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Legal · MSA template

Master Services Agreement.

The umbrella contract for a consulting or software engagement with empowered.guru, LLC. Use this as the starting point. We will redline together before signing.

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This is a TEMPLATE. The actual contract between you and empowered.guru, LLC is the MSA we sign together, incorporating one or more Statements of Work, the Data Processing Agreement, the Acceptable Use Policy, and the Service Level Agreement. Where this template conflicts with a signed agreement, the signed agreement controls.

Template · Last reviewed: August 16, 2026 · v3.1

1. Parties and effective date

This Master Services Agreement (the "MSA") is entered into as of the Effective Date by and between empowered.guru, LLC, a California limited liability company with its principal place of business in California, U.S.A. (the "Company"), and the entity identified on the signature page (the "Client"). The Company and the Client are each a "Party" and together the "Parties".

2. Definitions

  • "Acceptable Use Policy" means the Company's AUP at /legal/acceptable-use, as updated.
  • "Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with a Party.
  • "Background IP" means intellectual property owned or licensed by a Party that (a) exists at the Effective Date, or (b) is developed independently of the Services and not as a Deliverable.
  • "Client Materials" means content, data, or other material provided by the Client for use in the Services.
  • "DPA" means the Data Processing Agreement at /legal/data-processing-agreement, incorporated by reference.
  • "Deliverable" means any work product the Company delivers under a SoW.
  • "Fees" means the amounts payable under Section 6.
  • "Services" means the services performed under a SoW.
  • "SLA" means the Service Level Agreement at /legal/service-level-agreement, as updated.
  • "SoW" means a Statement of Work executed under this MSA.

3. How engagements work

Each engagement is governed by this MSA plus a separate SoW that describes the scope, deliverables, timeline, fees, and any engagement-specific terms. If this MSA and a SoW conflict, the SoW controls for the engagement it covers. If this MSA and the DPA conflict on data-protection matters, the DPA controls.

4. Services and deliverables

The Company will perform the Services and deliver the Deliverables described in each SoW, using personnel of suitable skill and experience, and in a professional and workmanlike manner consistent with industry standards. Acceptance criteria, where applicable, are stated in the SoW; in the absence of acceptance criteria, Deliverables are deemed accepted upon delivery unless the Client provides written notice of non-conformance within 10 business days.

5. Client obligations

The Client will:

  • Provide Client Materials, access, and decisions needed for the Company to perform the Services, on a timely basis.
  • Designate a project sponsor with authority to make binding decisions for the Client.
  • Use the Services and Deliverables only as permitted by this MSA, the AUP, and applicable law.
  • Pay the Fees when due.

6. Fees, expenses, taxes

Fees are stated in each SoW and are payable in U.S. dollars unless the SoW says otherwise. Reasonable, pre-approved out-of-pocket expenses (travel, third-party services) are reimbursed at cost. The Client is responsible for all sales, use, value-added, GST, and similar taxes, excluding taxes on the Company's net income.

7. Invoicing and payment

Invoices are due net 30 from the invoice date. Overdue amounts accrue interest at 1.5% per month or the maximum permitted by law, whichever is less. The Client will reimburse the Company's reasonable costs of collection, including attorneys' fees. The Client may dispute an invoice in good faith by written notice within 15 days of the invoice date, specifying the disputed amount and the basis for the dispute; undisputed amounts are paid when due.

8. Intellectual property

8.1 Background IP

Each Party retains ownership of its Background IP. The Company grants the Client a non-exclusive, perpetual, royalty-free license to use Background IP that is embedded in a Deliverable, solely as embedded in that Deliverable.

8.2 Deliverables

Subject to payment of all Fees, the Company assigns to the Client all right, title, and interest in the Deliverables, excluding the Company's Background IP and excluding any third-party open-source software incorporated under Section 9. The assignment is effective upon final payment for the relevant SoW. The Company retains the right to use general know-how, techniques, and experience retained in unaided memory by personnel.

8.3 Residual rights

Nothing in this MSA transfers trademarks; each Party's trademarks remain that Party's. Use of the other Party's marks requires prior written permission, except for truthful references (e.g., Client logo on the Company's customer page).

8.4 Feedback

Feedback is licensed back to the Company under a perpetual, royalty-free license to use, modify, and incorporate the Feedback into the Services without obligation.

9. Open-source software

The Services and Deliverables may include open-source software governed by its own license (Apache 2.0, MIT, BSD, GPL, AGPL, Qwen, Llama Community License, or other). Use of that software is governed by its license, not by this MSA. The Company will identify open-source components of significance (for example, model weights with use restrictions, AGPL-licensed components, or anything that affects the Client's distribution rights) in the SoW or in a notice attached to the Deliverable.

10. Confidentiality

Each Party will protect the other's Confidential Information with the same care it uses to protect its own (and in no event less than reasonable care), and will use Confidential Information only for purposes of performing under this MSA. The Company's standard mutual NDA at /legal/nda may be executed for the exchange of Confidential Information before the SoW is signed.

11. Data protection

The Parties' data-protection obligations are set out in the DPA, which is incorporated by reference. To the extent the Client provides personal data to the Company, the Company will process it only on the Client's documented instructions as set out in the DPA.

12. Mutual warranties

Each Party represents and warrants that (a) it has full power and authority to enter into this MSA, (b) entering into and performing this MSA does not violate any other agreement to which it is a party, and (c) it will comply with all laws applicable to its performance.

13. Disclaimer

EXCEPT FOR THE EXPRESS WARRANTIES IN SECTION 12 AND THE SLA, THE SERVICES AND DELIVERABLES ARE PROVIDED "AS IS." THE COMPANY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, AND NON-DEFECT. AI-RELATED OUTPUTS ARE PROBABILISTIC AND MAY BE WRONG; THE COMPANY DOES NOT WARRANT THEIR ACCURACY OR FITNESS FOR ANY PARTICULAR PURPOSE.

14. Limitation of liability

TO THE FULLEST EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, GOODWILL, OR DATA. EACH PARTY'S AGGREGATE LIABILITY UNDER THIS MSA WILL NOT EXCEED THE GREATER OF (A) THE FEES PAID OR PAYABLE UNDER THE GIVING-RISE SoW IN THE 12 MONTHS BEFORE THE EVENT, OR (B) ONE HUNDRED THOUSAND U.S. DOLLARS (US$100,000). THE LIMITATIONS IN THIS SECTION DO NOT APPLY TO (I) BREACH OF CONFIDENTIALITY, (II) BREACH OF DATA-PROTECTION OBLIGATIONS UNDER THE DPA, (III) A PARTY'S INDEMNIFICATION OBLIGATIONS, (IV) GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, OR (V) LIABILITY THAT CANNOT BE LIMITED AS A MATTER OF LAW.

15. Indemnification

15.1 By the Company

The Company will defend the Client against any third-party claim that a Deliverable, as provided by the Company and used as authorized in this MSA, infringes a U.S. patent, copyright, trademark, or trade secret, and will indemnify the Client against damages and costs (including reasonable attorneys' fees) finally awarded by a court of competent jurisdiction or paid in settlement approved by the Company. The Company's obligations do not extend to claims arising from (a) modification of the Deliverable by the Client, (b) combination with materials not supplied by the Company, (c) use other than as authorized, or (d) open-source components, which are governed by their own licenses.

15.2 By the Client

The Client will defend the Company against any third-party claim arising from the Client Materials, the Client's use of the Services in violation of this MSA or the AUP, or the Client's violation of any law or third-party right, and will indemnify the Company against damages and costs finally awarded or paid in settlement approved by the Client.

15.3 Procedure

The indemnified Party will promptly notify the indemnifying Party, give the indemnifying Party sole control of the defense and settlement (at its cost), and provide reasonable cooperation. The indemnified Party may participate in the defense at its own expense.

16. Insurance

The Company will maintain commercially reasonable insurance coverage for its business, including commercial general liability, errors and omissions / professional liability, cyber liability, and workers' compensation as required by law. Coverage amounts are described at /legal/insurance. Certificates of insurance are available on request.

17. Term and termination

17.1 Term

This MSA starts on the Effective Date and continues until terminated.

17.2 Termination for convenience

Either Party may terminate this MSA or any SoW for convenience on 30 days' written notice. Fees for Services performed before termination are payable.

17.3 Termination for cause

Either Party may terminate this MSA or any SoW for material breach on 30 days' written notice if the breach is not cured within that period. Termination is without prejudice to any remedy available at law or in equity.

17.4 Insolvency

Either Party may terminate immediately on written notice if the other Party becomes insolvent, files for bankruptcy, makes a general assignment for the benefit of creditors, or ceases to do business in the ordinary course.

18. Effects of termination

Upon termination: (a) the Client will pay all undisputed Fees through the effective date of termination; (b) each Party will return or destroy the other's Confidential Information; (c) the Company will return or delete the Client's personal data per the DPA; and (d) Sections 8 (IP), 10 (Confidentiality), 11 (Data), 13 (Disclaimer), 14 (Liability), 15 (Indemnity), 19 (Compliance), 20 (Governing law), 21 (Disputes), and 23 (General) survive.

19. Personnel and assignments

Neither Party may assign this MSA without the other's prior written consent, except that either Party may assign in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets, with notice. The Company may use qualified subcontractors to perform non-client-facing portions of the Services; the Company remains responsible for their work.

20. Compliance with laws

Each Party will comply with the laws applicable to its performance, including the U.S. Foreign Corrupt Practices Act, the U.K. Bribery Act, U.S. export-control and sanctions regulations, and applicable data-protection laws. The Company's compliance policies are at /legal/anti-bribery and /legal/export-control.

21. Governing law and venue

This MSA is governed by the laws of the State of California, U.S.A., without regard to its conflict-of-laws principles. Subject to Section 22, the state and federal courts located in California have exclusive jurisdiction, and each Party consents to personal jurisdiction in those courts.

22. Dispute resolution

The Parties will attempt in good faith to resolve any dispute through informal negotiation between executives with authority to settle for 30 days before either initiates arbitration. Disputes not resolved informally will be resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, by a single arbitrator in California. The arbitrator may award any relief a court could, but not punitive damages or damages excluded by Section 14. Judgment may be entered in any court of competent jurisdiction. Either Party may bring a claim in small-claims court or seek injunctive relief to protect intellectual property or Confidential Information.

23. Notices

Notices must be in writing and delivered to the addresses on the signature page by email (effective on the business day after sending, with confirmation) or by overnight courier (effective on the next business day). Routine operational communications may be conducted by email between project contacts without being a formal notice.

24. General provisions

  • Entire agreement. This MSA, the SoWs, the DPA, the AUP, the SLA, and the NDA (if any) are the entire agreement and supersede prior or contemporaneous communications on the subject.
  • Amendments. Any amendment must be in writing and signed by both Parties.
  • Severability. If any provision is held unenforceable, the rest remain in effect, and the unenforceable provision is reformed to the minimum extent necessary.
  • No waiver. A failure or delay in exercising a right is not a waiver.
  • Force majeure. Neither Party is liable for failure or delay (other than payment) caused by events beyond its reasonable control.
  • Independent contractors. The Parties are independent contractors; nothing creates a partnership, joint venture, agency, or employment relationship.
  • No third-party beneficiaries. Except for indemnitees in Section 15, this MSA creates no third-party beneficiary rights.
  • Counterparts; electronic signatures. This MSA may be executed in counterparts, including by electronic signature, each of which is an original and which together are one instrument.

25. Signature block

By signing below, each Party agrees to this MSA as of the Effective Date stated on the signature page.

empowered.guru, LLC                       [CLIENT LEGAL NAME]
By: ________________________             By: ________________________
Name: Brian Marvin                        Name: ______________________
Title: Managing Member                    Title: _____________________
Date: ___________________                 Date: _____________________
Address: California, U.S.A.              Address: __________________
Email: legal@empowered.guru              Email: ___________________

To request a redlined version of this MSA for a specific engagement, email legal@empowered.guru with the SoW attached or described. We turn redlines around within two business days.