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Contract & Invoice Intelligence

Paste a vendor contract or invoice. The model returns structured key terms, payment schedules, penalty triggers, renewal/notice dates, and risk flags a CFO should act on. Replaces the manual line-by-line review that creates missed obligations.

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Document Text

MASTER SERVICES AGREEMENT

This Master Services Agreement ("Agreement") is entered into as of March 15, 2025 ("Effective Date") by and between BradCo. Software Group, LLC, a Delaware limited liability company ("Customer"), and Northwind Cloud Infrastructure, Inc., a Delaware corporation ("Vendor").

1. SERVICES
Vendor shall provide managed cloud hosting, 24/7 monitoring, and tier-2 support for Customer's production environments as further described in Statement of Work #SOW-2025-014.

2. TERM
The initial term of this Agreement shall be thirty-six (36) months commencing on April 1, 2025 and ending on March 31, 2028 ("Initial Term"). Thereafter, this Agreement shall automatically renew for successive twelve (12) month terms unless either party provides written notice of non-renewal at least ninety (90) days prior to the end of the then-current term.

3. FEES AND PAYMENT
3.1 Customer shall pay Vendor a monthly recurring fee of $42,500 USD, invoiced in advance on the first business day of each calendar month.
3.2 One-time implementation fee of $85,000 USD shall be invoiced upon execution and payable Net 30.
3.3 All invoices are due Net 30 from the date of invoice. Amounts not paid when due shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law.
3.4 Annual fee escalation of 4.0% shall apply on each anniversary of the Effective Date.

4. SERVICE LEVEL AGREEMENT
4.1 Vendor guarantees 99.95% monthly uptime for production services.
4.2 If monthly uptime falls below 99.95% but above 99.5%, Customer shall receive a service credit equal to 10% of that month's recurring fee.
4.3 If monthly uptime falls below 99.5%, Customer shall receive a service credit equal to 25% of that month's recurring fee and may terminate for cause if three (3) such events occur in any rolling twelve-month period.

5. TERMINATION
5.1 Either party may terminate for material breach upon thirty (30) days written notice if such breach remains uncured.
5.2 Customer may terminate for convenience upon one hundred eighty (180) days written notice, subject to an early termination fee equal to fifty percent (50%) of the remaining contract value.

6. LIABILITY
Each party's aggregate liability under this Agreement shall not exceed the fees paid by Customer to Vendor in the twelve (12) months preceding the claim. Neither party shall be liable for indirect, consequential, or punitive damages.

7. CONFIDENTIALITY
Each party shall protect the other's confidential information for a period of five (5) years from disclosure using at least the same care it uses to protect its own confidential information.

8. DATA PROCESSING
Vendor shall comply with the Data Processing Addendum attached as Exhibit B and shall notify Customer of any security incident within seventy-two (72) hours of discovery.

9. GOVERNING LAW
This Agreement shall be governed by the laws of the State of Delaware, without regard to its conflict of laws principles. Venue for any dispute shall be in the state or federal courts located in Wilmington, Delaware.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.

BradCo. Software Group, LLC                Northwind Cloud Infrastructure, Inc.
By: Brad Zapalac                            By: Eleanor Whitfield
Title: VP of Finance                        Title: Chief Revenue Officer

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