Master Services Agreement (MSA) Template

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Northwind Solutions LLC

MSA

with Globex Inc.

Master Services Agreement

Effective DateJanuary 15, 2026

Payment TermsNet 30

Notice Period30 days

Liability Cap12 months' fees

Governing Lawthe State of California

VenueSan Francisco County, California

This Master Services Agreement (the "Agreement") is entered into as of January 15, 2026 (the "Effective Date") between Northwind Solutions LLC, a Delaware limited liability company ("Provider"), and Globex Inc., a Delaware corporation ("Client").

Provider

Northwind Solutions LLC

1 Market St, San Francisco, CA 94105

Client

Globex Inc.

100 Innovation Way, Boston, MA 02110

1. Services; Order of Precedence

Provider will perform the services described in one or more statements of work ("SOWs") and provide the products and services described in one or more order forms ("Orders") executed by both parties from time to time under this Agreement (together, the "Services"). Each SOW and each Order is governed by and incorporates this Agreement. If there is a conflict, this Agreement controls over any Order or SOW, unless the Order or SOW expressly identifies the section of this Agreement it overrides, in which case it controls for that engagement only. An Order controls over a SOW as to fees and quanti

2. Fees, Expenses and Taxes

Client will pay the fees specified in each Order or SOW. Invoices are due net 30 days from receipt. Client may withhold an amount it disputes in good faith by notifying Provider in writing before the due date, and the parties will work together in good faith to resolve the dispute. Undisputed amounts past due accrue interest from the due date at the lesser of 1% per month or the highest rate permitted by law. Fees exclude sales, use, value-added and similar taxes, which Client will pay, except taxes based on Provider's net income. Client will reimburse reasonable out-of-pocket expenses that a

3. Term and Termination

This Agreement begins on the Effective Date and continues until terminated. Either party may terminate this Agreement or any SOW (a) for convenience on 30 days' written notice, or (b) on written notice if the other party materially breaches this Agreement or that SOW and does not cure the breach within 30 days after receiving notice of it. Termination of this Agreement terminates all SOWs then in effect, unless the parties agree in writing that a SOW will continue, in which case this Agreement continues to govern that SOW. Neither party may terminate an Order for convenience during its then-cu

4. Confidentiality

"Confidential Information" means non-public information that a party ("Discloser") discloses to the other party ("Recipient") under this Agreement and that is marked confidential or that a reasonable person would understand to be confidential, including the terms of each Order and SOW. Recipient will use Confidential Information only to perform or receive the Services, will protect it with at least reasonable care, and will disclose it only to its personnel, contractors and professional advisors who need to know it and are bound by confidentiality duties at least as protective as these; Recipi

5. Intellectual Property

(a) Provider Materials. Provider retains all rights in its pre-existing materials, software, tools, templates, methodologies and know-how, and in anything it develops independently of this Agreement ("Provider Materials").

(b) Deliverables. Upon Client's payment of the fees for a Deliverable, Provider hereby assigns to Client all right, title and interest in the materials that a SOW identifies as deliverables created specifically for Client ("Deliverables"), excluding Provider Materials.

(c) License. Provider grants Client a non-exclusive, perpetual, royalty-free license to use, copy and modify any Provider Materials incorporated into a Deliverable, solely as part of that Deliverable and for Client's internal business purposes.

(d) Client Materials. Client retains all rights in the materials and data it provides ("Client Materials") and grants Provider a limited license to use them solely to perform the Services.

6. Warranties and Disclaimer

Each party represents that it has full power and authority to enter into this Agreement. Provider warrants that the Services will be performed in a professional and workmanlike manner consistent with generally accepted industry standards. If Client notifies Provider of a breach of this warranty within 30 days after the affected Services are performed, Provider will re-perform the nonconforming Services or, if re-performance is not commercially reasonable, refund the fees paid for them; this is Client's exclusive remedy for breach of this warranty. EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT,

7. Indemnification

(a) Provider will defend Client against any third-party claim alleging that a Deliverable, as delivered by Provider, infringes or misappropriates that third party's intellectual property rights, and will pay the damages, costs and reasonable attorneys' fees finally awarded or agreed in settlement. Provider has no obligation for claims arising from Client Materials, modifications not made by Provider, or combinations with items Provider did not supply. If a Deliverable is, or in Provider's opinion is likely to be, enjoined, Provider may modify or replace it so it is non-infringing or, if neithe

(b) Client will defend Provider against any third-party claim arising from Client Materials or from Client's use of the Services in violation of law, and will pay the damages, costs and reasonable attorneys' fees finally awarded or agreed in settlement.

(c) The indemnified party must give prompt written notice of the claim (a delay relieves the indemnifying party only to the extent it is prejudiced), give the indemnifying party sole control of the defense and settlement, and provide reasonable cooperation at the indemnifying party's expense. No settlement may impose any obligation or admission on the indemnified party without its written consent.

8. Limitation of Liability

(a) EXCEPT FOR EXCLUDED CLAIMS, EACH PARTY'S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT AND ALL ORDERS AND SOWS WILL NOT EXCEED THE FEES PAID AND PAYABLE BY CLIENT UNDER THIS AGREEMENT IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM.

(b) EXCEPT FOR EXCLUDED CLAIMS, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE OR DATA, HOWEVER CAUSED, EVEN IF ADVISED OF THEIR POSSIBILITY.

(c) "Excluded Claims" means (i) a party's obligations under Section 7 (Indemnification); (ii) a party's breach of Section 4 (Confidentiality); (iii) a party's gross negligence, willful misconduct or fraud; and (iv) Client's obligation to pay fees and expenses due.

(d) These limitations apply to the fullest extent permitted by law and are an essential basis of the parties' bargain.

9. Insurance

During the term, Provider will maintain commercial general liability insurance of at least $1,000,000 per occurrence, professional liability (errors and omissions) insurance of at least $2,000,000 per claim, and workers' compensation insurance as required by law, and will provide certificates of insurance on request.

10. Governing Law and Venue

This Agreement is governed by the laws of the State of California, without regard to its conflict-of-laws rules. Each party submits to the exclusive jurisdiction of the state and federal courts located in San Francisco County, California for any dispute arising out of or relating to this Agreement.

11. General

Relationship. The parties are independent contractors, and neither may bind the other. Notices. Notices must be in writing and delivered by hand, by nationally recognized courier, or by email with confirmation of receipt, to the addresses on the first page or as later updated by notice. Assignment. Neither party may assign this Agreement without the other's prior written consent, which will not be unreasonably withheld, except to a successor in a merger or a sale of all or substantially all of the business or assets to which this Agreement relates. Force Majeure. Neither party is liable for a