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Master Services Agreement

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Master Services Agreement

Master Services Agreement

Between Harborline Logistics, Inc. (“Client”), Northwind Studio LLC (“Provider”) · Effective September 8, 2026

1. Services and Statements of Work

Provider shall perform the design and software development services described in one or more Statements of Work executed by both parties (each, an “SOW”). In the event of a conflict between this Agreement and an SOW, this Agreement shall control unless the SOW expressly states otherwise.

2. Fees and Payment

Client shall pay the fees set forth in each SOW within thirty (30) days of receipt of a properly submitted invoice. Undisputed amounts not paid when due shall accrue interest at one percent (1%) per month.

3. Intellectual Property

Provider hereby assigns to Client all right, title and interest in and to all deliverables, work product, and any pre-existing materials, tools, libraries, or know-how of Provider incorporated therein (“Background IP”), effective upon creation and regardless of whether Client has paid the applicable fees.

4. Indemnification

Each party shall indemnify, defend, and hold harmless the other party from and against any third-party claims arising out of its gross negligence or willful misconduct. Provider shall additionally indemnify Client against any claim that the deliverables infringe any intellectual property right of a third party.

5. Limitation of Liability

Client’s aggregate liability under this Agreement shall not exceed the fees paid in the three (3) months preceding the claim. Provider’s liability under this Agreement shall not be limited.

6. Termination

Client may terminate this Agreement or any SOW for convenience upon ten (10) days’ written notice. Upon termination, Client shall pay for Services performed through the effective date of termination.

7. Non-Solicitation

During the Term and for twelve (12) months thereafter, neither party shall solicit for employment any employee of the other party who was materially involved in the Services, provided that general advertisements shall not constitute solicitation.

8. Governing Law

This Agreement shall be governed by the laws of the State of Delaware, without regard to its conflict-of-laws provisions.

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Contract health

58/100 · High Risk

2 red flags · 2 need attention · 4 favorable

Royalties
N/A (fixed fees per SOW)
Exclusivity term
None
Governing jurisdiction
Delaware, USA

Reviewed from the perspective of Northwind Studio LLC (Provider).

  1. FavorableGeneral

    1. Services and Statements of Work

    Each project gets its own signed Statement of Work. If the two conflict, this agreement wins unless the SOW says otherwise.

    Standard MSA/SOW structure that lets you price each project separately.

  2. FavorableGeneral

    2. Fees and Payment

    Invoices are due within 30 days. Late payments on undisputed amounts earn 1% interest per month.

    Net 30 with a late-payment interest charge is favorable for a provider.

  3. Red flagIntellectual property

    3. Intellectual Property

    Harborline owns everything you build for them the moment you create it — even before they pay — including any of your own existing code, tools or templates you used.

    Assigning Background IP would stop you reusing your own toolkit on other clients. Carve out pre-existing materials (license them instead) and make the assignment effective only on full payment.

  4. AttentionLiability

    4. Indemnification

    Each side covers the other for third-party claims caused by its own serious misconduct. You also cover Harborline if someone claims your work infringes their IP.

    The mutual part is fair. The IP indemnity should exclude materials Harborline supplies and changes they make, and should fall under the liability cap.

  5. Red flagLiability

    5. Limitation of Liability

    Harborline can owe you at most three months of fees. Your liability to Harborline has no limit at all.

    Unlimited liability for a small studio is the largest risk in this document. Ask for a mutual cap (commonly 12 months of fees) and a mutual exclusion of indirect damages.

  6. AttentionTermination

    6. Termination

    Harborline can cancel any project for any reason with 10 days’ notice, paying only for work done up to that point.

    Ten days is short and only the Client gets this right. Ask for 30 days, a matching right for Provider, and payment for non-cancellable costs.

  7. FavorableGeneral

    7. Non-Solicitation

    Neither side may poach the other’s staff who worked on the project, during the deal and for a year after. Public job ads are fine.

    Mutual and limited to staff who worked on the engagement; standard.

  8. FavorableGeneral

    8. Governing Law

    Delaware law applies.

    Neutral, widely used commercial jurisdiction.

Summaries are sample analysis to help you read the document. They are not legal advice.

Master Services Agreement · Signet