MASTER SERVICE AGREEMENT
This Master Service Agreement (“Agreement”) is by and between Octed LLC DBA Programmers.AI and affiliates (“PAI”) a Delaware limited liability company, located at 8951 Cypress Waters Blvd., Suite 160, Dallas, Texas 75019, and the entity referenced as “Company” in the SOW (“Company”), also referenced as “Party” or together as “Parties.”
1 AGREEMENT. This Agreement contains the terms and conditions regarding the services and/or products (“Services”) to which PAI is to provide to Company. Any exhibits, addendums and attachments (“Exhibit(s)”); statements of work, work orders, pricing documents, change orders (“SOW(s)”) and amendments between the Parties will be deemed incorporated into this Agreement if mutually executed between the Parties. If there is a conflict of terms amongst any Exhibit, SOW and/or amendment, the following precedent shall apply: (1) SOWs (2) Exhibits (3) any Agreement amendment (4) the Agreement.
2 FEES and SERVICES. The Services and pricing will be determined on the applicable SOW. PAI has the sole right to control and direct the means, details, manner, and method by which the Services required by this Agreement will be performed, unless otherwise agreed to between the Parties on the applicable SOW. PAI may perform the Services at any place or location, and at such times as PAI shall determine, unless otherwise agreed to between the parties on the applicable SOW. PAI shall notify and fully disclose to Company in writing as soon as PAI becomes aware of any event or occurrence that may materially affect their ability to provide Services and Parties agree to work in good faith to revise any SOW that may be effected.
3 WARRANTIES. PAI warrants that the Services will be performed in accordance with applicable laws, rules, and/or regulations (“Applicable Law”), and PAI has obtained all permits or permissions required to comply with Applicable Law. PAI also warrants that PAI possesses the skills, abilities, experience and qualifications necessary to complete the Services in accordance with the applicable SOW in a professional and workmanlike manner.
PAI MAKES NO REPRESENTATION OR WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO ANY IMPLIED WARRANTY OF MERCHANTABILITY, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE.
4 TERM AND TERMINATION. This Agreement shall take into effect on the Effective Date and will continue until either Party terminates by giving to the other party written notice at least ninety (90) days prior to the effective cancellation date. If either Party believes the other is in material breach of this Agreement, then the non-breaching Party must deliver written notice to the breaching Party. The breaching party has thirty (30) days to cure the breach. Failure to cure within this timeframe shall give the non-breaching Party the right to immediately terminate.
5 PAYMENT TERMS. Unless otherwise specified in the applicable SOW, PAI will invoice Company on a monthly-basis and Company shall pay upon receipt. Any late payments shall accrue a two (2) percent interest charge per-month, or whatever lesser amount may be allowable by applicable law. Company may dispute any invoice within ten (10) days of the invoice date (“Dispute”). If Company does not notify PAI of a Dispute, then the invoice is deemed accepted and Company must remit payment. If a Dispute arises, Company must pay only the undisputed portion of the invoice as Parties work in good faith to correct the Dispute within thirty (30) days.
If this Agreement (including any SOW) is terminated before the completion of a project or in a situation in which Services are partially performed, PAI is entitled to payment for Services rendered until the date of termination. In addition to payment for Services rendered, PAI shall be compensated for reasonable pre-approved expenses incurred in connection with providing Services.
Each Party is responsible for their own tax obligation(s) in connection with the Services. PAI is solely responsible for providing benefits and withholding taxes on behalf of its employees and/or contractors, if required by law.
6 LIMITATION OF LIABILITY. TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL PAI (OR ANY AGENT, CONTRACTOR, PARTNER, STAKEHOLDER OR AFFILIATE) BE LIABLE TO COMPANY FOR ANY EXPENSE, INJURY, LOST PROFIT, LOSS OF DATA, DOWNTIME, LOST SAVINGS OR INCIDENTAL, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THIS AGREEMENT EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHERMORE, IN NO EVENT SHALL PAI’S TOTAL DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT EXCEED TOTAL FEES PAID BY COMPANY TO PAI IN THE PRIOR TWELVE (12) MONTHS FOR THE APPLICABLE SOW GIVING RISE TO THE CLAIM.
FURTHERMORE, PAI ADVISES AGAINST PROVIDING SERVICES ON A PRODUCTION (ie “LIVE”) ENVIRONMENT AND IS NOT RESPONSIBLE FOR THE LOSS, REMOVAL, DELETION OR MODIFICATION OF ANY DATA IN SUCH CIRCUMSTANCE.
7 INTELLECTUAL PROPERTY OWNERSHIP. The Parties agree that Company and, if applicable, any of its licensors, shall own and will retain all right, title and interest in any intellectual property (1) that is “background intellectual property” of Company to which Company (or its licensors) owned prior to and outside of the Services (“Company IP”) and (2) that is developed by PAI for Company during the course of PAI performance of the Services that are specific to Company’s unique business needs in furtherance of the Services in question, which shall be considered “works-for-hire” (“Work Product”). The Parties agree that, except otherwise indicated on the applicable SOW, PAI and, if applicable, any of its licensors shall retain all rights, title and interest in and to (a) any “background intellectual property” of PAI including products, materials, trade secrets, internal practices, work product, data, files, programs, software, web design etc. produced by PAI that is created outside of the scope of this Agreement and/or (b) any intellectual property that is used generally in the software and digital industries (and all enhancements, modifications and derivatives thereof) not specific to Company’s unique business needs (“PAI Materials”). Effective upon payment in full under the SOW in question, and subject to the other terms and conditions of this Agreement, PAI grants to Company a perpetual, non-exclusive, non-transferable, non-sub licensable, royalty-free license to use PAI Materials as necessary in furtherance of the Services.
A. Third Party Licenses. Company acknowledges that Services and Work Product may include third party licensed materials, to which PAI shall assign to Company whenever possible. Company is responsible for any and all third-party licenses incorporated into the Work Product and/or Services, including but not limited to payment as well as any and all intellectual property infringement claims. Any fees associated with third-party licenses shall be paid for by Company and Company understands that not paying for third-party licenses may result in the termination of the license, which may impact the Work Product and/or Services. PAI shall notify Company of any payment requirement for third party licensed material if/when notified of such requirement and Company is solely responsible for payment of any third-party licenses. PAI is not responsible for any lapse in Services due to Company’s failure to pay license fees. Additionally, under no circumstances is PAI responsible for any intellectual property infringement in connection with any third-party licenses, as it is Company’s sole responsibility to vet all third-party licenses.
8 CONFIDENTIALITY. Each Party acknowledges that during the performance of this Agreement, either Party may be required to disclose to the other certain confidential information, including but not limited to: the terms and conditions of this Agreement, each Party’s trade secrets, customer lists and data, financial information, marketing and product plans and information, business information and data, pricing terms, and other information which is not commonly known by or available to the public and the disclosing Party regards as proprietary or confidential (collectively, the “Information”). The receiving Party agrees to keep confidential and not disclose to any third party, without the disclosing Party’s written consent, any Information in its possession. The receiving Party further understands and agrees that misuse and/or disclosure of such Information could adversely affect the disclosing Party’s business. Accordingly, the receiving Party agrees that, during the term of this Agreement and thereafter, it shall use and reproduce such Information only for purposes of this Agreement and only to the extent necessary for such purpose and shall restrict disclosure of such Information to its employees and agents with a need to know and shall not disclose such Information to any other party or use the Information other than as authorized herein without prior written approval. The terms of this section shall apply for the duration of the term of this Agreement and after termination thereof: (a) in the case of trade secrets, for as long as such Information remains a trade secret under applicable law; or (b) in the case of other Information, for a term of five (5) years. If a receiving Party receives a subpoena or other validly issued administrative or judicial process demanding Information, the receiving Party must promptly notify the disclosing Party. Each Party shall return to the other promptly following termination or expiration of this Agreement any materials containing Information, including summaries or extracts thereof, regardless of form, or shall certify in writing within fourteen (14) days of termination or expiration that all such materials, summaries or extracts, in all forms, have been destroyed. The Parties recognize that serious injury could result to a Party and its business if a receiving Party breaches its obligations under this Section. Therefore, each Party agrees that the disclosing party will be entitled to seek a restraining order, or injunction or other equitable relief if the receiving Party breaches its obligations under this Agreement.
9 ACCEPTANCE. Company understands that it is Company’s sole responsibility to notify PAI of any concern or issue with the Services. If Company does not notify PAI of any concern or issue with the Services within thirty (30) days of receipt of said Services, then the Services shall be deemed accepted.
10 NOTICES. The Parties shall give all notices and communications in writing by (i) personal delivery (ii) first-class, registered or certified mail, postage prepaid to the mailing address specified in the recitals of this Agreement, or (iii) electronic mail to the corporate email address indicated for the corresponding signatory below. Notice given under this Agreement shall be effective upon receipt.
11 NON-SOLICITATION.
A. Parties agree that, unless through the submittal of an application through ordinary course of business or through the use of an independent employment agency so long as the agency was not directed to solicit a particular individual, Company will not, for the duration of this Agreement and for a period of twelve (12) months from the termination of this Agreement, solicit or attempt to solicit from the PAI any employee or contractor that was involved in the performance of this Agreement. Company acknowledges the restrictions contained in this clause are reasonable and necessary to protect the business of PAI and that choosing to solicit or attempt to solicit may result in legal and/or equitable remedy.
B. Additionally, Company agrees that, for the duration of this Agreement and for a period of two (2) years post termination, Company will not directly and/or indirectly solicit, employ and/or contract in any way with any individual candidate and/or resource PAI presents to Company to engage for Services in any way (“Candidate”) once PAI presents the Candidate to Company for review and/or at the commencement of Services (“Presentation”). Should Company have a pre-existing relationship with Candidate prior to PAI presentation to Company, Company must notify PAI within five (5) days of PAI’s presentation of the Candidate and in such case this provision shall not apply, provided however that Company’s failure to notify PAI within the timeframe above shall deem this provision effective. For the avoidance of doubt, the “Presentation” shall include the transmittance in any way of the Candidate’s resume and/or experience, title, summary of expertise and/or their commencement of Services to Company or Company’s agent(s) and/or affiliates.
12 MISCELLANEOUS
Force Majeure. Neither Party shall be liable for any loss, damage, delay or failure to perform in whole or in part resulting from causes beyond such party’s reasonable control, including, but not limited to, fires, strikes, insurrections, riots, embargoes electronic viruses, worms or corrupting microcode existing in Company’s network not caused by PAI, shortage of supply or delay by vendors, a widespread or catastrophic failure of the Internet, or requirements of any governmental authority. No Party is entitled to terminate this Agreement under Section 4 (Term and Termination) in such circumstances unless such Force Majeure event lasts longer than thirty (30) days, in which case, the Party not claiming Force Majeure may terminate this Agreement by providing written notice to the other Party and neither Party may be deemed in breach of this Agreement in such instance.
Survival. The Parties obligations that by their nature are reasonably intended to survive, shall survive the termination and/or expiration of this Agreement.
Offshoring. Company authorizes PAI to subcontract Services outside of the United States.
Arbitration. The Parties agree to make a good faith effort to settle any claim and/or dispute (“Claim”) arising under or relating to this Agreement through negotiation. If no settlement is reached within ninety (90) days of notification of the Claim, the Parties agree to binding arbitration online or at a mutually agreeable location.
Governing Law. This Agreement shall be governed by the laws of the state of Delaware, without reference to its choice of law rules.
Entire Agreement. This Agreement and any Exhibits, SOWs and/or amendments constitute the entire agreement between the Parties. All prior agreements, discussions, arrangements, warranties and covenants are merged herein. There are no warranties, representations, covenants or agreements- expressed or implied- between the Parties except those expressly set forth in this Agreement. Any amendment to this Agreement shall be made in writing and executed by both Parties.
Severability. If any provision of this Agreement is determined to be invalid or unenforceable, the provision shall be deemed to be severable from the remainder of this Agreement and shall not affect the enforceability of the remainder of this Agreement.
Multiple Copies or Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. The use of a facsimile, e-mail, or other electronic medium shall have the same force and effect as an original signature.
Relationship of Parties. Parties understand and agree that the relationship described in this Agreement is limited to that of PAI being an independent contractor of Company and not an employee, agent, joint-venture or partner of Company for any reason. Upon engagement in this Agreement, Parties agrees that they shall not do anything to create a false impression that they are partnered with, endorsed by or acting on behalf of the other Party.
PAI may revise this Agreement when necessary (1) to reflect updates to the Services, and/or (2) to address legal, regulatory, or security requirements. PAI will notify Company in advance of any significant changes, except when introducing a new Service or feature or when urgent action is required.
Octed LLC DBA Programmers.io/ai © September 2026. All Rights Reserved.