# Master Services Agreement

**Between:** Acme Corporation ("Client") and NovaBridge Solutions, Inc. ("Provider")

**Effective Date:** January 15, 2024
**Agreement Number:** MSA-2024-00412

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## 1. Term and Renewal

This Master Services Agreement ("Agreement") is entered into as of the Effective Date and shall remain in force for an initial term of thirty-six (36) months ("Initial Term"), ending January 14, 2027. Upon expiration of the Initial Term, this Agreement shall automatically renew for successive twelve (12) month periods ("Renewal Terms") unless either party provides written notice of non-renewal at least ninety (90) days prior to the end of the then-current term.

## 2. Services and Fees

Provider shall deliver the NovaBridge Analytics Platform (Enterprise Edition) including up to 500 named user licenses, standard API access, and 24/7 premium support. The annual subscription fee is **$485,000.00 USD**, payable in quarterly installments of $121,250.00, due on the first business day of each calendar quarter. Fees shall escalate by no more than 4% per annum upon each Renewal Term.

Provider shall also deliver implementation services as described in Statement of Work #1 (attached as Exhibit B) for a one-time fee of **$92,000.00 USD**, payable upon completion of user acceptance testing.

## 3. Change of Control

In the event of a Change of Control of Provider (defined as a transfer of more than 50% of voting equity, a merger, or sale of substantially all assets), Client shall have the right to terminate this Agreement upon sixty (60) days written notice, provided such notice is given within one hundred twenty (120) days of Client receiving written notification of the Change of Control event. Upon such termination, Provider shall refund a pro-rata portion of any prepaid fees for the unused portion of the then-current term.

## 4. Limitation of Liability

Except for breaches of Section 7 (Confidentiality) and Section 8 (Indemnification), neither party's aggregate liability under this Agreement shall exceed the total fees paid or payable by Client during the twelve (12) month period immediately preceding the event giving rise to the claim. In no event shall either party be liable for any indirect, incidental, special, consequential, or punitive damages.

## 5. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws provisions.

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*Executed as of the date first written above.*

| Party | Name | Title | Date |
|---|---|---|---|
| Acme Corporation | Signatory A | VP Procurement | Jan 15, 2024 |
| NovaBridge Solutions, Inc. | Signatory B | Chief Executive Officer | Jan 12, 2024 |
