Master Services Agreement

Thank you for choosing AI L3 Tech.

As your senior Tier 3 technical partner, AI L3 Tech is built to be the owner of the escalations, migrations, and AI projects your helpdesk doesn’t have the bandwidth for — not just another name to loop in. We’re the senior specialist pod your team calls when an issue is beyond L1/L2.

As we begin working together, please find our Master Services Agreement below. This document is intended to apply to any and all engagements between AI L3 Tech Corporation and Company, including any Statement of Work issued under the Essential, Standard, or Scale service tiers or any custom Fixed-Fee project.

Please read the full Agreement. The informational summary below is provided for convenience only and is not a substitute for the Agreement itself.

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Summary of Master Services Agreement

This summary is provided for convenience. Anyone reviewing this Agreement must read the full document, which governs the relationship.

AI L3 Tech Corporation (“AI L3 Tech” or “Contractor”) provides senior-level (“Tier 3” / “L3”) systems administration, engineering, migration, and applied-AI services as a subcontractor to Company, in support of Company’s own delivery of services to Company’s clients.

1. Authorization of Services. Work is defined in individual Proposals also known as Statements of Work (“SOWs”). Any written Proposal becomes an SOW once accepted by Company.
2. Location of Work. All services are performed remotely; there are no onsite requirements.
3. Service Lines. Defined by SOW.
4. Escalation Model. Company escalates L3-worthy issues through a dedicated shared communication channel, backed by email. Contractor confirms ownership of an escalation within one (1) business hour during Contractor’s normal business hours.
5. SLA Remedy. If Contractor fails to confirm ownership of a properly submitted escalation within its committed response window, Company’s sole and exclusive remedy is a service credit as set forth in Section 1(i) of the Agreement — not a right to terminate or withhold payment.
6. Pricing Models.
   1. Block Time (Monthly Retainer Tiers): Hours provided, as per contract. Up to 50% of unused base hours roll over to the following month. Full monthly payment is due on or before the first day of each month.
   2. Fixed-Fee Projects: 50% due upfront, 50% due upon Substantial Completion (meaning the work is usable for its intended purpose). Your account will be automatically charged upon Substantial Completion.
7. Payment Method Requirements. A valid payment method must be on file at all times.
8. Availability & After-Hours Work. Standard availability is 9:00 a.m. to 5:00 p.m. Eastern Time, Monday through Friday. After-hours work requires prior approval.
9. Termination by Company: Company shall not terminate within the first 90 days. After the 90 day period has been completed, Company can terminate without cause with 30 days prior written notice. Company remains responsible for all charges that accrue during the applicable notice period.

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Master Services Agreement

THIS MASTER SERVICES AGREEMENT (this “Agreement”) is entered into on the latest date on which this Agreement is signed (the “Effective Date”) by and between AI L3 TECH CORPORATION, an Illinois corporation (“Contractor”), and [Company Name] (“Company”), with a principal office located at [Company Address], [Company City], [Company State] [Company Zip]. Contractor and Company may be collectively referenced as the “Parties.”

Recitals

WHEREAS, Company operates as a managed service provider or similar technology services business and has entered into or may enter into service agreements with its own clients (each, a “Client”) to provide technology, support, or related services (each, a “Client Agreement”);

WHEREAS, Company desires to engage Contractor to perform certain senior-level (“Tier 3” / “L3”) subcontracted services — including Intune setup and management, mailbox migrations, server-to-cloud migration, and AI/Copilot deployment, governance, and custom automation support — on an escalation basis in support of Company’s obligations under one or more Client Agreements, and Contractor desires to be engaged by Company to perform such services;

WHEREAS, Contractor possesses expertise in systems administration and configuration, cloud infrastructure, Microsoft 365 and Intune administration, migrations, applied AI, and related technical consulting, and is willing to provide such services to Company subject to the terms and conditions of this Agreement and any applicable Statement of Work executed hereunder;

Agreement

NOW THEREFORE, in consideration of the mutual covenants of the Parties set forth herein, the sufficiency of which both Parties acknowledge and agree, the Parties agree as follows:

1. Contractor Services.

(a) Scope of Work. Contractor will provide systems administration and configuration, engineering, consulting, support, and related technical services (collectively, the “Work”) as subcontractor to Company in support of Company’s delivery obligations to its Clients. Contractor may from time to time issue written proposals (each, a “Proposal”) describing services, deliverables, timing, and pricing. Upon Company’s execution or written acceptance of a Proposal (including electronic acceptance), such Proposal shall automatically be deemed a “Statement of Work” (“SOW”) issued under, subject to, and governed by this Agreement without further action by either Party. No Proposal shall be effective unless and until Company has executed this Agreement. In the event of any conflict between this Agreement and any SOW or Proposal, this Agreement shall control unless Contractor expressly states otherwise in the applicable SOW. All Work shall be performed remotely; Contractor has no obligation to perform services at any physical location of Company, any Client, or any third party.

(b) Pricing Models. Each SOW shall specify whether the Work will be billed on a Block Time basis or a Fixed-Fee Project basis, as described below:

(i) Block Time. Company selects a monthly Block Time tier, purchasing a designated monthly allotment of Contractor’s time at the rates below (“Block Time”). Block Time hours apply only to the applicable monthly period and do not roll over unless expressly stated in the SOW. Block Time reflects a flexible resource allocation model; Contractor guarantees availability of Block Time hours on the following declining schedule over each calendar month, assuming a four-week month: (A) day 1 through day 7 — 100% of monthly Block Time hours; (B) day 8 through day 14 — 75%; (C) day 15 through day 21 — 50%; and (D) day 22 through month end — 25% (the “Guaranteed Hours Schedule”). Company may request Block Time hours in excess of the applicable guaranteed percentage at any point in the month, and Contractor will use commercially reasonable efforts to accommodate such requests subject to staffing availability, but does not guarantee availability beyond the Guaranteed Hours Schedule. Hours used in excess of the monthly Block Time allotment are billed at the applicable overage rate below unless otherwise specified in the SOW. Nothing in this Section 1(b)(i) authorizes Company to unilaterally reduce or discontinue its monthly Block Time commitment; any decrease requires Contractor’s prior written approval, absent which the then-current commitment and billing amount remain in effect.

(ii) Fixed-Fee Projects. Under a Fixed-Fee Project engagement, Contractor shall perform the Work described in the SOW for the fixed fee stated therein. Fixed pricing is based on the scope, assumptions, and deliverables defined in the SOW. Any changes require a mutually signed Change Order and may result in adjustments to fees, timeline, or deliverables.

(c) Block Time Adjustments. Company may request adjustments to its Block Time tier or hours by email or other written electronic communication. Contractor may approve or reject any such request in its sole discretion. Approved adjustments automatically amend the existing commitment and billing amount without a new agreement or formal change order.

(d) Escalation Procedure. Company shall submit L3-eligible issues to Contractor through the dedicated shared communication channel (e.g., Slack) designated in the SOW, with a backing email. Contractor will confirm whether an escalation falls within scope and accept ownership within one (1) business hour of submission during Contractor’s normal business hours (“Confirmation Window”). Contractor shall track all hours worked in a live dashboard accessible to Company and shall deliver monthly summary reports on the first business day of each month.

(e) SLA Remedy. If Contractor fails to confirm ownership of a properly submitted, in-scope escalation within the Confirmation Window, Company’s sole and exclusive remedy shall be a service credit equal to one (1) month of the then-current Block Time fee (or, for Fixed-Fee Projects, an amount to be specified in the applicable SOW), applied to Company’s next invoice. This remedy does not apply to delays caused by incomplete information, lack of access, or other circumstances outside Contractor’s reasonable control.

(f) Independent Role; No Privity With Client. Contractor is engaged solely by Company. Contractor shall not be deemed to have entered into any contractual relationship with any Client, and nothing in this Agreement shall create any rights or obligations between Contractor and any Client. Company shall remain solely responsible for all obligations under any Client Agreement.

(g) Subcontractors. Contractor may, at its discretion and expense, engage subcontractors or independent personnel to perform portions of the Work, provided that Contractor remains responsible for the Work.

(h) Company Obligations. Company shall provide Contractor with reasonable access to personnel, systems, documentation, and other information necessary for Contractor to perform the Work and shall timely communicate Client requirements, specifications, and changes to Contractor.

(i) Change Orders. After acceptance of any SOW, any request by Company to change, expand, delay, accelerate, or otherwise modify the scope, assumptions, schedule, deliverables, or requirements of the Work (a “Company Change Order Request”) must be submitted to Contractor in writing with reasonable detail. Contractor may accept or reject any such request in its sole discretion, and no Change Order Request is binding unless set forth in a written change order signed by Contractor or agreed in an email. If Contractor determines that out-of-scope requests, delays, or unforeseen circumstances require modifications to the Work, schedule, or pricing, Contractor may issue a written change order request (a “Contractor Change Order Request”); Company shall promptly approve or reject it in writing, and failure to respond within five (5) business days is deemed approval. Contractor has no obligation to perform additional or modified Work, or to continue impacted Work, until any required Change Order is fully executed and any additional fees are paid in advance. If Company rejects a Contractor Change Order Request or fails to timely execute or fund it, Contractor may suspend Work immediately without liability and, at Contractor’s election, treat the matter as a termination for convenience by Company under Section 10, entitling Contractor to all payments due, including any applicable early termination or kill fees.

(j) Availability; After-Hours Work. Contractor will be available to perform the Work during normal business hours, defined as 9:00 a.m. to 5:00 p.m. Eastern Time, Monday through Friday (excluding U.S. federal holidays). Any Work requested outside these hours must be scheduled in advance and is subject to Contractor’s prior written approval, and may be subject to additional fees as mutually agreed in writing.

2. Term.

This Agreement will become effective on the Effective Date and will remain in effect unless and until terminated pursuant to Section 10 (the “Term”).

3. Consideration.

Company shall pay to Contractor the consideration set forth under each SOW according to its terms. Contractor shall not receive reimbursement for its business expenses except as otherwise agreed in writing in any SOW. Upon termination of this Agreement, Contractor shall be paid fees and expenses on a proportional basis as stated in the SOW and as completed through the date of termination.

4. Invoicing and Payment.

(a) Payment Method. Company shall pay all fees due exclusively by ACH, credit card or debit card, maintained on file at all times, and authorizes Contractor to charge such card or bank for costs, and charges when due.

(b) Block Time Billing and Payment. Full payment for each month’s Block Time allocation is due on or before the first (1st) day of each calendar month. Contractor has no obligation to commence or continue Work for any month unless payment has been received in full.

(c) Fixed-Fee Project Billing. Company shall pay (i) fifty percent (50%) of the total project fee prior to commencement of the Work, and (ii) the remaining fifty percent (50%) upon Substantial Completion, meaning the Work is delivered in all material respects and sufficiently complete for its intended purpose, notwithstanding minor bugs, cosmetic issues, or non-material punch-list items.

(d) Processing Fees. Contractor shall bear all credit card processing fees; no such fees shall be passed through to Company.

(e) Payment Covenant / No Chargebacks. Company shall not dispute, reverse, or initiate a chargeback for any transaction in an amount less than or equal to the total fees payable under the applicable SOW; any such action constitutes a material breach. This Section survives termination.

(f) Failed Charges. If a card transaction fails and is not cured within five (5) days of notice, Contractor may suspend services until payment (by wire transfer or another acceptable method) is received; Company remains obligated to maintain a valid payment card on file.

(g) Payment Disputes. Company shall notify Contractor in writing of any bona fide billing dispute within five (5) days of the associated charge; failure to timely object constitutes acceptance and waiver of objection.

(h) No Withholding of Payment Due to Client. Company’s obligation to pay Contractor is not conditioned upon payment by any Client; Company bears all risk of non-payment by its Client.

(i) Interest on Late Payments. Past-due amounts accrue interest at one percent (1%) per month (or the maximum permitted by law), compounded monthly, until paid in full.

(j) Suspension for Non-Payment. If any payment or card charge is declined or not received when due, Contractor may immediately suspend performance without liability, and such suspension is not a breach.

5. Contractor’s Representations and Warranties.

Contractor represents and warrants, as of the Effective Date and throughout the Term, that: (a) it has full authority to enter into this Agreement; (b) this Agreement is a legal, valid, and enforceable obligation against it; (c) the Work does not violate applicable law; (d) it has no conflicting agreements; (e) there is no litigation affecting its ability to perform; (f) it will not accept obligations inconsistent with this Agreement; and (g) no part of the Work or information it provides infringes any third party’s patent, trademark, trade secret, or copyright, and Contractor owns or has all necessary rights to its own Proprietary Information.

6. Company’s Representations and Warranties.

Company represents and warrants, as of the Effective Date and throughout the Term, that: (a) it has full authority to enter into and perform this Agreement; (b) this Agreement is a legal, valid, and enforceable obligation against it, and it has full authority from each Client to engage Contractor as a subcontractor to the extent necessary for Contractor to perform the Work, without violating any Client Agreement; (c) Company and its Clients will comply with all applicable laws; (d) neither Company’s execution of this Agreement nor Contractor’s performance will breach any obligation to which Company or any Client is bound; (e) there is no litigation affecting Company’s ability to perform; (f) any specifications, data, access credentials, or other materials Company provides will be free of viruses, malware, or security vulnerabilities knowingly or negligently introduced by Company or its agents; (g) Company will ensure Contractor is provided all applicable Client Agreement terms necessary to perform the Work, and will not impose obligations on Contractor greater than or materially different from those Company undertakes to its Client without Contractor’s express written consent; (h) Company will not accept obligations inconsistent with this Agreement; (i) all materials Company provides do not infringe any third party’s intellectual property rights; and (j) COMPANY ACKNOWLEDGES THAT IT RECEIVES THE WORK “AS IS,” AND THAT ALL WARRANTIES NOT EXPRESSLY SET FORTH IN THIS AGREEMENT, THE SOWS, OR ANY RELATED DOCUMENT ARE EXCLUDED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

7. Ownership of Intellectual Property.

(a) Company Ownership of Work Product. Except as set forth in this Section 7, and subject to Contractor’s rights in Contractor Technology, all software code, deliverables, documentation, and other materials created by Contractor specifically for Company under an SOW (“Work Product”) shall be owned by Company upon Company’s full payment of all amounts due under the applicable SOW. Work Product does not include Contractor Technology, Pre-Existing Materials, or any general skills, ideas, know-how, tools, or methodologies used or developed by Contractor.

(b) Contractor Ownership of Pre-Existing Materials and Contractor Technology. Contractor retains all right, title, and interest in and to all intellectual property, technology, tools, frameworks, software components, models, scripts, templates, workflows, processes, know-how, and other materials developed or owned by Contractor before the Effective Date, any improvements or derivatives thereof made during the Term, and any generalized knowledge, skills, and experience gained during performance of the Work (collectively, “Contractor Technology”). Nothing in this Agreement transfers or assigns Contractor Technology to Company.

(c) License to Work Product for Contractor’s Use. Company grants Contractor a perpetual, irrevocable, worldwide, non-exclusive, royalty-free license (with the right to sublicense) to use, display, reproduce, modify, distribute, sell, incorporate, and otherwise exploit any Work Product for any purpose, including Contractor’s internal purposes, portfolio, training, research, product development, and performance of work for third parties. Contractor has no obligation to remove Company’s name or branding from Work Product used in its portfolio unless requested in writing.

(d) License to Contractor Technology. To the extent Contractor Technology is incorporated into Work Product, Contractor grants Company a perpetual, non-exclusive, non-transferable, non-sublicensable, royalty-free license to use it solely for Company’s internal business purposes as part of the Work Product. Company shall not separate, reverse-engineer, reuse, distribute, or commercialize Contractor Technology except as expressly permitted in the applicable SOW.

8. Mutual Non-Disclosure of Proprietary Information.

The Parties’ mutual confidentiality obligations with respect to Proprietary Information are as set forth in the Mutual Non-Disclosure Agreement between the Parties, which is incorporated into this Agreement by reference as provided in Section 15.

9. Independent Contractor Status.

Contractor is an independent contractor and not an employee, partner, agent, or joint venturer of Company. Contractor has sole discretion over the manner, means, methods, personnel, tools, and scheduling used to perform the Work, is not subject to Company’s employment policies, and may perform services for other clients. Contractor is solely responsible for all taxes, insurance, benefits, and obligations relating to its personnel; Company shall not withhold or pay payroll taxes or provide employee benefits. If any authority determines Contractor or its personnel should be treated as Company employees, Company shall indemnify and hold Contractor harmless from all resulting taxes, penalties, interest, and costs (including attorneys’ fees). This Section survives termination.

10. Termination.

Any of the following occurring shall be considered an “Event of Termination”:

(a) Termination by Company. (i) Without Cause: No termination may happen within the first 90 days. After the first 90 days, Company may terminate at its convenience upon thirty (30) days’ prior written notice. (ii) For Cause: Company may terminate if Contractor breaches this Agreement and fails to cure within thirty (30) days of prior written notice.

(b) Termination by Contractor. (i) Without Cause: Contractor may terminate at its convenience upon written notice. (ii) For Cause: Contractor may terminate if Company breaches this Agreement, upon written notice.

(c) Consequences. Upon an Event of Termination: (i) Contractor will deliver to Company all completed or partially completed Work, provided Company has no rights to use Contractor Technology; (ii) no later than ten (10) days after the Event of Termination, Company shall pay Contractor the proportion of Work rendered plus all unpaid amounts due, and if a pre-payment balance remains after Contractor is fully compensated, Contractor shall return the balance to Company within thirty (30) days; and (iii) Contractor may cease rendering services.

(d) Payments through Notice Period. Company remains fully obligated to pay all fees and charges accruing during any notice period, regardless of whether Company continues using the services.

11. Indemnification.

To the greatest extent permitted by law, Company shall indemnify, defend, and hold Contractor and its successors, assigns, agents, employees, stockholders, contractors, officers, directors, and representatives harmless from all liability, damages, judgments, penalties, claims, costs, and expenses (including reasonable attorneys’ fees) arising directly or indirectly out of or in connection with: (i) any breach or default by Company or its agents under this Agreement; (ii) any negligent or wrongful act or omission of Company or its agents; (iii) any breach of a representation, covenant, or warranty by Company or its agents; (iv) any condition, activity, or event caused by Company or its agents during the Term; or (v) any claim brought by a Client or related to a Client Agreement.

12. Damages Limitation.

EXCEPT AS PROVIDED IN SECTION 11, IN NO EVENT SHALL CONTRACTOR BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR LOSS OF USE OR LOST PROFITS, REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. For direct damages not excluded above, Contractor’s total aggregate liability arising out of or relating to an SOW shall not exceed: (a) for Block Time engagements, the fees paid by Company for the Block Time during the three (3) calendar months immediately preceding the claim; or (b) for Fixed-Fee Project engagements, the total fees payable for the applicable SOW. Where applicable law does not allow such limitations, Contractor’s liability is limited to the maximum extent permitted by law. Contractor shall not be liable for damages arising from third-party software, open-source components, hosting environments, or Client-managed systems.

13. Non-Disparagement.

Company shall refrain from making negative or disparaging remarks about Contractor, except remarks made to Company’s counsel or advisors, in response to a government investigation or subpoena, or made internally between Company employees. This obligation exists during the Term and continues after termination.

14. Non-Solicitation Covenant.

During the Term and for twenty-four (24) months following termination (the “Restricted Period”), Company shall not, directly or indirectly: (a) solicit, recruit, or induce any Contractor personnel to terminate or diminish their relationship with Contractor; or (b) hire, engage, or otherwise retain any Contractor personnel who performed services for Company or whose identity became known to Company in connection with this Agreement. The Parties agree a breach would cause irreparable harm difficult to quantify; accordingly, upon breach, in addition to injunctive relief, Company shall pay Contractor liquidated damages equal to 75% of the affected individual’s total annualized compensation or fees. This Section survives termination.

15. Non-Disclosure Agreement Incorporated.

The Parties acknowledge they have entered into, or may enter into, a separate Mutual Non-Disclosure Agreement (the “NDA”), which is incorporated into and made part of this Agreement by reference. In the event of conflict between this Agreement and the NDA, the terms providing greater protection to Contractor’s confidential information and proprietary rights shall control.

16. Miscellaneous.

(a) Notice. Notices shall be in English, in writing, refer specifically to this Agreement, and be delivered personally, by nationally recognized overnight courier, by registered/certified mail, or as otherwise specified below.

If to Company: As provided under the Preamble to this Agreement.

(b) Assignment. Neither party shall assign this Agreement without the other’s prior written consent, provided Contractor may subcontract its duties to third parties.

(c) Headings; Interpretation. Headings are for convenience only. In the event of conflict between this Agreement and any SOW or summary, this Agreement controls.

(d) Survival. Provisions calling for performance after termination shall survive.

(e) Waiver. Failure to enforce any term is not a waiver of the right to enforce it later.

(f) Entire Agreement. This Agreement, with its exhibits and schedules, embodies the entire agreement and supersedes all prior negotiations.

(g) Amendments. No amendment is effective unless in writing and signed by both Parties.

(h) Counterparts; Electronic Signature. This Agreement may be executed in counterparts and by electronic means.

(i) Severability. Invalid or unenforceable provisions shall be severed without affecting the remainder.

(j) Choice of Law; Venue; Waiver of Jury. This Agreement shall be governed by the laws of the State of Illinois without regard to conflicts of law provisions. Venue for any legal action shall be exclusively in the state or federal courts located in DuPage County, Illinois, and the Parties waive the right to a jury trial in connection with any related litigation.

(k) Force Majeure. Contractor shall not be deemed in default for failure or delay caused by circumstances beyond its reasonable control, including fires, floods, disease, epidemics, pandemics, acts of terrorism, riots, acts of God, labor shortages or strikes, or governmental delay.

(l) Enforcement Costs. If Contractor initiates or must participate in litigation or arbitration to enforce its rights or collect amounts due, Company shall reimburse Contractor’s reasonable attorneys’ fees, court costs, and related expenses; prevailing-party cost-shifting that would otherwise apply is expressly disclaimed. This Section survives termination.

(m) Remedies; Injunctive Relief. Contractor may seek injunctive relief, specific performance, or other equitable remedies for any threatened or actual breach relating to confidentiality, intellectual property, non-solicitation, or payment, without posting bond, to the extent permitted by law.

(n) No Third Party Beneficiaries. This Agreement is for the sole benefit of the Parties and their successors and permitted assigns.

(o) Time of the Essence. Time is of the essence with respect to all Company payment obligations.

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BY SIGNING OUR PROPOSAL OR ENTERING INTO A MONTHLY AGREEMENT, THE COMPANY ACKNOWLEDGES AND AGREES THAT EACH HAD THE OPPORTUNITY TO CONSULT WITH LEGAL AND FINANCIAL COUNSEL CONCERNING THE RIGHTS AND OBLIGATIONS ARISING UNDER THIS AGREEMENT, THAT EACH PARTY HAS READ AND UNDERSTANDS THIS AGREEMENT, AND THAT EACH PARTY ENTERS INTO THIS AGREEMENT WILLINGLY.