Master Services Agreement

Eyadera LLC · Version 1.2 · 21 October 2026 · published at /legal/msa

Per-client fields (the only blanks in this template): Client legal name, state and entity type, address, signatory name and title, notice email, signature dates. A Client that signs a Diagnostic Order Form without signing this MSA separately is bound by this MSA as published at the URL above on the Order date. There is no online or checkbox acceptance.

This Master Services Agreement (the "MSA") is made on the date of the last signature below or, if Client signs only a Diagnostic Order Form, the date that Order Form is signed by both parties (the "Effective Date") between Eyadera LLC, a Wyoming limited liability company, 1021 E Lincolnway Suite #8477, Cheyenne, WY 82001, USA ("Eyadera"), and ________ (Client legal name), a __ (state) _ (entity type), of _____ (address) ("Client").

1. Structure

1.1 Orders. Eyadera provides services only under an order that refers to this MSA and is signed by both parties (electronic signature is fine; there is no online, checkbox or pay-to-accept route): an "Order Form" or a "Statement of Work" ("SOW"), each an "Order". Each Order is a separate contract that includes this MSA.

1.2 Order of precedence. If documents conflict: (a) the Data Processing Addendum ("DPA") prevails on the processing of personal data; then (b) an Order prevails over this MSA, but only for that Order and only where it expressly says it overrides a named section of this MSA; then (c) this MSA. Client purchase-order terms, supplier-portal terms, invoice terms, supplier codes of conduct and any non-disclosure or confidentiality agreement between the parties (whenever signed) have no effect on any matter this MSA covers, even if accepted by clicking or signing, unless an Order expressly names the document and the section of this MSA it overrides. Client policies under section 3.3 do not limit sections 7.3, 7.7 or 7.8.

1.3 Services covered. Orders may cover: - Diagnostic: a fixed-fee, AI-assisted written review of Client's whole order flow, end to end (order to delivery), plus a dollar deep dive on the single costliest stage, as set out in the Order, with a sign-off meeting; - Build: custom configuration and code built on top of Client's existing systems, including its ERP; - Advisory: monthly management advice;

together, the "Services". The Services are professional services. Eyadera does not license, host or provide a software product or platform under this MSA, and no Order creates a software licence or subscription.

2. Definitions

• "Business Day": Monday to Friday, excluding US federal public holidays and public holidays that apply throughout Spain (as published each year in Spain's Boletín Oficial del Estado). Regional or local holidays are not excluded.
• "Client Data": data, files, records and information that Client or its users provide or make available to Eyadera, including system exports and access to Client systems.
• "Client Materials": Client Data plus Client's systems, trademarks, documents and anything else Client provides.
• "Deliverables": the reports, documents, configurations, code and other work product that an Order says Eyadera will deliver to Client, as delivered.
• "Custom Code": source and object code written by Eyadera specifically for Client under an Order, including Client-specific configuration, data mappings and business rules, excluding Pre-existing Materials (including Generalised Materials) and Third-party Materials.
• "Pre-existing Materials": tools, software, code libraries, scripts, prompts, templates, checklists, frameworks, report formats, methods and documentation that Eyadera owned, developed or licensed before the Order or develops independently of it; all improvements to them that are not specific to Client; generalised versions of any tool, template, automation or method that Eyadera develops during an Order and that can be used for other clients without Client's Confidential Information ("Generalised Materials"), whenever created; Learnings; and Eyadera's general skills and know-how.
• "Third-party Materials": software, services, models, open-source components and data owned by third parties, including Client's ERP and AI model providers.
• "Learnings": general knowledge, skills, experience, ideas, concepts, patterns, methods, process and workflow structures, benchmarks and techniques that Eyadera gains while performing or preparing to perform the Services, including in prompts, templates, checklists, automations and other written or coded form, provided that they (a) do not identify Client, its affiliates, people, customers or suppliers, and are not reasonably capable of being linked back to them; (b) contain no personal data; (c) contain no copy or extract of Client Data or Client Materials (other than aggregated figures combined with data from other sources so that Client's figures cannot be derived); and (d) do not disclose Client's trade secrets, specific pricing, customer or supplier lists, formulas, source code, drawings or other technical data.

3. Eyadera's obligations

3.1 Eyadera will perform the Services in a professional and workmanlike manner, using appropriately skilled people, and in line with each Order.

3.2 People and subcontractors. Eyadera decides who performs the Services and how. Eyadera may use subcontractors and service providers, remains responsible for their work, and binds them to confidentiality and data-protection terms at least as protective as this MSA and the DPA.

3.3 Client policies. Eyadera will follow Client's reasonable written security and access policies that Client gives it in advance, to the extent they apply to remote services. Policies that add cost or delay are handled through change control (section 5).

3.4 People make the decisions. Approvals, negotiation, signing and payment always stay with a person. Nothing Eyadera builds, configures or operates under any Order, including any software agent or automated step, will approve, negotiate, sign or pay on Client's behalf. An agent may prepare a draft, a match or a recommendation; it takes effect only when a person authorized by Client approves it. Client decides who those people are. This section applies to every Order, and no Order may override it.

4. Client's obligations

4.1 Client will: (a) name one contact with authority to make decisions and give approvals; (b) give timely access to the people, information, data and systems each Order lists; (c) answer questions and review drafts within the times in the Order, or within 2 Business Days if the Order is silent; (d) make sure it has the right to give Eyadera the Client Materials and that providing them complies with law and with its contracts, including its ERP licence; and (e) remain responsible for its own business decisions and for how it uses the Deliverables.

4.2 Dependencies. If Client is late or does not meet an obligation, Eyadera is excused from any resulting delay or failure, and the timeline moves by at least the same amount. If the delay causes Eyadera extra work, the parties handle it through change control.

4.3 Accounts. Client owns and controls the accounts, licences, credentials and environments used to run anything built for it (for example, cloud accounts, ERP user accounts and API keys), and grants Eyadera only the access an Order needs. Client may revoke access at any time; Eyadera is excused from work that the revocation prevents.

4.4 Export-controlled and sensitive material. Eyadera's personnel may work from outside the United States. Client will not give Eyadera, or give Eyadera access to systems or files containing: (a) technical data controlled under the International Traffic in Arms Regulations (22 C.F.R. Parts 120–130); (b) technology or source code controlled under the Export Administration Regulations (15 C.F.R. Parts 730–774) other than items designated EAR99; (c) Controlled Unclassified Information; or (d) drawings or CAD files, unless an Order expressly provides for them and both parties have first agreed in writing how they will be handled lawfully. Where an Order requires access to Client systems, Client will configure that access so that this material is excluded.

5. Change control

Either party may ask for a change to an Order's scope, timeline or Deliverables. Eyadera will reply in writing with the effect on fees, timeline and other terms. Additional work is priced as a fixed fee in that written reply unless the Order says otherwise. A change takes effect only when both parties approve it in writing (an email from each party's named contact is enough). Until then, Eyadera continues under the existing Order.

6. Fees, invoicing and payment

6.1 Fees. Client will pay the fees in each Order. All fees are in US dollars.

6.2 Payment method. As stated in the Order: card or bank payment through Stripe, or bank transfer to Eyadera LLC's US bank account against an Eyadera invoice. Client pays its own bank and transfer charges. Eyadera gives bank details only on its invoice PDF or Stripe's hosted invoice page; if Client receives changed bank details, it must confirm them with Eyadera by phone or video call before paying.

6.3 Timing. Unless the Order says otherwise: Diagnostic fees are paid in full before work starts; SOW milestone invoices and monthly retainer invoices are due within 15 days of the invoice date; retainer fees are invoiced monthly in advance.

6.4 Late payment. If an undisputed amount is more than 15 days overdue, Eyadera may (a) charge interest at 1% per month, or the highest rate the law allows if lower, from the due date until paid, and (b) after 5 Business Days' written notice, suspend the Services until paid. Timelines move by the suspension period.

6.5 Disputes. Client must raise any good-faith dispute in writing, with details, before the due date, and pay the undisputed part on time. The parties will work to resolve the dispute within 15 days.

6.6 Taxes. Fees exclude sales, use, value-added, goods-and-services and similar taxes, which Client pays if they apply (other than taxes on Eyadera's net income). If Client must withhold any tax, it will gross up the payment so that Eyadera receives the full fee, unless Eyadera can recover the withholding.

6.7 Tax forms. Eyadera LLC is a single-member limited liability company whose owner is not a US person. Eyadera does not provide IRS Form W-9. On request, Eyadera provides IRS Form W-8BEN completed by its owner, identifying "Eyadera LLC" (EIN 39-2823476) on line 7.

6.8 Expenses. Client reimburses expenses only if an Order provides for them or Client approves them in writing in advance. On-site visits are not included unless an Order says so.

7. Intellectual property

7.1 Client owns Client Materials. Client keeps all rights in Client Materials. Client grants Eyadera a non-exclusive, non-transferable right to use Client Materials to perform the Services, to create Learnings as section 7.7 allows, and as the DPA allows.

7.2 Client owns the Deliverables and Custom Code, on full payment. When Client has paid all fees due under the relevant Order, Eyadera assigns to Client all of its right, title and interest in the Deliverables and Custom Code under that Order, excluding Pre-existing Materials and Third-party Materials. Until then, Client may use draft Deliverables only to review and test them. Eyadera will sign documents reasonably needed to record the assignment, at Client's cost.

7.3 Eyadera keeps its Pre-existing Materials. Eyadera keeps all rights in its Pre-existing Materials. Nothing in this MSA transfers them, even if they are included in a Deliverable.

7.4 Licence to Client. To the extent Pre-existing Materials are included in a Deliverable, Eyadera grants Client, on full payment, a perpetual, irrevocable, worldwide, royalty-free, non-exclusive licence to use, copy and modify them as part of that Deliverable for Client's and its affiliates' internal business purposes. Client may let contractors exercise this licence for Client's benefit. The licence transfers with the Deliverable on a sale of Client's business or the relevant part of it. Client may not sell or license the Pre-existing Materials on a standalone basis.

7.5 Third-party Materials are licensed under their own terms, which Eyadera will identify in the Order or the handover documentation where they are part of a Deliverable. Client is responsible for its own licences, for example for its ERP and any AI provider account it holds.

7.6 AI-assisted work. Some Deliverables are prepared with help from AI tools. Eyadera assigns or licenses whatever rights it has in that output under sections 7.2 to 7.4, but does not warrant that AI-generated material is protectable by copyright.

7.7 Learnings and residual knowledge. (a) Eyadera owns its Learnings and Generalised Materials and may use them for any purpose, including to serve other clients, to improve its methods, tools and templates, and to build reusable automations, whether or not Client places an Order or pays for a later stage. (b) Eyadera's people may also use information retained in their unaided memory (without intentional memorizing and without referring to Client's records), so long as they do not disclose Client's identity or its Confidential Information. (c) Sections 7.7(a) and (b) do not grant any licence under Client's patents, copyrights or trademarks, and do not permit Eyadera to disclose Client's Confidential Information to anyone, to publish anything that identifies Client (section 7.9 and any case-study annex govern that), or to use Client's trade secrets as such. (d) Eyadera creates Learnings only by removing identifying and Client-specific detail as part of its own work. Personal data is never kept in Learnings (DPA section 2.5).

7.8 Feedback. If Client gives suggestions or comments about Eyadera's services, methods or tools, Eyadera may use them freely, worldwide, without payment, attribution or confidentiality duty. Feedback does not include Client Data, and Eyadera will not name Client as its source without consent.

7.9 Publicity. Neither party will use the other's name or logo publicly without written consent, which may be given in an Order or an annex to it.

8. Confidentiality

8.1 "Confidential Information" means non-public information that one party (the "Discloser") shares with the other (the "Recipient") in connection with this MSA or a possible Order, including through Eyadera's website questionnaire and calls before the Effective Date, that is marked confidential or that a reasonable person would understand to be confidential. Client Data is Client's Confidential Information. Confidential Information does not include information that is or becomes public through no fault of the Recipient, that the Recipient already knew without a duty of confidence, that it received from a third party without a duty of confidence, or that it developed independently. Learnings, Generalised Materials and Eyadera's Pre-existing Materials are not Client's Confidential Information.

8.2 The Recipient will use Confidential Information only to perform or receive the Services (and, for Eyadera, to create Learnings as section 7.7 allows), protect it with at least reasonable care, and share it only with its personnel, contractors, service providers (including the Subprocessors listed in the DPA) and professional advisers who need it and are bound by similar duties. Disclosure required by law is allowed after prompt notice to the Discloser where lawful.

8.3 These duties last during this MSA and for 3 years after it ends, and for trade secrets for as long as they remain trade secrets.

8.4 This section replaces any earlier non-disclosure or confidentiality agreement between the parties, for all information shared before or after the Effective Date, and that information is protected under this section 8 instead. If an earlier agreement gives more protection on a point, it continues only on that point, and never limits sections 7.3, 7.7 or 7.8.

9. Data protection and AI

9.1 The DPA, published at /legal/dpa and attached as Exhibit A, forms part of this MSA and governs Eyadera's processing of personal data in Client Data.

9.2 AI tools. The Services are AI-powered: Eyadera uses AI models to analyze Client Data and draft Deliverables. AI use is a condition of signing the Order; there is no option to perform the Services without AI tools. Eyadera runs these models only (a) on accounts owned by Eyadera, and (b) through business API services whose terms state that customer inputs and outputs are not used to train the provider's models, using only the providers listed in the DPA. Client Data is never used to train AI models. A person reviews every Deliverable before delivery (section 9.4).

9.3 No training on Client Data; no sale. Eyadera will not use Client Data to train, fine-tune or improve any AI model, and will not sell Client Data. Eyadera may use Learnings (which contain no Client Data and no personal data, and are stored separately from Client Data) to develop its own tools and models, including to train them in future, run on accounts Eyadera owns. Eyadera never gives Client Data or Learnings to any third party to train that party's models.

9.4 Human review. A person at Eyadera reviews every Deliverable before it is delivered. AI output can be wrong; Eyadera's warranties in section 10 apply to the Deliverables as delivered, whether or not AI tools helped prepare them.

9.5 Data minimization. Client will not provide special-category or sensitive personal data (such as health data, government ID numbers, or bank or card numbers) unless an Order expressly requires it and the parties have agreed additional safeguards in writing.

9.6 Access to Client systems. Where an Order requires access to Client systems, Eyadera will use only the access Client grants, prefer read-only access where the work allows, use named accounts, and stop using the access when the Order ends.

10. Warranties and disclaimers

10.1 Mutual. Each party warrants that it has authority to enter into this MSA and each Order.

10.2 Services. Eyadera warrants that the Services will be performed in a professional and workmanlike manner. Client must notify any breach of this warranty in writing within 30 days after the relevant Service was performed. Eyadera's sole obligation, and Client's exclusive remedy, is for Eyadera to re-perform the non-conforming Service at no charge or, if it cannot do so within a reasonable time, to refund the fees paid for the non-conforming part.

10.3 Build warranty. For a Build, the warranty in the SOW applies to Custom Code and configured Deliverables.

10.4 Client. Client warrants that it has the rights and consents needed to provide Client Materials to Eyadera and to let Eyadera use them as this MSA allows.

10.5 No guarantee of results. Except as expressly stated in this MSA or an Order, the Services and Deliverables are provided without any other warranty, express or implied, including warranties of merchantability, fitness for a particular purpose, title and non-infringement, all of which are disclaimed to the extent the law allows. In particular, Eyadera does not warrant that: (a) any estimate, finding or recommendation will produce any particular savings, revenue or result; (b) the Deliverables will be error-free or work without interruption; or (c) any Third-party Materials, including Client's ERP and AI model providers, will be available or perform as described. Estimates in a Diagnostic report are estimates based on the data Client provides. The Services are not legal, tax, accounting, engineering-certification or financial-audit advice. The only refund rights are those stated in section 10.2 and in the relevant Order.

11. Indemnities

11.1 By Eyadera. Eyadera will defend Client against any third-party claim alleging that a Deliverable, as delivered, infringes a US patent, copyright or trademark or misappropriates a trade secret, and will pay damages and costs finally awarded against Client or agreed in a settlement Eyadera approves. Eyadera has no obligation for claims arising from (a) Client Materials, (b) Third-party Materials, (c) changes not made by Eyadera, (d) combination with items Eyadera did not provide, where the claim would not exist without the combination, or (e) use after Eyadera offered a non-infringing alternative. If a Deliverable is or may be found to infringe, Eyadera may modify or replace it, obtain a right for Client to continue using it, or, if neither is reasonably possible, take it back and refund the fees paid for it, less a fair amount for use. This section states Eyadera's entire liability for infringement.

11.2 By Client. Client will defend Eyadera against any third-party claim arising from (a) Client Materials, including a claim that Eyadera's use of them as permitted by this MSA infringes a third party's rights or breaches a contract or law, or (b) Client's use of the Deliverables in breach of law, and will pay damages and costs finally awarded or agreed in a settlement Client approves.

11.3 Procedure. The indemnified party must notify the indemnifying party promptly (late notice reduces the obligation only to the extent it causes prejudice), let it control the defence and settlement (no settlement may admit fault of, or impose obligations on, the indemnified party without its consent), and give reasonable help at the indemnifying party's cost.

12. Limitation of liability

12.1 Excluded losses. Neither party is liable for any indirect, incidental, special, consequential, exemplary or punitive damages, or for loss of profits, revenue, business, goodwill or anticipated savings, or for loss or corruption of data (except the reasonable cost of restoring data from available backups), however caused, even if advised of the possibility.

12.2 General cap. Each party's total liability arising out of or relating to an Order, and this MSA as it applies to that Order, is limited to the fees paid and payable by Client under that Order in the 12 months before the event giving rise to the claim. For a Diagnostic, this is the Diagnostic fee.

12.3 Increased cap. For (a) breach of section 8 (Confidentiality), section 9 (Data protection and AI) or the DPA, and (b) the indemnity obligations in section 11, each party's total liability is limited to two times (2×) the amount in section 12.2, instead of the amount in section 12.2. Amounts paid under section 12.3 count toward this increased cap only.

12.4 No limit. Sections 12.1 to 12.3 do not limit: (a) Client's obligation to pay fees due; (b) liability for gross negligence, wilful misconduct or fraud; or (c) liability that cannot be limited by law.

12.5 These limits apply whatever the legal theory (contract, tort including negligence, or otherwise) and reflect an agreed allocation of risk that is reflected in the fees.

13. Non-solicitation

During each Order and for 12 months after it ends, neither party will directly solicit for employment or engagement any employee or individual contractor of the other who was materially involved in that Order, without the other's written consent. General advertisements and job postings not targeted at those people, and hiring anyone who responds to them or who approaches a party on their own initiative, are allowed. This section does not restrict any individual's freedom to seek or accept work, and applies only to the extent permitted by the law that governs the individual's employment.

14. Term and termination

14.1 Term. This MSA starts on the Effective Date and continues until ended under this section. If no Order is active for 24 months, either party may end it by notice.

14.2 Termination of the MSA for convenience by either party on 30 days' written notice; active Orders continue under this MSA until they end, unless also ended under their own terms.

14.3 Termination of an Order only as that Order allows, or under section 14.4.

14.4 For cause. Either party may end an Order, or this MSA and all Orders, by written notice if the other (a) materially breaches it and does not cure the breach within 30 days after written notice (10 days for non-payment), or (b) becomes insolvent, makes an assignment for the benefit of creditors, has a receiver, trustee or similar officer appointed, or is subject to a bankruptcy petition not dismissed within 60 days.

14.5 Effect. On termination: (a) Client pays for Services performed and non-cancellable costs incurred up to the termination date, and any amount the Order says is due on early termination; (b) on that payment, section 7.2 applies to Deliverables paid for, including work in progress delivered as-is; (c) each party returns or deletes the other's Confidential Information as section 8 and the DPA require; and (d) Eyadera stops using its access to Client systems and gives Client any credentials it holds for Client accounts. If Eyadera ends an Order for Client's uncured breach, the fees for the rest of any minimum term become due.

14.6 Survival. Sections 6 (for amounts due), 7, 8, 9, 10.5, 11, 12, 14.5, 14.6 and 15 survive.

15. General

15.1 Independent contractor. Eyadera is an independent contractor. Nothing in this MSA creates a partnership, joint venture, employment or agency relationship. Eyadera is responsible for its own personnel, taxes and benefits.

15.2 Assignment. Neither party may assign this MSA or an Order without the other's written consent, which will not be unreasonably withheld, except that either party may assign it in full, on written notice, to a successor in a merger, acquisition or sale of all or substantially all of its relevant business that agrees in writing to be bound. Any other assignment is void.

15.3 Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control (such as natural disasters, epidemics, war, terrorism, government action, labour disputes not involving its own staff, and failures of public utilities, internet, or third-party cloud or AI services), other than payment obligations. If the event lasts more than 30 days, either party may end the affected Order and Client pays for work performed.

15.4 Notices. Legal notices (breach, termination, indemnity claims) must be in writing and sent by email to the addresses in the signature block, or, where Client signed only the Order, to the Client contact email named in the Order, with a copy by courier or post to the party's address. Notice is effective on receipt of the email, unless a bounce message is received. Eyadera's notice address is info@eyadera.com and Eyadera LLC, 1021 E Lincolnway Suite #8477, Cheyenne, WY 82001, USA. Operational communications may be sent by email between the named contacts.

15.5 Governing law and venue. This MSA and each Order are governed by the laws of the State of Wyoming, without regard to conflict-of-laws rules. The parties submit to the exclusive jurisdiction of the state and federal courts located in Laramie County, Wyoming, except that either party may seek injunctive relief, and Eyadera may bring a claim to collect unpaid fees, in any court with jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

15.6 Waiver of jury trial. To the extent the law allows, each party waives any right to a jury trial in any dispute arising out of or relating to this MSA or any Order.

15.7 Electronic signatures. This MSA, each Order and any change may be signed electronically and in counterparts. Electronic records and signatures have the same effect as originals, as provided by the federal Electronic Signatures in Global and National Commerce Act (15 U.S.C. § 7001) and the Wyoming Uniform Electronic Transactions Act (Wyo. Stat. § 40-21-101 and following). An Order is accepted only by both parties' signatures (electronic signatures included). Ticking a box, clicking "I agree" or paying does not by itself accept an Order, this MSA or the DPA. Eyadera invoices only after an Order is signed, and starts work only once Client's payment has cleared.

15.8 Entire agreement; changes. This MSA, its exhibits and the Orders are the entire agreement on their subject and replace all earlier proposals, discussions and agreements on it (except as stated in section 8.4). Changes must be in writing and signed by both parties, except changes under section 5, which may be agreed by email. Eyadera may publish new versions of this MSA for future Orders; a new version does not change an Order already signed. If any provision is unenforceable, it will be enforced to the maximum extent allowed and the rest remains in force. A failure to enforce a right is not a waiver. There are no third-party beneficiaries.

15.9 Export and sanctions. Each party will comply with the US export-control and sanctions laws that apply to it in connection with this MSA.

Signatures

Exhibit A: Data Processing Addendum (/legal/dpa). Orders: Diagnostic Order Form, Build Statement of Work, Retainer Order Form (Advisory).

Version 1.2 · 21 October 2026