Master Service Agreement
the legal framework governing to partnership
While individual Statements of Work (SOW) define specific project tasks, this MSA establishes our long-term "Rules of Engagement."
This summary outlines the legal framework governing the partnership between IR48 and your company.
Ownership & Intellectual Property (IP)
Transfer of Rights
As outlined in our Service Level Guarantees, [Your Business] receives 100% ownership of all final "Work Product" (logos, website code, brand assets) upon receipt of final payment.
Developer Rights
IR48 retains ownership of its proprietary "tools of the trade" (pre-existing code snippets or design frameworks). We grant you a perpetual, royalty-free license to use these tools as they exist within your deliverables.
Confidentiality & Mutual NDA
Data Protection
Both parties agree to protect and keep strictly confidential all proprietary business information, including client lists, logistics pricing, and internal operational workflows.
Access Security
Our commits to industry-standard encryption and security protocols when handling your company data or server credentials.
Liability & Indemnification
Professional Indemnity
Our total liability is limited to the total amount paid for the specific project under the active SOW.
Indirect Damages
In line with standard US B2B practices, neither party is liable for indirect "consequential" damages, such as lost profits or third-party service interruptions (e.g., hosting provider outages).
Professional Warranties
Standard of Work
We warrant that all services will be performed in a professional, "workmanlike" manner according to the high standards of the US branding and development industry.
Non-Infringement
We guarantee that all creative work is original and does not infringe upon the intellectual property or trademarks of any third party.
Term, Termination & Governing Law
Continuity
This MSA remains in effect as long as there is an active SOW between our firms.
Termination Clause
Either party may terminate the relationship with 30 days' written notice. If terminated, the client pays for all milestones completed to date, and IR48 will hand over all current project files.
Governing Law
This agreement shall be governed by the laws of the global Business.