Master Services Agreement (Sample)
This Master Services Agreement (the “Agreement”) is between Liles Automation, a business (“Provider”), and the client identified in the Statement of Work (“Client”), effective on the date of the last signature.
1. Services
Provider will perform the services described in one or more Statements of Work (each, an “SOW”) executed under this Agreement. Each SOW lists deliverables, fees, and timing. If an SOW conflicts with this Agreement, the SOW controls for that engagement.
2. Fees & payment
Client will pay the fees in the SOW. Unless stated otherwise: setup fees are billed 50% at signing and 50% at delivery; monthly fees are billed in advance and renew monthly. Invoices are due on receipt. Past-due amounts may, after notice, result in suspension. Fees exclude taxes other than taxes on Provider's net income.
3. Term & termination
This Agreement begins on the Effective Date and continues until terminated. Either party may terminate an SOW for convenience with 30 days' written notice, or immediately for the other party's uncured material breach (10 days' notice to cure). Client's 30-day Pro guarantee is described in the Refund & Guarantee Policy. On termination, Client pays for services performed through the termination date.
4. Client responsibilities & acceptable use
Client will provide timely access, accurate information, and required approvals, and will comply with the Acceptable Use Policy, including obtaining all legally required consent before any contact is messaged and honoring all opt-outs. Client is the sender of record for messages sent on its behalf.
5. Intellectual property
Provider owns Atlas and all software, prompts, templates, and methods, and grants Client a limited, non-exclusive right to use them during the engagement. Client owns its business data and the work product generated specifically for Client. Provider may use anonymized, aggregated learnings to improve the Services.
6. Confidentiality
Each party will protect the other's confidential information with reasonable care and use it only to perform under this Agreement, excluding information that is public, independently developed, or lawfully obtained.
7. Data protection
Provider processes personal data on Client's behalf under the Data Processing Addendum, which is incorporated into this Agreement.
8. Warranties & disclaimer
Provider will perform the Services in a professional and workmanlike manner. Otherwise, and except as expressly stated in an SOW, the Services are provided “as is” and Provider disclaims all other warranties. Client acknowledges that the Services use artificial intelligence, that AI output can be inaccurate, and that Client is responsible for reviewing material output before relying on it.
9. Limitation of liability
Neither party is liable for indirect, incidental, special, consequential, or punitive damages. Provider's total aggregate liability under this Agreement will not exceed the fees Client paid Provider in the 12 months preceding the claim. These limits do not apply to Client's payment obligations, a party's indemnity obligations, or a party's fraud or willful misconduct.
10. Indemnification
Client will defend and indemnify Provider against third-party claims arising from Client's data, Client's use of the Services, or Client's failure to obtain consent or honor opt-outs as required by the Acceptable Use Policy and applicable law (including the TCPA and CAN-SPAM Act). Each party will indemnify the other for claims arising from its fraud or willful misconduct.
11. Insurance
Provider will obtain and maintain commercially reasonable insurance, including cyber liability and errors-and-omissions coverage, within 30 days of executing the first SOW, and will provide evidence of coverage on request.
12. Governing law & dispute resolution
This Agreement is governed by the laws of the State of Washington. The parties will attempt to resolve disputes informally, then by mediation in Snohomish County, Washington. Any unresolved dispute will be resolved by binding arbitration seated in Everett, Washington, or, where arbitration is unavailable, by the state and federal courts located in Snohomish County, Washington.
13. General
This Agreement and its SOWs are the entire agreement and supersede prior discussions. Neither party may assign it without consent, except to a successor in a merger or sale of assets. If any provision is unenforceable, the rest remains in effect. Notices are effective when sent to the email or address on the SOW. Neither party is liable for delays caused by events beyond its reasonable control.
Exhibit A — Statement of Work (Template)
Each engagement is documented in an SOW like the one below.
| Field | Detail |
|---|---|
| Client | [Business name, contact, email, phone] |
| Plan | Core · Pro · or Enterprise (per current pricing) |
| Scope / deliverables | [e.g., Speed-to-Lead, Follow-Up, Reactivation, Document Processing, CEO Dashboard, Voice Agent] |
| Setup fee | $[____] — 50% at signing, 50% at delivery |
| Monthly fee | $[____] / month, billed in advance, cancel anytime with 30 days' notice |
| Founders' rate | [If applicable — locked through ____] |
| Integrations | [Google, Slack, phone/SMS, CRM, etc. — connected by Client via OAuth] |
| Timeline | Kickoff [date] · Go-live target [date] |
| Guarantee | 30-day money-back on first month's Pro subscription fee |
Representative pricing: Core $1,500/mo + $2,000 setup; Pro $2,997/mo + $3,500 setup (most popular, 30-day guarantee); Enterprise custom (from $6,500/mo). Current pricing is shown on lilesautomation.com.
Signatures
The executed Agreement is signed by an authorized representative of each party. To request a current execution copy, email eric@lilesautomation.com.