Master Services Agreement

This Master Services Agreement (the “MSA”) is between the two parties named in the Key Terms below. It sets the legal terms for all work that coderband does for the Client. Each project is then described in a Statement of Work or an Order.

Key Terms

Item	Detail
Effective Date	2026-10-08
coderband	coderband LLC, a Wyoming limited liability company (Wyoming filing ID 2025-001816694), of 75 E 3rd St, Ste 7, Sheridan, WY 82801, USA, trading as “coderband”
Client	____________, a ____________ organized under the laws of ____________ (registration no. ____________), of ____________
Notice email for coderband	[email protected]
Notice email for Client	____________
Dispute resolution (Section 20)	____________ (Option A is the default; use Option B only in a negotiated deal, then delete the other) - [ ] Option A: Courts (default). State or federal courts in Sheridan County, Wyoming - [ ] Option B: Arbitration (negotiated deals only). Administered by the International Centre for Dispute Resolution (ICDR), seated in Sheridan, Wyoming
Placement fee (Section 18.3)	25% of first-year gross compensation
Business Day holidays	US federal public holidays
coderband time zone	Central European Time (CET/CEST)

1. Definitions and interpretation

1.1 Definitions. In this Agreement:

“Affiliate” means any entity that controls, is controlled by, or is under common control with a party, where “control” means owning more than 50% of the voting interests or otherwise directing its management.
“Agreement” means this MSA (including the Key Terms), every SOW and Order made under it, the DPA where it applies, and every approved Change Request.
“Background IP” means all code, libraries, components, tools, templates, scripts, checklists, frameworks, methods and know-how that coderband or its Affiliates owned or licensed before the relevant SOW or Order, or develop independently of the Services, and any general improvements to them that do not contain Client Confidential Information. Examples include our audit checklists and severity rubric, and the generic parts of our evaluation, telemetry and benchmarking tooling.
“Business Day” means Monday to Friday, excluding the public holidays stated in the Key Terms.
“Change Request” means a written change to an SOW or Order agreed under Section 5.
“Client Delay” has the meaning in Section 4.3.
“Client Materials” means everything the Client or its contractors provide to coderband for the Services, including code, data, designs, content, credentials, documentation and specifications.
“Confidential Information” has the meaning in Section 10.1.
“Deliverables” means the items coderband must deliver under an SOW or the Offer Terms, such as source code, configurations, reports, documentation, evaluation harnesses and quotes.
“Deposit” means any part of a Fee that is payable before work starts, including a Fee payable 100% upfront.
“DPA” means coderband’s Data Processing Addendum, as attached to this MSA or published at https://coder.band/dpa on the date of the relevant SOW or Order.
“Fees” means the amounts payable for the Services under an SOW or Order.
“Guarantee” means an offer-specific refund promise set out in the Offer Terms.
“Offer” means any of: AI-App Rescue Audit, Stabilization Sprint, AI Feature Sprint, GPU Inference Speed Audit, Agency Partner Capacity, Senior Team Retainer, or a custom engagement described in an SOW.
“Offer Terms” means the scope, timing, payment, refund and Guarantee terms for an Offer, as set out in Section 3 of the Terms of Engagement version named in the SOW or Order (or, if none is named, the version in effect on the date of the SOW or Order), as changed by that SOW.
“Order” means a purchase of an Offer made through a Stripe Payment Link, Stripe Checkout or a Stripe invoice that refers to this Agreement or to the Terms of Engagement.
“Personal Data” has the meaning given in the DPA.
“Personnel” means a party’s employees, officers and individual contractors. For coderband, it includes the vetted individual contractors (some of them located in North Macedonia) and the subcontractors through which it performs the Services (Section 17.2), and their staff.
“Review Period” has the meaning in Section 6.2.
“Services” means the work coderband performs under an SOW or Order.
“SOW” means a Statement of Work signed by both parties that refers to this MSA.
“Terms of Engagement” means coderband’s public terms published at https://coder.band/terms.
“Third-Party Materials” means software, open-source components, models, APIs, SDKs, services, datasets and other materials not owned by coderband or the Client.

1.2 Interpretation. “Including” means “including without limitation”. Headings are for convenience only. “Written” and “in writing” include email and e-signature, but not chat messages, except where this Agreement expressly allows chat. Unless an SOW says otherwise, all amounts are in US dollars and all times are in coderband’s time zone stated in the Key Terms. A period stated in hours (for example, the 72 hours for an AI-App Rescue Audit) runs in consecutive calendar hours, including weekends and holidays.

2. How this Agreement works

2.1 Framework. This MSA does not by itself oblige either party to buy or provide any Services. Services are bought through an SOW or an Order.

2.2 SOWs. Each SOW describes one project: its objectives, scope, Deliverables, timeline, acceptance criteria, Fees and any Guarantee. An SOW binds both parties once both have signed it.

2.3 Orders. When the Client buys an Offer through an Order while this MSA is in force, the Order is governed by this MSA and the Offer Terms, not by the general sections of the Terms of Engagement.

2.4 Offer Terms. Where an SOW or Order is for a named Offer, the Offer Terms for that Offer form part of it. An SOW may change the Offer Terms only by saying so expressly.

2.5 Order of precedence. If documents conflict, the following order applies, from highest to lowest:

the DPA, but only for the processing of Personal Data;
an approved Change Request, for the items it changes;
the SOW or Order, including the Offer Terms, but only for that project and only where it expressly overrides this MSA;
this MSA;
any other document, such as a purchase order or vendor terms. The Client’s own purchase-order or vendor-portal terms do not apply, even if coderband accepts or signs them.

3. Services

3.1 Standard of work. coderband will perform the Services with reasonable skill and care, using appropriately senior Personnel, in line with generally accepted industry practice for professional software development.

3.2 Project contacts. Each party will name a project contact in the SOW or Order. Day-to-day communication may take place by email, chat or video call. Changes to scope, Fees or timelines need a Change Request (Section 5).

3.3 Security commitments. coderband will:

(a) keep code in the Client’s repositories from the first day of work, unless the SOW says otherwise;
(b) ask only for the least-privilege access it needs, and prefer read-only and time-limited access where that is enough;
(c) use multi-factor authentication on the accounts its Personnel use to access Client systems;
(d) never put secrets or credentials in source code, tickets or chat. Secrets go into the Client’s secret manager or are shared by another encrypted method the parties agree;
(e) avoid copying Client production data to its own systems, except where an SOW requires it. Any copies are deleted when no longer needed; and
(f) within 5 Business Days after an SOW ends, ask the Client to revoke coderband’s access and delete any Client Materials it holds, except as Section 10.5 allows.

These are working commitments. coderband does not claim any security certification or attestation, and nothing in this Agreement is a representation that it holds one.

3.4 AI-assisted tools. coderband may use AI-assisted development tools. It will only use tools whose terms prohibit the provider from training models on the Client’s code or data, and a senior engineer will review all code before it is delivered. The Client may forbid the use of such tools in an SOW. That may change the timeline and Fees.

3.5 Third-party services and costs. The Client will hold, in its own name, the accounts for the services its product uses, such as cloud hosting, LLM and other model APIs, GPU compute, databases and monitoring. The Client pays those providers directly. coderband is not responsible for third-party price changes, outages, rate limits, model changes or deprecations.

4. Client responsibilities

4.1 Access. The Client will give coderband the access described in the SOW or Order (for example repositories, cloud consoles, staging environments, model and API accounts) within 1 Business Day after the SOW is signed or the Order is paid, and will keep that access working for the length of the project.

4.2 Cooperation. The Client will make a decision-maker available, answer questions within 1 Business Day, attend scheduled demos and reviews, and provide Client Materials that are accurate and that the Client has the right to share.

4.3 Client Delay. If the Client does not do something it has to do under this Agreement (a “Client Delay”), every coderband deadline that depends on it moves by at least the length of the delay. coderband may also reschedule the remaining work to its next available slot. If a Client Delay lasts more than 10 Business Days, coderband may treat the project as paused under Section 7.6, and it may invoice for work performed to date.

4.4 Client’s systems. The Client is responsible for its own backups, production change approvals, end-user communication and legal compliance of its product. The Client decides whether and when to deploy Deliverables to production, unless the SOW says coderband will deploy.

5. Change Requests

5.1 Process. Either party may propose a change to an SOW or Order. coderband will reply within 2 Business Days with a written Change Request, using its change-request template, setting out the effect on scope, Deliverables, timeline, Fees and acceptance criteria.

5.2 Approval. A Change Request binds the parties once both approve it in writing. Approval may be by e-signature, or by an email from each party’s project contact that says “approved” and refers to the Change Request number.

5.3 No change without approval. Until a Change Request is approved, coderband will continue to work under the existing SOW. coderband is not required to do work outside the agreed scope, and the Client is not required to pay for unapproved extra work.

5.4 Frozen scope. Where the Offer Terms freeze scope at a set point (for example, day 2 of an AI Feature Sprint), changes after that point are handled only by a Change Request or by a separate SOW.

6. Delivery and acceptance

6.1 Delivery. A Deliverable is delivered when coderband makes it available to the Client: by merging or pushing it to the Client’s repository, deploying it to the agreed environment, or sending a report, and notifying the Client in writing that it is ready for review.

6.2 Review Period. The Client has 5 Business Days after delivery (the “Review Period”) to check whether the Deliverable meets the acceptance criteria in the SOW or Offer Terms.

6.3 Rejection. To reject a Deliverable, the Client must send a written notice within the Review Period that describes, in enough detail to reproduce it, each way the Deliverable fails to meet the acceptance criteria. coderband will then fix those failures and redeliver. A new Review Period of 5 Business Days then applies, but only to the fixes. Requests that go beyond the acceptance criteria are Change Requests, not grounds for rejection.

6.4 Deemed acceptance. A Deliverable is accepted on the earliest of:

(a) the Client’s written acceptance;
(b) the end of the Review Period without a valid rejection notice; or
(c) the Client’s use of the Deliverable in production for any purpose other than testing.

6.5 Reports. For audits and other reports, the acceptance criteria are that the report covers the scope stated in the Offer Terms or SOW. Disagreement with coderband’s professional findings is not a ground for rejection, but coderband will correct factual errors that the Client points out within the Review Period.

7. Fees, invoicing and payment

7.1 Fees. The Client will pay the Fees set out in the SOW, the Order or the Offer Terms. Fees are fixed unless the SOW says they are time-based.

7.2 Payment methods. Payments are made through Stripe, either by card at checkout or by paying a Stripe invoice using a method shown on the invoice. coderband does not receive or store full card details.

7.3 Invoices. Unless the Offer Terms or SOW say otherwise:

(a) Deposits are invoiced when the SOW is signed and must be paid before work starts. Work is scheduled once the Deposit is paid;
(b) balance payments are invoiced on delivery; and
(c) every invoice is due within 7 days of its date (net 7).

If the Client gives a valid rejection notice under Section 6.3 for a Deliverable that triggers a balance payment, the due date of that balance invoice moves to 7 days after the redelivered Deliverable is accepted.

7.4 Deposits. Deposits are non-refundable, except:

(a) under a Guarantee (Section 8);
(b) where coderband ends an SOW for convenience (Section 16.4), or the Client ends it for coderband’s uncured material breach (Section 16.5), in which case coderband refunds prepaid Fees for work not performed; or
(c) under Section 19.3 (force majeure); or
(d) where the Offer Terms expressly provide for a refund, such as the size-check refund for an AI-App Rescue Audit or the refund of hours that coderband did not deliver.

7.5 Late payment. Overdue amounts carry a late fee of 1.5% per month (or the highest rate allowed by law, if lower) from the due date until paid. The Client will also pay reasonable costs of collecting overdue amounts, including legal fees.

7.6 Pausing work. If any undisputed amount is more than 7 days overdue, coderband may pause all work under this Agreement after giving 2 Business Days’ written notice. During a pause, every deadline moves by the length of the pause plus a reasonable time to restart, and any Guarantee that depends on a deadline is suspended. A pause is not a breach by coderband.

7.7 Disputed amounts. If the Client disputes an invoice in good faith, it must tell coderband in writing before the due date and explain why, and must pay the undisputed part on time. The parties will try to settle the dispute within 10 Business Days.

7.8 Taxes. Fees do not include taxes. The Client pays all sales, use, value added, goods and services and similar taxes on the Services, except taxes on coderband’s income. Where the reverse-charge mechanism applies (for example, to most business clients in the EU and UK), the Client accounts for the VAT itself. If the law requires the Client to withhold tax from a payment, the Client will increase the payment so that coderband receives the full invoiced amount, unless the parties agree otherwise in writing.

7.9 Chargebacks. Before opening a card dispute or chargeback, the Client will first raise the issue with coderband in writing and give it 10 Business Days to resolve it. A chargeback of an amount that is properly owed is a breach of this Agreement, and the amount stays payable together with any dispute fees Stripe charges.

7.10 Expenses. coderband will not charge expenses unless the SOW allows them or the Client approves them in writing in advance.

8. Guarantees and refunds

8.1 Only offer-specific Guarantees. Refunds are available only under a Guarantee in the Offer Terms or SOW, or in the other cases listed in Section 7.4. There are no other refunds, whether for change of mind or otherwise.

8.2 Conditions. A Guarantee applies only if:

(a) the Client has paid the amounts due at that point;
(b) the Client has given the access and cooperation required by Section 4 and the Offer Terms; and
(c) the Client claims the Guarantee within the window stated in the Offer Terms, where a claim is needed. Some Guarantees are paid automatically, without a claim.

8.3 How refunds are paid. coderband will:

(a) start each refund within 5 Business Days after it becomes due;
(b) refund the full amount paid, without deducting Stripe’s processing fees (which Stripe does not return on refunds); and
(c) refund to the original payment method through Stripe. Stripe can only refund to the method used for the original payment.

Card refunds usually appear on the Client’s statement within 5 to 10 business days, depending on the bank. If Stripe cannot complete a refund (for example, because the card has been closed), coderband will pay the refund by bank transfer to an account that the Client names in writing.

8.4 Effect of a Guarantee refund. When coderband refunds a Fee in full under a Guarantee, the Client receives no ownership of, or licence to, the Deliverables and work product paid for by that Fee, unless the Offer Terms say the Client keeps them. Where the Offer Terms say the Client keeps nothing, the Client will:

(a) stop using that work product;
(b) let coderband remove it, or remove it itself, from the Client’s repositories and environments; and
(c) confirm in writing within 5 Business Days that it has done so.

If the Client later uses any of that work product, the full Fee for it becomes payable, and Section 9.2 then applies to it.

8.5 Credits. Where the Offer Terms grant a credit (for example, the AI-App Rescue Audit fee credited toward a Stabilization Sprint), the credit can only be used as stated, cannot be exchanged for cash and cannot be transferred. A Fee that has been refunded under a Guarantee cannot also be credited.

8.6 Exclusive remedy. A Guarantee refund is the Client’s only remedy for the event the Guarantee covers. This does not limit the Client’s rights for other breaches of this Agreement.

9. Intellectual property

9.1 Client Materials. The Client keeps all rights in the Client Materials. The Client grants coderband and its Personnel a non-exclusive licence to use the Client Materials only to perform the Services.

9.2 Assignment on payment. When the Client has paid in full the Fees for a Deliverable, coderband assigns to the Client all of its rights, title and interest in that Deliverable, including copyright, except Background IP and Third-Party Materials. This assignment happens automatically on payment, without any further document.

9.3 Before payment. Until a Deliverable has been paid for in full, coderband grants the Client a non-exclusive, non-transferable licence to use it for review and testing only. This applies even though the code is already in the Client’s repository.

9.4 Background IP. coderband keeps all rights in its Background IP. Where Background IP is included in a paid Deliverable, coderband grants the Client a perpetual, irrevocable, worldwide, non-exclusive, royalty-free licence to use, copy, modify and distribute that Background IP as part of the Deliverable, or of the Client’s products that include it. The Client may sublicense this licence to its Affiliates, contractors and customers, and may transfer it together with the Deliverable. The Client may not sell or license the Background IP on its own, separately from the Deliverable.

9.5 Open source and Third-Party Materials. Third-Party Materials are licensed to the Client under their own licences, and those licences apply instead of this Section 9. coderband will list material open-source components in the Deliverable’s documentation or in the dependency manifests. coderband will not, without the Client’s written approval, add any component under a licence that would require the Client to publish or license its proprietary source code (for example, GPL or AGPL in a distributed or network-served product).

9.6 Know-how. Each party may freely use the general skills, knowledge and experience its Personnel gain during the Services, as long as it does not disclose the other party’s Confidential Information or infringe its intellectual property.

9.7 Moral rights and further steps. To the extent the law allows, coderband will ensure that its Personnel waive, or agree not to assert, any moral rights in the Deliverables. Each party will sign any further documents that are reasonably needed to record or perfect the assignment in Section 9.2, at the requesting party’s cost.

9.8 Personnel and subcontractors. coderband will ensure, through written agreements with its Personnel, including each individual contractor and subcontractor, that all rights in the Deliverables vest in coderband, so that coderband can assign them under Section 9.2.

10. Confidentiality

10.1 Definition. “Confidential Information” means non-public information that one party (the “Discloser”) shares with the other (the “Recipient”) in connection with this Agreement, and that is marked as confidential or that a reasonable person would understand to be confidential. It includes Client code, data, credentials, product plans, and the terms and pricing of any SOW.

10.2 Exclusions. Confidential Information does not include information that:

(a) is or becomes public through no fault of the Recipient;
(b) the Recipient already knew without a duty of confidence;
(c) the Recipient receives lawfully from a third party without a duty of confidence; or
(d) the Recipient develops independently without using the Discloser’s information.

10.3 Obligations. The Recipient will:

(a) use Confidential Information only for this Agreement;
(b) protect it with at least reasonable care; and
(c) share it only with its Personnel, Affiliates, subcontractors and professional advisers who need to know it and who are bound by confidentiality duties at least as protective as this Section 10.

The Recipient is responsible for any breach by them.

10.4 Required disclosure. The Recipient may disclose Confidential Information when the law or a court requires it. If the law allows, the Recipient will first give the Discloser notice and reasonable help to seek protection, and will disclose only what is required.

10.5 Return and deletion. When an SOW ends, or on written request, the Recipient will return or delete the Discloser’s Confidential Information. It may keep copies that are held in routine backups until they are overwritten, or that the law requires it to keep. Any copies it keeps remain subject to this Section 10.

10.6 Duration. This Section 10 applies during the Agreement and for 3 years after it ends. For trade secrets and for credentials, it applies for as long as they remain confidential.

10.7 Remedies. A breach of this Section 10 may cause harm that money cannot adequately remedy, so the Discloser may seek injunctive relief in any competent court, in addition to its other remedies.

10.8 Existing NDA. If the parties have signed a mutual NDA, this Section 10 replaces it from the Effective Date for information shared under this Agreement. Information shared under the NDA before the Effective Date remains protected by the NDA.

11. Data protection and security

11.1 DPA. Where coderband processes Personal Data on the Client’s behalf that is subject to the EU GDPR, the UK GDPR or the Swiss Federal Act on Data Protection, the DPA forms part of this Agreement and applies automatically. In that case, the Client is the controller (or a processor acting for its own customer) and coderband is its processor (or sub-processor). The DPA covers sub-processors, including coderband’s contractors located in North Macedonia, and international transfers.

11.2 Data minimization. The Client will give coderband access to Personal Data only where the Services need it. Where it reasonably can, the Client will provide staging environments, test data or anonymized data instead of production data.

11.3 Security. coderband will apply the commitments in Section 3.3 and the security measures in the DPA.

11.4 Incidents. coderband will tell the Client without undue delay, and in any case within 48 hours, after it becomes aware of unauthorized access to Client systems or Client Confidential Information through coderband’s accounts or Personnel. The DPA sets out the additional steps that apply to Personal Data breaches.

12. Warranties

12.1 Mutual. Each party warrants that it has the authority to enter into this Agreement and that doing so does not breach any other agreement that binds it.

12.2 coderband’s warranty. coderband warrants that:

(a) the Services will be performed in line with Section 3.1;
(b) each Deliverable will materially meet its acceptance criteria when it is delivered and for 14 days after acceptance (the “Warranty Period”), or for any longer period stated in the Offer Terms; and
(c) to its knowledge, the Deliverables (excluding Client Materials and Third-Party Materials) will not contain malicious code.

12.3 Remedy. If the Client reports a breach of Section 12.2(b) in writing during the Warranty Period, coderband will fix the Deliverable or re-perform the Services at no extra charge. If coderband cannot do so within a reasonable time, it will refund the Fees paid for the non-conforming part. This is the Client’s only remedy for a breach of Section 12.2(b).

12.4 Exclusions. The warranty does not cover problems caused by:

(a) changes made by anyone other than coderband;
(b) Client Materials, Third-Party Materials, or changes in third-party services or models;
(c) use other than as documented; or
(d) environments that the Client did not make available for testing.

12.5 Client’s warranty. The Client warrants that it has all the rights, consents and lawful bases needed to provide the Client Materials (including any Personal Data) to coderband for the Services.

13. Disclaimers

13.1 General. Except as expressly stated in this Agreement, the Services and Deliverables are provided “as is”. Each party disclaims all other warranties, express or implied, including merchantability, fitness for a particular purpose, and non-infringement, to the fullest extent the law allows.

13.2 Audits and reviews. Audits, reviews and profiling are point-in-time professional assessments of the materials and access provided. They are not penetration tests, certifications or legal compliance opinions, and they do not guarantee that every vulnerability, defect or cost issue has been found. Estimates of future savings or performance are estimates. Only results expressly measured under the Offer Terms count as measured.

13.3 AI systems. Outputs of large language models and other machine-learning systems are probabilistic. They can be inaccurate, inconsistent or unsafe, and they can change when providers update their models. coderband does not warrant any particular model output. Its obligations for AI features are limited to the acceptance criteria and evaluation thresholds agreed in writing. The Client is responsible for how AI outputs are used in its product, including human review where appropriate.

13.4 No compliance claims. coderband does not represent that it, the Services or the Deliverables comply with any particular certification or industry standard, unless an SOW expressly says so.

14. Indemnities

14.1 By coderband. coderband will defend the Client against any third-party claim alleging that a paid Deliverable, as delivered, infringes that third party’s copyright or misappropriates its trade secret. coderband will also pay the damages and costs finally awarded against the Client, or agreed in a settlement that coderband approves. This does not apply to claims caused by:

(a) Client Materials or Third-Party Materials;
(b) changes not made by coderband;
(c) combination with items coderband did not supply; or
(d) use in breach of this Agreement.

If a Deliverable is, or is likely to be, subject to such a claim, coderband may, at its option: modify it so that it does not infringe; obtain the right for the Client to keep using it; or, if neither is reasonably possible, refund the Fees paid for it.

14.2 By the Client. The Client will defend coderband and its Affiliates against any third-party claim arising from:

(a) the Client Materials;
(b) the Client’s products and services, and their use, including AI outputs shown to the Client’s users;
(c) the Client’s breach of law or of Section 12.5; or
(d) work coderband performed following the Client’s specific written instructions.

The Client will also pay the damages and costs finally awarded against coderband, or agreed in a settlement that the Client approves.

14.3 Procedure. The party claiming protection will:

(a) notify the other party promptly in writing;
(b) let it control the defence and settlement; and
(c) give reasonable help at the other party’s cost.

No settlement may admit fault for, or impose obligations on, the protected party without its consent, which it may not withhold unreasonably.

14.4 Exclusive remedy. This Section 14 is each party’s only remedy for the third-party claims it covers.

15. Limitation of liability

15.1 Excluded losses. Neither party is liable for any indirect, incidental, special, consequential or punitive damages, or for loss of profits, revenue, business, goodwill or data, however caused, even if it was told they were possible.

15.2 Cap. Each party’s total liability arising out of or relating to this Agreement is limited to the total Fees the Client paid to coderband under this Agreement in the 6 months immediately before the event giving rise to the claim. This cap applies to all claims combined, whether in contract, tort (including negligence), under an indemnity or otherwise.

15.3 Exceptions. Sections 15.1 and 15.2 do not limit:

(a) the Client’s obligation to pay Fees and other amounts due;
(b) liability for fraud, gross negligence or wilful misconduct; or
(c) any liability that cannot be limited or excluded by law, including liability for death or personal injury caused by negligence.

15.4 Basis of the bargain. The Fees reflect this allocation of risk. Each party has had the chance to take legal advice on this Section 15.

16. Term and termination

16.1 Term. This MSA starts on the Effective Date and continues until either party ends it under this Section 16.

16.2 Ending the MSA. Either party may end this MSA by giving 30 days’ written notice. Any SOW or Order that is still active continues under this MSA until it ends, unless it is also ended under this Section 16.

16.3 Client ending an SOW for convenience. The Client may end an SOW or Order at any time by giving written notice, subject to any specific rule in the Offer Terms (for example, the AI Feature Sprint stop right or the Retainer cancellation terms). The Client will then pay:

(a) the Deposit, which coderband keeps;
(b) for fixed-fee work, the greater of the Deposit and the share of the Fee that matches the Business Days elapsed in the agreed timeline;
(c) for time-based work, the hours performed; and
(d) any non-cancellable third-party costs the Client approved.

16.4 coderband ending an SOW for convenience. coderband may end an SOW by giving 10 Business Days’ written notice. In that case, it will deliver the work in progress and refund any prepaid Fees for work not performed.

16.5 Termination for cause. Either party may end this Agreement, or an affected SOW, immediately by written notice if:

(a) the other party materially breaches it and does not cure the breach within 10 Business Days after receiving written notice. For non-payment, the cure period is 5 Business Days; or
(b) the other party becomes insolvent, makes an assignment for the benefit of creditors, or enters bankruptcy, liquidation or a similar proceeding.

16.6 Effects of termination. When an SOW ends for any reason:

(a) the Client pays all Fees earned up to the end date, under Section 16.3 or the Offer Terms;
(b) once that payment is made, coderband delivers the work in progress, and Section 9.2 applies to it;
(c) each party returns or deletes the other’s Confidential Information under Section 10.5; and
(d) coderband’s access is revoked under Section 3.3(f).

16.7 Survival. Sections 7 (for amounts due), 8.4, 9, 10, 13, 14, 15, 16.6, 16.7, 18, 20, 21 and 23, and any other terms that by their nature should survive, survive the end of this Agreement.

17. Relationship, contractors and subcontractors

17.1 Independent contractors. The parties are independent contractors. Nothing in this Agreement creates an employment, partnership, joint venture or agency relationship. Neither party may bind the other. coderband alone directs how, when and where its Personnel perform the Services, subject to the agreed deliverables and timelines. Each party is responsible for its own Personnel, payroll, benefits and taxes.

17.2 Contractors and subcontractors. coderband may perform the Services through vetted individual contractors and subcontractors, some of whom are located in North Macedonia. coderband:

(a) remains the Client’s sole contracting party, and alone invoices and receives payment;
(b) remains fully responsible for the work, acts and omissions of its contractors and subcontractors as if they were its own;
(c) binds each of them in writing to confidentiality duties at least as protective as Section 10, and to assignment to coderband of all rights in their work, so that all intellectual property in the Deliverables vests in coderband and then passes to the Client under Section 9.2; and
(d) engages them as sub-processors only in line with the DPA, where Personal Data is involved.

17.3 Claims. The Client will bring any claim relating to the Services only against coderband, and not against coderband’s contractors, subcontractors or other Personnel. This does not reduce coderband’s responsibility under Section 17.2.

17.4 Who has access. On request, coderband will tell the Client which individuals hold access to the Client’s systems.

18. Non-solicitation of personnel

18.1 Restriction. During each SOW and for 12 months after it ends, neither party will, directly or indirectly, solicit for employment or engagement any Personnel of the other party who performed or managed work under that SOW.

18.2 Exceptions. It is not a breach to:

(a) publish general job advertisements that are not targeted at the other party’s Personnel, or to hire someone who responds to one; or
(b) hire someone whose work for the other party ended at least 6 months earlier.

18.3 Placement fee. If a party hires or engages someone in breach of Section 18.1, it will pay the other party a placement fee equal to the percentage in the Key Terms of that individual’s first-year gross compensation. The parties agree that this is a reasonable estimate of the loss, which would otherwise be hard to calculate, and not a penalty.

18.4 Scope. This Section 18 binds only the two companies. It does not restrict any individual’s right to work for anyone.

19. Force majeure

19.1 Events. Neither party is liable for a delay or failure caused by events beyond its reasonable control. Examples include natural disasters, epidemics, war, terrorism, civil unrest, government action, sanctions, widespread failures of internet, power or telecommunications, major outages of cloud or AI-model providers, and cyberattacks that were not caused by the affected party’s failure to keep reasonable security. Payment obligations are never excused.

19.2 Notice and mitigation. The affected party will notify the other promptly and use reasonable efforts to limit the effect. Deadlines move by the length of the event.

19.3 Prolonged event. If an event prevents performance of an SOW for more than 30 consecutive days, either party may end that SOW by written notice. The Client then pays for work performed, and coderband refunds prepaid Fees for work not performed.

20. Governing law and disputes

20.1 Governing law. This Agreement, and any dispute arising out of or relating to it, is governed by the laws of the State of Wyoming, USA, without regard to its conflict-of-laws rules. The UN Convention on Contracts for the International Sale of Goods does not apply.

20.2 Talk first. Before starting proceedings, a party must send a written notice describing the dispute. Senior representatives of both parties must then try in good faith to resolve it for 20 Business Days. This does not prevent a party from seeking urgent injunctive relief.

20.3 Forum. After the period in Section 20.2, disputes will be resolved under the option selected in the Key Terms. If the Key Terms do not select an option, Option A applies.

Option A: Courts (default). The state and federal courts located in Sheridan County, Wyoming, have exclusive jurisdiction, and each party submits to their jurisdiction and venue. Each party waives any right to a jury trial, to the extent the law allows.
Option B: Arbitration (negotiated deals only). Disputes will be finally resolved by binding arbitration administered by the International Centre for Dispute Resolution (ICDR), under its rules in force when the arbitration starts. Its expedited procedures apply where the rules allow. The details are:
- one arbitrator;
- the seat of arbitration is the place in Wyoming stated in the Key Terms;
- hearings may be held by video;
- the language is English;
- the arbitrator may award costs to the prevailing party; and
- the award is final, and judgment on it may be entered in any competent court.
The Federal Arbitration Act governs this clause.

20.4 Carve-outs. Under either option:

(a) either party may seek injunctive or other interim relief in any competent court to protect its Confidential Information or intellectual property; and
(b) coderband may bring a claim for unpaid Fees in any court with jurisdiction over the Client, including a small-claims court.

20.5 Mandatory law. Nothing in this Section 20 removes rights that the law of the Client’s country gives and that cannot be excluded by contract.

21. Notices

21.1 Form. Notices under this Agreement must be in writing and sent by email to the notice email address in the Key Terms. Notices of breach, termination or dispute should also be sent to the party’s postal address, but sending them by email alone is valid.

21.2 Receipt. An email notice is received when it is sent, unless the sender receives an automated message that it was not delivered. A notice sent outside Business Days or business hours is received on the next Business Day.

21.3 Changes. Either party may change its notice details by giving notice under this Section 21.

22. Electronic signatures

22.1 E-signature. The parties may sign this MSA, any SOW, Change Request or other document by electronic signature, or by clicking to accept in a checkout or signing flow. Such a signature is as valid as a handwritten signature under the federal ESIGN Act (15 U.S.C. § 7001 et seq.), the Wyoming Uniform Electronic Transactions Act (Wyo. Stat. § 40-21-101 et seq.) and, where relevant, the EU eIDAS Regulation (EU) No 910/2014.

22.2 Counterparts. Documents may be signed in counterparts, which together form one document.

23. General

23.1 Publicity. Neither party will use the other’s name, logo or trademarks without written consent. coderband may describe the type of work it has done in anonymized form, without identifying the Client or disclosing its Confidential Information, unless the SOW says otherwise or the Client objects in writing.

23.2 Assignment. Neither party may assign this Agreement without the other’s written consent. However, either party may assign it, on written notice, to an Affiliate or to a successor in a merger or sale of all or substantially all of its business or assets, provided the assignee takes on all of its obligations.

23.3 Compliance. Each party will comply with the laws that apply to it, including export control, sanctions and anti-bribery laws. The Client will not ask coderband to provide Services to, or for the benefit of, any person or country that is subject to US or EU sanctions.

23.4 Entire agreement. This Agreement is the parties’ entire agreement on its subject, and it replaces all earlier proposals and discussions about it. Each party confirms that it has not relied on any statement that is not set out in this Agreement.

23.5 Amendments and waivers. Changes to this MSA must be in writing and signed by both parties. Changes to an SOW are made under Section 5. A failure or delay in enforcing a right is not a waiver of it.

23.6 Severability. If a court or arbitrator finds any provision unenforceable, it will be enforced to the maximum extent possible, and the rest of the Agreement remains in effect.

23.7 Third parties. No one other than the parties has rights under this Agreement. The only exception is the rights that data subjects have under the Standard Contractual Clauses referred to in the DPA.

23.8 Language. This Agreement is written in English. If it is translated, the English version governs.

Signatures

By signing below, each party agrees to this MSA, including the dispute resolution option selected in the Key Terms.

	coderband	Client
Legal name	coderband LLC	____________
Signature	____________	____________
Name	____________	____________
Title	____________	____________
Date	____________	____________