MASTER SERVICES AGREEMENT

Effective Date: January 15, 2025

This Master Services Agreement ("Agreement") is entered into between:

1. PARTIES

Client

BrightWave Analytics, Inc.
A Delaware Corporation
Address: 2450 Sandstone Drive, Suite 320, Denver, CO 80202
Phone: +1 (303) 555-8742
Email: legal@brightwaveanalytics.com
Authorized Representative: Emily R. Thompson, VP of Operations

Service Provider

Northcrest Digital Solutions LLC
A California Limited Liability Company
Address: 9801 El Camino Real, Suite 640, San Diego, CA 92130
Phone: +1 (619) 555-9021
Email: contracts@northcrestdigital.com
Authorized Representative: Jonathan M. Hale, Managing Director

2. PURPOSE

This Agreement establishes general terms under which Service Provider will provide data engineering, software development, cloud integration, and managed support services ("Services") to the Client as detailed in future Statements of Work (“SOWs”).

3. DEFINITIONS

"Deliverables": All work product created under an SOW.
"Confidential Information": Proprietary information, trade secrets, business data, pricing, or customer data.
"Project Materials": Technical documents, reports, blueprints, prototypes, and code artifacts.
"SOW": A written, mutually executed Statement of Work.

4. SCOPE OF SERVICES

Service Provider will perform Services including:

Custom software development
Data migration and integration
Infrastructure setup and optimization
Quality assurance and testing
Ongoing maintenance and technical support
Documentation and training

Each SOW will outline service descriptions, timelines, fees, and acceptance criteria.

5. TERM & TERMINATION

Term: This Agreement remains effective for three (3) years from the Effective Date.
Termination for Convenience: Either party may terminate with thirty (30) days’ written notice.
Termination for Cause: Immediate termination permitted for material breach not cured within fifteen (15) days of notice.

6. FEES & PAYMENT TERMS

Fees will be specified in applicable SOWs.
Invoices are due Net 30.
Late payments accrue interest at 1.5% per month.
Expenses (travel, lodging, third-party tools) require prior written approval.

Billing Contact:
Client: Jordan Matthews
Email: billing@brightwaveanalytics.com
Phone: +1 (303) 555-8810

7. CONFIDENTIALITY

All Confidential Information must be protected using industry-standard safeguards.
Obligations survive for five (5) years after termination.
Exceptions include public domain, independently developed information, or required legal disclosure.

8. DATA SECURITY & PRIVACY

Service Provider will:

Maintain SOC 2–aligned controls.
Implement encryption for data in transit and at rest.
Report security incidents within 24 hours to Client’s Security Office.

Client Security Contact:
Alan Pierce, Director of Security
Email: security@brightwaveanalytics.com
Phone: +1 (303) 555-8894

9. INTELLECTUAL PROPERTY

All Deliverables created specifically for Client → Client-owned IP.
Pre-existing materials or frameworks of Service Provider → Service Provider IP, licensed to Client on a non-exclusive, perpetual basis.

10. WARRANTIES

Service Provider warrants that:

Services will be performed professionally, in accordance with industry standards.
Deliverables will substantially conform to the SOW for a warranty period of 90 days.
No Deliverable will infringe third-party rights.

11. LIMITATION OF LIABILITY

Neither party is liable for indirect, incidental, punitive, or consequential damages.
Aggregate liability capped at the total fees paid under the applicable SOW in the preceding twelve (12) months.

12. INDEMNIFICATION

Each party agrees to indemnify, defend, and hold the other harmless from claims arising out of:

Gross negligence
Willful misconduct
IP infringement
Breach of confidentiality or data security obligations

13. INSURANCE

Service Provider shall maintain:

Commercial General Liability: $1,000,000 per incident
Professional Liability (E&O): $2,000,000 aggregate
Cybersecurity Liability: $1,000,000 per incident

Certificates will be provided upon request.

14. GOVERNING LAW

This Agreement is governed by the laws of the State of Colorado, without regard to conflict-of-law provisions.

15. DISPUTE RESOLUTION

Parties will first attempt resolution through negotiation.
If unresolved, disputes proceed to binding arbitration in Denver, Colorado, per AAA rules.

16. NOTICES

All notices must be in writing and sent via certified mail or recognized courier services to:

Client (BrightWave Analytics, Inc.)

Attn: Legal Department
2450 Sandstone Drive, Suite 320
Denver, CO 80202
Email: legal@brightwaveanalytics.com

Service Provider (Northcrest Digital Solutions LLC)

Attn: Contracts Department
9801 El Camino Real, Suite 640
San Diego, CA 92130
Email: contracts@northcrestdigital.com

17. ENTIRE AGREEMENT

This Agreement, together with all SOWs, represents the full understanding of the parties and supersedes prior discussions.

18. SIGNATURES

IN WITNESS WHEREOF, the parties have executed this Agreement on the dates below.

For BrightWave Analytics, Inc.

Name: Emily R. Thompson
Title: VP of Operations
Signature: ____
Date: _____

For Northcrest Digital Solutions LLC

Name: Jonathan M. Hale
Title: Managing Director
Signature: ____
Date: _____

Agreement Approval Intelligence Report

Timestamp: 2025-12-02T15:55:00+05:30

1. Agreement Summary

Agreement Type: Master Services Agreement (MSA)
Parties Involved:
- Client: BrightWave Analytics, Inc.
  - Delaware Corporation
  - Address: 2450 Sandstone Drive, Suite 320, Denver, CO 80202
  - Phone: +1 (303) 555-8742
  - Email: legal@brightwaveanalytics.com
  - Authorized Representative: Emily R. Thompson, VP of Operations
- Service Provider: Northcrest Digital Solutions LLC
  - California Limited Liability Company
  - Address: 9801 El Camino Real, Suite 640, San Diego, CA 92130
  - Phone: +1 (619) 555-9021
  - Email: contracts@northcrestdigital.com
  - Authorized Representative: Jonathan M. Hale, Managing Director
Effective Date: January 15, 2025
Term: 3 years from Effective Date
Governing Law: State of Colorado, USA

2. Key Contract Data Extracted

Section	Extracted Information
Parties	BrightWave Analytics, Inc. & Northcrest Digital Solutions LLC
Purpose	Provision of data engineering, software development, cloud integration, and managed support services
Scope of Services	Custom software development, data migration and integration, infrastructure setup and optimization, QA/testing, ongoing maintenance, documentation, and training
Fees & Payment Terms	Specified in applicable SOWs; Net 30; late payments accrue 1.5% per month; prior approval required for expenses
Confidentiality	Standard NDA clauses; 5-year post-termination confidentiality; exceptions noted
Data Security & Privacy	SOC 2-aligned controls; AES encryption; incident reporting within 24 hours
Intellectual Property	Client-owned IP for Deliverables; pre-existing Service Provider IP licensed to Client
Warranties	Professional service standards; 90-day Deliverable warranty; no third-party infringement
Liability	No indirect or consequential damages; capped at total SOW fees in preceding 12 months
Indemnification	Covers gross negligence, willful misconduct, IP infringement, confidentiality breaches
Insurance	CGL: $1,000,000 per incident; E&O: $2,000,000 aggregate; Cyber: $1,000,000 per incident
Termination	For convenience: 30-day notice; for cause: immediate with 15-day cure period
Dispute Resolution	Negotiation first; then binding arbitration in Denver, CO per AAA rules
Notices	Written notice via certified mail or recognized courier to Legal/Contracts departments
Signatures	Emily R. Thompson (Client) & Jonathan M. Hale (Service Provider)

3. Compliance Validation

Regulatory References Checked:
- US Federal Trade Commission (FTC) guidelines
- Data privacy and cybersecurity standards (SOC 2, HIPAA where applicable)
- Contractual risk and liability compliance aligned with corporate policies
Internal Policy Checks:
- Approval hierarchy verified (VP Operations + Managing Director sign-off)
- Payment terms and liability caps within allowed thresholds
- Insurance coverage aligns with company risk policy
Validation Results: ✅ All mandatory clauses present and compliant
Flags / Recommendations:
- Optional: Include explicit software export control clause
- Suggested: Clarify incident escalation process for data breaches in detail

4. Metadata & Document Tracking

Document Version: 1.0 (Initial Draft)
Uploaded Files:
- BrightWave_Northcrest_MSA_Draft_v1.0.pdf
- Exhibits (SOW Templates, Pricing, Deliverable Schedule)
Submitter: Emily R. Thompson, VP of Operations, BrightWave Analytics
Submission Date: 2025-12-02
Audit Trail Generated:
- All extracted fields logged
- Compliance checks documented with references
- Time-stamped actions for all reviewers

5. Next Steps & Actionable Recommendations

Review suggested addition of export control clause.
Confirm electronic signature authorization for both parties.
Verify SOW alignment with project deliverables and timelines.
Approve for final execution and archival in the contract repository.

6. Single Source of Truth

All agreement data consolidated into the BrightWave Contract Repository, ensuring:
- No duplicate uploads
- Version control maintained
- Audit-ready status for regulatory review

Agreement Approval Intelligence Agent

Input Data Set