Master Services Agreement.

This page summarizes, for transparency, the standard Master Services Agreement (the "MSA") under which eeko Systems LLC ("eeko Systems," "we," "us," or "our") delivers enterprise AI engagements. It is intended to give prospective and current clients a plain-language overview of how we structure and govern our work. It is a summary only. Actual engagements are governed by an executed MSA and one or more Statements of Work ("SOW") signed by both parties; in the event of any conflict, the executed documents control.

1. Structure

Our commercial relationship follows a two-document model. The MSA establishes the master legal and commercial terms that apply across the entire relationship — confidentiality, intellectual property, liability, data protection, and dispute resolution. Individual engagements are then defined in one or more Statements of Work that reference the MSA.

• The MSA is signed once and governs the overall relationship between the parties.
• Each SOW describes a specific engagement: its scope, deliverables, milestones, timeline, acceptance criteria, and price.
• Engagements are delivered on a fixed-scope, fixed-price basis unless a SOW expressly states otherwise. This gives both parties a clear, bounded definition of what will be built, by when, and for how much.
• Changes to an active SOW are handled through a written change order signed by both parties before the additional work begins.

2. Scope of Services

eeko Systems provides enterprise AI engineering and digital transformation services, including the design, development, integration, and deployment of AI systems, agents, workflows, knowledge systems, and supporting infrastructure. The precise scope of any engagement is defined in the applicable SOW.

• Services are limited to what is expressly described in the relevant SOW; anything not listed is out of scope.
• Deliverables, acceptance criteria, and the process for reviewing and accepting them are defined per SOW.
• Where an engagement depends on third-party platforms, models, or services, the client is responsible for maintaining the necessary licenses and accounts unless the SOW states otherwise.

3. Fees & Payment

Fees for each engagement are set out in the applicable SOW. Because engagements are typically fixed-price, the client knows the total cost before work begins.

• Invoices are issued according to the milestone or billing schedule defined in the SOW.
• Unless otherwise stated, invoices are payable within thirty (30) days of the invoice date.
• Fees are exclusive of applicable taxes, which are the responsibility of the client where required by law.
• Reasonable pre-approved expenses, where applicable, are billed at cost.
• Late payments may be subject to interest at the rate permitted by applicable law and may result in suspension of services after written notice.

4. Client Responsibilities

Successful delivery depends on timely collaboration. The client agrees to provide reasonable cooperation and the inputs necessary for eeko Systems to perform the services.

• Timely access to systems, data, environments, documentation, and personnel as reasonably required.
• A designated point of contact empowered to provide decisions, approvals, and acceptance within agreed timeframes.
• Ensuring that any data or materials provided to eeko Systems may lawfully be used for the engagement.
• Maintaining any third-party licenses, subscriptions, or accounts that the engagement relies upon.

Delays caused by the client may affect timelines and, where material, may be addressed through a change order.

5. Intellectual Property & Deliverables

We believe clients should own what they pay us to build, while we retain the tools and know-how that let us deliver efficiently.

• Upon full payment of the fees due for the relevant deliverables, the client owns the custom deliverables created specifically for the client under the applicable SOW.
• eeko Systems retains all rights in its pre-existing intellectual property and in reusable components, frameworks, libraries, tools, templates, and general know-how used to deliver the services.
• To the extent any such pre-existing IP or reusable components are embedded in a deliverable, eeko Systems grants the client a perpetual, non-exclusive, royalty-free license to use them as part of that deliverable.
• Nothing in an engagement transfers ownership of eeko Systems' general methodologies, skills, or experience, which we remain free to use and improve.

6. Confidentiality

Each party will inevitably learn confidential information about the other. Both parties agree to protect it.

• Each party will use the other's confidential information solely to perform its obligations and exercise its rights under the agreement.
• Confidential information is protected using at least the same degree of care a party uses for its own confidential information, and no less than a reasonable standard of care.
• Confidentiality obligations do not apply to information that is publicly available, independently developed, or rightfully received from a third party without restriction.
• These obligations survive the termination of the engagement for the period stated in the executed MSA.

7. Data Protection & Security

eeko Systems handles client data in accordance with the security and data protection commitments described on our Security page, and as further specified in the applicable MSA, SOW, or data processing terms.

• Data is encrypted in transit and at rest in accordance with the controls described on our Security page.
• Access to client data is limited on a least-privilege basis to personnel who require it to deliver the engagement.
• Where required, the parties enter into a data processing agreement that governs the processing of personal data.
• Deployment options — including cloud, customer VPC, and fully on-premises models — are described on the Security page and may be selected per engagement.

8. Warranties & Disclaimers

eeko Systems warrants that it will perform the services in a professional and workmanlike manner consistent with generally accepted industry standards.

• If services fail to meet this standard, the client's remedy is for eeko Systems to re-perform the deficient services within a reasonable period, provided the client gives prompt written notice.
• Except as expressly stated, the services and deliverables are provided "as is," and eeko Systems disclaims all other warranties, whether express, implied, or statutory, including implied warranties of merchantability and fitness for a particular purpose.
• AI systems are probabilistic by nature; eeko Systems does not warrant that outputs will be error-free or that any system will achieve a specific business outcome unless expressly agreed in a SOW.

9. Limitation of Liability

The parties agree to reasonable limits on liability that reflect the value of the engagement.

• Neither party is liable for indirect, incidental, consequential, special, or punitive damages, or for lost profits or lost data, arising out of or related to the agreement.
• Except for excluded claims, each party's total aggregate liability is capped at the fees paid by the client under the applicable SOW giving rise to the claim during a defined preceding period.
• Customary exclusions from these limitations — such as breaches of confidentiality, indemnification obligations, or a party's willful misconduct — are set out in the executed MSA.

10. Term & Termination

The MSA remains in effect until terminated, while individual SOWs run for the duration of their respective engagements.

• Either party may terminate the MSA or an active SOW for material breach that remains uncured after written notice and a reasonable cure period.
• Either party may terminate for convenience where the executed agreement permits, subject to the notice terms stated there.
• On termination, the client pays for all services performed and accepted, and for work in progress, up to the effective date of termination.
• Provisions intended to survive — including confidentiality, intellectual property, and limitation of liability — continue after termination.

11. Governing Law

The agreement is governed by and construed in accordance with the laws of the State of [Delaware], USA, without regard to its conflict-of-laws principles. The parties agree to the dispute-resolution mechanism set out in the executed MSA, including any agreed venue or arbitration terms.

12. Contact

For questions about our Master Services Agreement, Statements of Work, or contracting process, contact us at legal@eeko.systems. For security-specific inquiries, contact security@eeko.systems.