Leadous Master Services Agreement

This Master Services Agreement (the “MSA”) is entered into by and between Leadous Inc., a Minnesota corporation (“Leadous”), and the customer identified in an executed Statement of Work (“Client”). Leadous and Client may each be referred to as a “Party” and collectively as the “Parties.” This MSA becomes effective when Client signs, electronically accepts, or otherwise authorizes a Statement of Work, order form, proposal, or similar document that references this MSA by title, URL, and version or effective date. A separate signature on this MSA is not required unless Leadous or Client expressly requests one in writing.

1. SERVICES

1.1 Statements of Work. From time to time, the Parties may enter into one or more statements of work, order forms, proposals, or similar written instruments that expressly reference this MSA by title, URL, and version or effective date (each, an “SOW”). Client’s signature, electronic acceptance, written approval, payment, or authorization to begin work under an SOW constitutes acceptance of this MSA and any supporting document expressly incorporated by that SOW. Each accepted SOW becomes part of this MSA and will describe the specific Services, fees, assumptions, timing, deliverables, responsibilities, and other project-specific terms applicable to that engagement.

1.2 Order of Precedence. If there is a conflict among the documents governing an engagement, the following order of precedence applies unless the applicable SOW expressly states otherwise: (a) a signed amendment to this MSA; (b) an applicable signed legal addendum; (c) an approved Change Control Request, but only with respect to the portion of the applicable SOW that it modifies; (d) the applicable SOW; and (e) this MSA. Website Terms of Service, the Trust Center, and Cookie Policy govern use of Leadous’ website and public-facing digital properties but do not override a signed MSA, SOW, CCR, or addendum.

1.3 Change Control Requests. Any request to add, remove, modify, accelerate, delay, or otherwise change the Services, scope, assumptions, staffing, schedule, deliverables, acceptance criteria, or fees must be documented in a written change control request or change order signed or electronically approved by authorized representatives of both Parties (each, a “CCR”). Leadous is not required to begin changed or additional work until the CCR is approved.

1.4 Additional Services. If Client requests services beyond the applicable SOW or approved CCR, Leadous may decline to perform such services until the Parties agree in writing. If Leadous performs additional services at Client’s request without a new fixed fee, such services will be billed on a time-and-materials basis at Leadous’ then-current rates.

1.5 Special Projects and Blocks of Hours. Unless an applicable SOW states otherwise, any special project, fixed block of hours, prepaid consulting package, implementation package, or other limited engagement automatically converts to time-and-materials billing at Leadous’ then-current rates when the contracted scope is completed, the purchased hours are exhausted, or Client requests work outside the agreed scope. Continued performance after such point does not create an obligation for Leadous to continue at the prior fixed fee or effective hourly rate.

1.6 Timing and Estimates. Any estimate, schedule, or target date is based on the assumptions and information available when provided. New estimates may be required if an SOW is not executed within thirty (30) days after Leadous signs or issues it, or if Client delays, changes, or dependencies affect the planned work.

1.7 Personnel. Leadous will use personnel it determines are suitably skilled and qualified to perform the Services and may replace or reassign personnel in its discretion, provided that Leadous remains responsible for performance of its obligations under the applicable SOW.

2. CLIENT RESPONSIBILITIES

2.1 Cooperation. Client will provide timely access to personnel, systems, accounts, data, environments, content, credentials, licenses, documentation, approvals, decisions, and other items reasonably necessary for Leadous to perform the Services.

2.2 Accuracy and Authority. Client represents that all information, instructions, data, content, and materials it provides are accurate to the best of its knowledge and that Client has all rights, licenses, notices, consents, and legal authority necessary for Leadous to use them as directed.

2.3 Delays. Leadous is not responsible for delay, rework, cost, or performance impact caused by Client’s failure to meet its responsibilities, by inaccurate or incomplete information, or by third parties outside Leadous’ reasonable control. Leadous may adjust schedules, staffing, sequencing, and fees to account for such impacts through an SOW amendment or CCR.

3. FINANCIAL TERMS

3.1 Fees. Client will pay the fees stated in the applicable SOW, CCR, invoice, or other written agreement.

3.2 Invoicing and Payment. Unless an SOW states otherwise, Leadous will invoice Client as described in the applicable SOW, and each undisputed invoice is due within fifteen (15) calendar days after the invoice date (“Net 15”). Client will pay all invoices in U.S. dollars without setoff, deduction, or withholding except as required by law.

3.3 Late Charges. Any undisputed amount remaining unpaid fifteen (15) calendar days after its due date will accrue a late charge from that date until paid at the lesser of: (a) one and one-half percent (1.5%) per month, calculated monthly or for any portion of a month; or (b) the maximum amount permitted under applicable law. If Minnesota law and the law of the state in which Client is organized or principally located impose different limits, the more restrictive limit applies.

3.4 Disputed Invoices. Client must provide written notice of a good-faith invoice dispute within ten (10) calendar days after receipt, identifying the disputed amount and the specific basis for the dispute. Client will timely pay all undisputed amounts. The Parties will work in good faith to resolve disputed amounts promptly.

3.5 Suspension. Failure to pay undisputed amounts when due constitutes a material breach. After written notice, Leadous may suspend Services, withhold deliverables, revoke access to Leadous-controlled systems or resources, and reallocate personnel until all overdue amounts and applicable charges are paid. Leadous is not liable for delays or consequences arising from a permitted suspension.

3.6 Collection Costs. To the extent permitted by law, Client will reimburse Leadous for reasonable costs incurred to collect overdue undisputed amounts, including collection-agency fees, court costs, filing fees, and reasonable attorneys’ fees.

3.7 Expenses. Unless an SOW states otherwise, Client will reimburse Leadous for reasonable and preapproved travel and out-of-pocket expenses incurred in performing the Services.

3.8 Taxes. Client is responsible for applicable sales, use, excise, value-added, and similar transaction taxes imposed on amounts payable under this MSA, excluding taxes based on Leadous’ net income, property, or employees.

4. TERM; RENEWAL; TERMINATION

4.1 Term. This MSA begins on the Effective Date and remains in effect until terminated in accordance with this Section. Termination of one SOW does not automatically terminate another SOW or this MSA.

4.2 Annual Agreements. An SOW identified as an annual agreement remains in effect for its stated annual term and renews only as stated in that SOW. Unless the SOW provides a different rule, either Party must provide at least sixty (60) calendar days’ written notice before the end of the then-current annual term to cancel or prevent renewal. A notice delivered fewer than sixty (60) days before the renewal date is effective for the next renewal period unless the Parties agree otherwise in writing.

4.3 Termination for Cause. Either Party may terminate this MSA or an affected SOW for material breach if the breaching Party fails to cure the breach within thirty (30) days after receiving written notice describing the breach. Nonpayment of an undisputed invoice may be subject to a shorter cure period stated in the applicable SOW or notice.

4.4 Insolvency. Either Party may terminate this MSA immediately if the other Party becomes subject to bankruptcy or insolvency proceedings, makes an assignment for the benefit of creditors, ceases substantial business operations, or becomes subject to control by a trustee, receiver, or similar authority, unless prohibited by applicable law.

4.5 Effect of Termination. Upon termination or expiration, Client will pay all amounts accrued through the effective date of termination, including committed fees, approved expenses, and noncancelable third-party charges. Leadous may cease Services and terminate Client’s access to Leadous-controlled systems and resources after providing any access or transition assistance required by a signed SOW.

4.6 Survival. Sections concerning payment, confidentiality, ownership, use restrictions, warranty disclaimers, liability limitations, indemnification, dispute resolution, and any other provision that by its nature should survive will remain in effect after termination.

5. CONFIDENTIALITY AND DATA HANDLING

5.1 Confidential Information. “Confidential Information” means nonpublic information disclosed by or on behalf of one Party (the “Disclosing Party”) to the other Party (the “Receiving Party”) that is designated confidential or that reasonably should be understood to be confidential based on its nature or the circumstances of disclosure.

5.2 Use and Protection. The Receiving Party will use Confidential Information only to perform or receive Services, exercise rights, or comply with obligations under the applicable agreements. The Receiving Party will protect Confidential Information using at least reasonable care and no less than the care it uses to protect its own similar information.

5.3 Exclusions. Confidential Information does not include information that the Receiving Party can document: (a) was lawfully known without restriction before disclosure; (b) becomes public through no breach of obligation; (c) is lawfully received from a third party without a duty of confidentiality; or (d) is independently developed without use of the Disclosing Party’s Confidential Information.

5.4 Required Disclosure. If disclosure is legally required, the Receiving Party may disclose only the portion required and, to the extent legally permitted, will provide prompt notice so the Disclosing Party may seek protective treatment.

5.5 Duration. Confidentiality obligations continue for five (5) years after termination, except that obligations concerning trade secrets continue for so long as the information remains a trade secret under applicable law, and obligations concerning personal information or regulated data continue for as long as required by applicable law or an applicable addendum.

5.6 Data Protection Addenda. If Leadous processes personal information, protected health information, regulated government information, or other specially protected data on Client’s behalf, the Parties will execute the applicable Data Processing Addendum, Business Associate Agreement, Security Addendum, Government Contract Addendum, or other required instrument. Such addendum applies only when executed or expressly incorporated into an SOW.

5.7 Trust Center. Leadous’ public-facing Trust Center describes Leadous’ then-current privacy, accessibility, security, responsible AI, and compliance practices. It is informational unless an SOW or addendum expressly incorporates a specific commitment. Leadous may update the Trust Center from time to time to reflect changes in law, technology, and operational practices, provided that such updates do not materially reduce a binding commitment stated in an executed agreement during the applicable term.

5.8 Cookie Policy. Leadous’ Cookie Policy governs cookies and similar technologies used on Leadous’ public website. It does not govern Client’s websites, platforms, or digital properties unless expressly stated in an SOW.

6. OWNERSHIP AND LICENSES

6.1 Client Materials. Client retains all right, title, and interest in Client’s preexisting data, content, trademarks, systems, documentation, and materials (“Client Materials”). Client grants Leadous a limited, nonexclusive license to use Client Materials only as necessary to perform the Services.

6.2 Deliverables. Upon full payment of all applicable fees, Client owns only the project-specific final deliverables expressly identified as client-owned in the applicable SOW. No ownership transfers by implication. Drafts, working files, source materials, internal notes, development materials, concepts not selected by Client, and Leadous Materials remain owned by Leadous unless the SOW expressly states otherwise.

6.3 Leadous Materials. Leadous retains all right, title, and interest in and to: (a) all materials, technology, and intellectual property owned, licensed, developed, or acquired by Leadous before or outside the applicable SOW; and (b) all reusable or generalized elements created, improved, or reduced to practice in performing the Services, including methods, know-how, frameworks, templates, tools, libraries, prompts, prompt structures, workflows, agents, connectors, scripts, code, documentation, training materials, configurations, accelerators, processes, assessments, models, taxonomies, architectures, and generalized skills or knowledge (collectively, “Leadous Materials”). Leadous may use, modify, license, commercialize, and create derivative works from Leadous Materials, provided it does not disclose Client Confidential Information or Client Materials.

6.4 Embedded Leadous Materials. To the extent Leadous Materials are incorporated into a paid deliverable, Leadous grants Client, after full payment, a perpetual, nonexclusive, nontransferable, nonsublicensable license to use those embedded Leadous Materials solely as part of the deliverable for Client’s internal business purposes. Client may not extract, separate, sell, sublicense, publish, distribute, reverse engineer, or use the embedded Leadous Materials to create a competing product, service, methodology, training offering, or commercial solution unless the applicable SOW expressly permits such use.

6.5 Residual Knowledge and Feedback. Leadous may use general ideas, concepts, techniques, experience, and know-how retained in the unaided memory of its personnel, provided such use does not disclose Client Confidential Information or Client Materials. Client may provide suggestions or feedback, and Leadous may use that feedback without restriction, provided it does not identify Client or disclose Client Confidential Information.

6.6 Publicity. Leadous will not publicly disclose confidential project details. Use of Client’s name, logo, testimonial, or engagement details for publicity requires Client’s prior written approval unless the applicable SOW states otherwise.

7. ARTIFICIAL INTELLIGENCE

7.1 AI Addendum. If the Services include material use, development, configuration, deployment, governance, evaluation, or operation of artificial intelligence systems, generative AI, machine learning, AI agents, or AI-assisted workflows, the Leadous Artificial Intelligence Services Addendum applies only when executed by the Parties or expressly incorporated into the applicable SOW.

7.2 No Implied AI Terms. In the absence of an applicable AI Addendum, nothing in this MSA authorizes either Party to submit the other Party’s Confidential Information or regulated data to a public or consumer AI service.

8. WARRANTIES; DISCLAIMERS

8.1 Mutual Authority. Each Party represents that it has the legal power and authority to enter into this MSA and any SOW it signs.

8.2 Services Warranty. Leadous warrants that it will perform the Services in a commercially reasonable and professional manner consistent with the applicable SOW. As Client’s exclusive remedy for a substantiated breach of this warranty, Leadous will use commercially reasonable efforts to reperform the materially nonconforming Services if Client provides written notice within thirty (30) days after delivery or performance.

8.3 Client Materials Warranty. Client represents that Leadous’ authorized use of Client Materials and Client instructions will not violate law or infringe the rights of a third party.

8.4 Disclaimer. EXCEPT FOR THE EXPRESS WARRANTIES IN THIS MSA OR AN APPLICABLE SOW, LEADOUS DISCLAIMS ALL EXPRESS, IMPLIED, AND STATUTORY WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, AND RESULTS. LEADOUS DOES NOT GUARANTEE ANY PARTICULAR BUSINESS, REVENUE, MARKETING, SALES, PERFORMANCE, COMPLIANCE, FUNDING, PROCUREMENT, OR TECHNOLOGY OUTCOME.

9. LIABILITY; INDEMNIFICATION; RISK ALLOCATION

9.1 Exclusion of Certain Damages. EXCEPT FOR LIABILITY THAT CANNOT LAWFULLY BE LIMITED, NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST DATA, LOSS OF USE, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATED TO THIS MSA, EVEN IF ADVISED OF THE POSSIBILITY.

9.2 Liability Cap. EXCEPT FOR LIABILITY THAT CANNOT LAWFULLY BE LIMITED AND UNLESS AN APPLICABLE ADDENDUM EXPRESSLY STATES OTHERWISE, EACH PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO AN SOW WILL NOT EXCEED THE FEES PAID OR PAYABLE TO LEADOUS UNDER THE SOW GIVING RISE TO THE CLAIM. THE PARTIES ACKNOWLEDGE THAT THIS ALLOCATION OF RISK IS A MATERIAL BASIS OF THE AGREEMENT.

9.3 Exclusions from Cap. The limitation in Section 9.2 does not apply to: (a) a Party’s gross negligence, fraud, or willful misconduct; (b) Client’s payment obligations; (c) a Party’s infringement or misappropriation of the other Party’s intellectual property rights; or (d) liabilities expressly excluded from the cap in an applicable signed addendum.

9.4 Mutual Indemnification. Each Party will defend, indemnify, and hold harmless the other Party and its officers, directors, and employees from third-party claims, damages, judgments, settlements, and reasonable legal fees arising from: (a) the indemnifying Party’s gross negligence or willful misconduct; (b) bodily injury, death, or damage to tangible property caused by the indemnifying Party; or (c) allegations that materials supplied by the indemnifying Party infringe a third party’s intellectual property rights.

9.5 Indemnification Procedure. The indemnified Party must promptly notify the indemnifying Party, allow it to control the defense and settlement, and provide reasonable cooperation. The indemnifying Party may not settle a claim in a manner that admits fault by or imposes a nonmonetary obligation on the indemnified Party without written consent.

9.6 Claim Period. To the extent permitted by law, any contractual claim arising from an SOW must be filed within one (1) year after the claimant knew or reasonably should have known of the facts giving rise to the claim, except for payment claims, confidentiality claims, intellectual-property claims, fraud, or claims for which a shorter contractual limitation is not enforceable.

10. INSURANCE

10.1 Coverage. Leadous will maintain commercially reasonable insurance appropriate to its business and the Services. Any client-specific coverage limits, additional-insured requirements, waivers of subrogation, notice periods, or certificates must be stated in the applicable SOW, Government Contract Addendum, or other signed addendum.

11. COMPLIANCE WITH LAW

11.1 General. Each Party will comply with laws applicable to its own performance under this MSA.

11.2 More Protective Legal Requirements. If a new or amended Minnesota or federal law imposes a mandatory requirement that applies to Leadous or materially affects the Services, the Parties will cooperate in good faith to implement the legally required change. If compliance materially changes Leadous’ cost, risk, or scope, the Parties will document appropriate adjustments in an amendment, SOW, or CCR.

11.3 Client Jurisdiction. Client is responsible for identifying laws, procurement clauses, industry rules, residency restrictions, or regulatory requirements unique to Client or Client’s jurisdiction unless Leadous expressly agrees in writing to assume a specified compliance obligation.

11.4 Government Requirements. Government, quasi-public, higher-education, and public-sector terms—including public-records, ethics, nondiscrimination, campaign-finance, flow-down, accessibility, security, audit, records-retention, and procurement requirements—apply only when included in an executed Government Contract Addendum, SOW, purchase order accepted by Leadous, or amendment.

12. GENERAL

12.1 Independent Contractors. The Parties are independent contractors. Nothing creates an employment, agency, partnership, franchise, fiduciary, or joint-venture relationship.

12.2 Subcontractors. Leadous may use qualified employees, contractors, and subcontractors to perform the Services and remains responsible for their performance to the same extent as if Leadous performed the applicable obligation directly.

12.3 Assignment. Neither Party may assign this MSA without the other Party’s prior written consent, which will not be unreasonably withheld. Either Party may assign this MSA without consent in connection with a merger, reorganization, sale of substantially all assets, or change of control, provided the assignee assumes the assigning Party’s obligations. Leadous may assign receivables for collection or financing purposes.

12.4 Non-Solicitation. During the term of an active SOW and for twelve (12) months thereafter, neither Party will knowingly and directly solicit for employment an employee of the other Party who materially participated in the Services, except through general advertisements or recruiting not specifically directed at that employee. If this restriction is unenforceable under applicable law, it will apply only to the maximum lawful extent.

12.5 Force Majeure. Neither Party is liable for delay or failure caused by events beyond its reasonable control, including natural disaster, fire, flood, severe weather, war, terrorism, civil unrest, labor disruption, epidemic, pandemic, government action, utility failure, internet or telecommunications outage, cyberattack, ransomware, cloud-provider failure, third-party platform outage, or supply-chain disruption. The affected Party will use commercially reasonable efforts to mitigate and resume performance.

12.6 Notices

All formal legal notices under this Agreement, including notices of default, breach, termination, non-renewal, assignment, legal claims, dispute resolution, or any other notice intended to have legal effect, shall be in writing and delivered by one of the following methods:

Unless otherwise specified in the applicable Statement of Work, legal notices to Leadous shall be addressed to:

Either Party may update its legal notice address by providing written notice in accordance with this Section.

Electronic mail, text messages, collaboration platforms, project management systems, and other electronic communications may be used for routine project communications, operational coordination, approvals, scheduling, requests for information, Change Control Requests (CCRs), invoices, purchase orders, and other day-to-day business matters. Such communications shall not constitute formal legal notice under this Agreement unless expressly agreed to in writing by both Parties.

12.7 Business Communications. The Parties acknowledge that ordinary business communications may occur through email, telephone, video conference, collaboration platforms, project management systems, electronic signature platforms, or other mutually agreed communication methods. Such communications are valid for the administration and performance of the Services but shall not replace the formal notice requirements set forth in Section 12.6.

12.8 Governing Law; Venue. Unless a signed Government Contract Addendum or SOW expressly states otherwise, this MSA is governed by Minnesota law without regard to conflicts-of-law rules. The state and federal courts located in Hennepin County, Minnesota have exclusive jurisdiction, and each Party consents to venue there.

12.9 Good-Faith Dispute Resolution. Before filing litigation, the Parties will provide written notice describing the dispute and allow knowledgeable representatives at least thirty (30) days to attempt resolution in good faith. This requirement does not prevent either Party from seeking temporary or injunctive relief to protect Confidential Information, intellectual property, systems, or data.

12.10 Waiver of Jury Trial. TO THE EXTENT PERMITTED BY LAW, EACH PARTY KNOWINGLY AND VOLUNTARILY WAIVES TRIAL BY JURY IN ANY ACTION ARISING OUT OF OR RELATED TO THIS MSA.

12.11 Severability. If any provision is held unenforceable, it will be modified to the minimum extent necessary to make it enforceable, or severed if modification is not possible, and the remaining provisions remain in effect.

12.12 No Waiver. Failure to enforce a provision is not a waiver of future enforcement.

12.13 Entire Agreement. This MSA, together with the applicable SOWs, CCRs, signed amendments, and applicable signed addenda, constitutes the entire agreement concerning the Services and supersedes prior or contemporaneous agreements on the same subject. Public website materials do not amend a signed client agreement unless expressly incorporated.

12.14 Amendments. Any amendment to this MSA must be in writing and signed or electronically accepted by authorized representatives of both Parties.

12.15 Electronic Signatures and Counterparts. This MSA, an SOW, CCR, amendment, or addendum may be executed in counterparts and by electronic signature, each of which is deemed an original and together constitute one instrument.

12.16 Headings. Headings are for convenience only and do not affect interpretation.

12.17 Construction. This MSA will be interpreted fairly and not against either Party as drafter. “Including” means “including without limitation.”

13. INCORPORATED AND OPTIONAL DOCUMENTS

13.1 Incorporation by Reference. Supporting documents may be incorporated into this MSA or an SOW by title, URL, and version, effective, or last-updated date. A document available at the referenced URL applies only when the MSA, SOW, CCR, order form, proposal, or addendum states that it applies. Leadous may maintain these documents on a non-public or access-controlled webpage. The version identified in the applicable agreement governs for that engagement unless the Parties later agree in writing to a replacement version.

13.2 Availability and Updates. Leadous will make incorporated supporting documents available at the referenced link or provide a copy upon reasonable request. Leadous may update website policies and optional addenda from time to time; however, an update will not materially reduce a binding protection or materially expand Client’s obligations during an active SOW unless required by law or accepted by Client in writing.

13.3 Applicable Documents. The following documents apply only as described:

(a) Statement of Work: applies when executed and defines the specific Services and commercial terms.

(b) Change Control Request: applies when approved and modifies or

ACCEPTANCE

This Master Services Agreement does not require a separate signature unless expressly requested by either Party.

Client accepts and agrees to be bound by this MSA by executing, electronically accepting, approving, issuing a purchase order under, making payment pursuant to, or authorizing Leadous Inc. to commence work under a Statement of Work, proposal, order form, Change Control Request, or other written document that expressly incorporates this MSA by reference, including its title, version or effective date, and URL, where applicable.

Electronic signatures, electronic records, and electronic acceptance have the same legal force and effect as original handwritten signatures to the fullest extent permitted by applicable law.