Master Services Agreement — Vendor and Client

Illustrative example — not legal advice. The names, terms, and figures below are fictional and shown only to demonstrate how a master services agreement is filled in. Have a qualified lawyer review any agreement before use. PropoDoc is not a law firm.

Provider: Harbourline Software Ltd, 27 Quay Street, Auckland 1010 Client: Meridian Retail Group Ltd, 9 Cathedral Square, Christchurch 8011 Effective date: 1 May 2026

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1. Parties

This Master Services Agreement (the "Agreement") is made between Harbourline Software Ltd ("Provider") and Meridian Retail Group Ltd ("Client").

2. Services and Statements of Work

This Agreement sets the master terms for the relationship. The Provider's specific work — software design, build, and ongoing support — will be described in separate Statements of Work (each, a "SOW") signed under this Agreement. The first SOW covers building the Client's online ordering portal; later SOWs may cover further features and support.

Order of precedence: if a SOW conflicts with this Agreement, this Agreement governs, except that each SOW sets that project's fees, schedule, and deliverables.

3. Term

This Agreement begins on 1 May 2026 and continues until either party terminates it under clause 9. Each SOW has its own term as stated in that SOW.

4. Fees and payment

• Fees: the fees for each engagement are set in the relevant SOW. The first SOW is a fixed fee of 60,000 NZD plus a monthly support retainer of 2,500 NZD.
• Invoicing: invoices are issued monthly and are due within 20 days.
• Late payment: overdue amounts accrue interest at 1.5 percent per month.
• Expenses and taxes: pre-approved expenses are billed at cost. Fees are exclusive of GST.

5. Intellectual property

The Client owns the custom deliverables created under each SOW once that SOW is paid in full. The Provider retains ownership of its pre-existing libraries, tools, and frameworks, and grants the Client a perpetual licence to use them as built into the deliverables.

6. Confidentiality

Each party will keep the other's non-public information confidential and use it only to perform this Agreement and the SOWs under it. This obligation continues for 3 years after the relationship ends.

7. Warranties

The Provider warrants that the services will be performed with reasonable skill and care, consistent with professional standards for software development. No other warranties are given except as required by law.

8. Limitation of liability and indemnity

Each party's total liability under this Agreement is capped at the total fees paid under the relevant SOW in the 12 months before the event giving rise to the claim. Neither party is liable for indirect or consequential loss. Each party will cover third-party claims caused by its own breach. (Illustrative wording only — these clauses must be reviewed by a qualified lawyer.)

9. Termination

• For convenience: either party may terminate this Agreement with 60 days' written notice, provided no SOW is active.
• For cause: either party may terminate immediately if the other commits a material breach and does not fix it within 30 days of written notice.
• Open SOWs: if this Agreement is terminated while a SOW is active, that SOW runs to completion under these terms unless both parties agree in writing to stop it.
• On termination: the Client pays for all services delivered up to the termination date, and the Provider hands over all paid-for deliverables.
• Survival: the confidentiality, intellectual-property, and accrued-fees clauses survive termination.

10. Governing law and general

• Governing law: the laws of New Zealand.
• Dispute resolution: the parties will attempt to resolve disputes by negotiation, then mediation, before going to court.
• Assignment: neither party may assign this Agreement without the other's written consent.
• Force majeure: neither party is liable for delays caused by events genuinely beyond its control.
• Amendments: this Agreement may be changed only in writing, signed by both parties.

11. Signatures

Provider: ______________________ Name: Aroha Tane Title: Director Date: ____________

Client: ______________________ Name: James Holloway Title: Operations Manager Date: ____________