Master Services Agreement

VALOR RATE VENTURES, LLC
VRV Pages - Professional Web Development

Agreement ID:
Version:
Effective Date:
Term: Evergreen (ongoing until terminated)

This Master Services Agreement (“MSA”) is entered into as of (“Effective Date”) by and between:

SERVICE PROVIDER:
Valor Rate Ventures, LLC (“VRV,” “we,” “us,” “our”)

,
Email:
Phone:

CLIENT:
(“Client,” “you,” “your”)

,
Email:
Phone:

(collectively, the “Parties”)

1. PURPOSE & TERM

1.1 Purpose

This MSA establishes the general legal framework for web development services provided by VRV to Client. Individual projects are governed by Statements of Work (“SOWs” or “Mini-SOWs”) that reference and incorporate this MSA.

1.2 Evergreen Term

This MSA is effective as of the Effective Date and continues indefinitely until terminated by either Party as described in Section 13 (Termination). Individual SOWs may have their own project timelines, but this MSA remains the controlling legal framework.

1.3 Survival

Even after MSA termination, Sections 6 (Intellectual Property), 7 (Open-Source Components), 8 (Warranties), 10 (Confidentiality), 11 (Limitation of Liability), 12 (Indemnification), and 15 (General Provisions) survive indefinitely or as specified in those sections.

2. SCOPE & SOW INCORPORATION

2.1 Services Overview

VRV specializes in building fast, modern websites using Jekyll static site generator, GitHub Pages hosting, and Cloudflare performance optimization. Services may include design, development, content management setup, SEO foundation, hosting configuration, and training.

2.2 SOW Governs What; MSA Governs How

Each project is defined in a separate SOW or Mini-SOW that specifies:

Project scope and deliverables
Timeline and milestones
Fees and payment schedule
Client-specific requirements

This MSA governs the legal terms: payment mechanics, IP ownership, warranties, liability, termination, confidentiality, and dispute resolution.

2.3 Conflict Resolution

If a conflict arises between the MSA and a SOW:

SOW controls: project scope, deliverables, fees, payment schedule, and timeline
MSA controls: all legal terms, IP ownership structure, warranties, liability limits, and general provisions

The most recent document prevails for its domain. SOW amendments do not modify MSA terms unless explicitly stated and signed by both Parties.

2.4 SOW Format

SOWs may be:

Mini-SOW: 2–5 page summary for straightforward projects (typically under $10,000)
Full SOW: 15–18 page detailed document for complex projects (typically over $10,000)

Both formats incorporate this MSA by reference and must specify which IP ownership option (Section 6) applies.

3. FEES, INVOICING & PAYMENT

3.1 Fee Structure

Fees for each project are specified in the applicable SOW. Common structures include:

Fixed-price: total project cost divided into milestone payments
Time-and-materials: hourly rate × hours worked (with or without cap)
Retainer: recurring monthly fee for ongoing services

3.2 Payment Terms

Default Terms: Net days from invoice date, unless the SOW specifies different terms.

Accepted Methods:

ACH or wire transfer (preferred - no processing fee)
Business check payable to “Valor Rate Ventures, LLC”
Credit card (% processing fee applies)

3.3 Invoicing

VRV will invoice according to the payment schedule in the SOW. Each invoice includes:

Invoice number and date
SOW reference and project name
Description of work completed or milestone achieved
Amount due and payment due date
Payment instructions

Invoices are sent to unless Client designates a different contact.

3.4 Late Payments

Late Fee: Unpaid balances accrue interest at % per month (% annually) or the maximum rate permitted by law, whichever is lower.

Suspension of Services: If payment is or more days overdue, VRV may suspend work on all active projects until the account is current. Suspension does not extend SOW deadlines unless both Parties agree in writing.

Collection Costs: Client is responsible for all costs of collection, including reasonable attorney fees, court costs, and collection agency fees.

3.5 Expenses

Included: Routine project expenses (hosting during development, standard tools, testing) are included in project fees.

Reimbursable: Extraordinary expenses over $ require Client pre-approval. Examples include:

Premium stock photography or video
Specialized software licenses (e.g., commercial fonts, premium plugins)
Third-party API fees or services
Travel costs (if applicable)

Pre-approved expenses are invoiced at cost with no markup.

3.6 Taxes

All fees are exclusive of applicable sales tax, use tax, VAT, or other transaction taxes. Client is responsible for all taxes except VRV’s income taxes. If VRV is required to collect taxes, they will be itemized on invoices.

4. CHANGE MANAGEMENT

4.1 Change Order Process

Changes beyond the SOW scope require a written Change Order:

Request: Either Party submits a written change request describing the proposed modification
Assessment: VRV evaluates impact on scope, timeline, and cost within business days
Proposal: VRV provides a written Change Order proposal including:
- Detailed description of changes
- Impact on timeline (new milestone dates)
- Additional fees or credits
- Updated acceptance criteria (if applicable)
Approval: Client approves in writing (email acceptable)
Execution: Both Parties sign the Change Order
Implementation: VRV proceeds with approved work

No work outside the SOW scope begins until the Change Order is approved.

4.2 Change Order Rates

Hourly Rate: $/hour

Minimum Block: Changes are billed in -hour minimum increments. Additional time is billed in -hour increments.

Estimate Provided: VRV provides a time estimate before work begins. If actual time exceeds estimate by more than %, VRV will notify Client and obtain approval before continuing.

4.3 Emergency Changes

For urgent changes requiring immediate action (e.g., critical security fixes, broken functionality):

Client may authorize via email to
VRV will proceed immediately if available
Formal Change Order executed within business days
Standard change order rates apply

4.4 Out-of-Scope Work

VRV is not obligated to perform work outside the SOW scope without an approved Change Order. Any work performed without approval is done at VRV’s sole discretion and risk.

5. ACCEPTANCE & REVISIONS

5.1 Deliverable Review

When VRV delivers a milestone or deliverable for review:

Client has business days to review and provide feedback
Feedback must be in writing (email acceptable) and relate to SOW specifications
Feedback must be specific, reasonable, and actionable

5.2 Acceptance

Acceptance occurs when:

Client provides written approval, OR
business days pass without written feedback

Silence after the review period constitutes acceptance. Accepted deliverables trigger milestone payments as specified in the SOW.

5.3 Rejection

Rejection must:

Be in writing within the review period
Include specific, itemized issues
Reference SOW specifications that are not met
Propose reasonable corrections

Vague rejections (“I don’t like it,” “It doesn’t feel right”) without specific, SOW-based objections are not valid rejections.

5.4 Included Revisions

The number of revision rounds for each phase is specified in the SOW (typically for design, for development).

Scope of Revisions:

Revisions must stay within the scope of the original deliverable
Requests for new features, pages, or functionality constitute Change Orders
Revisions address deviations from SOW specifications, not changes of direction

5.5 Additional Revisions

Revisions beyond included rounds are billed as Change Orders at the hourly rate specified in Section 4.2.

5.6 Final Acceptance

Final project acceptance occurs when:

Client provides written final approval, OR
days pass after final delivery, OR
Client authorizes site launch (whichever occurs first)

Final acceptance triggers:

Final payment
Warranty period commencement (Section 8)
IP ownership transfer (if Option A selected - Section 6)

6. INTELLECTUAL PROPERTY & LICENSING

6.1 IP Ownership Options

Each SOW must specify which option applies to that project. The option selected governs IP ownership for all deliverables under that SOW.

OPTION A: FULL OWNERSHIP PACKAGE

When This Applies: Client pays a one-time Ownership Package Fee of $ (amount specified in SOW) in addition to project fees.

A.1 Transfer of Ownership

Upon receipt of both (a) cleared final payment and (b) the Ownership Package Fee, VRV transfers to Client all ownership rights to:

All custom designs created specifically for the project
All custom code and functionality developed for the project
Complete website source code, architecture, and database schema
All project files, assets, and technical documentation
Design mockups, prototypes, and creative work product

A.2 License Grant

VRV grants Client a perpetual, worldwide, exclusive, irrevocable, royalty-free, fully transferable and sublicensable license to:

Use, copy, modify, reproduce, and distribute all custom work product
Create derivative works and adaptations
Publicly display and publicly perform the work product
Sublicense these rights to third parties (e.g., future developers, agencies)
Sell, transfer, or assign the website and all associated IP rights

A.3 Source Code Delivery

Within business days of final payment, VRV delivers:

Complete source code repository (GitHub, GitLab, or ZIP archive)
All design files (Figma, Sketch, Adobe XD, or exported formats)
Database exports and backups (if applicable)
Technical documentation and architecture notes
Deployment and build instructions
All access credentials (hosting, DNS, third-party services)

A.4 DIY Management

Client assumes full responsibility for:

Website hosting and infrastructure costs
Security updates, patches, and maintenance
Backup management
SSL certificate renewals
Domain and DNS management
Future enhancements and bug fixes

VRV is not obligated to provide ongoing support but may offer it under separate agreement.

A.5 VRV Retained Rights Under Option A

Even under Option A, VRV retains ownership of:

Pre-existing code, templates, and frameworks created before this engagement
Internal development tools and utilities
General methodologies, processes, and know-how
Reusable code patterns and libraries developed for internal use

These remain VRV property but Client receives a license to use them as incorporated into the delivered work product.

OPTION B: MANAGED SERVICES LICENSE

When This Applies: Client does not purchase the Ownership Package. Instead, Client pays a monthly Managed Services Fee of $/month (amount specified in SOW or separate Managed Services Agreement).

B.1 VRV Retains Ownership

VRV retains exclusive ownership of all intellectual property created under the project, including:

All custom designs and creative work product
All custom code, scripts, and functionality
Website source code, architecture, and database structure
Technical documentation and specifications
Design files and project assets

B.2 Usage License to Client

VRV grants Client a perpetual, worldwide, non-exclusive, non-transferable, royalty-free license to use the website and deliverables for Client’s intended business purpose and operations.

Permitted Uses:

Display and operate the website for business purposes
Access admin interfaces and content management systems
Update content, images, and text through provided interfaces
View analytics and performance data
Promote and market the website

Prohibited Without VRV Consent:

Access, view, modify, or edit website source code
Reverse engineer, decompile, or disassemble the website
Copy, reproduce, or duplicate the website architecture
Create derivative works or substantially similar designs
Transfer the website to third-party hosting without VRV migration services
Sublicense, sell, lease, or distribute the website or its components
Remove or alter VRV’s attribution, copyright notices, or proprietary marks

B.3 Managed Services Included

Monthly Managed Services Fee includes:

Website hosting on VRV infrastructure or VRV-managed hosting
Security monitoring, updates, and patches
% uptime guarantee
SSL certificate management and renewals
Routine backups ()
Technical support ( hours/month)
Minor content updates and tweaks ( hours/month)
Performance monitoring and optimization

B.4 Service Level & Support

Support response times:

Critical issues (site down, security breach): hours
High priority (broken functionality, performance issues): business hours
Normal requests (content updates, minor tweaks): business hours
Low priority (enhancements, feature requests): business days

Support hours do not roll over month-to-month. Major enhancements beyond included hours are billed separately at standard Change Order rates.

B.5 Termination Under Option B

If Client terminates Managed Services:

Client retains the perpetual usage license to the website as delivered at termination
VRV provides a final website export/backup
Client must migrate to own hosting within days
After migration period, VRV may delete all Client data and website files
Client may not modify source code or create derivative works post-termination
To regain full ownership rights, Client may purchase the Ownership Package at then-current rates

6.3 Client Content Ownership

Client retains exclusive ownership of all Client-supplied content, including:

Text, articles, blog posts, and written materials
Photographs, images, videos, and multimedia
Logos, trademarks, brand guidelines, and brand assets
Business data, customer information, and proprietary data
Any pre-existing intellectual property provided to VRV

Client grants VRV a non-exclusive, worldwide, royalty-free license to use Client content solely for the purpose of performing services under this MSA and associated SOWs.

6.4 Portfolio & Marketing Rights

VRV reserves the right to:

Display completed projects in portfolios, case studies, and marketing materials
Include screenshots, descriptions, and project details on VRV website
Use projects as references for prospective clients
Publicly announce the Client relationship and project (unless confidentiality requested in writing)

Client may request exclusion from portfolio by written notice. VRV will comply within days.

6.5 Intellectual Property Indemnification

By Client: Client warrants it has all necessary rights to content, materials, and information provided to VRV. Client indemnifies and holds VRV harmless from any claims that Client-supplied materials infringe or misappropriate third-party intellectual property rights.

By VRV: VRV warrants that custom work product created by VRV does not infringe third-party intellectual property rights. VRV indemnifies Client against claims of infringement arising from VRV’s custom work (excluding third-party components covered in Section 7).

7. OPEN-SOURCE & THIRD-PARTY COMPONENTS

7.1 Use of Open-Source Software

Websites built by VRV incorporate open-source software, frameworks, and libraries that are not VRV-owned intellectual property. These components remain subject to their original licenses.

Common Examples:

Jekyll: MIT License
Ruby Gems: Various (typically MIT, BSD, Apache 2.0)
JavaScript libraries: jQuery, React, Vue (MIT License)
CSS frameworks: Bootstrap, Tailwind CSS (MIT License)
Fonts: Google Fonts (SIL OFL), Font Awesome (SIL OFL + MIT)

7.2 License Compliance

VRV ensures that all open-source components are used in compliance with their licenses. Client agrees to maintain compliance with these licenses in all future use, modification, and distribution of the work product.

7.3 Third-Party Services & APIs

Projects may integrate third-party services and APIs (e.g., Google Analytics, Cloudflare, payment processors, email services). These services:

Are governed by their own terms of service and privacy policies
May require separate accounts and subscriptions
May incur usage fees payable directly to the third party
Are the responsibility of the third party, not VRV

VRV is not responsible for third-party service outages, API changes, pricing changes, or discontinuation.

7.4 Stock Assets

If the SOW includes licensed stock assets (photography, video, music, illustrations, icons):

Licenses are purchased in Client’s name when possible
License terms are provided to Client
Client is responsible for compliance with usage restrictions
Extended or enterprise licenses may incur additional costs

7.5 Exclusion from Warranties

Open-source software and third-party components are provided “AS IS” without warranty. VRV’s warranties in Section 8 do not cover defects, bugs, or incompatibilities in third-party or open-source components.

8. WARRANTIES

8.1 VRV Warranties

VRV represents and warrants that:

Authority: VRV has the legal authority to enter into and perform this MSA
Professional Standards: Services will be performed in a professional, workmanlike manner consistent with industry standards
Original Work: Custom work product is VRV’s original creation (except third-party components)
Legal Compliance: VRV complies with applicable laws, holds necessary licenses, and maintains required insurance

8.2 Workmanship Warranty

For days from project launch (or final acceptance if no launch), VRV warrants that the delivered website will:

Function substantially in accordance with SOW specifications
Be free from material defects in workmanship
Perform as demonstrated during acceptance testing

Coverage: This warranty covers bugs, defects, and issues in VRV’s original custom work.

8.3 Warranty Exclusions

The warranty does NOT cover issues caused by:

Client Modifications: Changes, edits, or customizations made by Client or third parties after delivery
Hosting/Infrastructure: Server issues, hosting outages, network problems, DNS failures
Third-Party Services: API changes, service outages, deprecated features
Browser Updates: Changes in browser behavior, compatibility issues from browser updates released after launch
Force Majeure: Events beyond VRV’s reasonable control (natural disasters, cyberattacks, pandemics)
Normal Wear: Technology obsolescence, evolving security threats, changing industry standards
Misuse: Use of the website beyond its intended purpose or in violation of terms of service

8.4 Warranty Remedy

VRV’s sole obligation for breach of warranty is to:

Re-perform the non-conforming work, OR
If VRV cannot cure the defect after reasonable efforts, refund the portion of fees attributable to the defective work

This remedy is Client’s exclusive remedy for breach of warranty.

8.5 Warranty Claim Process

To claim under warranty:

Client provides written notice within the warranty period
Notice includes detailed description of the defect and steps to reproduce
VRV investigates and responds within business days
If covered, VRV schedules repair work within reasonable timeframe
Warranty repairs are performed during VRV’s normal business hours

8.6 Disclaimer of Other Warranties

EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 8, VRV MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT.

VRV DOES NOT WARRANT THAT THE WEBSITE WILL BE ERROR-FREE, UNINTERRUPTED, SECURE FROM ALL THREATS, OR MEET CLIENT’S BUSINESS OBJECTIVES. VRV DOES NOT WARRANT RESULTS, OUTCOMES, SALES, TRAFFIC, RANKINGS, OR OTHER BUSINESS METRICS.

8.7 Client Warranties

Client represents and warrants that:

Client has authority to enter into this MSA and bind the entity
All content, materials, and information provided are accurate, complete, and lawful
Client-supplied materials do not infringe third-party intellectual property rights
Client owns or has license to use all trademarks, logos, and brand materials provided

9. SECURITY, PRIVACY & ACCESSIBILITY

9.1 Security Practices

VRV implements commercially reasonable security measures in website development, including:

Secure coding practices following OWASP guidelines
SSL/TLS encryption for data transmission
Secure credential storage and management
Input validation and output encoding
Protection against common vulnerabilities (XSS, CSRF, SQL injection)
Regular dependency updates during active development

9.2 Security Limitations

VRV cannot guarantee absolute security. Client acknowledges that:

No website is completely secure from all threats
New vulnerabilities are discovered regularly
Security is an ongoing process requiring continuous monitoring
Client is responsible for security after project delivery (Option A) or handoff
Under Option B, VRV provides ongoing security monitoring as part of Managed Services

9.3 Data Breach Notification

If VRV becomes aware of a data breach involving Client data during active development or Managed Services:

VRV will notify Client within hours of discovery
Notification includes known details: date, scope, affected data, suspected cause
VRV will cooperate with Client’s investigation and response efforts
Client remains responsible for regulatory notifications and user communications

9.4 Privacy & Data Processing

When VRV handles personal information on Client’s behalf:

Data Processor Relationship: VRV acts as a data processor; Client is the data controller.

VRV Obligations:

Process personal data only per Client’s documented instructions
Implement appropriate technical and organizational security measures
Assist Client with data subject access requests (DSARs)
Delete or return personal data upon Client request (except where retention required by law)
Maintain confidentiality of personal data

GDPR/CCPA Compliance: If applicable, VRV will comply with GDPR, CCPA, and other data protection regulations. A separate Data Processing Addendum (DPA) may be required for projects involving significant personal data processing.

9.5 Accessibility Commitment

VRV makes commercially reasonable efforts to build websites that comply with:

Web Content Accessibility Guidelines (WCAG) 2.2 Level AA
Americans with Disabilities Act (ADA) web accessibility standards

Commercially Reasonable Efforts Means:

Following WCAG 2.2 AA guidelines during design and development
Semantic HTML markup and proper heading hierarchy
Keyboard navigation support
Color contrast ratios meeting AA standards
Alt text for images (Client provides content)
ARIA labels and roles where appropriate
Testing with automated accessibility tools

9.6 Accessibility Limitations

VRV does not warrant that:

The website is 100% accessible to all users with all disabilities
The website will never receive accessibility complaints
The website complies with all future accessibility standards

Client Responsibilities:

Providing accessible content (alt text, transcripts, captions)
Maintaining accessibility in future content updates
Testing with real users and assistive technologies
Addressing accessibility issues discovered after launch

Accessibility is a shared responsibility. VRV provides the accessible foundation; Client maintains it through accessible content practices.

10. CONFIDENTIALITY

10.1 Definition

“Confidential Information” means any non-public information disclosed by one Party (“Disclosing Party”) to the other Party (“Receiving Party”), including:

Business plans, strategies, financial information, and pricing
Technical information, source code, algorithms, and methodologies
Customer lists, user data, and analytics
Trade secrets, know-how, and proprietary processes
Information marked or identified as “Confidential”
Information that would reasonably be considered confidential given its nature and context

10.2 Obligations

Receiving Party agrees to:

Protect Confidential Information with the same degree of care used for its own confidential information (but no less than reasonable care)
Use Confidential Information solely for purposes of this MSA
Limit disclosure to employees, contractors, and advisors with a legitimate need to know who are bound by confidentiality obligations
Not disclose Confidential Information to third parties without Disclosing Party’s prior written consent

10.3 Exclusions

Confidential Information does not include information that:

Was publicly available at the time of disclosure or later becomes publicly available through no breach by Receiving Party
Was rightfully in Receiving Party’s possession before disclosure (evidenced by written records)
Is independently developed by Receiving Party without reference to Confidential Information
Is received from a third party without breach of confidentiality obligations
Must be disclosed by law, regulation, or court order (provided Receiving Party gives Disclosing Party prompt written notice and reasonable opportunity to seek protective order)

10.4 Return or Destruction

Upon termination of this MSA or upon Disclosing Party’s written request, Receiving Party will:

Promptly return or destroy all Confidential Information in its possession
Provide written certification of destruction if requested
May retain one archival copy if required by legal or regulatory obligations or standard backup procedures

10.5 Term

Confidentiality obligations survive termination of this MSA for years, except that trade secrets remain confidential indefinitely or until they become publicly known through no fault of Receiving Party.

10.6 Equitable Relief

Receiving Party acknowledges that breach of confidentiality may cause irreparable harm for which monetary damages are inadequate. Disclosing Party is entitled to seek injunctive relief, specific performance, or other equitable remedies without posting bond, in addition to all other available remedies.

11. LIMITATION OF LIABILITY

11.1 Liability Cap

TO THE MAXIMUM EXTENT PERMITTED BY LAW, VRV’S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THIS MSA, ANY SOW, OR SERVICES PROVIDED, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, SHALL NOT EXCEED THE TOTAL FEES PAID BY CLIENT TO VRV UNDER THE APPLICABLE SOW GIVING RISE TO THE CLAIM.

For claims not tied to a specific SOW, liability is capped at fees paid in the months preceding the claim.

11.2 Exclusion of Consequential Damages

IN NO EVENT SHALL VRV BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO:

Lost profits, revenue, sales, or business opportunities
Loss of data, goodwill, or reputation
Business interruption or downtime
Cost of substitute services or replacement goods
Failure to realize expected savings
Third-party claims for damages

This exclusion applies even if VRV has been advised of the possibility of such damages and regardless of whether the claim is based on contract, tort, strict liability, or any other legal theory.

11.3 Exceptions to Limitations

The limitations in Sections 11.1 and 11.2 do not apply to:

Client’s payment obligations: Client must pay all fees owed regardless of liability caps
Indemnification obligations: Section 12 indemnities are not capped
Willful misconduct or gross negligence: Intentional wrongdoing or reckless disregard for obligations
Violations of intellectual property rights: IP infringement claims under Section 6.5
Violations of confidentiality: Unauthorized disclosure of trade secrets or confidential information
Claims not permitted to be limited by applicable law

11.4 Fundamental Basis of Bargain

Client acknowledges and agrees that:

The fees charged reflect the allocation of risk set forth in this Section 11
VRV would not enter into this MSA without these limitations of liability
These limitations are a fundamental element of the basis of the bargain between the Parties
These limitations will apply even if any limited remedy fails of its essential purpose

11.5 Mitigation

Client agrees to take reasonable steps to mitigate damages and will not recover for damages that could have been avoided through reasonable mitigation efforts.

12. INDEMNIFICATION

12.1 Client Indemnification

Client agrees to indemnify, defend (with counsel reasonably acceptable to VRV), and hold harmless VRV, its officers, directors, employees, contractors, and agents from and against any and all third-party claims, demands, damages, losses, liabilities, costs, and expenses (including reasonable attorney fees and court costs) arising from or related to:

Client-Supplied Materials: Claims that content, materials, information, or intellectual property provided by Client infringes or misappropriates third-party rights
Client’s Breach: Client’s material breach of this MSA or any SOW
Violation of Laws: Client’s violation of applicable laws, regulations, or third-party rights
Misuse of Deliverables: Client’s use of deliverables beyond the scope licensed or in violation of this MSA
Client’s Business Operations: Claims arising from Client’s products, services, business practices, or relationships with its customers

12.2 VRV Indemnification

VRV agrees to indemnify, defend, and hold harmless Client from and against third-party claims arising from or related to:

IP Infringement: Claims that VRV’s custom work product (excluding Client-supplied materials and third-party components) infringes third-party intellectual property rights
VRV’s Breach: VRV’s material breach of this MSA or SOW
Violation of Laws: VRV’s violation of applicable laws or regulations in performing services
Gross Negligence or Willful Misconduct: VRV’s gross negligence, recklessness, or intentional wrongdoing

12.3 Indemnification Exclusions

VRV’s indemnification obligation does not cover claims arising from:

Modifications to VRV’s work product made by Client or third parties
Use of the work product in combination with other products, services, or data not provided by VRV
Use of the work product in a manner not contemplated by the SOW or in violation of this MSA
Third-party or open-source components (covered by their own licenses - Section 7)
Client-supplied content, materials, or specifications

12.4 Indemnification Procedures

The indemnified Party (“Indemnitee”) must:

Prompt Notice: Notify the indemnifying Party (“Indemnitor”) promptly in writing of any claim (failure to notify promptly will not waive indemnification unless Indemnitor is materially prejudiced)
Cooperation: Provide reasonable cooperation in the defense, including access to relevant documents and witnesses
Control: Allow Indemnitor to control the defense and settlement of the claim
No Settlement Without Consent: Not settle or compromise the claim without Indemnitor’s prior written consent

Indemnitor may not settle any claim in a manner that:

Admits fault or liability on behalf of Indemnitee
Imposes obligations on Indemnitee
Requires Indemnitee to pay any amount (unless fully reimbursed)
Includes injunctive relief or requires Indemnitee to cease operations

Without Indemnitor’s prior written consent.

12.5 Sole Remedy

The indemnification provisions in this Section 12 state the entire liability and exclusive remedy of the Parties for third-party intellectual property infringement claims.

13. TERMINATION

13.1 Termination for Convenience

Either Party may terminate this MSA for any reason or no reason by providing days’ written notice to the other Party.

Effect on Active SOWs: Termination of the MSA terminates all active SOWs unless both Parties agree in writing to complete an active project under the existing SOW terms.

13.2 Termination of Individual SOWs

Either Party may terminate an individual SOW without terminating the MSA by providing days’ written notice.

Upon Client Termination:

Client pays for all work completed through the termination date
Client pays % of remaining unpaid fixed fees as termination fee (if applicable)
VRV delivers all work product completed to date
IP ownership depends on option selected and whether all payments are made (see Section 13.5)

Upon VRV Termination:

VRV may only terminate for Client’s material breach or non-payment
VRV delivers all work product completed to date
Client pays for all work performed through termination date
No termination fee charged to Client for VRV-initiated termination

13.3 Termination for Cause

Either Party may terminate this MSA or an individual SOW immediately upon written notice if:

The other Party materially breaches this MSA or SOW and fails to cure within days of receiving written notice specifying the breach
The other Party becomes insolvent, files for bankruptcy, or makes an assignment for the benefit of creditors
The other Party ceases business operations or dissolves

13.4 Effect of Termination

Upon termination of this MSA:

Immediate Obligations:

All outstanding invoices and fees for work performed become immediately due and payable
Each Party returns or destroys the other Party’s Confidential Information (Section 10.4)
VRV provides final deliverables and work product for all completed milestones
Each Party returns or destroys any property of the other Party

Surviving Provisions:

Section 3 (Payment obligations)
Section 6 (Intellectual Property - as determined below)
Section 7 (Third-Party Components)
Section 8 (Warranties - for warranty period)
Section 10 (Confidentiality)
Section 11 (Limitation of Liability)
Section 12 (Indemnification)
Section 15 (General Provisions)

13.5 Termination & IP Ownership

Option A (Full Ownership):

If final payment + Ownership Package Fee paid in full → IP transfers per Section 6 (Option A)
If payments incomplete → VRV retains all IP; Client receives limited license for work completed and paid for

Option B (Managed Services):

Client retains perpetual usage license to work product as delivered at termination date
VRV provides website export/backup
Client must migrate to own hosting within days
After migration period, VRV may delete all Client data and files
Client may purchase Ownership Package at then-current rates to obtain full IP ownership

Work-in-Progress:

Incomplete work remains VRV property unless Client pays the full milestone fee
Upon full milestone payment, Client receives work product completed through termination

14. SUBCONTRACTORS & ASSIGNMENT

14.1 Subcontractors

VRV may engage independent contractors and subcontractors to perform services, provided that:

VRV remains fully responsible for all work performed by subcontractors
Subcontractors are bound by confidentiality obligations at least as protective as those in Section 10
VRV notifies Client if a subcontractor will have access to Client’s Confidential Information
VRV ensures subcontractors comply with all applicable terms of this MSA

Client may request that VRV not use a particular subcontractor; VRV will honor such requests if commercially reasonable.

14.2 Assignment by Client

Client may not assign, transfer, or delegate this MSA or any SOW without VRV’s prior written consent, except:

Assignment to a successor entity in the event of a merger, acquisition, or sale of substantially all assets
Assignment to a parent, subsidiary, or affiliated company under common control

Any attempted assignment in violation of this Section is void.

14.3 Assignment by VRV

VRV may assign this MSA or any SOW without Client consent to:

A successor entity in a merger, acquisition, consolidation, or sale of substantially all assets
An affiliated company under common ownership or control

VRV will notify Client of any such assignment. For other assignments, VRV requires Client’s prior written consent (not to be unreasonably withheld).

14.4 Effect of Assignment

Permitted assignments bind and benefit the Parties’ successors and assigns. Assignee assumes all obligations of the assigning Party.

15. GENERAL PROVISIONS

15.1 Entire Agreement

This MSA, together with all executed SOWs and Change Orders, constitutes the entire agreement between the Parties concerning the subject matter and supersedes all prior or contemporaneous agreements, understandings, negotiations, and discussions, whether written or oral.

No statements, promises, or representations not contained in this written MSA will be binding.

15.2 Amendments

No amendment, modification, or waiver of this MSA is valid unless:

In writing
Signed by authorized representatives of both Parties
Explicitly referencing the provision(s) being modified

Individual SOWs may not modify MSA terms unless explicitly stated and co-signed by both Parties on the SOW.

15.3 Force Majeure

Neither Party is liable for delays or failures in performance due to circumstances beyond its reasonable control, including:

Natural disasters (earthquakes, hurricanes, floods, fires, severe weather)
War, terrorism, civil unrest, riots, or national emergencies
Pandemics, epidemics, or public health emergencies
Government actions, embargoes, sanctions, or regulatory changes
Labor strikes, lockouts, or labor shortages (beyond the Party’s control)
Cyberattacks, hacking, or DDoS attacks
Internet, telecommunications, or cloud service provider outages
Power outages or utility failures

Obligations During Force Majeure:

Affected Party must notify the other Party promptly (within days)
Affected Party must use commercially reasonable efforts to mitigate impact and resume performance
Deadlines are extended by the duration of the force majeure event
If force majeure continues for more than days, either Party may terminate the affected SOW without penalty

15.4 Notices

All notices, requests, and communications under this MSA must be in writing and sent to:

To VRV:
Valor Rate Ventures, LLC

,
Email:
Attention:

To Client:

,
Email:
Attention:

Effective Delivery:

Email: Effective upon sending (with confirmation of delivery)
Certified Mail: Effective three (3) business days after mailing
Overnight Courier: Effective one (1) business day after sending
Personal Delivery: Effective upon receipt

Either Party may change its notice information by providing written notice per this Section.

15.5 Severability

If any provision of this MSA is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction:

The invalid provision will be modified to the minimum extent necessary to make it valid and enforceable
If modification is not possible, the invalid provision will be severed
The remaining provisions remain in full force and effect
The Parties’ intent as reflected in the MSA as a whole will be preserved

15.6 Waiver

Failure or delay by either Party to enforce any provision of this MSA does not constitute a waiver of that provision or any other provision. No waiver is effective unless in writing and signed by the waiving Party.

Waiver of any breach does not waive any subsequent breach. Waiver of one provision does not waive any other provision.

15.7 Governing Law

This MSA is governed by and construed in accordance with the laws of the Commonwealth of , without regard to its conflicts of law principles.

The United Nations Convention on Contracts for the International Sale of Goods (CISG) does not apply.

15.8 Venue & Jurisdiction

Any legal action, suit, or proceeding arising out of or relating to this MSA must be brought exclusively in the state or federal courts located in , .

Each Party:

Irrevocably consents to the personal jurisdiction of such courts
Waives any objection to venue in such courts
Waives any claim that such courts are an inconvenient forum

15.9 Dispute Resolution

Before initiating litigation, the Parties agree to attempt resolution through:

Step 1 - Negotiation ( days):
Parties engage in good-faith negotiations to resolve the dispute. Each Party designates a senior representative with authority to settle.

Step 2 - Mediation ( days):
If negotiation fails, Parties submit to non-binding mediation with a mutually agreed-upon neutral mediator. Each Party bears its own mediation costs and shares mediator fees equally.

Step 3 - Litigation:
If mediation fails or either Party refuses to participate, either Party may initiate litigation in the courts specified in Section 15.8.

Exception for Injunctive Relief: Either Party may seek immediate injunctive relief or other equitable remedies in court without first engaging in negotiation or mediation for:

Breaches of confidentiality (Section 10)
Infringement of intellectual property rights (Section 6)
Any matter requiring urgent relief to prevent irreparable harm

15.10 Attorney Fees

In any legal proceeding arising out of or relating to this MSA, the prevailing Party is entitled to recover its reasonable attorney fees, expert witness fees, court costs, and litigation expenses from the non-prevailing Party.

“Prevailing Party” means the Party that obtains substantially the relief sought, whether by judgment, settlement, or dismissal of the other Party’s claims.

15.11 Independent Contractor Relationship

VRV is an independent contractor, not an employee, partner, joint venturer, or agent of Client. Nothing in this MSA creates an employment, partnership, joint venture, franchise, or agency relationship.

VRV’s Responsibilities:

All federal, state, and local taxes on compensation
All insurance (liability, professional, workers’ compensation)
All business licenses, permits, and regulatory compliance
All benefits for VRV personnel

No Authority: Neither Party has authority to bind the other or incur obligations on behalf of the other without express written authorization.

15.12 Counterparts & Electronic Signatures

This MSA may be executed in one or more counterparts, each of which is deemed an original and all of which together constitute one and the same agreement.

Electronic signatures (including DocuSign, Adobe Sign, or scanned/emailed signatures) are valid, binding, and enforceable to the same extent as original handwritten signatures.

Email communications and electronic records are admissible as evidence to the same extent as paper documents.

15.13 Interpretation

Headings: Section headings are for convenience only and do not affect interpretation
Including: “Including,” “includes,” and similar terms mean “including without limitation”
Singular/Plural: Singular includes plural and vice versa
Business Days: “Business days” exclude weekends and U.S. federal holidays
Days: “Days” means calendar days unless specified as “business days”
Currency: All dollar amounts are in U.S. dollars (USD)

15.14 No Third-Party Beneficiaries

This MSA is solely for the benefit of the Parties and their permitted successors and assigns. No third party has any right to enforce or benefit from any provision of this MSA.

15.15 Publicity

Neither Party may issue a press release or make public statements about this MSA or the relationship between the Parties without the other Party’s prior written consent (not to be unreasonably withheld).

VRV’s portfolio and case study rights in Section 6.4 are not restricted by this provision.

SIGNATURE PAGE

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

CLIENT SIGNATURE

Legal Name:

Authorized Signature: _______________

Printed Name:

Title:

Date: ________

Email:

SERVICE PROVIDER SIGNATURE

Company: Valor Rate Ventures, LLC

Authorized Signature: _______________

Printed Name:

Title:

Date: ________

Email:

DEFAULT TERMS LEGEND

Recommended values for variable tokens. Adjust based on business needs.

Variable	Default Value	Notes
``	“1.0”	Increment for each revision
``	15	Net payment days
``	1.5	Monthly late fee %
``	18	Annual equivalent (1.5% × 12)
``	15	Days overdue before suspension
``	3.0	Credit card processing fee
``	250	Dollar threshold for pre-approval
``	3	Business days to assess changes
``	150	Default hourly rate for changes
``	2	Minimum billable block
``	0.5	Billing increment after minimum
``	15	% over estimate requiring approval
``	3	Days to formalize emergency changes
``	5	Business days for deliverable review
``	30	Days post-launch for final acceptance
``	2	Included design revision rounds
``	1	Included development revision rounds
``	“TBD per SOW”	One-time fee for full ownership
``	7	Days to deliver source after payment
``	“TBD per SOW”	Monthly managed services fee
``	99.5	Uptime guarantee %
``	“daily”	Backup frequency
``	3	Included support hours/month
``	4	Critical issue response time
``	24	High priority response (business hours)
``	48	Normal request response
``	5	Low priority response
``	30	Days to migrate after termination
``	30	Days to remove from portfolio
``	30	Workmanship warranty period
``	3	Days to respond to warranty claim
``	72	Hours to notify of data breach
``	3	Confidentiality survival period
``	12	Months for liability cap calculation
``	15	Days notice for MSA termination
``	15	Days notice for SOW termination
``	25	% of remaining fees as termination fee
``	10	Days to cure breach
``	5	Days to notify of force majeure
``	60	Days before termination allowed
``	14	Days for good-faith negotiation
``	30	Days for mediation attempt
``	“Virginia”	Governing law jurisdiction
``	“Hampton”	Court venue city

REVISION HISTORY

Version	Date	Changes	Author
1.0		Initial MSA

END OF MASTER SERVICES AGREEMENT

This Master Services Agreement has been prepared for Valor Rate Ventures, LLC. This is a legally binding agreement. Both parties should review carefully and consult with legal counsel before signing.

Document ID:
Created:
Valid: Evergreen (until terminated)

VALOR RATE VENTURES, LLC
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