Master Service Agreement (MSA)

Version 1.0 Effective Date: September 1, 2026 Governance: Commonwealth of Massachusetts, USA

This Master Service Agreement ("MSA" or "Agreement") establishes the binding legal framework between Amdura™ ("Agency," "we," or "us") and the client executing a project proposal or Statement of Work ("Client," "you," or "your").

By signing an Amdura™ Statement of Work (SOW), paying an initial deposit invoice, or formally approving the commencement of web engineering, UX research, or AI integration services, you explicitly agree to the terms, conditions, and IP transfer protocols defined herein.

1. Scope of Work & Project Execution

This MSA serves as the master contract governing all past, present, and future projects executed between Amdura™ and the Client. The specific deliverables, timelines, and costs for individual projects will be defined in a separate document known as a Statement of Work (SOW) or Official Proposal.

In the event of a direct conflict between the terms of this MSA and a signed SOW, the specific terms outlined in the SOW shall supersede this document for that specific project only.

2. Financial Obligations & Payment Structure

To ensure dedicated resource allocation for our engineering and creative teams, all Client projects are subject to the following financial terms:

Initial Deposit: A strict, non-refundable deposit of fifty percent (50%) of the total project fee is required prior to the commencement of any design, coding, or consulting work.
Grace Period & Penalties: All invoices must be paid within fifteen (15) calendar days of the invoice issue date. Balances remaining unpaid after the grace period will automatically accrue a late fee of two percent (2.0%) per month.
Change Orders: Client requests that fall outside the original, agreed-upon scope of work—including additional page designs, complex API integrations, or revisions beyond the stated allowance—will require a signed Change Order and will be billed at Amdura™'s standard hourly rate of $50.00 USD/hour.

3. Intellectual Property (IP) & Ownership Rights

Amdura™ firmly believes in transparent IP rights. Ownership of project deliverables is structured as follows:

3.1. Client Ownership of Bespoke Deliverables

Upon receipt of 100% full and final payment of all project invoices and Change Orders, Amdura™ automatically assigns and transfers to the Client exclusive ownership of all bespoke visual designs, finalized logos, custom HTML/CSS, and unique copywriting created specifically for the Client's SOW.

3.2. Amdura™ Background IP & Reusable SDKs

Amdura™ retains exclusive, unencumbered ownership of our pre-existing software, background algorithms, reusable UI/UX component libraries, AI conversational logic (Aries™ architecture), and proprietary starter frameworks ("Background IP"). We grant the Client a perpetual, non-exclusive, royalty-free license to utilize this Background IP strictly as it is embedded within the final delivered project.

4. Confidentiality & Non-Disclosure (NDA)

Both Amdura™ and the Client agree to hold all proprietary business information, trade secrets, unreleased product roadmaps, and private UX research data ("Confidential Information") in strict confidence.

Confidential Information shall not be disclosed to any third party without prior written consent, except as required by law or to authorized Subprocessors listed in our Subprocessors List.
Unless explicitly restricted by a separate, signed NDA, Amdura™ retains the right to display non-confidential project deliverables (such as public website screenshots or high-level case studies) in our professional portfolio and marketing materials.

5. Warranties & Limitation of Liability

Amdura™ warrants that all custom deliverables will function substantially in accordance with the specifications outlined in the SOW. We provide a complimentary thirty (30) day bug-fix warranty following final staging approval to remediate any underlying code defects.

EXCEPT FOR THE EXPRESS WARRANTIES STATED HEREIN, AMDURA™ PROVIDES ALL SERVICES "AS IS." TO THE MAXIMUM EXTENT PERMITTED BY LAW, AMDURA™ DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL AMDURA™ BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, OR INCIDENTAL DAMAGES, BUSINESS INTERRUPTIONS, OR LOSS OF DATA. OUR MAXIMUM LIABILITY SHALL BE CAPPED AT THE TOTAL FEES PAID BY THE CLIENT UNDER THE SPECIFIC SOW GIVING RISE TO THE CLAIM.

6. Termination & Project Cancellation

Either party may terminate this MSA or an active SOW for material breach upon fourteen (14) days written notice if the breach remains uncured. For mid-project cancellations by the Client without cause, please refer to our Cancellation & Refund Policy regarding the forfeiture of the non-refundable deposit and billing for pro-rated hours.

7. Independent Contractor Status

Amdura™ operates as an independent contractor. Nothing in this Agreement creates a partnership, joint venture, agency, or employer-employee relationship between Amdura™ and the Client.

8. Governing Law & Jurisdiction

This Agreement shall be governed by and interpreted in accordance with the laws of the Commonwealth of Massachusetts. Any legal dispute arising under this Agreement shall be resolved exclusively in the state or federal courts located within Massachusetts, and both parties consent to the personal jurisdiction of such courts.

9. Formal Signatures & Agreement

Acceptance of a formal SOW, payment of the initial 50% invoice, or written approval (via email or client portal) to begin project work constitutes full legal acceptance of this Master Service Agreement by the Client.

Amdura™ Operations
Lawrence, MA 01840, United States
Email: legal@amdigitaldesigns.com