolphin"); and

**[Client Legal Name]**, a [Client Entity Type] with its principal place of business at [Client Address] ("Client").

Provider and Client are each referred to as a "Party" and collectively as the "Parties."

## 1. Scope; Statements of Work

1.1 **Services.** Provider will perform professional integration consulting and implementation services ("Services") for Client as described in one or more Statements of Work ("SOWs") executed by both Parties under this Agreement.

1.2 **Order of precedence.** In the event of a conflict, an SOW prevails over this Agreement only with respect to the specific Services described in that SOW.

1.3 **No exclusivity.** Nothing in this Agreement creates an obligation for Client to purchase Services or for Provider to make Services available beyond what is set forth in an executed SOW.

## 2. Fees and Payment

2.1 **Fixed-bid pricing.** Each SOW will state a fixed fee for the Services described therein. Provider will not bill on a time-and-materials basis under this Agreement.

2.2 **Payment schedule.** Unless an SOW states otherwise, fees are payable 50% upon SOW execution ("Kickoff Payment") and 50% upon Client's acceptance of delivered Services per Section 4 ("Acceptance Payment").

2.3 **Invoicing.** Provider will invoice Client for amounts due. All invoices are payable within fifteen (15) days of issuance ("Net 15") via ACH transfer or wire transfer to the account specified on the invoice.

2.4 **Late payments.** Undisputed invoices outstanding more than thirty (30) days from issuance will accrue interest at 1.0% per month or the maximum lawful rate, whichever is lower.

2.5 **Expenses.** Travel and out-of-pocket expenses are not assumed in any fixed bid. Where pre-approved in writing by Client, expenses are billed at actual cost without markup.

2.6 **Taxes.** Fees do not include sales, use, or similar transactional taxes. Client is responsible for any such taxes (other than taxes on Provider's net income).

## 3. Change Orders

3.1 **Definition.** Any change to the scope, schedule, or fees of an SOW must be documented in a written Change Order signed by both Parties.

3.2 **New fixed bid.** Each Change Order will state a new fixed fee for the additional or modified work, returned by Provider within three (3) business days of Client's written request.

3.3 **No work without acceptance.** Provider will not perform Change Order work until Client has executed the Change Order in writing. The original fixed bid in the SOW covers original scope only.

## 4. Acceptance

4.1 **Acceptance criteria.** Each SOW will state objective, measurable acceptance criteria for the deliverables described therein.

4.2 **Acceptance period.** Client will have fifteen (15) business days from delivery to test the deliverables against the acceptance criteria and either accept them in writing or provide a written list of specific failures.

4.3 **Cure period.** Provider will have fifteen (15) business days to cure any specific failures. Upon cure, the acceptance period restarts for the cured items only.

4.4 **Deemed acceptance.** Deliverables are deemed accepted if Client uses them in production, or if Client fails to provide written acceptance or a written failure list within the acceptance period.

## 5. Intellectual Property

5.1 **Pre-existing IP.** Each Party retains all rights to its pre-existing intellectual property, materials, and tools.

5.2 **Deliverables.** Subject to receipt of full payment for an SOW, Provider assigns to Client all right, title, and interest in the custom deliverables specifically created for Client under that SOW ("Custom Deliverables"), including source code, documentation, configurations, and architectural designs identified in the SOW.

5.3 **Provider tools and accelerators.** Notwithstanding Section 5.2, Provider retains ownership of, and grants Client a non-exclusive, perpetual, royalty-free license to use as embedded in the Custom Deliverables, any Provider-owned tools, libraries, accelerators, templates, frameworks, or know-how that pre-existed the engagement or are of general applicability across Provider's client base ("Provider Tools").

5.4 **GitHub transfer.** During an engagement, source code resides in Provider's GitHub Organization. On payment of the Acceptance Payment, Provider will transfer the relevant repositories to Client's GitHub Organization (or, at Client's option, deliver a complete repository archive with full commit history).

5.5 **Open source.** Provider may incorporate open-source software components into the Custom Deliverables. The applicable open-source licenses are listed in the README of each repository.

## 6. Confidentiality

6.1 **Confidential Information.** "Confidential Information" means non-public information disclosed by one Party ("Discloser") to the other ("Recipient") in connection with this Agreement, whether marked as confidential or that a reasonable person would understand to be confidential under the circumstances.

6.2 **Obligations.** Recipient will (a) hold Confidential Information in strict confidence using at least the same degree of care as it uses for its own confidential information of similar sensitivity (and in no event less than reasonable care), (b) use Confidential Information only as necessary to perform under this Agreement, and (c) not disclose Confidential Information to any third party except to its employees, contractors, and advisors who are bound by confidentiality obligations no less protective than this Section 6.

6.3 **Exclusions.** Confidentiality obligations do not apply to information that (a) is or becomes publicly known without breach of this Agreement, (b) was rightfully in Recipient's possession before disclosure, (c) is independently developed without use of Confidential Information, or (d) is rightfully obtained from a third party without confidentiality obligations.

6.4 **Required disclosure.** If Recipient is required by law, regulation, or court order to disclose Confidential Information, Recipient will, where lawful, give Discloser prompt written notice and reasonable cooperation to seek a protective order.

6.5 **Term.** Confidentiality obligations survive for five (5) years after termination of this Agreement, except for trade secrets which remain confidential for as long as they qualify as trade secrets under applicable law.

## 7. Data Processing

7.1 **DPA.** If Provider processes personal data on behalf of Client, the Data Processing Addendum attached as Exhibit A (or signed separately) governs.

7.2 **Data return / destruction.** On termination of an SOW or written request, Provider will return or destroy Client's data in Provider's possession, except for backup copies subject to standard retention.

## 8. Representations and Warranties

8.1 **Mutual.** Each Party represents and warrants that it has full authority to enter into this Agreement and perform its obligations hereunder.

8.2 **Provider.** Provider represents and warrants that (a) Services will be performed in a professional and workmanlike manner consistent with industry standards, (b) Custom Deliverables will, on delivery, materially conform to the specifications and acceptance criteria stated in the applicable SOW, and (c) to Provider's knowledge, the Custom Deliverables will not infringe the intellectual property rights of any third party.

8.3 **Disclaimer.** EXCEPT AS EXPRESSLY STATED IN THIS SECTION 8, PROVIDER MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. PROVIDER DOES NOT WARRANT THAT THE SERVICES OR DELIVERABLES WILL BE UNINTERRUPTED OR ERROR-FREE.

## 9. Indemnification

9.1 **By Provider.** Provider will indemnify, defend, and hold harmless Client from any third-party claim alleging that the Custom Deliverables, as delivered, infringe a U.S. patent, copyright, or trademark or misappropriate a trade secret. Provider's obligation under this Section 9.1 is conditioned on Client (a) giving prompt written notice of the claim, (b) allowing Provider to control the defense and settlement, and (c) cooperating reasonably.

9.2 **Provider remedies.** If a Custom Deliverable is held to infringe, or in Provider's reasonable opinion is likely to be held to infringe, Provider may, at its option, (a) procure a license, (b) modify the deliverable to be non-infringing, or (c) terminate the affected SOW and refund unearned fees.

9.3 **Exclusions.** Provider's indemnification obligation does not apply to claims arising from (a) modifications to the Custom Deliverables not made by Provider, (b) combinations with other software not provided by Provider, (c) use not in accordance with documentation, or (d) materials provided by Client.

9.4 **By Client.** Client will indemnify, defend, and hold Provider harmless from any third-party claim arising from Client's data, materials, or systems provided to or used by Provider in performing the Services.

## 10. Limitation of Liability

10.1 **Cap.** EXCEPT FOR (A) BREACHES OF CONFIDENTIALITY, (B) INDEMNIFICATION OBLIGATIONS, OR (C) GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, EACH PARTY'S TOTAL CUMULATIVE LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED THE FEES PAID OR PAYABLE BY CLIENT UNDER THE SOW GIVING RISE TO THE CLAIM IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

10.2 **Exclusion of consequential damages.** NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, OR USE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

## 11. Insurance

11.1 **Coverage.** Provider will maintain, at its expense, the following insurance coverage during the term of any active SOW:

  (a) Professional Liability (Errors & Omissions): not less than $2,000,000 per claim and $2,000,000 aggregate;
  (b) Commercial General Liability: not less than $2,000,000 per occurrence and $3,000,000 aggregate;
  (c) Cyber Liability / Network Security: not less than $1,000,000 aggregate.

11.2 **Certificates.** On Client's written request, Provider will furnish a certificate of insurance evidencing the above coverage and naming Client as Additional Insured where commercially available.

## 12. Term and Termination

12.1 **Term.** This Agreement starts on the Effective Date and continues until terminated under this Section 12.

12.2 **Termination for convenience.** Either Party may terminate this Agreement (but not an active SOW) at any time on thirty (30) days written notice. Active SOWs continue under this Agreement until completed or terminated under their own terms.

12.3 **Termination for breach.** Either Party may terminate this Agreement or any SOW immediately on written notice if the other Party materially breaches and fails to cure within fifteen (15) days of written notice of the breach.

12.4 **Effect.** On termination, Client will pay Provider for all Services performed and accepted (or deemed accepted) before termination. Sections 5, 6, 7, 9, 10, 11, 13, and 14 survive termination.

## 13. Governing Law and Disputes

13.1 **Governing law.** This Agreement is governed by the laws of the State of California, excluding its conflicts-of-laws principles.

13.2 **Disputes.** The Parties will attempt in good faith to resolve disputes through senior-executive discussion. If unresolved within thirty (30) days, disputes will be resolved by binding arbitration under JAMS rules in San Francisco County, California, except either Party may seek injunctive or equitable relief in any court of competent jurisdiction to protect its intellectual property or Confidential Information.

13.3 **Attorneys' fees.** The prevailing Party in any dispute is entitled to recover reasonable attorneys' fees and costs.

## 14. General Provisions

14.1 **Notices.** Notices must be in writing and delivered to the addresses on the signature block (or as updated by written notice). Email notice to a designated email address is sufficient for routine matters; legal notices require certified mail or recognized overnight courier.

14.2 **Independent contractors.** The Parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, employment, or agency relationship.

14.3 **No subcontracting without consent.** Provider will not subcontract material performance of Services without Client's prior written consent (not unreasonably withheld). Provider remains responsible for its subcontractors' compliance with this Agreement.

14.4 **Non-solicitation.** During the term of any SOW and for twelve (12) months after, neither Party will solicit for employment any individual employed or engaged by the other in connection with the Services, without the other Party's prior written consent. General job postings not directed at specific individuals do not violate this Section.

14.5 **Force majeure.** Neither Party is liable for failure or delay caused by events beyond its reasonable control (e.g., natural disasters, government acts, internet outages affecting both Parties, pandemics).

14.6 **Assignment.** Neither Party may assign this Agreement without the other's prior written consent, except in connection with a merger, acquisition, or sale of substantially all assets, on written notice.

14.7 **Entire agreement.** This Agreement, together with any executed SOWs, Change Orders, and Exhibits, constitutes the entire agreement between the Parties on its subject matter and supersedes all prior agreements and understandings.

14.8 **Amendments.** Amendments must be in writing and signed by both Parties.

14.9 **Severability.** If any provision is held unenforceable, the remainder remains in effect.

14.10 **Counterparts.** This Agreement may be executed in counterparts, including by electronic signature, each of which is an original.

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**IN WITNESS WHEREOF**, the Parties have executed this Agreement as of the Effective Date.

| **Green Dolphin Software LLC** | **[Client Legal Name]** |
|---|---|
| By: ___________________________ | By: ___________________________ |
| Name: Max Girin | Name: __________________________ |
| Title: Founder & Principal Architect | Title: __________________________ |
| Date: __________________________ | Date: __________________________ |

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## Exhibit A — Data Processing Addendum

(See separate document `Green_Dolphin_DPA_Template.md`)