Master Services Agreement
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Agreement version 2026-09-04
MASTER SERVICES AGREEMENT
This Master Services Agreement is entered into between the Client, identified by the Full Legal Name entered below, and Shiftmind Studios LLC, a Delaware limited liability company, doing business as Shiftmind Build, the Studio.
1. Purpose and Structure
This Agreement establishes the commercial and legal terms under which the Studio will build a software product for the Client. The specific technical scope, in-scope and out-of-scope features, and acceptance criteria are not defined in this Agreement, they will be delivered as a Technical Blueprint, and become binding only once the Client accepts a Scope Addendum referencing that Blueprint. Until a Scope Addendum is accepted, the Studio has no obligation to perform any development work, and the 10-day build clock has not started.
2. Fees and Payment Schedule
Total price 2490 US dollars, payable in two installments. (a) 150 US dollars, Technical Blueprint fee, paid before this Agreement is signed, fully credited toward the total price. (b) 2340 US dollars, due on working day 10 of the build counted from Scope Addendum acceptance, upon final delivery, this unlocks full transfer of ownership under Section 4. The Client owes nothing beyond (a) unless and until it accepts the completed product. The Studio performs and finances the entire build before any amount under (b) becomes due; in exchange, the consequences of a declined build are those set out in Section 4ter, which the Client acknowledges it has read. If the Client declines under Section 3bis, no further amount is due, the 150 US dollars paid under (a) are not refunded, and nothing is delivered or transferred.
2bis. Evaluation Access Before Payment
From the Effective Date until the Acceptance Decision, the product is built, deployed and hosted entirely on infrastructure, repositories, cloud projects and third-party accounts owned and controlled by the Studio, and is populated only with synthetic test data. The Studio grants the Client a limited, revocable, non-exclusive, non-transferable right to access the running product for the sole purpose of evaluating it under Section 3bis. This right is not a licence to the Deliverables, grants no ownership of any kind, and ends automatically on the earlier of the Acceptance Decision or the expiry of the Decision Period. The Studio may suspend or disable that access at any time after that point. Before the payment under Section 2(b) is received in full, the Client is not entitled to, and will not receive, the source code, the repositories, the cloud project, the build artefacts, the deployment materials or the domain. The Client will not copy, decompile, reverse-engineer, scrape or otherwise reproduce the product or any part of it, will not put it in front of end users, and will not use it in production or derive commercial benefit from it. Any such use is an acceptance of the product under Section 3bis and makes the payment under Section 2(b) immediately due.
3. Blueprint and Scope Addendum
Within 48 business hours of this Agreement's Signing Date, the Studio will deliver a Technical Blueprint based on the Client's Project Specification answers. The Client may accept the Blueprint's scope as-is via the Scope Addendum, or raise questions in writing first. Once accepted, the Scope Addendum's date becomes the Effective Date for all timeline and revision terms described there. This Agreement's other terms remain in force from the Signing Date above, independent of when or whether a Scope Addendum is later accepted. If no Scope Addendum is accepted within 30 days of this Agreement's Signing Date, either Party may terminate this Agreement in writing, without further obligation beyond amounts already due under Section 2(a).
3bis. The Acceptance Decision
On the final day of the build the Studio notifies the Client in writing that the product is complete and available for the Client's decision. The Client then has 5 business days, the Decision Period, to notify the Studio in writing that it either accepts the product, in which case the payment under Section 2(b) becomes due and Section 4 applies, or declines the product, in which case Section 4ter applies. The decision is the Client's alone, is made at its sole and unconditional discretion, and requires no justification. The Studio may ask for the Client's reasons and the Client may decline to give them. No condition, milestone, acceptance criterion or quality standard limits this right. If the Client gives no written notice within the Decision Period and has not used the product as described in Section 2bis, the product is deemed declined and Section 4ter applies. Silence is never treated as a purchase.
4. Ownership and Intellectual Property Transfer
Upon (a) receipt of the full 2490 US dollar total price, and (b) final delivery of the completed product as defined in the accepted Scope Addendum, all right, title, and interest in and to the source code, designs, and other deliverables created specifically for the Client under this Agreement, the Deliverables, transfer fully and exclusively to the Client. Neither the Studio, nor Shiftmind Studios, Shiftmind Build, nor any of their associated brands, entities, or affiliates, retain any ownership interest, license, or claim over the Deliverables following this transfer, with the sole exception of the Studio's own pre-existing general-purpose tools, boilerplate, and libraries that were not created specifically for the Client, which the Studio may continue to reuse in other projects.
4ter. Declined Build
If the Client declines under Section 3bis, or the product is deemed declined: (a) No further payment. The Client owes nothing beyond the Blueprint fee under Section 2(a), which is not refunded, and the Studio has no claim for the build. (b) No delivery and no transfer. No transfer occurs under Section 4. The Client receives no source code, no repository, no cloud project, no deployment materials and no continuing access, and any access granted under Section 2bis ends immediately. (c) The Studio keeps the work it produced. All right, title and interest in the source code, designs, configuration and other materials written by the Studio remain with the Studio, which may retain, adapt, reuse and build upon them for its own purposes, including as the basis of products for other clients and as a demonstration of the Studio's own capabilities. This right exists because the Studio performed and financed the entire build before any payment for it became due, and the Client acknowledges that this is the consideration for being able to decline without paying for the work. (d) The Client's identity is removed within 10 business days. The Studio will permanently delete from everything it retains, and from every copy and backup it controls, the Client's name, trade marks, logos, brand assets, colour palette, domain names, copy and any content supplied by the Client, all data supplied by or on behalf of the Client or its end users, and anything else that identifies the Client or its business. The Studio will not state or imply, publicly or to any third party, that the retained work was built for the Client, and will not identify the Client as a customer, former customer or prospective customer. On the Client's written request the Studio will confirm in writing that this removal is complete. (e) The Client keeps its idea. Nothing in this Section transfers to the Studio, or restricts in any way, the Client's underlying business idea, concept, requirements, specifications, trade marks, goodwill or Confidential Information. The Client remains free to build, commission or operate the same product with any other party, at any time, with no obligation to the Studio. (f) Confidentiality survives and takes precedence. Section 6 continues to apply in full to everything the Studio retains. The right in (c) is a right to reuse the software the Studio itself wrote, and is not a right to use, disclose or exploit the Client's Confidential Information. Where (c) and Section 6 conflict, Section 6 governs. (g) No use of the retained work against the Client. For 12 months after a declined build, the Studio will not use the retained work to build a product for a direct competitor of the Client that the Client identified to the Studio as such during this engagement. This does not restrict the Studio from serving any other client, industry or market, or from operating in the Client's general sector.
5. Completion and No Further Obligation
Once the conditions in Section 4 are met and the Deliverables are transferred, the Studio's obligations under this Agreement are complete, other than the Support Period described in the accepted Scope Addendum. Any future work requires a new, separately scoped written agreement between the Parties.
6. Confidentiality
Each Party agrees to keep confidential all non-public technical, business, financial, and product information disclosed by the other Party in connection with this Agreement, including information disclosed through the free wizard, the Project Specification, or any other written correspondence, whether before or after this Agreement's Signing Date, and to use it only for purposes of this engagement. This obligation survives for 2 years from the Signing Date. Confidential information does not include information that is or becomes public through no fault of the receiving Party, was already known to the receiving Party before disclosure, or is independently developed without reference to the disclosing Party's information. Either Party may disclose confidential information if legally compelled to do so, provided it gives the other Party prompt notice where legally permitted. Either Party may seek injunctive relief in addition to any other remedy for a breach of this Section.
7. No Exclusivity
This Agreement does not restrict the Studio from providing services to other clients, including those in the same industry, provided the Studio does not use the Client's Confidential Information in doing so.
8. Independent Contractor Relationship
The Studio is an independent contractor, not an employee, agent, partner, or joint venturer of the Client. Nothing in this Agreement or in the Studio's marketing materials creates a legal partnership, employment, or agency relationship between the Parties.
9. Non-Payment and Termination
If the Client fails to make a payment under Section 2 within 7 days of its due date, the Studio may pause all work until payment is received, and the corresponding deliverable will not be released. If a payment remains outstanding for more than 14 days past its due date, the Studio may terminate this Agreement. In that case, no ownership transfer under Section 4 occurs, and amounts already paid are non-refundable, covering work already performed.
10. Limitation of Liability
The Studio's total liability under this Agreement is limited to the total fees paid by the Client under this Agreement. Neither Party is liable for indirect, incidental, or consequential damages.
11. Governing Law
This Agreement is governed by the laws of the State of Delaware, without regard to conflict-of-law principles.
12. Entire Agreement
This Agreement, together with any Scope Addendum accepted under Section 3, constitutes the entire agreement between the Parties regarding its subject matter and supersedes any prior discussions or understandings.
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