Master Services Agreement

1. Definitions

"TenantSage™ Platform" — the governance-first RAG architecture software, including core governance engine, AI orchestration layer, containerized deployment packages, and documentation.

"Deployment Package" — production-ready container images, configuration templates, and deployment documentation provided to Client.

"License Keys" — cryptographic credentials required to activate and operate the TenantSage™ Platform.

"Authorized Users" — Client's employees, contractors, and agents authorized to access and use the Platform.

"Support Services" — technical support provided pursuant to the Support Plan selected by Client.

2. License Grant

2.1 Infrastructure License. Vendor grants Client a non-exclusive, non-transferable license to deploy and operate the TenantSage™ Platform within Client's infrastructure during the Initial Term.

2.2 Restrictions. Client shall NOT: sublicense, sell, or transfer the Platform; reverse engineer or decompile; remove proprietary notices; use beyond contracted scope; benchmark or publish comparisons without consent; or create derivative works based on the core governance architecture.

3. Fees and Payment

License Components:

• Infrastructure License: Annual recurring fee (scope-dependent)
• Deployment Services: One-time implementation fee
• Support & Maintenance: Annual support plan (Bronze / Silver / Gold)
• AI Model Integration: Optional add-on

Payment terms: Net 30 from invoice. Late payment: 1.5% per month. Multi-year discounts available.

4. Intellectual Property Rights

TenantSage™ retains all IP in the Platform, including patent-pending governance architecture, trademarks (TenantSage™, Real-Time Inheritance™, Ghost Effect™), source code, and proprietary methodologies. Source code is never disclosed. Client receives compiled container images with license validation.

Client Data: Client retains all rights to data processed by the Platform. Vendor will not disclose Client data to third parties.

5. Support and Maintenance

Bronze: Email support, business hours, next-business-day response, quarterly updates.

Silver: Email + phone support, extended hours, 4-hour response SLA, monthly updates, dedicated account manager.

Gold: 24/7 support, 1-hour response SLA, dedicated support engineer, monthly updates, on-site support available.

6. Confidentiality

The Mutual NDA is incorporated by reference. Both parties shall maintain strict confidentiality of the other's Confidential Information throughout the term and for five (5) years thereafter.

7. Data Protection and Privacy

Vendor complies with applicable privacy laws (Australian Privacy Act, PDPA Thailand, GDPR where applicable). Data Processing Addendum available upon request. Client data processed only as necessary to deliver the Platform services.

8. Warranties and Disclaimers

Vendor warrants the Platform will substantially conform to documentation for 90 days post-deployment. EXCEPT AS STATED, THE PLATFORM IS PROVIDED "AS IS." VENDOR EXCLUDES ALL IMPLIED WARRANTIES TO THE MAXIMUM EXTENT PERMITTED BY LAW.

9. Limitation of Liability

Each party's aggregate liability shall not exceed the fees paid in the 12 months preceding the claim. Neither party shall be liable for indirect, consequential, or special damages. Exceptions apply for breach of confidentiality, IP infringement, or gross negligence.

10. Term and Termination

Initial Term as specified. Auto-renews unless 90 days' written notice given. Immediate termination for material breach uncured after 30 days, insolvency, or breach of IP restrictions. Upon termination: all licenses expire, Client returns/destroys Platform materials, Vendor retains all accrued fees.

11. Governing Law

Laws of New South Wales, Australia or Laws of Thailand (as selected). Dispute resolution: senior management negotiation (30 days) → mediation (60 days) → litigation.