# Master Services Agreement

**MASTER SERVICES AGREEMENT**

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

**Signal Advisory LLC**, a Missouri limited liability company with its principal place of business at `[ADDRESS]`, Kansas City, Missouri (the "**Advisor**"), and

**`[CLIENT LEGAL NAME]`**, a `[STATE OF INCORPORATION]` `[ENTITY TYPE]` with its principal place of business at `[CLIENT ADDRESS]` (the "**Client**").

Advisor and Client are each a "**Party**" and collectively the "**Parties**."

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## 1. Services

**1.1 Scope.** Advisor shall provide consulting, advisory, and managed-services work related to telecommunications, cloud, unified communications, network connectivity, and related technology procurement and operations (the "**Services**"). Specific deliverables, fees, timeline, and acceptance criteria for each engagement shall be set forth in one or more Statements of Work ("**SOWs**") executed by the Parties and referencing this Agreement. Each SOW shall be deemed incorporated into and governed by this Agreement.

**1.2 Order of Precedence.** In the event of a conflict between this Agreement and an SOW, this Agreement controls except where the SOW expressly references the conflicting provision and explicitly modifies it for that specific engagement.

**1.3 Independent Contractor.** Advisor performs the Services as an independent contractor. Nothing in this Agreement creates an employment, partnership, joint venture, agency, or fiduciary relationship between the Parties. Advisor has no authority to bind Client to any obligation except as expressly authorized by a separately executed Letter of Authorization.

**1.4 Personnel.** Advisor may use its principals, employees, contractors, and approved subcontractors to perform the Services. Advisor remains responsible for the acts and omissions of all such persons.

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## 2. Fees and Payment

**2.1 Fees.** Client shall pay Advisor the fees set forth in each SOW. Unless otherwise specified, fees are quoted in U.S. dollars and are exclusive of applicable sales, use, or similar taxes.

**2.2 Invoicing.** Advisor shall invoice Client according to the schedule in the applicable SOW. Where no schedule is specified, Advisor shall invoice monthly in arrears for work performed.

**2.3 Payment Terms.** Invoices are due **net thirty (30) days** from the invoice date. Late payments accrue interest at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by law, calculated from the original due date until paid in full.

**2.4 Expenses.** Reasonable, pre-approved out-of-pocket expenses incurred by Advisor in connection with the Services (including travel, when requested by Client) shall be reimbursed at cost. Advisor shall provide receipts or other documentation reasonably acceptable to Client.

**2.5 Suspension for Non-Payment.** If Client fails to pay any undisputed invoice within thirty (30) days after the due date, Advisor may, after providing written notice and a ten (10) day cure period, suspend Services until payment is received.

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## 3. Term and Termination

**3.1 Term.** This Agreement commences on the Effective Date and continues until terminated in accordance with this Section 3.

**3.2 Termination for Convenience.** Either Party may terminate this Agreement or any individual SOW for any reason upon thirty (30) days' prior written notice to the other Party.

**3.3 Termination for Cause.** Either Party may terminate this Agreement immediately upon written notice if the other Party (a) materially breaches this Agreement and fails to cure such breach within fifteen (15) days after receiving written notice, (b) becomes insolvent, makes an assignment for the benefit of creditors, or has a bankruptcy petition filed by or against it, or (c) ceases to do business in the ordinary course.

**3.4 Effect of Termination.** Upon termination, (a) Client shall pay Advisor for all Services performed and approved expenses incurred through the effective date of termination, (b) each Party shall return or destroy the other's Confidential Information in its possession, except for archival copies retained pursuant to legal or regulatory obligations, and (c) the provisions of Sections 4, 5, 6, 7, 8, 9, 10, 11, and 14 survive termination.

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## 4. Confidentiality

**4.1 Definition.** "**Confidential Information**" means any non-public information disclosed by one Party (the "**Disclosing Party**") to the other (the "**Receiving Party**") in connection with this Agreement that is marked as confidential or that a reasonable person would understand to be confidential under the circumstances, including but not limited to business strategies, customer lists, vendor contracts, pricing, financial information, technical information, and Client invoices and account data shared with Advisor.

**4.2 Obligations.** The Receiving Party shall (a) use Confidential Information solely to perform its obligations under this Agreement, (b) protect Confidential Information using at least the same degree of care it uses to protect its own confidential information of similar importance, and in no event less than a reasonable degree of care, and (c) not disclose Confidential Information to any third party except to its employees, contractors, and advisors who have a need to know and who are bound by confidentiality obligations no less protective than those in this Section.

**4.3 Exclusions.** Confidential Information does not include information that (a) is or becomes generally publicly available through no fault of the Receiving Party, (b) was rightfully in the Receiving Party's possession prior to disclosure without an obligation of confidentiality, (c) is independently developed without reference to the Disclosing Party's Confidential Information, or (d) is rightfully obtained from a third party without an obligation of confidentiality.

**4.4 Compelled Disclosure.** If compelled by law to disclose Confidential Information, the Receiving Party shall provide prompt prior written notice (where legally permitted) so the Disclosing Party may seek a protective order or other appropriate remedy.

**4.5 Duration.** The obligations of this Section 4 survive for **three (3) years** after termination of this Agreement, except with respect to trade secrets, which shall be protected for so long as such information qualifies as a trade secret under applicable law.

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## 5. Intellectual Property

**5.1 Pre-Existing IP.** Each Party retains all right, title, and interest in and to its pre-existing intellectual property, including any tools, templates, methodologies, frameworks, software, or know-how developed prior to or independent of the Services ("**Pre-Existing IP**"). Nothing in this Agreement transfers ownership of Pre-Existing IP.

**5.2 Work Product.** Subject to Section 5.3, deliverables specifically created by Advisor for Client and identified as such in an SOW ("**Work Product**") shall be owned by Client upon full payment of the fees associated with that Work Product, except that Advisor retains a perpetual, worldwide, royalty-free license to use any underlying methodologies, processes, frameworks, or non-Client-specific portions of the Work Product to provide services to other clients.

**5.3 License to Pre-Existing IP.** To the extent any Pre-Existing IP of Advisor is incorporated into Work Product, Advisor grants Client a non-exclusive, perpetual, worldwide, royalty-free, non-transferable license to use such Pre-Existing IP solely as embedded in the Work Product and solely for Client's internal business purposes.

**5.4 Feedback.** If Client provides Advisor with suggestions, comments, or other feedback regarding the Services, Advisor may use such feedback without restriction and without obligation to Client.

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## 6. Representations, Warranties, and Disclaimers

**6.1 Mutual Representations.** Each Party represents and warrants that (a) it has the full corporate power and authority to enter into and perform this Agreement, and (b) its execution and performance of this Agreement does not and will not violate any agreement to which it is a party or any applicable law.

**6.2 Advisor Warranties.** Advisor warrants that the Services will be performed in a professional and workmanlike manner consistent with industry standards. As Client's exclusive remedy and Advisor's sole liability for breach of this warranty, Advisor shall, at its option, either (a) re-perform the deficient Services or (b) refund the fees paid for the deficient Services, provided Client gives Advisor written notice of the alleged deficiency within thirty (30) days of the date the Services were performed.

**6.3 Disclaimer.** **EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 6, THE SERVICES AND ANY DELIVERABLES ARE PROVIDED "AS IS." ADVISOR MAKES NO OTHER REPRESENTATIONS OR WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR ACCURACY OF DATA. ADVISOR DOES NOT GUARANTEE ANY SPECIFIC FINANCIAL OUTCOME, COST SAVINGS, VENDOR RESPONSE, OR NEGOTIATION RESULT. ALL RECOMMENDATIONS REFLECT ADVISOR'S PROFESSIONAL JUDGMENT BUT BUSINESS DECISIONS REMAIN CLIENT'S RESPONSIBILITY.**

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## 7. Limitation of Liability

**7.1 Cap on Damages.** **EXCEPT FOR LIABILITY ARISING UNDER SECTION 4 (CONFIDENTIALITY) OR SECTION 8 (INDEMNIFICATION), EACH PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, REGARDLESS OF THE THEORY OF LIABILITY, SHALL NOT EXCEED THE TOTAL FEES PAID BY CLIENT TO ADVISOR UNDER THE APPLICABLE SOW IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.**

**7.2 Exclusion of Indirect Damages.** **IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR ANY LOST PROFITS, LOST REVENUE, LOST BUSINESS OPPORTUNITY, LOST DATA, OR BUSINESS INTERRUPTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.**

**7.3 Application.** The limitations in this Section 7 apply to the maximum extent permitted by applicable law, and shall not apply to (a) fraud, willful misconduct, or gross negligence, (b) Client's payment obligations under Section 2, or (c) infringement of the other Party's intellectual property rights.

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## 8. Indemnification

**8.1 By Client.** Client shall defend, indemnify, and hold harmless Advisor and its officers, members, employees, and contractors from and against any third-party claims, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or related to (a) Client's breach of this Agreement, (b) Client's use of any Work Product or recommendation in a manner not contemplated by the applicable SOW, (c) any contract Client enters into with a third-party vendor (including any decision to renew, terminate, or modify any vendor relationship), and (d) any data, information, or materials Client provides to Advisor.

**8.2 By Advisor.** Advisor shall defend, indemnify, and hold harmless Client from third-party claims that Work Product, as delivered by Advisor and used by Client as permitted under this Agreement, infringes a third party's U.S. patent, copyright, or trademark, provided Client (a) promptly notifies Advisor in writing of the claim, (b) gives Advisor sole control of the defense and any settlement negotiations, and (c) reasonably cooperates with Advisor at Advisor's expense. Advisor has no obligation under this Section 8.2 with respect to claims arising from (i) Client's modification of Work Product, (ii) combination of Work Product with materials not provided by Advisor, or (iii) use of Work Product after Advisor has notified Client to stop using it.

**8.3 Procedure.** The indemnified Party shall (a) promptly notify the indemnifying Party in writing of any claim subject to indemnification, (b) give the indemnifying Party sole control of the defense and settlement, provided that no settlement may impose any non-monetary obligation on or admit liability of the indemnified Party without its prior written consent, and (c) reasonably cooperate, at the indemnifying Party's expense.

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## 9. Insurance

Advisor shall maintain, throughout the term of this Agreement, (a) commercial general liability insurance with limits of not less than $1,000,000 per occurrence and $2,000,000 in the aggregate, and (b) professional liability (errors and omissions) insurance with limits of not less than $1,000,000 per claim. Upon Client's request, Advisor shall provide a certificate of insurance evidencing such coverage.

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## 10. Non-Solicitation

During the term of this Agreement and for **twelve (12) months** thereafter, neither Party shall directly or indirectly solicit for employment any employee or contractor of the other Party who has been substantively involved in the performance of Services hereunder, without the prior written consent of the other Party. The foregoing does not prohibit (a) general public advertisements for employment not specifically targeted at such persons, or (b) hiring any person who responds to such a general advertisement.

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## 11. Authorized Representations and Vendor Communications

**11.1 Letter of Authorization.** Where Client desires Advisor to interact with Client's third-party vendors (including telecommunications carriers, cloud providers, and other technology suppliers) on Client's behalf — including making inquiries, requesting quotes, ordering moves/adds/changes, or accessing carrier portals — Client and Advisor shall execute a separate Letter of Authorization specifying the scope, vendors, duration, and authorized Advisor personnel. Advisor shall act only within the scope of such authorization.

**11.2 No Contractual Authority.** Advisor has no authority to enter into, modify, or terminate any contract on Client's behalf with any third-party vendor unless Client has expressly granted such authority in writing for the specific transaction.

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## 12. Compliance with Laws

Each Party shall comply with all applicable laws, regulations, and ordinances in performing its obligations under this Agreement, including without limitation laws related to data privacy, anti-corruption, and export controls.

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## 13. Force Majeure

Neither Party shall be liable for any delay or failure to perform (other than payment obligations) caused by events beyond its reasonable control, including acts of God, war, terrorism, civil unrest, governmental action, labor disputes, internet or utility outages, pandemics, or natural disasters. The affected Party shall promptly notify the other Party and use commercially reasonable efforts to resume performance.

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## 14. General Provisions

**14.1 Governing Law and Venue.** This Agreement is governed by and construed in accordance with the laws of the **State of Missouri**, without regard to its conflict of laws principles. Any action or proceeding arising out of or relating to this Agreement shall be brought exclusively in the state or federal courts located in Jackson County, Missouri, and each Party irrevocably submits to the jurisdiction of such courts.

**14.2 Dispute Resolution.** Before initiating any litigation, the Parties shall attempt in good faith to resolve any dispute through informal negotiation for at least thirty (30) days, escalating to executive-level representatives if not resolved at the working level.

**14.3 Notices.** All notices under this Agreement shall be in writing and delivered (a) by certified mail, return receipt requested, (b) by nationally recognized overnight courier, or (c) by email to the addresses set forth below (with deemed receipt upon confirmed delivery), and shall be deemed given when received.

Advisor: `brandon@signaladvise.com` / `[POSTAL ADDRESS]`
Client: `[CLIENT EMAIL]` / `[CLIENT POSTAL ADDRESS]`

**14.4 Assignment.** Neither Party may assign this Agreement without the prior written consent of the other, except that either Party may assign this Agreement, without consent, to a successor in connection with a merger, acquisition, or sale of substantially all of its assets, provided the assignee assumes all obligations hereunder.

**14.5 Entire Agreement; Modification.** This Agreement, together with all executed SOWs and Letters of Authorization, constitutes the entire agreement between the Parties regarding its subject matter and supersedes all prior or contemporaneous agreements, communications, and understandings, whether written or oral. This Agreement may be modified only by a written instrument signed by authorized representatives of both Parties.

**14.6 Severability.** If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect, and the invalid provision shall be reformed to the minimum extent necessary to make it enforceable while preserving the original intent of the Parties.

**14.7 Waiver.** No waiver of any provision of this Agreement shall be effective unless in writing and signed by the waiving Party. A waiver of any breach shall not constitute a waiver of any subsequent breach.

**14.8 Counterparts and Electronic Signatures.** This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together constitute one instrument. Signatures delivered electronically (including via DocuSign or similar e-signature platforms, or scanned PDF) shall be deemed originals for all purposes.

**14.9 Headings.** Headings are for convenience only and do not affect interpretation.

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**IN WITNESS WHEREOF**, the Parties have caused this Agreement to be executed by their duly authorized representatives as of the Effective Date.

| **SIGNAL ADVISORY LLC** | **CLIENT — `[CLIENT LEGAL NAME]`** |
|---|---|
| By: ____________________________ | By: ____________________________ |
| Name: Brandon Murphy | Name: `[CLIENT SIGNATORY]` |
| Title: Principal Advisor | Title: `[CLIENT TITLE]` |
| Date: __________________________ | Date: __________________________ |