Master Services Agreement

This Master Services Agreement ("Agreement" or "MSA") is entered into as of [[EFFECTIVE_DATE]] by and between:

Perpetual Quest LLC, a Delaware limited liability company ("Perpetual Quest," "PQ," "Provider," "we," or "us"),

and

[[CLIENT_LEGAL_NAME]], a [[CLIENT_ENTITY_TYPE]] organized under the laws of [[CLIENT_STATE_OR_JURISDICTION]] ("Client").

Perpetual Quest and Client may each be referred to as a "Party" and collectively as the "Parties."

1. Purpose and Structure

This Agreement establishes the general terms governing professional services that Perpetual Quest may provide to Client.

Specific services will be described in one or more Statements of Work, Order Forms, proposals expressly incorporated into this Agreement, or similar written documents signed by the Parties, each an "SOW."

No particular project or service is authorized solely by signing this MSA unless an applicable SOW has also been executed.

Each SOW forms part of this Agreement.

2. Order of Precedence

If there is a conflict among documents governing an engagement, the following order of precedence applies unless an executed document expressly states otherwise:

1. A signed amendment specifically modifying the applicable agreement;
2. The applicable SOW or Order Form;
3. An applicable addendum;
4. This MSA.

The SOW controls with respect to project-specific scope, pricing, timelines, deliverables, and expressly stated commercial terms.

3. Services

Perpetual Quest will provide the services described in the applicable SOW.

Services may include, as applicable:

• artificial intelligence consulting;
• AI workflow implementation;
• automation;
• lead capture and lead-response systems;
• lead nurturing and reactivation;
• CRM configuration;
• marketing technology;
• voice AI;
• conversational AI;
• SMS, email, and telephone workflow configuration;
• software integrations;
• advertising technology;
• reporting and analytics;
• business process improvement;
• operational systems;
• training;
• documentation;
• implementation support;
• technical consulting; and
• related professional services.

Services not expressly included in an SOW are outside scope.

4. Changes in Scope

Either Party may request changes to an SOW.

Material changes to scope, integrations, deliverables, timelines, client locations, usage requirements, systems, or responsibilities may require a written change order, amended SOW, additional fees, or revised schedule.

Perpetual Quest is not obligated to perform material out-of-scope work until the Parties agree to the applicable change.

Minor implementation decisions reasonably necessary to perform the agreed Services do not require a formal change order.

5. Client Cooperation

Client acknowledges that successful delivery depends on timely cooperation.

Client will provide, as reasonably required:

• accurate company information;
• relevant policies and procedures;
• system access;
• CRM access;
• advertising account access;
• software credentials or delegated permissions;
• customer and lead information;
• existing workflows;
• brand materials;
• offers and pricing;
• approved messaging;
• personnel availability;
• prompt feedback;
• designated decision-makers; and
• approvals reasonably necessary to perform the Services.

Delays caused by Client may extend project timelines.

Perpetual Quest will not be responsible for delays or failures caused by Client's failure to provide required information, access, approvals, personnel, or dependencies.

6. Authorized Client Representatives

Client will designate one or more representatives authorized to provide instructions and approvals.

Perpetual Quest may reasonably rely upon instructions, approvals, representations, and decisions made by Client's designated representatives.

Client is responsible for maintaining appropriate internal authorization procedures.

7. Client Responsibilities and Legal Compliance

Client remains responsible for operating its business and complying with laws applicable to its industry, customers, products, services, advertising, marketing, and communications.

Unless an SOW expressly states otherwise, Client is responsible for:

• the accuracy of information supplied to Perpetual Quest;
• customer and prospect data lawfully provided to Perpetual Quest;
• obtaining required permissions and consents;
• maintaining required professional or business licenses;
• determining lawful audiences for marketing communications;
• pricing;
• promotions;
• representations regarding Client's products and services;
• advertising claims;
• warranties Client gives its customers;
• consumer disclosures;
• industry-specific compliance;
• employment decisions;
• sales practices; and
• final business decisions.

Perpetual Quest does not provide legal advice and does not assume Client's legal or regulatory responsibilities merely by configuring technology used by Client.

8. Communications Compliance

Where Services involve email, telephone, SMS, automated communications, lead nurturing, lead reactivation, or similar outreach, Client represents that it has the legal right to use the applicable data and contact the applicable individuals.

Client is responsible for determining whether its contact lists, consent records, campaigns, offers, and communications comply with applicable law and platform policies.

Perpetual Quest may provide technical configurations intended to support compliant operation, including opt-out functions, suppression processes, consent tracking, or communication controls, but such technical assistance is not legal advice.

Client will not instruct Perpetual Quest to send communications to unlawfully acquired lists or persons for whom Client lacks required authorization.

9. Artificial Intelligence and Automated Systems

Services may use artificial intelligence, machine learning, large language models, voice models, automated decision systems, or other automated technologies.

Client understands that such systems are probabilistic and may produce inaccurate, incomplete, outdated, inconsistent, unexpected, or inappropriate outputs.

Unless expressly agreed otherwise in an SOW, Client remains responsible for appropriate human oversight of automated outputs and customer-facing decisions.

Additional terms governing AI systems may be contained in an AI & Automation Addendum.

10. Third-Party Services

Services may depend upon third-party products including, without limitation:

• CRM platforms;
• advertising platforms;
• social networks;
• telecommunications providers;
• SMS providers;
• telephone carriers;
• email providers;
• scheduling software;
• hosting services;
• analytics providers;
• artificial intelligence providers;
• APIs;
• payment providers;
• software-as-a-service products; and
• other third-party technologies.

Third-party services are controlled by their respective providers.

Perpetual Quest is not responsible for third-party:

• outages;
• service interruptions;
• API changes;
• pricing changes;
• policy changes;
• account suspensions;
• advertising-account restrictions;
• deliverability issues;
• software defects;
• data loss;
• security incidents;
• feature removal;
• model changes;
• usage restrictions; or
• discontinuation.

Where reasonably practical, Perpetual Quest may recommend alternatives or adaptations, but such work may constitute additional scope.

11. Third-Party Accounts and Fees

Unless expressly included in an SOW, Client is responsible for:

• third-party subscriptions;
• advertising spend;
• CRM fees;
• telecommunications charges;
• SMS usage;
• voice usage;
• AI/API consumption;
• hosting;
• domains;
• email systems;
• phone numbers;
• integrations;
• payment processing fees; and
• other third-party expenses.

Client will maintain required accounts, licenses, permissions, and valid payment methods.

12. Fees

Client will pay the fees specified in each SOW.

Unless an SOW provides otherwise, invoices are due within fifteen (15) calendar days.

Implementation deposits, setup fees, prepaid amounts, or first-month payments may be due upon execution where stated in the SOW.

Amounts paid for completed work are non-refundable except where expressly provided otherwise in writing.

13. Late Payments

Past-due amounts may accrue interest at the lesser of:

• 1.5% per month; or
• the maximum lawful rate.

Perpetual Quest may suspend Services if an undisputed invoice remains unpaid after written notice and a reasonable opportunity to cure.

Client remains responsible for amounts properly incurred before suspension or termination.

14. Taxes

Fees do not include taxes unless expressly stated.

Client is responsible for applicable sales, use, excise, transaction, or similar taxes arising from the Services, excluding taxes based on Perpetual Quest's net income.

15. Expenses

Client will reimburse pre-approved reasonable out-of-pocket expenses where an SOW permits such expenses.

Perpetual Quest will not incur material reimbursable expenses without Client approval unless already authorized in the applicable SOW.

16. Intellectual Property — Perpetual Quest Materials

Perpetual Quest retains all right, title, and interest in its pre-existing and independently developed intellectual property, including:

• software;
• libraries;
• tools;
• connectors;
• frameworks;
• methodologies;
• processes;
• automation patterns;
• prompts;
• prompt libraries;
• system architecture;
• workflow logic;
• templates;
• documentation frameworks;
• training methods;
• know-how;
• generalized integrations;
• models;
• technical methods; and
• improvements to the foregoing.

These materials are "PQ Materials."

No ownership of PQ Materials transfers to Client unless expressly stated in an SOW.

17. Client Materials

Client retains ownership of materials Client provides to Perpetual Quest, including:

• trademarks;
• branding;
• customer data;
• lead data;
• business information;
• documents;
• images;
• content;
• pricing;
• policies;
• proprietary processes; and
• other Client-owned materials.

Client grants Perpetual Quest a limited right to use Client Materials solely as reasonably necessary to perform the Services.

18. Deliverables

Ownership of client-specific deliverables will be governed by the applicable SOW.

Unless otherwise stated, upon full payment of amounts due, Client receives a perpetual, non-exclusive license to use deliverables created specifically for Client for Client's internal business purposes.

PQ Materials incorporated into a deliverable remain owned by Perpetual Quest and are licensed only to the extent reasonably necessary for Client to use the deliverable.

Nothing prevents Perpetual Quest from using general knowledge, experience, skills, concepts, techniques, workflows, architectures, or non-confidential learnings developed during the engagement.

19. Open-Source and Third-Party Materials

Deliverables may contain open-source software or third-party materials governed by separate licenses.

Those materials remain subject to their applicable licenses.

20. Confidential Information

"Confidential Information" means non-public information disclosed by one Party to the other that reasonably should be understood as confidential given the nature of the information or circumstances of disclosure.

Confidential Information may include:

• business plans;
• pricing;
• customer information;
• technical information;
• credentials;
• software;
• financial information;
• strategies;
• marketing plans;
• trade secrets;
• proprietary processes; and
• non-public operational information.

The receiving Party will:

• use Confidential Information only for purposes of the engagement;
• protect it using reasonable safeguards; and
• not disclose it except to personnel, contractors, professional advisers, or service providers who reasonably need access and are subject to appropriate confidentiality obligations.

Confidential Information does not include information that the receiving Party can demonstrate:

• is publicly available without breach;
• was lawfully known before disclosure;
• was independently developed without use of the Confidential Information; or
• was lawfully obtained from another source without confidentiality obligation.

21. Required Disclosure

A Party may disclose Confidential Information where required by law, subpoena, court order, or governmental request.

Where legally permitted, the receiving Party will provide reasonable notice before disclosure.

22. Security

Each Party will maintain commercially reasonable administrative, technical, and organizational safeguards appropriate to information under its control.

Client is responsible for maintaining the security of its own accounts, credentials, users, devices, and internal systems.

Perpetual Quest may require multi-factor authentication, least-privilege access, separate user accounts, delegated access, or other security measures as conditions of implementation.

23. Credentials

Where possible, Client should provide delegated user access rather than shared master credentials.

Client will promptly revoke or update access when personnel change or when access is no longer required.

Perpetual Quest will use credentials only as reasonably necessary to perform the Services.

24. Subcontractors

Perpetual Quest may use employees, independent contractors, specialists, cloud providers, AI providers, and other subcontractors to perform portions of the Services.

Perpetual Quest remains responsible for managing its subcontractors consistent with this Agreement.

25. No Guarantee of Results

Perpetual Quest may provide systems intended to improve:

• lead response;
• lead conversion;
• appointment setting;
• operational efficiency;
• customer communication;
• marketing performance;
• follow-up;
• reactivation;
• reporting; or
• productivity.

However, business outcomes depend upon many factors outside Perpetual Quest's control.

Unless an SOW expressly includes a specific written guarantee, Perpetual Quest does not guarantee:

• revenue;
• profit;
• leads;
• appointments;
• conversions;
• sales;
• close rates;
• advertising performance;
• return on ad spend;
• rankings;
• cost savings;
• labor savings;
• customer retention; or
• any specific business outcome.

Case studies, examples, forecasts, projections, and estimates are illustrative and do not guarantee future results.

26. Client Approval and Production Deployment

Perpetual Quest may request Client approval before launching material:

• customer-facing communications;
• advertising;
• automated workflows;
• pricing messages;
• offers;
• voice agents;
• AI agents;
• integrations; or
• other production systems.

Once Client approves deployment, Perpetual Quest may rely upon that approval unless Client subsequently provides different instructions.

27. Emergency Suspension

Perpetual Quest may temporarily disable or suspend an automation, campaign, integration, communication channel, AI system, or other workflow if Perpetual Quest reasonably believes continued operation could:

• violate law;
• violate third-party policies;
• create a security risk;
• cause material customer harm;
• send materially incorrect information;
• result in widespread unwanted communications;
• threaten system integrity;
• create material reputational harm; or
• expose either Party to significant operational risk.

Perpetual Quest will notify Client reasonably promptly where practical.

28. Warranties

Perpetual Quest warrants that it will perform the Services in a professional and workmanlike manner consistent with generally accepted industry practices.

Client's exclusive remedy for breach of this warranty is, at Perpetual Quest's option:

• re-performance of the affected Services; or
• if re-performance is not commercially reasonable, refund of the fees paid specifically for the materially deficient Services.

This remedy does not apply where the deficiency results from Client systems, instructions, data, modifications, third-party services, or matters outside Perpetual Quest's reasonable control.

29. Disclaimer of Other Warranties

EXCEPT FOR EXPRESS WARRANTIES IN THIS AGREEMENT OR AN APPLICABLE SOW, SERVICES AND DELIVERABLES ARE PROVIDED "AS IS" AND "AS AVAILABLE."

TO THE FULLEST EXTENT PERMITTED BY LAW, PERPETUAL QUEST DISCLAIMS IMPLIED WARRANTIES INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

PERPETUAL QUEST DOES NOT WARRANT THAT THIRD-PARTY PLATFORMS OR AI SYSTEMS WILL OPERATE WITHOUT INTERRUPTION, CHANGE, OR ERROR.

30. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES ARISING OUT OF THIS AGREEMENT.

THIS INCLUDES LOST PROFITS, LOST REVENUE, LOST BUSINESS OPPORTUNITIES, LOSS OF GOODWILL, BUSINESS INTERRUPTION, OR LOSS OF DATA, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

EXCEPT FOR EXCLUDED CLAIMS IDENTIFIED BELOW, EACH PARTY'S AGGREGATE LIABILITY ARISING FROM AN APPLICABLE SOW WILL NOT EXCEED THE FEES PAID OR PAYABLE TO PERPETUAL QUEST UNDER THAT SOW DURING THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

The foregoing cap does not apply to the extent prohibited by law.

The Parties may establish a different liability cap in an SOW.

31. Excluded Claims

To the extent enforceable under applicable law, limitations applicable to a Party will not apply to:

• fraud or intentional misconduct;
• a Party's indemnification obligations;
• Client's payment obligations; or
• unauthorized use or misappropriation of the other Party's intellectual property.

32. Client Indemnification

Client will defend, indemnify, and hold harmless Perpetual Quest and its members, managers, officers, employees, contractors, and agents from third-party claims arising from:

• Client Materials;
• Client's products or services;
• Client's advertising claims;
• unlawful or unauthorized customer or prospect data supplied by Client;
• Client's failure to obtain required communications consent;
• Client's instructions that violate law or third-party rights;
• Client's violation of applicable law;
• Client's breach of applicable third-party platform terms; or
• content or offers supplied or approved by Client.

33. Perpetual Quest Indemnification

Perpetual Quest will defend and indemnify Client against a third-party claim alleging that a deliverable created solely by Perpetual Quest and provided under an SOW directly infringes a United States copyright or trademark.

This obligation does not apply to claims arising from:

• Client Materials;
• Client instructions;
• third-party technology;
• combinations not supplied by Perpetual Quest;
• modifications made by Client or others;
• continued use after notice of a claim; or
• materials Perpetual Quest was required to use at Client's direction.

Perpetual Quest may modify or replace an affected deliverable or terminate the affected portion of the Services and refund prepaid fees allocable to undelivered Services.

34. Indemnification Procedure

The indemnified Party will provide reasonably prompt notice of an indemnified claim.

The indemnifying Party may control the defense with qualified counsel, subject to the indemnified Party's reasonable cooperation.

No settlement may impose liability, admission, restriction, or material obligation on the indemnified Party without its written consent.

35. Term of MSA

This Agreement begins on the Effective Date and continues until terminated in accordance with this Agreement.

Termination of this MSA does not automatically terminate an active SOW unless the SOW or termination notice states otherwise.

36. SOW Term and Renewal

Each SOW will state its applicable term.

An SOW may provide for:

• a fixed term;
• month-to-month continuation;
• automatic renewal;
• an initial implementation period followed by recurring services; or
• another agreed structure.

Any automatic renewal or transition to recurring services must be stated in the applicable SOW.

37. Termination for Cause

Either Party may terminate an SOW or this Agreement for material breach if the breaching Party fails to cure the breach within ten (10) business days after written notice describing the breach.

A Party may terminate immediately where the breach cannot reasonably be cured or where continued performance would be unlawful.

38. Suspension for Nonpayment

Perpetual Quest may suspend Services for materially overdue undisputed amounts after providing reasonable written notice.

Suspension does not waive Client's payment obligations.

39. Effect of Termination

Upon termination:

• Client will pay amounts properly due through the effective termination date;
• Perpetual Quest will cease performing terminated Services;
• each Party will discontinue unauthorized use of the other Party's Confidential Information;
• access permissions may be revoked;
• surviving provisions will remain effective.

Where applicable and subject to payment of outstanding amounts, Perpetual Quest will reasonably cooperate in transitioning Client-owned materials or credentials.

Additional transition work may be billed at the rates stated in the applicable SOW or, if no rate is stated, Perpetual Quest's then-current professional-services rate.

40. Data Return and Deletion

Following termination, Perpetual Quest may return or delete Client data in accordance with the applicable SOW, Privacy Policy, legal obligations, technical limitations, and ordinary backup-retention procedures.

Client is responsible for maintaining its own systems of record and backups unless an SOW expressly makes Perpetual Quest responsible for them.

41. Publicity

Perpetual Quest will not use Client's trademarks or name in public case studies, testimonials, or promotional materials without Client's permission unless the applicable SOW expressly authorizes such use.

The Parties may separately agree to reference the relationship publicly.

42. Independent Contractors

The Parties are independent contractors.

Nothing in this Agreement creates:

• a partnership;
• joint venture;
• employment relationship;
• fiduciary relationship; or
• agency relationship.

Neither Party may bind the other except as expressly authorized in writing.

43. Non-Exclusivity

Unless an SOW states otherwise, the relationship is non-exclusive.

Perpetual Quest may provide similar services to other businesses, including businesses in similar industries, provided that Perpetual Quest does not improperly use Client's Confidential Information.

44. Force Majeure

Neither Party will be liable for delays or failures caused by events beyond its reasonable control, including:

• natural disasters;
• utility failures;
• widespread internet failures;
• telecommunications outages;
• cyberattacks;
• government action;
• war;
• terrorism;
• labor disruptions;
• epidemics;
• pandemics;
• third-party platform failures; or
• similar events.

Payment obligations for Services already performed are not excused by this section.

45. Governing Law

This Agreement is governed by the laws of the State of Delaware without regard to conflict-of-law principles.

46. Venue

Unless an applicable SOW expressly provides otherwise, disputes arising from this Agreement will be brought in the state or federal courts having appropriate jurisdiction in Delaware.

Each Party consents to personal jurisdiction and venue in those courts.

47. Good-Faith Resolution

Before filing litigation, senior representatives of the Parties will attempt in good faith to resolve the dispute through direct discussion.

Nothing prevents a Party from seeking temporary or emergency injunctive relief where reasonably necessary to protect confidential information, intellectual property, data, or systems.

48. Notices

Formal notices under this Agreement must be sent by email and, where legally required or reasonably appropriate, by nationally recognized courier or certified mail.

Notices to Perpetual Quest:

Perpetual Quest LLC
Email: [email protected]

Notices to Client:

[[CLIENT_NOTICE_NAME]]
[[CLIENT_NOTICE_EMAIL]]
[[CLIENT_NOTICE_ADDRESS]]

Operational communications, project messages, invoices, and routine approvals may be transmitted through ordinary business communication channels.

49. Assignment

Neither Party may assign this Agreement without the other Party's written consent, except that either Party may assign this Agreement in connection with a merger, reorganization, financing, sale of substantially all assets, or transfer of the applicable business.

50. Severability

If a provision is found unenforceable, it will be modified to the minimum extent necessary to make it enforceable where permitted, and the remaining provisions will continue in effect.

51. Waiver

Failure to enforce a provision is not a waiver of that provision or any other right.

52. Amendments

Amendments must be in writing and agreed to by authorized representatives of both Parties.

An SOW may modify this Agreement only where the SOW expressly identifies the provision being modified or clearly states the intended deviation.

53. Electronic Signatures

Electronic signatures and electronically transmitted copies are effective as originals.

The Parties consent to execution using electronic-signature platforms.

54. Counterparts

This Agreement may be executed in counterparts, each of which is deemed an original and all of which together constitute one instrument.

55. Entire Agreement

This Agreement, together with applicable SOWs and addenda, constitutes the complete agreement between the Parties regarding the Services and supersedes prior discussions or representations concerning the same subject matter.

Marketing materials, website content, presentations, demonstrations, forecasts, sales conversations, and proposals not expressly incorporated into an SOW do not modify this Agreement.

MSA Signatures