Master Services Agreement

1. Definitions

• "Agreement" means this Master Services Agreement and all Statements of Work, schedules, and attachments incorporated by reference.
• "Confidential Information" means any information furnished by Discloser to Recipient during the term, including business plans, customer data, financial information, trade secrets, and technical data.
• "Customer Data" means all data about Customer's business, customers, employees, AI systems, AI tool usage, governance policies, compliance posture, and other information provided to ResultsIQ.
• "Control Center" means the ResultsIQ Control Center™ platform provided as part of the Services, including executive reporting, AI tool registry, governance scoring, compliance mapping, and risk logging modules.
• "Services" means managed AI governance, AI security, AI operations, AI strategy advisory, and related services delivered under this Agreement as specified in Statements of Work.
• "Statement of Work" has the meaning in Section 2.1.

2. General

2.1. Agreement Structure. This Agreement contains general terms for all managed AI services. Specific Services, fees, and terms are described in individual SOWs executed by both Parties.

2.2. Order of Precedence. In case of inconsistency between this Agreement and a SOW, the SOW takes precedence for the Services described therein.

3. Services

3.1. Scope. ResultsIQ will provide Services as described in each SOW, including managed AI governance, security monitoring, strategy advisory, operations delivery, compliance management, and Control Center access.

3.2. Designated Contacts. Each Party shall designate an authorized primary contact for each SOW.

3.3. Changes. Scope changes require a written amendment or Project Change Request signed by both Parties.

4. Fees and Payment

4.1. Invoices. Managed services are invoiced on the first of each month, payable within thirty (30) days. Interest of 1.5% per month applies to overdue amounts.

4.2. Expenses. Pre-approved out-of-pocket expenses are reimbursable, including travel and third-party licensing.

4.3. Taxes. Fees exclude all sales, use, and value-added taxes. Customer is responsible for such taxes.

5. Information Security

5.1. Security Measures. ResultsIQ will maintain commercially reasonable security measures to protect Customer Data against accidental or unlawful loss, access, or disclosure.

5.2. Audits.Customer may review ResultsIQ's security measures annually at Customer's expense with reasonable notice.

6. Customer Responsibilities

6.1. Content. Customer is responsible for all Content accuracy, legality, and timely provision of data required for Services.

6.2. Required Consents. Customer shall obtain and maintain all consents needed for ResultsIQ to access systems and data.

6.3. AI Tool Disclosure. Customer shall provide a good-faith inventory of AI tools and platforms in use.

6.4. Security. Unless ResultsIQ provides security services, Customer is responsible for its own system security.

7. Confidential Information

7.1. Non-Disclosure. Each Party shall use no less than reasonable care to avoid disclosure of Confidential Information and shall use it solely for Agreement purposes.

7.2. Exceptions. Obligations do not apply to information that is: (a) publicly available; (b) previously known; (c) independently developed; or (d) rightfully received from a third party.

7.3. Required by Law. Legally compelled disclosure is permitted with prompt written notice to the Discloser.

7.4. Return/Destruction. Upon termination or request, Recipient shall return or destroy Confidential Information.

7.5. Duration. Obligations survive for three (3) years after termination.

8. Ownership Rights

8.1. Services. ResultsIQ retains all rights in the Services, methodologies, frameworks (including the Six-Pillar Framework), Control Center platform, and related materials.

8.2. Content.All Customer Content remains Customer's property.

8.3. Deliverables. Custom deliverables (policies, assessments) are owned by Customer upon full payment. ResultsIQ retains generalized knowledge and experience.

9. Representations and Warranties

9.1. Mutual. Each Party has authority to enter into this Agreement and will comply with applicable laws.

9.2. By Customer. Customer owns or licenses all Content, has Required Consents, and Content does not violate laws or third-party rights.

9.3. By ResultsIQ. Services will be performed professionally per industry standards, meet SOW service levels, and be delivered by qualified personnel.

9.4. Disclaimer. EXCEPT AS STATED IN THIS SECTION, NEITHER PARTY MAKES WARRANTIES OF ANY KIND. ALL IMPLIED WARRANTIES ARE DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

10. Indemnification

10.1. By ResultsIQ. ResultsIQ will defend Customer against third-party IP infringement claims related to the Services.

10.2. By Customer. Customer will indemnify ResultsIQ for claims arising from Customer's breach, Content, or negligence.

10.3. Procedure. Prompt notice, sole defense control to indemnifier, reasonable cooperation.

11. Limitation of Liability

11.1. Damages. NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES.

11.2. Cap. RESULTSIQ'S TOTAL LIABILITY SHALL NOT EXCEED FEES PAID IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

11.3. Allocation. THESE LIMITATIONS ARE AN ESSENTIAL ELEMENT OF THE BARGAIN AND REPRESENT REASONABLE RISK ALLOCATION.

12. Term and Termination

12.1. Term. This Agreement remains in effect until terminated. SOW terms are as specified therein.

12.2. For Convenience. Either Party may terminate upon sixty (60) days written notice.

12.3. For Breach. Either Party may terminate if a material breach remains uncured thirty (30) days after written notice.

12.4. Insolvency.Either Party may terminate upon the other's insolvency, bankruptcy, or assignment for creditors.

12.5. Final Payment. Customer shall pay all amounts due within thirty (30) days of termination.

12.6. Effects. Upon termination: (a) reasonable transition assistance for up to 30 days; (b) Control Center access terminates; (c) Customer Data returned or destroyed.

12.7. Survival. Sections 1, 7, 8, 9.4, 10, 11, 12.5, and 13 survive termination.

13. Miscellaneous

13.1. Force Majeure. Neither Party is liable for delays due to events beyond reasonable control.

13.2. Insurance. Each Party maintains $1M/$2M commercial general liability. ResultsIQ additionally maintains $1M professional liability.

13.3. Governing Law. Florida law governs. Exclusive jurisdiction in Pinellas County, Florida.

13.4. Independent Contractors. The Parties are independent contractors; no partnership, agency, or employment is created.

13.5. Assignment.No assignment without consent, except to affiliates or in connection with M&A.

13.6. Severability. Invalid provisions shall not affect the remaining Agreement.

13.7. Notices. Written notices to: ResultsIQ LLC, 7901 4th St N STE 300, St. Petersburg, FL 33702. Customer notices to the last known address.

13.8. Entire Agreement. This Agreement and all SOWs constitute the entire agreement, superseding all prior agreements.