Master Services Agreement (Template)

This page sets out the shape of the Elitesgen, Inc. Master Services Agreement. Read it first; your counsel can then raise specifics before the MSA lands. Request the executable version whenever you are ready to redline.

1. Definitions

The MSA defines the key terms used across the relationship. Common definitions include Customer, Services, Order Form, Statement of Work (SOW), Customer Data, Confidential Information, Subprocessor, Documentation, and Affiliate. Definitions are written to be plain; if a term does unusual work in the contract, we call it out in a note.

2. Services

The Services are the platform described in the Documentation and scoped on the Order Form. Changes that expand scope move through a new Order Form or a SOW. Changes that deprecate functionality are communicated in advance with the notice period set by the MSA.

3. Fees, billing, and taxes

Fees are annual by default. Invoices issue on the Order Form schedule; net-30 is standard. Taxes follow the customer's jurisdiction; we collect where required and remit accordingly. Multi-year pricing escalators, where present, are disclosed on the Order Form.

4. Customer data ownership

Customer Data is and remains the Customer's property. We process it to deliver the Services, subject to the DPA. We do not sell it, we do not use it for behavioral advertising, and we do not use it to train models offered to other customers.

5. Intellectual property

We retain the platform, model, documentation, and anything we create that is not a deliverable named on the Order Form. The Customer retains its content, its users' content, and the cohort data it brings. Feedback is welcome and can be used without obligation.

6. Confidentiality

Each party protects the other's confidential information with at least the same care it uses for its own (and no less than reasonable care). Exceptions follow industry standard (publicly known, independently developed, legally compelled with notice). Confidentiality survives termination for the period named in the MSA.

7. Warranties and disclaimers

We warrant that the Services will perform materially in accordance with the Documentation. Other warranties are disclaimed to the extent allowed by law. The platform is not a substitute for clinical care, and customers deploying in clinical contexts remain responsible for their own care pathways.

8. Indemnification

We indemnify the Customer against third-party claims that the Services, as delivered, infringe third-party IP. The Customer indemnifies us against claims arising from its Customer Data, its use of the Services outside the Documentation, or its breach of the Acceptable Use Policy. Carve-outs and procedures follow the MSA's indemnity mechanics.

9. Limitation of liability

Liability caps follow a tiered structure: general cap tied to fees paid in the preceding twelve months, with supercaps (or uncapped treatment) for specific categories such as data-protection breaches, indemnity obligations, and willful misconduct. The specifics are negotiable under the Order Form but sit inside industry norms.

10. Term and termination

Terms run as stated on the Order Form. Either party may terminate for uncured material breach on 30 days' notice. Customers may terminate for convenience at the end of a term; we honor data-return and deletion commitments either way.

11. Data return and deletion

On termination, Customer Data is returned in a documented export format and deleted from our production environment within the timeframe set by the DPA (typically 30 days). Backups purge on the next rotation, with documented artifacts.

12. Governing law

Delaware law governs. Disputes go to binding arbitration in Delaware, or to the courts of that jurisdiction when arbitration is unsuitable. Public-sector engagements may substitute the customer's jurisdiction by written agreement.

13. Miscellaneous

Notices follow the addresses named on the Order Form. Assignment requires consent, except in connection with a merger or sale of substantially all assets. No-waiver, severability, and entire-agreement provisions follow standard commercial form.

Request the full PDF

We send the current MSA template, redline-ready, within one business day of a request. Email sales@elitesgen.com. The DPA is at /legal/dpa; the Acceptable Use Policy sits at /legal/acceptable-use.