Master Services Agreement

This Master Services Agreement (the “Agreement”) sets out the terms under which NeTex Consulting (“NeTex,” “we,” “us,” or “our”) provides professional services to you, our client (“Client,” “you,” or “your”). We have written it to be clear and fair to both of us. It is meant to protect your interests and ours, and to keep our working relationship simple so we can focus on the work. If anything here is unclear, contact us.

This Agreement governs every engagement between us. When you sign a Statement of Work, ask us to begin work, or use our Services, you accept this Agreement. Where a signed Statement of Work and this Agreement address the same subject, the Statement of Work controls for that engagement.

1. How this Agreement works

This Agreement, together with one or more Statements of Work, forms the full contract for each engagement.

• Each Statement of Work (an “SOW”) describes the specific Services, fees, schedule, and any terms unique to that engagement.
• The order of precedence, from highest to lowest, is a signed SOW, then this Agreement, then our published Terms and Conditions, then our other policies.
• This Agreement stays in effect for as long as any SOW is active or any obligation under it remains open.

2. Services and scope of work

We will perform the services described in each SOW (the “Services”). Our work focuses on consulting and engineering, including AI engineering and infrastructure, agentic operations and workflow enablement, agentic voice for enterprise VoIP, cloud engineering across providers such as Microsoft Azure, Amazon Web Services, Google Cloud, DigitalOcean, and Vultr, AI security, risk, and governance, and IT and networking.

We are responsible only for the work described in the applicable SOW. Anything outside that scope is a new request. If you want to add, remove, or change work, we will agree to it in writing through a change order that describes the change and its effect on fees and schedule before we proceed. We may also resell or provide hardware, software licenses, or third-party products in support of an engagement from time to time, which are covered by Section 16 and by our Terms and Conditions.

3. Term, renewal, and termination

Most of our engagements are ongoing, and we plan our capacity and commitments around the term you agree to. The following terms apply.

• Minimum term. Unless an SOW says otherwise, an ongoing or recurring engagement has a minimum initial term of twelve (12) months. A one-time or project SOW runs for the term stated in that SOW.
• Renewal. Unless an SOW says otherwise, an ongoing engagement renews for successive twelve (12) month terms unless either of us gives written notice of non-renewal at least thirty (30) days before the end of the current term.
• Termination for cause. Either party may terminate an SOW or this Agreement if the other materially breaches it and does not cure the breach within thirty (30) days after written notice. Non-payment is handled under Section 4.
• Early termination by you. You may end an ongoing engagement before the end of its current term, other than for our uncured material breach, by giving us thirty (30) days written notice. If you do, you remain responsible for all fees and approved expenses through the effective date of termination, plus any non-cancelable commitments we made to third parties for you, plus an early-termination fee equal to fifty percent (50%) of the remaining recurring service fees, not counting those third-party commitments, that would have become due through the end of the then-current term. The parties agree that this early-termination fee is not a penalty. It is a reasonable estimate, made when the SOW is signed, of damages that would be hard to calculate precisely, including reserved capacity, scheduling, onboarding and ramp-up, work we turned down, and pricing we set based on the term you agreed to.
• Termination by us for convenience. We may end an engagement for convenience with thirty (30) days written notice, in which case you owe only the fees and approved expenses through the effective date.
• Effect of termination. You will pay for Services performed and expenses incurred up to the effective date. On request, each party will return or destroy the other's Confidential Information. Any terms that by their nature should continue, including payment, intellectual property, confidentiality, warranty disclaimers, liability limits, indemnities, and dispute resolution, survive termination.
• Suspension. We may suspend Services for non-payment under Section 4, or for use that threatens security or breaks the law, with reasonable notice where practical.

4. Fees, payment, and expenses

• Fees are set in each SOW. Payment is due upon receipt of each invoice unless the SOW states otherwise.
• Amounts not paid when due accrue a late charge of the lesser of one and one-half percent (1.5%) per month or the maximum rate allowed by Texas law, from the due date until paid.
• We may suspend or stop Services if an undisputed invoice is more than ten (10) days past due, after we notify you.
• You will reimburse reasonable out-of-pocket expenses that we agree to in advance.
• Fees do not include sales, use, or similar taxes, which are your responsibility, other than taxes on our net income.
• If we have to use a collection agency or an attorney to recover overdue, undisputed amounts, you will pay our reasonable collection costs and attorneys' fees.
• If you dispute part of an invoice in good faith, pay the undisputed part on time and tell us in writing within ten (10) days what you dispute, and we will work it out with you promptly.

5. Service levels and support

We want you to get timely, capable support. Our service levels are response-time targets, not guarantees. They do not create service credits or penalties. The specific coverage for an engagement, including any after-hours or 24/7 infrastructure monitoring, is set in the applicable SOW.

Priority	What it means	Target first response
Critical	Production is down, or a security incident is active, in Services we manage	Within 4 business hours
High	A major function is impaired with no reasonable workaround	Within 1 business day
Normal	General issues, questions, and routine requests	Within 2 business days
Low	Enhancements, scheduling, and non-urgent requests	Within 5 business days

Business hours are 8:00 a.m. to 5:00 p.m. Central Time, Monday through Friday, excluding U.S. federal holidays. These targets are goals we work hard to meet. They are not a promise of uptime, resolution time, or any particular result, and missing a target does not by itself create liability or a credit.

6. Your responsibilities

Our work depends on your cooperation. You agree to do the following.

• Give us accurate, complete information and timely decisions.
• Provide timely access to the systems, people, facilities, and valid credentials we need.
• Hold and maintain all rights, licenses, and authority needed for us to perform the Services, including authority over any systems and data you ask us to work on.
• Name a point of contact who can answer questions and make decisions for you.
• Confirm the suitability, fitment, and compatibility of any parts, components, cables, licenses, software, or configurations you order or specify through us.
• Use the Services only for lawful purposes and in line with all applicable laws and the terms of any third-party platforms, including the cloud and software providers we work with.
• Not use the Services or Work Product to violate export-control, sanctions, or anti-corruption laws, or to carry out unlawful surveillance, malware, credential theft, or unauthorized access to any system.
• Keep your own independent backups of your data and systems.

If your delay or failure to meet these responsibilities affects our schedule or cost, we are not responsible for the resulting delay, and we may adjust the schedule or fees through a change order.

7. Emerging technology and artificial intelligence

Much of what we do involves new and rapidly developing technology, including artificial intelligence and machine learning. This kind of work carries real and inherent risk that mature, settled technology does not. You understand and accept the following.

• AI and machine learning outputs are probabilistic. They can be inaccurate, incomplete, biased, or unsuitable for a given purpose.
• We do not represent or warrant the accuracy, reliability, or fitness of any model, output, recommendation, or automated decision.
• You are responsible for reviewing and validating any AI output before you rely on it, deploy it, or put it in front of your own customers or patients.
• New technology can behave in unexpected ways. Outages, errors, regressions, and changes made by upstream providers can and do happen.

You acknowledge that emerging technologies, including artificial intelligence and machine learning, carry inherent risks that cannot be removed completely, and you accept those inherent risks. Except to the extent a loss is caused by our breach of the professional-services warranty in Section 11, you are responsible for deciding whether and how to use, deploy, rely on, or present any AI output, recommendation, automation, or model behavior. Our role is to apply professional skill and reasonable care, not to guarantee a particular outcome, level of performance, or result. You must not use AI output as the sole basis for legal, medical, financial, employment, credit, or insurance decisions, or for other high-impact decisions, unless the applicable SOW expressly authorizes that use and sets the human review and controls that apply. This section works together with the warranty in Section 11 and the limitation of liability in Section 12.

8. Data, security, and backups

We take the security and privacy of your data seriously, and we use reasonable administrative, technical, and organizational safeguards to protect data within our control. No system, network, or method of storage or transmission is completely secure, and we cannot guarantee absolute security.

• You acknowledge that any data, files, configurations, or credentials you store on, transmit through, or entrust to systems or cloud environments we operate or manage are handled at your own risk.
• You are responsible for maintaining your own independent backups of any critical data, and we strongly recommend that you do.
• To the fullest extent permitted by law, and subject to Section 12, we are not liable for loss, corruption, or unauthorized access to data, regardless of cause.
• Regulated and protected data. Unless we have signed a separate written agreement that allows it, such as a Business Associate Agreement for protected health information under HIPAA, you must not place protected health information, payment card data, or other specially regulated data into systems we manage, or transmit it to us. If your engagement involves this kind of data, tell us before the work begins so we can put the right agreement and controls in place.

9. Intellectual property

• Pre-existing materials. Each of us keeps ownership of what we owned before the engagement. We keep ownership of our tools, templates, methods, software, libraries, and know-how, including anything we develop for general use rather than specifically for you (“NeTex Materials”).
• Work Product. The custom work we create specifically for you under an SOW (the “Work Product”) is yours. Once you have paid in full for the Services that produced it, we assign to you all of our right, title, and interest in that Work Product, other than NeTex Materials and third-party components, which are licensed to you as described below.
• License to NeTex Materials. To the extent any NeTex Materials are embedded in, or are needed to use, the Work Product, we grant you a non-exclusive, non-transferable, perpetual license to use them as part of the Work Product for your internal business purposes.
• Reservation. Until you have paid in full, we retain all rights in the Work Product. We also keep the right to use the general knowledge, skills, and experience we gain from performing the Services.
• Your materials. You grant us the rights to use your materials, content, and data as needed for us to perform the Services.
• Your data and AI training. We will not use your Confidential Information or your data to train our own or any third-party general-purpose AI models without your written consent. Any model work specific to your engagement is described in the applicable SOW.
• Third-party components. Third-party and open-source components may carry their own license terms, which pass through to you.

10. Confidentiality

Each of us may learn confidential information about the other. We each agree to protect the other's confidential information with at least the same care we use to protect our own, to use it only to perform or receive the Services, and not to disclose it except to people who need it to do their jobs and who are under similar obligations. This does not apply to information that is or becomes public through no fault of the receiving party, that the receiving party already knew, that is independently developed, or that the law or a court order requires to be disclosed, in which case the party will give reasonable notice where the law allows. These obligations continue for three (3) years after the information is shared, and for trade secrets, for as long as the law protects them.

11. Warranty and your exclusive remedy

We warrant that we will perform the Services in a professional and workmanlike manner, consistent with generally accepted industry practice. If Services do not meet this warranty, tell us in writing within thirty (30) days of the work, and we will re-perform the non-conforming Services at no additional charge. If we cannot reasonably re-perform them, we will refund the fees you paid for those specific non-conforming Services. This re-performance or refund is your sole and exclusive remedy for a warranty claim.

EXCEPT FOR THIS LIMITED WARRANTY, AND TO THE FULLEST EXTENT PERMITTED BY LAW, THE SERVICES, THE WORK PRODUCT, SOFTWARE, CONFIGURATIONS, AND ALL OTHER MATERIALS ARE PROVIDED ON AN “AS-IS” AND “AS-AVAILABLE” BASIS, WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY. WE EXPRESSLY DISCLAIM ALL IMPLIED WARRANTIES, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, OR THAT ANY DEFECT WILL BE CORRECTED.

12. Limitation of liability

THIS SECTION LIMITS WHAT WE OWE YOU IF SOMETHING GOES WRONG. PLEASE READ IT CAREFULLY.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NETEX CONSULTING AND ITS OWNERS, OFFICERS, EMPLOYEES, CONTRACTORS, AND AGENTS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, GOODWILL, DATA, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATING TO THE SERVICES, THE WORK PRODUCT, OR THIS AGREEMENT, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER THEORY, AND EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, OUR TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE SERVICES, THE WORK PRODUCT, OR THIS AGREEMENT WILL NOT EXCEED THE TOTAL FEES ACTUALLY PAID BY YOU TO NETEX UNDER THE STATEMENT OF WORK GIVING RISE TO THE CLAIM DURING THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

THE REFERENCE TO “NEGLIGENCE” ABOVE IS INTENTIONAL. THESE LIMITS APPLY TO CLAIMS BASED ON OUR OWN NEGLIGENCE.

These limits do not apply to liability that cannot lawfully be limited, such as liability for fraud, willful misconduct, or gross negligence to the extent the law does not allow it to be limited, and they do not apply to your obligation to pay fees and approved expenses you owe us. If a court finds any part of this section unenforceable, that part will be reduced or reformed to the maximum limitation allowed by law rather than struck entirely, and the rest of this section will stay in effect. Some jurisdictions do not allow certain limitations, so some of the above may not apply to you.

13. Indemnification

You agree to defend, indemnify, and hold harmless NeTex Consulting and its owners, officers, employees, contractors, and agents from and against third-party claims, liabilities, damages, losses, and expenses, including reasonable attorneys' fees, to the extent they arise out of or relate to your data or content, your use of the Services or Work Product other than as this Agreement allows, your violation of this Agreement or any applicable law, or your violation of any third-party right. You have no indemnity obligation to the extent a claim is caused by our gross negligence, willful misconduct, or material breach of this Agreement.

We will defend you against a third-party claim that the original Work Product we created for you, used as we delivered it and as permitted by this Agreement, infringes that third party's United States patent, copyright, or trade secret, and we will pay the damages finally awarded against you for that claim. This does not cover claims that arise from your materials, your modifications, your combination of the Work Product with anything we did not provide, third-party or open-source components, or your use outside this Agreement. If the Work Product becomes, or in our reasonable opinion is likely to become, the subject of such a claim, we may, at our option, obtain the right for you to keep using it, modify it so that it is non-infringing, replace it with a substantially equivalent non-infringing alternative, or end the affected part of the SOW and refund the prepaid, unused fees for the affected Work Product. Our obligation under this paragraph is subject to the limitation of liability in Section 12, and it is your exclusive remedy for any claim that the Work Product infringes intellectual property rights.

For any claim covered by this Section, the party seeking indemnity will promptly notify the other in writing, give reasonable cooperation, and let the indemnifying party control the defense and settlement with counsel reasonably acceptable to the indemnified party. The indemnifying party will not settle a claim in a way that imposes a non-monetary obligation on, or admits fault by, the indemnified party without that party's written consent. The indemnified party may take part in the defense with its own counsel at its own expense.

14. Non-solicitation of personnel

Good people are central to our work and to yours. During an engagement and for twelve (12) months after it ends, neither of us will knowingly solicit for employment or hire the other's employees or contractors who were involved in the engagement, without the other's written consent. A general job posting that is not targeted at the other's people, and the hiring of someone who responds to it on their own, are fine.

15. General terms

• Independent contractor. We are an independent contractor. Nothing in this Agreement creates a partnership, joint venture, employment, or agency relationship between us.
• Subcontractors. We may use qualified subcontractors to perform parts of the Services, and we remain responsible for their work.
• Assignment. You may not assign this Agreement without our written consent. We may assign it to a successor in connection with a merger, acquisition, or sale of all or substantially all of our assets.
• Publicity. We may identify you as a client and use your name and logo as a reference on our website and materials, unless you tell us in writing that you would prefer we did not.
• Force majeure. Neither of us is liable for a delay or failure caused by events beyond our reasonable control, including natural disasters, weather, power or internet outages, third-party or cloud provider failures, cyberattacks, labor disputes, and government action. Force majeure does not excuse the obligation to pay for Services already performed.
• Notices. Legal notices must be in writing and sent to the contact named in the SOW, or to NeTex at admin@netex.consulting. A notice is effective when delivered.
• Severability. If any provision is held unenforceable, it will be limited or severed to the minimum extent necessary, and the rest of the Agreement will stay in full force.
• Waiver. A failure to enforce a term is not a waiver of that term or any other term.
• Entire agreement. This Agreement, the SOWs, our Terms and Conditions, and our other policies are the entire agreement between us about the Services, and they supersede all prior understandings. Any change must be in writing. The parties may sign electronically and in counterparts.

16. Products and purchases

Most of what we do is services. From time to time we may resell or provide hardware, software licenses, or other third-party products in support of an engagement. When we do, the shipping, returns, restocking, and product terms in our Terms and Conditions apply, along with any manufacturer or licensor terms. Products and third-party software are provided without any warranty from us beyond the warranty, if any, that the manufacturer or licensor passes through to you.

17. Governing law and dispute resolution

We would always rather solve a problem by talking it through, and we ask you to start there.

• Informal resolution first. If a dispute comes up, the parties will try in good faith to resolve it through direct discussion between people who have authority to settle, within thirty (30) days after written notice of the dispute.
• Mediation. If that does not resolve it, the parties will attempt non-binding mediation in Collin County, Texas, with a mutually agreed mediator, sharing the mediator's fees equally, before filing suit. Either party may still seek injunctive relief to protect confidential information or intellectual property at any time.
• Governing law. This Agreement, and any dispute or claim relating to it or to the Services, is governed by the laws of the State of Texas, without regard to its conflict-of-laws rules.
• Exclusive venue. The exclusive jurisdiction and venue for any dispute, action, or proceeding relating to this Agreement or the Services lies in the state courts of competent jurisdiction located in Collin County, Texas, or, if federal jurisdiction exists, the United States District Court for the Eastern District of Texas, Sherman Division, or any successor federal court whose district includes Collin County, Texas. Each party consents to personal jurisdiction and venue in those courts and waives any objection based on inconvenient forum.
• Jury trial waiver. TO THE FULLEST EXTENT PERMITTED BY LAW, EACH PARTY KNOWINGLY, VOLUNTARILY, AND IRREVOCABLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY DISPUTE RELATING TO THIS AGREEMENT, ANY SOW, THE SERVICES, OR THE PARTIES' RELATIONSHIP.
• Time to bring a claim. Any claim relating to this Agreement or the Services must be brought within two (2) years after the claim arises, or it is permanently barred, except where the law does not allow this limit.
• Attorneys' fees. In any proceeding to enforce this Agreement, the prevailing party is entitled to recover its reasonable attorneys' fees and costs.

18. Contact

Questions about this Agreement are welcome. Reach NeTex Consulting at admin@netex.consulting or sales@netex.consulting, or contact us through our website. We are happy to discuss a Statement of Work that fits what you need.

NeTex Consulting, Collin County, Texas, USA.