Master Service Agreement

Document ID: WBL-MSA-v1.0 Effective Date: [DATE] Last Revised: 2026-02-19

Parties

This Master Service Agreement ("Agreement") is entered into as of the Effective Date above, by and between:

Service Provider:

Webility ("Agency", "we", "us", or "our") [Agency Legal Name / Business Registration Name] [Registered Address] [City, Province/State, Postal Code, Country] Business Number / Registration: [NUMBER] Email: legal@webility.local

and

Client:

[CLIENT LEGAL NAME] ("Client", "you", or "your") [Client Registered Address] [City, Province/State, Postal Code, Country] Represented by: [Name, Title] Email: [CLIENT EMAIL]

The Agency and the Client are each referred to individually as a "Party" and collectively as the "Parties."

Recitals

The Agency is in the business of providing digital services including, without limitation, web design and development, brand identity design, digital marketing strategy, AI-powered business automation, software consulting, and website maintenance and hosting.

The Client wishes to engage the Agency to perform such services, and the Agency agrees to perform those services, subject to the terms and conditions of this Agreement.

This Agreement governs all present and future engagements between the Parties and is supplemented by individual Statements of Work ("SOW") that describe the specific services, deliverables, timelines, and pricing for each project.

Table of Contents

1. Definitions
2. Scope of Services
3. Statements of Work
4. Fees, Invoicing & Payment
5. Intellectual Property
6. Confidentiality
7. Client Responsibilities & Cooperation
8. Representations & Warranties
9. Disclaimer of Warranties
10. Limitation of Liability
11. Indemnification
12. Term & Termination
13. Independent Contractor
14. Non-Solicitation
15. Force Majeure
16. Dispute Resolution
17. Governing Law & Jurisdiction
18. General Provisions

1. Definitions

For the purposes of this Agreement, the following terms shall have the meanings set forth below:

"Agreement" means this Master Service Agreement, together with all Statements of Work, schedules, and exhibits attached hereto or incorporated herein by reference, as may be amended from time to time in writing by both Parties.

"Confidential Information" means any non-public information disclosed by one Party to the other, whether orally, in writing, or by any other means, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, without limitation, business plans, financial data, client lists, technical documentation, source code, trade secrets, and proprietary processes.

"Deliverables" means the specific work product, materials, code, designs, reports, or other outputs that the Agency is required to produce and deliver to the Client as specified in a Statement of Work.

"Intellectual Property Rights" means all patents, copyrights, trademarks, trade secrets, moral rights, database rights, design rights, and any other intellectual property rights, whether registered or unregistered, anywhere in the world.

"Pre-Existing IP" means any Intellectual Property Rights owned or licensed by a Party prior to the commencement of this Agreement, or developed independently outside the scope of a Statement of Work.

"Project" means a specific engagement between the Parties governed by an individual Statement of Work.

"Statement of Work" (SOW) means a written document executed by both Parties that incorporates this Agreement by reference and describes the specific services, Deliverables, timeline, milestones, fees, and other terms applicable to an individual Project.

"Third-Party Materials" means software, libraries, fonts, stock imagery, APIs, platforms, or other materials not created by the Agency, which may be incorporated into Deliverables.

2. Scope of Services

2.1 Services

The Agency shall provide digital services to the Client as described in each applicable Statement of Work. Services may include, but are not limited to:

• Web design and development
• Brand identity and visual design
• Digital strategy and consulting
• AI agent development and business process automation
• Website maintenance and technical support
• Managed hosting services
• Content strategy and copywriting assistance

2.2 Service Standards

The Agency shall perform all services:

(a) In a professional and workmanlike manner consistent with industry standards; (b) Using personnel with appropriate qualifications and experience; (c) In material compliance with specifications set out in the applicable SOW; (d) In accordance with all applicable laws and regulations.

2.3 Subcontracting

The Agency reserves the right to engage qualified subcontractors or freelancers to fulfill any portion of the services. The Agency remains fully responsible for the work of any subcontractors and shall ensure that all subcontractors are bound by confidentiality obligations no less restrictive than those in this Agreement.

2.4 Tools & AI Assistance

The Client acknowledges and agrees that the Agency may use AI-powered tools, automation systems, and third-party software in the delivery of services. The Agency's AI use policy, available at [webility.local/ai-policy], governs how AI tools are used and how Client data is handled in connection with those tools.

3. Statements of Work

3.1 Execution

Each Project shall be governed by a separate Statement of Work signed by authorized representatives of both Parties. No SOW shall be binding until signed by both Parties. In the event of a conflict between this Agreement and an SOW, the SOW shall govern with respect to the specific Project it covers.

3.2 Change Orders

Any modification to the scope of services, deliverables, timeline, or fees specified in an SOW must be documented in a written Change Order signed by both Parties. The Agency shall not be obligated to perform out-of-scope work until a Change Order is executed. Any verbal approvals of additional work do not create binding obligations on the Agency.

3.3 Priority of Documents

In the event of any inconsistency or conflict, the order of precedence is:

1. A fully executed Change Order (most recent takes precedence)
2. The applicable Statement of Work
3. This Master Service Agreement

4. Fees, Invoicing & Payment

4.1 Fees

The Client shall pay the Agency the fees set forth in each Statement of Work. All fees are quoted in [CURRENCY — e.g., CAD / USD / EUR] and are exclusive of applicable taxes unless otherwise stated.

4.2 Deposit

Unless otherwise specified in the SOW, a non-refundable deposit of fifty percent (50%) of the total project fee is due and payable upon signing of the applicable SOW, before any work commences. The remaining balance is due according to the milestone payment schedule in the SOW.

4.3 Invoicing

The Agency shall issue invoices in accordance with the payment schedule in the applicable SOW, or, for retainer engagements, on the first business day of each billing cycle. Invoices shall be delivered via email to the Client's billing contact on file.

4.4 Payment Terms

All invoices are due and payable within fifteen (15) calendar days of the invoice date ("Due Date"), unless otherwise specified in the SOW.

4.5 Late Payment

Any amounts not paid by the Due Date shall accrue interest at the rate of 1.5% per month (18% per annum), or the maximum rate permitted by applicable law, whichever is lower, calculated from the Due Date until the date of actual payment. The Agency reserves the right to:

(a) Suspend all work on any active Project until overdue amounts are paid in full; (b) Withhold delivery of final Deliverables, credentials, or transfers until all outstanding balances are settled; (c) Terminate this Agreement or any SOW in accordance with Section 12.

4.6 Disputed Invoices

If the Client disputes any portion of an invoice in good faith, the Client must notify the Agency in writing within seven (7) calendar days of the invoice date, specifying the disputed amount and the basis for the dispute. The Client must pay all undisputed amounts by the Due Date. The Parties shall work in good faith to resolve disputed amounts within fifteen (15) days of the dispute notice.

4.7 Taxes

The Client is responsible for all applicable taxes, including sales tax, VAT, GST/HST, or similar taxes arising from services rendered under this Agreement. If the Agency is required by law to collect and remit such taxes, the applicable tax amounts will be added to invoices.

4.8 Expenses

The Agency shall seek prior written approval from the Client before incurring any reimbursable expense exceeding [CAD/USD $150]. Approved expenses (including stock imagery, fonts, third-party licenses, travel, and advertising spend) shall be invoiced at cost plus an administrative fee of 10%, unless otherwise agreed in the SOW.

5. Intellectual Property

5.1 Agency Pre-Existing IP

The Agency retains all right, title, and interest in and to its Pre-Existing IP, including but not limited to: proprietary frameworks, code libraries, templates, methodologies, tools, processes, and know-how developed prior to or independently of any Project. Nothing in this Agreement transfers ownership of Agency Pre-Existing IP to the Client.

5.2 Third-Party Materials

Deliverables may incorporate Third-Party Materials subject to separate open-source or commercial licenses. The Agency will disclose material Third-Party components. The Client is responsible for complying with applicable third-party license terms. Ownership and license rights in Third-Party Materials are governed exclusively by the applicable third-party license, not this Agreement.

5.3 Client-Provided Materials

The Client retains all right, title, and interest in and to any content, data, logos, trademarks, images, copy, or other materials supplied by the Client to the Agency ("Client Materials"). The Client grants the Agency a limited, non-exclusive, royalty-free license to use Client Materials solely for the purpose of performing the services under this Agreement.

5.4 Transfer of Ownership — Final Deliverables

Subject to receipt of full payment of all amounts owing under the applicable SOW, the Agency hereby assigns to the Client all right, title, and interest in the custom-created elements of the final Deliverables (excluding Agency Pre-Existing IP and Third-Party Materials). This assignment is effective only upon complete payment.

5.5 License of Agency Pre-Existing IP

To the extent any Deliverable incorporates Agency Pre-Existing IP, the Agency grants the Client a perpetual, non-exclusive, non-transferable, royalty-free license to use such Pre-Existing IP solely as embedded within, and as necessary to operate, the final Deliverables, subject to the payment condition in Section 5.4.

5.6 Portfolio Rights

The Agency reserves the right to display the completed work, including screenshots, descriptions, and case study content, in its portfolio, website, social media, and marketing materials, unless the Client provides written notice requesting confidentiality within thirty (30) days of project completion. The Client may not unreasonably withhold such consent. Client's company name and logo may be referenced as a client reference.

5.7 No Implied License

No rights or licenses are granted by either Party except as expressly stated herein.

6. Confidentiality

6.1 Obligations

Each Party ("Receiving Party") agrees to keep confidential all Confidential Information disclosed by the other Party ("Disclosing Party") and to use such Confidential Information solely for the purposes of performing obligations or exercising rights under this Agreement. The Receiving Party shall protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care.

6.2 Permitted Disclosures

The Receiving Party may disclose Confidential Information to its employees, officers, contractors, and advisors ("Representatives") who have a need to know for purposes of this Agreement, provided that such Representatives are bound by confidentiality obligations no less restrictive than those in this Section.

6.3 Exclusions

Confidentiality obligations do not apply to information that:

(a) Is or becomes publicly known through no breach of this Agreement; (b) Was rightfully known to the Receiving Party without restriction before disclosure; (c) Is rightfully obtained from a third party without restriction; (d) Is independently developed by the Receiving Party without use of Confidential Information; (e) Must be disclosed pursuant to law, regulation, or court order, provided the Receiving Party gives the Disclosing Party prompt written notice and cooperates in seeking a protective order.

6.4 Duration

Confidentiality obligations under this Section survive termination or expiration of this Agreement for a period of five (5) years.

7. Client Responsibilities & Cooperation

7.1 Timely Cooperation

The Client acknowledges that the Agency's ability to deliver on time depends on the Client's active cooperation. The Client shall:

(a) Provide timely feedback, approvals, and content as requested by the Agency; (b) Assign a primary point of contact with authority to make decisions on behalf of the Client; (c) Provide accurate and complete information, assets, and credentials required for the Project; (d) Review and respond to Agency submissions within the timeframes specified in the SOW (default: five (5) business days unless otherwise stated).

7.2 Client Delays

If the Client fails to provide required materials, approvals, or feedback within the agreed timeframes, the Agency may:

(a) Adjust the Project timeline accordingly, with the Agency not being in breach of any deadline; (b) Invoice for time spent waiting or re-scoping due to Client delays; (c) Suspend work after ten (10) business days of delay, with notice.

A Project that has been suspended due to Client inaction for more than thirty (30) consecutive days may be deemed abandoned. Re-activation of an abandoned Project requires a new SOW and may be subject to re-scoping fees.

7.3 Accuracy of Information

The Client warrants that all information, materials, and content provided to the Agency are accurate, complete, and do not infringe any third-party rights. The Agency is not responsible for errors or defects in Deliverables resulting from inaccurate or incomplete information provided by the Client.

7.4 Legal Compliance

The Client is solely responsible for ensuring that the end use of any Deliverable complies with all applicable laws and regulations, including but not limited to: privacy laws (GDPR, PIPEDA, CCPA), consumer protection laws, industry regulations, and accessibility standards. The Agency may offer guidance but does not provide legal advice.

8. Representations & Warranties

8.1 Mutual Representations

Each Party represents and warrants to the other that:

(a) It has full legal power, authority, and capacity to enter into this Agreement and to perform its obligations hereunder; (b) This Agreement, when executed, constitutes a legally binding obligation of such Party; (c) Its execution and performance of this Agreement does not violate any applicable law, regulation, court order, or any agreement to which it is a party.

8.2 Agency Representations

The Agency represents and warrants that:

(a) The custom-created portions of Deliverables (excluding Client Materials and Third-Party Materials) will not knowingly infringe any third-party Intellectual Property Rights; (b) The Agency has the right to grant the licenses and assignments set forth in Section 5.

8.3 Client Representations

The Client represents and warrants that:

(a) The Client Materials do not infringe any third-party Intellectual Property Rights; (b) The Client has all necessary rights and permissions to provide Client Materials to the Agency; (c) The Client's intended use of Deliverables complies with all applicable laws.

9. Disclaimer of Warranties

EXCEPT AS EXPRESSLY SET FORTH IN SECTION 8, THE AGENCY PROVIDES ALL SERVICES AND DELIVERABLES ON AN "AS IS" BASIS AND EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO: IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

THE AGENCY DOES NOT WARRANT THAT:

• DELIVERABLES WILL BE ERROR-FREE OR UNINTERRUPTED;
• SPECIFIC BUSINESS OUTCOMES, REVENUE INCREASES, RANKINGS, CONVERSION RATES, OR OTHER PERFORMANCE METRICS WILL BE ACHIEVED;
• THIRD-PARTY PLATFORMS, APIS, OR SERVICES INTEGRATED INTO DELIVERABLES WILL REMAIN AVAILABLE OR FUNCTION AS EXPECTED.

10. Limitation of Liability

10.1 Exclusion of Consequential Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO: LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS, LOSS OF DATA, LOSS OF GOODWILL, OR BUSINESS INTERRUPTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10.2 Cap on Liability

THE AGGREGATE LIABILITY OF THE AGENCY TO THE CLIENT FOR ANY AND ALL CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT OR ANY SOW — WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL THEORY — SHALL NOT EXCEED THE TOTAL FEES ACTUALLY PAID BY THE CLIENT TO THE AGENCY UNDER THE APPLICABLE SOW DURING THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

10.3 Exceptions

Nothing in this Agreement limits either Party's liability for:

(a) Death or personal injury caused by that Party's gross negligence; (b) Fraud or fraudulent misrepresentation; (c) Any other liability that cannot be excluded or limited by applicable law.

10.4 Basis of Bargain

The Parties acknowledge that the limitations of liability in this Section reflect a reasonable allocation of risk and are a fundamental element of the basis of the bargain between the Parties. The Agency would not have entered into this Agreement without these limitations.

11. Indemnification

11.1 Indemnification by Client

The Client shall defend, indemnify, and hold harmless the Agency and its officers, directors, employees, subcontractors, and agents (collectively, "Agency Indemnitees") from and against any and all claims, damages, losses, costs, and expenses (including reasonable legal fees) arising out of or related to:

(a) The Client's breach of any representation, warranty, or obligation under this Agreement; (b) The Client Materials, including any claim that Client Materials infringe a third party's Intellectual Property Rights; (c) The Client's use or deployment of Deliverables in a manner not authorized by this Agreement; (d) The Client's negligence, willful misconduct, or violation of applicable law.

11.2 Indemnification by Agency

The Agency shall defend, indemnify, and hold harmless the Client and its officers, directors, and employees from and against any third-party claims alleging that the custom-created portions of the Deliverables (excluding Client Materials and Third-Party Materials) infringe a third party's Intellectual Property Rights, provided that the Client:

(a) Promptly notifies the Agency in writing of such claim; (b) Grants the Agency sole control over the defense and settlement of such claim; (c) Provides the Agency with reasonable cooperation and assistance.

11.3 Indemnification Procedure

The indemnified Party shall: (a) promptly notify the indemnifying Party of any claim; (b) grant the indemnifying Party sole control of the defense; and (c) provide reasonable cooperation. The indemnifying Party shall not settle any claim in a manner that imposes liability or obligations on the indemnified Party without prior written consent.

12. Term & Termination

12.1 Term

This Agreement commences on the Effective Date and continues until terminated in accordance with this Section. Individual SOWs have their own term as specified therein.

12.2 Termination for Convenience by Client

The Client may terminate any SOW for convenience upon thirty (30) calendar days' written notice to the Agency. Upon such termination:

(a) The Client shall pay all fees for work completed and accepted up to the termination date; (b) The Client shall pay all non-refundable deposits as described in Section 4.2 and the Refund & Cancellation Policy; (c) The Client shall reimburse the Agency for all non-cancellable commitments and expenses incurred prior to the termination notice; (d) The Agency shall deliver all completed work product to the Client.

12.3 Termination for Cause

Either Party may terminate this Agreement or any SOW immediately upon written notice if the other Party:

(a) Materially breaches this Agreement and fails to cure such breach within fifteen (15) calendar days of receiving written notice specifying the breach; (b) Becomes insolvent, makes a general assignment for the benefit of creditors, or files for or is subject to bankruptcy, receivership, or similar proceedings; (c) Engages in conduct that is fraudulent, unlawful, or that brings the other Party into material disrepute.

12.4 Termination by Agency for Non-Payment

The Agency may terminate any SOW upon written notice if the Client fails to pay any undisputed invoice within fifteen (15) days of its Due Date and fails to cure such non-payment within seven (7) days of written notice.

12.5 Effect of Termination

Upon termination or expiration:

(a) All outstanding balances become immediately due and payable; (b) Each Party shall promptly return or destroy the other Party's Confidential Information upon written request; (c) Ownership of work product and IP shall be governed by Section 5 and conditioned on full payment; (d) Sections 4 (outstanding amounts), 5, 6, 9, 10, 11, 16, 17, and 18 survive termination.

13. Independent Contractor

The Agency is an independent contractor. Nothing in this Agreement creates any partnership, joint venture, agency, franchise, employment, or fiduciary relationship between the Parties. The Agency has sole discretion as to the manner and means of performing the services, subject to the requirements of each SOW. The Agency is solely responsible for payment of its own taxes, benefits, and insurance.

14. Non-Solicitation

14.1 Non-Solicitation of Personnel

During the term of this Agreement and for a period of twelve (12) months after its termination or expiration, the Client shall not, directly or indirectly, solicit, recruit, hire, or engage any current or recent (within 12 months) employee, contractor, or subcontractor of the Agency who was involved in providing services under this Agreement, without the Agency's prior written consent.

14.2 Remedies

The Parties acknowledge that a breach of this Section would cause irreparable harm and that monetary damages would be an insufficient remedy. The Agency shall be entitled to seek equitable relief, including injunctive relief, without the requirement of posting bond, in addition to all other available remedies.

15. Force Majeure

Neither Party shall be in breach of this Agreement or liable for any failure or delay in performing its obligations to the extent that such failure or delay is caused by a Force Majeure Event. A "Force Majeure Event" means any cause beyond a Party's reasonable control, including but not limited to: acts of God, natural disasters, pandemic, epidemic, war, terrorism, civil unrest, government action, power failures, internet or telecommunications outages not caused by the affected Party, or third-party platform outages.

The affected Party shall give prompt written notice to the other Party, describing the Force Majeure Event and its expected duration. If a Force Majeure Event continues for more than thirty (30) consecutive days, either Party may terminate the affected SOW upon written notice, and the Client shall pay for all services rendered up to the date of termination.

16. Dispute Resolution

16.1 Good Faith Negotiation

In the event of any dispute, controversy, or claim arising out of or relating to this Agreement (a "Dispute"), the Parties shall first attempt to resolve the Dispute through good faith negotiation between senior representatives of each Party. Either Party may initiate this process by providing written notice to the other Party ("Dispute Notice"). The Parties shall meet (in person or virtually) within fifteen (15) business days of the Dispute Notice.

16.2 Mediation

If the Dispute is not resolved through negotiation within thirty (30) days of the Dispute Notice, either Party may require the Dispute to be submitted to non-binding mediation administered by a mutually agreed mediator. Costs of mediation shall be shared equally.

16.3 Arbitration / Litigation

If mediation fails or is declined, the Dispute may be submitted to binding arbitration or litigation in accordance with Section 17.

16.4 Injunctive Relief

Notwithstanding the foregoing, either Party may seek emergency injunctive or equitable relief from a court of competent jurisdiction where necessary to prevent irreparable harm, without first going through the dispute resolution process above.

17. Governing Law & Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of [Province/State, Country — e.g., the Province of Quebec, Canada], without regard to its conflict of law principles.

Any Dispute not resolved through the process in Section 16 shall be subject to the exclusive jurisdiction of the courts located in [City, Province/State, Country], and each Party hereby irrevocably submits to the personal jurisdiction of such courts.

18. General Provisions

18.1 Entire Agreement

This Agreement, together with all SOWs and exhibits, constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior and contemporaneous negotiations, proposals, representations, agreements, and understandings, whether written or oral.

18.2 Amendments

This Agreement may not be modified or amended except by a written instrument signed by authorized representatives of both Parties. Emails do not constitute a written amendment unless explicitly stated.

18.3 Waiver

No failure or delay by either Party in exercising any right under this Agreement shall constitute a waiver of such right. No single or partial exercise of any right precludes any other or further exercise of such right.

18.4 Severability

If any provision of this Agreement is held to be invalid, illegal, or unenforceable, such provision shall be modified to the minimum extent necessary to make it valid and enforceable, or if that is not possible, severed from this Agreement, and the remaining provisions shall continue in full force and effect.

18.5 Assignment

The Client may not assign, transfer, or delegate any of its rights or obligations under this Agreement without the prior written consent of the Agency. The Agency may assign this Agreement or any of its rights to an affiliate or in connection with a merger, acquisition, or sale of all or substantially all of its assets. Any assignment in violation of this Section is void.

18.6 Notices

All notices under this Agreement shall be in writing and delivered by:

(a) Email to the addresses specified in the Parties section above (effective upon confirmation of receipt or the next business day), or (b) Registered mail or overnight courier to the addresses specified above (effective upon delivery).

18.7 Counterparts & Electronic Signatures

This Agreement may be executed in counterparts, each of which shall be deemed an original. Electronic signatures (including DocuSign, PandaDoc, and similar platforms) are deemed valid and binding. PDF versions of signed documents shall be deemed originals.

18.8 Headings

Section headings are for convenience only and shall not affect the interpretation of this Agreement.

18.9 Language

The Parties confirm that they have requested and are satisfied that this Agreement be drafted in English. Les parties confirment qu'elles ont demandé et accepté que cette convention soit rédigée en anglais.

Signature Block

By signing below, the Parties acknowledge that they have read, understood, and agree to be bound by all terms and conditions of this Master Service Agreement.

Webility LLC (Agency)

Signature: ___________________________

Name: ___________________________

Title: ___________________________

Date: ___________________________

[CLIENT LEGAL NAME] (Client)

Signature: ___________________________

Name: ___________________________

Title: ___________________________

Date: ___________________________

This document should be reviewed by a qualified legal professional before use with clients. Webility WBL-MSA-v1.0