Terms for Consulting & Professional Services

This Master Services Agreement ("Agreement") governs professional services between Tallyfy, Inc. and clients for three engagement models: co-development, process mapping, and other consulting services.

Engagement Models

1. Co-development - Tallyfy retains intellectual property rights to accelerated core features developed during the engagement
2. Process mapping - Client owns all work product and deliverables created during the engagement
3. Other services - Hybrid intellectual property ownership as defined in individual Statements of Work

1. Definitions

The following terms have specific meanings in this Agreement:

• Background Technology - Pre-existing intellectual property, tools, methodologies, and know-how owned by either party prior to this Agreement
• Confidential Information - Non-public information disclosed by either party that is marked confidential or would reasonably be understood to be confidential
• Deliverables - Tangible work product specified in a Statement of Work to be provided to CLIENT
• Intellectual Property Rights - Patents, copyrights, trademarks, trade secrets, and other proprietary rights
• Work Product - All materials, documents, code, processes, and other items created specifically for CLIENT under this Agreement

2. Services & Deliverables

Services shall be evidenced by Statements of Work ("SOW") containing:

• Detailed descriptions of services to be performed
• Project budgets and resource allocations
• Fee schedules and payment terms
• Performance periods and timelines
• Milestones and deliverable schedules

Important: No Statement of Work will be binding until it is signed by both parties.

3. Confidentiality

Each party (as "Recipient") agrees to:

• Protect all Confidential Information received from the other party (as "Discloser")
• Use at least the same degree of care in protecting Confidential Information as Recipient uses for its own confidential information, but no less than a reasonable degree of care
• Not disclose Confidential Information to third parties without prior written consent
• Use Confidential Information solely for purposes contemplated by this Agreement

Permitted Disclosures: Recipient may disclose Confidential Information as required by law, provided Recipient gives Discloser prompt written notice to allow Discloser to seek protective measures.

4. Intellectual Property Ownership

CLIENT Ownership: CLIENT shall own all Work Product created specifically for CLIENT under this Agreement as "works made for hire" under U.S. copyright law. To the extent any Work Product does not qualify as work made for hire, Tallyfy hereby assigns all right, title, and interest in such Work Product to CLIENT.

Tallyfy Ownership: Tallyfy retains all ownership rights in:

• Background Technology used or incorporated into the services
• Tallyfy-Owned Work Product as defined in individual Statements of Work
• General methodologies, processes, and know-how developed during service delivery

5. Fees & Payment Terms

Fees shall be as specified in each Statement of Work. Unless otherwise agreed:

• Invoices are due within ten (10) days of receipt
• Late payments may accrue interest at 1.5% per month or the maximum rate permitted by law, whichever is lower
• CLIENT may withhold disputed amounts in good faith pending resolution
• All fees are non-refundable once services commence

6. Warranties & Disclaimers

Tallyfy warrants that services will be performed in a professional and workmanlike manner consistent with industry standards.

DISCLAIMER: EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, TALLYFY MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

7. Indemnification

Tallyfy shall indemnify, defend, and hold CLIENT harmless from and against any losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from:

• Breaches of this Agreement by Tallyfy
• Intellectual property infringement claims related to Deliverables (excluding CLIENT-provided materials)
• Gross negligence or willful misconduct by Tallyfy
• Non-compliance with applicable laws by Tallyfy
• Bodily injury or property damage caused by Tallyfy's performance of services

8. Limitation of Liability

IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TALLYFY'S TOTAL LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE FEES PAID BY CLIENT IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

9. Term & Termination

Initial Term: Five (5) years from the effective date, with automatic renewal for successive one-year periods unless either party provides written notice of non-renewal at least thirty (30) days prior to the end of the then-current term.

Termination Rights:

• By CLIENT: CLIENT may terminate this Agreement or any Statement of Work without cause upon three (3) days' written notice
• For Cause: Either party may terminate for material breach if the breach remains uncured ten (10) days after written notice

Effect of Termination: Upon termination, CLIENT shall pay all fees for services performed through the termination date. Sections relating to confidentiality, intellectual property, indemnification, and limitation of liability shall survive termination.

10. General Provisions

10.1 Notices

All notices must be in writing and delivered by email, certified mail, or overnight courier to the addresses specified in the applicable Statement of Work.

10.2 Governing Law & Jurisdiction

This Agreement shall be governed by the laws of the State of Missouri, without regard to its conflict of laws principles. The parties consent to exclusive jurisdiction in the state and federal courts located in St. Louis County, Missouri.

10.3 Assignment

Neither party may assign this Agreement without the other party's prior written consent, except that either party may assign to a successor in connection with a merger, acquisition, or sale of all or substantially all of its assets.

10.4 Entire Agreement

This Agreement, together with all Statements of Work, constitutes the entire agreement between the parties and supersedes all prior or contemporaneous agreements, representations, and understandings.

10.5 Amendments

This Agreement may only be amended by written agreement signed by both parties.

10.6 Severability

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

Contact Information

For questions about this Agreement or to discuss professional services engagements, please contact: