Master Service Agreement
Parties Involved:

Service Provider: LegalTech Solutions Inc., a corporation organized and existing under the laws of the state of California, having its principal office at 183 Technology Avenue, San Francisco, CA 94105.
Client: Veritas Pharmaceuticals Ltd., a company incorporated under the laws of Delaware, with its principal office located at 791 Healthcare Drive, New York, NY 10001.

Effective Date: January 15, 2024

1. Scope of Services
1.1. Service Definition: LegalTech Solutions Inc. agrees to provide contract lifecycle management (CLM) services, including but not limited to version control, contract tracking, audit logs, and archival of contract documents in a secure cloud-based environment.
1.2. Additional Services: Any consulting services, including legal review of contract language or compliance checks, shall be considered additional and will incur a separate fee as outlined in the fee schedule.

2. Responsibilities of the Parties
2.1. Service Provider’s Obligations: LegalTech Solutions Inc. will provide access to its contract management platform and ensure all contract-related data is regularly updated and available for review by the client at any time.
2.2. Client’s Obligations: Veritas Pharmaceuticals Ltd. will provide all necessary information, documentation, and access to internal systems required by LegalTech to fulfill its contractual obligations, ensuring timely collaboration with the service provider.

3. Term of Agreement
3.1. Initial Term: This agreement shall commence on the Effective Date and remain in effect for an initial term of 24 months, unless terminated earlier in accordance with the termination provisions herein.
3.2. Renewal Terms: Upon completion of the initial term, this agreement may be renewed for successive 12-month terms, provided both parties agree in writing at least 60 days before the expiry of the then-current term.

4. Fees and Payment Terms
4.1. Service Fees: Veritas Pharmaceuticals Ltd. agrees to pay LegalTech Solutions Inc. a monthly fee of $20,000 for the services provided. Additional consulting services will be charged at $250/hour unless a separate fee arrangement is made in writing.
4.2. Payment Schedule: All invoices are due net 30 days from the date of receipt. Failure to pay within the agreed timeframe will result in a 1.5% monthly interest on the outstanding balance.

5. Confidentiality and Data Security
5.1. Confidentiality Obligations: Each party agrees to maintain the confidentiality of proprietary or sensitive information provided by the other party in connection with this Agreement. This includes but is not limited to trade secrets, business strategies, pricing, and technical data.
5.2. Data Security: LegalTech Solutions Inc. will implement industry-standard encryption, access controls, and monitoring mechanisms to ensure the security of all client data stored in its systems.

6. Intellectual Property Rights
6.1. Ownership of Deliverables: All intellectual property created, developed, or modified by LegalTech Solutions Inc. in the course of delivering services shall remain the sole property of LegalTech, including any templates, processes, and documentation.
6.2. Client Data: Any data provided by Veritas Pharmaceuticals Ltd. for the purpose of contract management shall remain the property of the client and will be returned or deleted upon termination of the Agreement.

7. Contract Revisions and Amendments
7.1. Revisions Process: Any revisions to this Agreement must be documented in writing and signed by authorized representatives of both parties. Such amendments will be considered part of the Agreement upon execution.
7.2. Notification of Changes: Both parties agree to notify the other in writing within 15 days of any material changes that may impact the services provided or the terms of this Agreement.

8. Audit and Compliance
8.1. Audit Rights: Veritas Pharmaceuticals Ltd. reserves the right to conduct periodic audits of LegalTech Solutions Inc.’s systems and processes to ensure compliance with the terms of this Agreement and applicable legal or regulatory standards.
8.2. Regulatory Compliance: LegalTech Solutions Inc. agrees to comply with all applicable state, federal, and international laws, including the General Data Protection Regulation (GDPR), and industry standards relevant to the services provided.

9. Termination and Exit Strategy
9.1. Termination for Convenience: Either party may terminate this Agreement with 90 days' written notice. Termination for convenience will not relieve the client from paying any fees owed for services rendered up to the date of termination.
9.2. Termination for Cause: Either party may terminate this Agreement immediately upon material breach by the other party. Material breach includes but is not limited to non-payment, failure to perform agreed services, or breach of confidentiality obligations.

10. Indemnification
10.1. Service Provider Indemnity: LegalTech Solutions Inc. agrees to indemnify, defend, and hold harmless Veritas Pharmaceuticals Ltd. from any claims, damages, or liabilities arising out of LegalTech’s negligence, willful misconduct, or failure to comply with the terms of this Agreement.
10.2. Client Indemnity: Veritas Pharmaceuticals Ltd. agrees to indemnify and hold harmless LegalTech Solutions Inc. against any claims arising from the client’s use of the services in violation of applicable laws or regulations.

11. Limitation of Liability
11.1. Direct Damages: LegalTech Solutions Inc.'s liability for any claim arising out of or in connection with this Agreement shall be limited to the total amount paid by the client to LegalTech in the 12 months preceding the incident giving rise to the claim.
11.2. Consequential Damages: Neither party shall be liable to the other for any indirect, incidental, or consequential damages, including but not limited to loss of profits, data, or business opportunities, arising from the performance or failure to perform under this Agreement.

12. Force Majeure
12.1. Definition: Neither party shall be liable for any delay or failure to perform its obligations under this Agreement if such delay or failure is caused by circumstances beyond its reasonable control, including but not limited to natural disasters, acts of terrorism, labor strikes, or government actions.
12.2. Notification: The affected party must notify the other party in writing as soon as practicable upon the occurrence of any force majeure event, and shall use commercially reasonable efforts to resume performance as soon as possible.

13. Dispute Resolution
13.1. Mediation: In the event of any dispute arising under this Agreement, the parties agree to first attempt to resolve the matter through good-faith negotiations or mediation before seeking legal remedies.
13.2. Arbitration: If the dispute cannot be resolved through mediation, the parties agree to submit the matter to binding arbitration in San Francisco, CA, in accordance with the rules of the American Arbitration Association (AAA).

14. Insurance
14.1. Coverage: LegalTech Solutions Inc. shall maintain, at its own expense, general liability insurance, errors and omissions (E&O) insurance, and cyber liability insurance with coverage amounts not less than $5 million per occurrence.
14.2. Certificate of Insurance: Upon request, LegalTech Solutions Inc. shall provide Veritas Pharmaceuticals Ltd. with a certificate of insurance verifying compliance with this section.

15. Governing Law and Jurisdiction
15.1. Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the state of California, without giving effect to its conflict of law provisions.
15.2. Jurisdiction: The parties agree that any legal action arising out of this Agreement shall be brought exclusively in the federal or state courts located in San Francisco, California.

Signatories:

James Lawson, CEO, LegalTech Solutions Inc.  
Dr. Olivia Sanders, CFO, Veritas Pharmaceuticals Ltd.

Executed on: January 10, 2024