Master Services Agreement

Effective date: January 1, 2026

This Master Services Agreement ("MSA") governs all services provided by Steady State Group ("Steady State", "we", "us") to its clients ("Client", "you"). Each engagement is described in a Statement of Work ("SOW") executed by both parties and incorporated into this MSA.

1. Order of precedence

In the event of a conflict between this MSA and an SOW, the SOW controls for that engagement only. In the event of a conflict between this MSA and a separately negotiated agreement signed by both parties, the negotiated agreement controls.

2. Statements of Work

Each engagement begins with an SOW that describes:

• Scope of services and specific deliverables.
• Timeline and milestones.
• Fees and payment schedule.
• Any Client materials Steady State will receive or use.
• Any acceptance criteria the Client requires for deliverables.

No services are performed without an executed SOW. Email confirmation of an SOW with the Client's authorized signatory is acceptable; we will follow up with a formal countersignature for the record.

3. Change requests

Changes to scope, timeline, or fees are made through a written Change Request that we both sign. Verbal agreements to changes are not binding until reduced to a Change Request. We will not perform out-of-scope work without a Change Request, and we will not invoice for it.

4. Fees and payment

Unless an SOW states otherwise:

• Fees are invoiced monthly on a net-30 basis.
• Invoices not paid within 30 days accrue interest at 1.5% per month or the maximum rate permitted by law, whichever is lower.
• We may suspend work on an engagement if an invoice is more than 14 days past due, after written notice. Suspended work resumes when the past-due balance is paid, subject to our then-current availability.
• All fees are exclusive of applicable taxes (sales, VAT, GST). Where we are required by law to collect them, they will appear on the invoice.
• Expenses (travel, third-party tools acquired specifically for the engagement) are reimbursed at cost, only with prior written approval.

5. Acceptance

Deliverables that have specific acceptance criteria are considered accepted (i) when the Client provides written acceptance, or (ii) 10 business days after delivery if the Client has not provided written rejection citing specific failures to meet the criteria. We will address any specifically cited failures and re-submit.

Deliverables that have no defined acceptance criteria are accepted on delivery, subject only to defects we caused that you flag within 30 days.

6. Intellectual property

Deliverables

Deliverables produced under an SOW are works-for-hire under U.S. copyright law and become the property of the Client upon payment in full of all fees applicable to the engagement that produced them. Where work-for-hire treatment is unavailable under local law (UK, certain EU jurisdictions), Steady State hereby assigns to the Client all rights in the Deliverables, subject to the same payment condition.

Retained materials

Steady State retains ownership of any pre-existing materials, methodologies, frameworks, internal templates, and reusable code libraries used to produce the Deliverables ("Retained Materials"). The Client receives a perpetual, worldwide, royalty-free license to use the Retained Materials as embedded in the Deliverables, but not to extract them and use them separately.

Client materials

The Client retains all rights in materials they provide to us. They grant Steady State a non-exclusive, worldwide license to use those materials only as necessary to perform the services described in the applicable SOW.

Portfolio rights

After completion, Steady State may use the Client's name, logo, and a high-level description of the work in our portfolio and marketing materials. We will not disclose Confidential Information of the Client in our portfolio use. The Client may opt out of portfolio use in writing in the SOW.

7. Confidentiality

"Confidential Information" means any non-public information one party provides to the other that is marked confidential, identified as confidential at the time of disclosure, or that a reasonable person would understand to be confidential given its nature and the circumstances of disclosure.

Each party agrees to (i) protect the other's Confidential Information with the same care it applies to its own (and at least reasonable care), (ii) use it only for purposes of performing the SOW, and (iii) not disclose it to third parties without the disclosing party's written consent, except to its own personnel and subcontractors who are bound by equivalent confidentiality obligations.

Confidential Information does not include information that is publicly available, known to the receiving party without restriction before disclosure, or independently developed.

8. Subcontractors

Steady State may use subcontractors to perform parts of an engagement. We remain responsible for the work of any subcontractor we engage. We will tell you which subcontractors we expect to use during the SOW negotiation; we will not transfer Confidential Information to a subcontractor without binding them to confidentiality terms equivalent to those in this MSA.

9. Data protection

When Steady State processes personal data on behalf of the Client in connection with an SOW, we do so as a processor under GDPR Art. 28 (or the equivalent under UK GDPR). The terms of processing — including categories of data, purposes, sub-processors, and security measures — are set out in our standard Data Processing Addendum, which is incorporated into each SOW that involves processing of personal data.

10. Warranties

Steady State warrants that:

• We will perform the services with reasonable skill and care, consistent with industry standards for the type of work described.
• Deliverables we produce ourselves do not knowingly infringe the intellectual-property rights of third parties.

EXCEPT FOR THE WARRANTIES ABOVE, WE DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Statutory consumer warranties (where applicable) are not affected.

11. Limitation of liability

To the maximum extent permitted by law, our aggregate liability for any claim arising from an SOW is limited to the total fees paid by the Client under that SOW in the 12 months preceding the claim.

We are not liable for indirect, consequential, special, incidental, or punitive damages, including lost profits, lost data, or business interruption.

These limitations do not apply to (i) breach of confidentiality obligations, (ii) indemnification obligations, (iii) liability for death or personal injury caused by negligence, or (iv) any liability that cannot be limited under applicable law.

12. Indemnification

Each party will defend and indemnify the other against third-party claims arising from the indemnifying party's breach of this MSA, gross negligence, or willful misconduct. The indemnified party must promptly notify the indemnifying party of the claim and provide reasonable cooperation in defending it.

13. Term and termination

This MSA is effective until terminated. Either party may terminate the MSA for convenience by giving 30 days' written notice; termination of the MSA does not terminate SOWs that are in progress, which continue under the MSA terms until those SOWs are themselves terminated or completed.

Either party may terminate an SOW immediately for material breach if the breach is not cured within 15 days of written notice.

14. Governing law

This MSA is governed by the laws of the State of New York, USA, without regard to its conflict-of-laws principles, except where the SOW specifies different governing law for the engagement covered by that SOW.

15. General

This MSA together with the applicable SOW is the entire agreement between the parties on its subject matter. Amendments must be in writing and signed by both parties. The MSA may be assigned by either party only with the other party's prior written consent, except that either party may assign to a successor by merger or acquisition.

16. Contact

For contract-related questions: contracts@steadystategroup.example