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Master Services Agreement

Version: 1.0
Last updated: January 2025
Scarlett Codex LLC

1. Parties

This agreement is between Scarlett Codex LLC (Consultant) and the Client as named in any corresponding proposal or engagement email.

2. Scope of Work

Each project will be defined in a separate Statement of Work (SOW), detailing deliverables, timelines, and fees. Custom AI solutions may include:

3. Fees & Payment Terms

AI Readiness Audit: $1,500 includes 90-minute strategic session and written assessment evaluating your organization's AI readiness and immediate opportunities.

AI Strategy Assessment: $4,500 retainer includes initial scope assessment, up to 3 strategic meetings, and comprehensive AI implementation roadmap.

Implementation Projects: All custom AI development projects are quoted individually. 25% deposit required upfront for projects under $50,000.

Payment is due Net 15 from invoice unless otherwise agreed. Late payments may incur a 5% monthly fee.

All fees are exclusive of applicable taxes. Assessment investments are credited toward subsequent engagements when contracted within 90 days.

4. Intellectual Property

Unless otherwise negotiated in writing:

5. Confidentiality

Mutual non-disclosure agreement applies to all proprietary information shared during the engagement. Both parties agree to protect confidential information and use it solely for the purpose of the engagement.

6. Termination

Either party may terminate the agreement with 14 days written notice. Work completed up to termination is non-refundable. Any work-in-progress will be delivered in its current state.

7. Liability & Warranties

Scarlett Codex provides services "as-is" and is not liable for damages beyond the scope of the project fees paid. Total liability is limited to the amount paid for services in the 12 months preceding any claim.

8. Data Security & Compliance

Scarlett Codex implements industry-standard security measures for data handling. For healthcare, financial, or other regulated industry clients, additional compliance requirements will be specified in the SOW.

9. Jurisdiction & Dispute Resolution

This agreement is governed by the laws of the State of Nebraska. Any disputes will first be addressed through good faith negotiation, followed by binding arbitration if necessary.

Ready to Get Started?

This MSA serves as our baseline engagement framework. Most engagements begin with our AI Strategy Assessment ($4,500) to ensure proper scope and roadmap before implementation.

Contact: codexscarlett@gmail.com

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