Master Services Agreement

Intoria Inc.

Last updated: January 30, 2026

Overview

This document sets the framework for our work together. While legal agreements are important, they are often difficult to read. To address this, we’ve created a clear, practical agreement that outlines how we work with our client family.

Why it exists It protects both sides, avoids re-negotiating core terms for every project, and keeps the focus on collaboration and results.

How it protects you (the Client)

Clear scope and pricing defined under each Statement of Work (Section 3)
Final acceptance rights for all deliverables (Section 5)
Warranty of professional-quality work (Section 10)
You paid for it. You own it. Ownership of paid-for deliverables (Section 8)
Commitment to confidentiality (Section 9)
Balanced limitation of liability that caps risk (Section 11)
Tiered, fair dispute resolution process (Section 16)

How it protects us (Intoria Inc.)

Prompt payment and clear change control (Sections 3 and 6)
Retention of background intellectual property and tools (Section 8(b))
Balanced limitation of liability and mutual indemnities (Sections 11 and 12)
Commitment not to solicit our staff (Section 14)
Clear procedures for delays and scope changes (Sections 3 and 4)

How we work together

We jointly agree on the Statement of Work (SOW), defining scope, fees, and timeline
Intoria builds in collaboration with you
You test the work. We refine until it meets the agreed scope
Changes are handled transparently via Change Orders
If disputes arise, we talk first, mediate second, and arbitrate only if necessary

The detailed terms below make this understanding legally enforceable while maintaining fairness and flexibility for both Parties.

MASTER SERVICES AGREEMENT

This Master Services Agreement (the "Agreement") is made as of __________________________ (the "Effective Date")

between:

Intoria Inc., an Alberta corporation ("Intoria"), and ____________________________, a ____________________________ corporation ("Client").

Each may be referred to as a "Party", and together as the "Parties".

1. Background and Purpose

Intoria provides custom software design, development, and consulting services. Client wishes to engage Intoria for such services under one or more Statements of Work ("SOWs"). This Agreement sets the master terms governing all projects performed between the Parties.

2. Definitions

Deliverables. Any software, documentation, or materials specified in an SOW
Services / Scope. The professional work Intoria performs as described in an SOW
Intoria Background IP. Tools, frameworks, code, and know-how owned by Intoria
Client Materials. Data, content, or systems provided by Client
Confidential Information. Any non-public information shared by either Party
Third-Party Materials. Open-source or other third-party materials subject to separate license terms

3. Scope and Change Orders

(a) Scope

Each project’s scope will be described in a signed SOW that references this Agreement. If there is a conflict, the SOW controls for that project.

(b) Change Orders

Software projects evolve. If scope, schedule, or cost changes, the Parties will discuss the impact and document the update in a written Change Order before proceeding. Minor adjustments of three (3) hours or less may be handled informally. Any material change will be agreed to in writing.

4. Performance and Cooperation

Each Party will act in good faith and allocate appropriate resources. Intoria will perform the Services in a professional and workmanlike manner consistent with industry standards. Client will provide timely information, approvals, system access, and payments.

A Delay occurs when Intoria cannot reasonably proceed due to missing Client inputs, decisions, or payments following a written request. Delays may result in schedule adjustments and Change Orders.

5. Acceptance of Deliverables

Client will have five (5) business days after delivery to review Deliverables unless otherwise stated in an SOW. Acceptance occurs upon written acceptance, material conformity with the SOW, or expiration of the review period without notice of material non-conformance.

Up to two (2) re-test cycles apply following corrections. Subjective dissatisfaction not tied to material non-conformance does not constitute rejection.

6. Fees, Invoicing, and Payment

Fees are defined in each SOW. Invoices are issued monthly unless otherwise stated and are payable within thirty (30) days. Undisputed amounts unpaid more than fifteen (15) days after the due date constitute a Delay. Late balances may accrue interest at 2.0% per month.

7. Expenses

Client will reimburse reasonable, pre-approved project-related expenses at cost.

8. Intellectual Property

(a) Client Ownership

Upon full payment, Client owns all Deliverables, excluding Third-Party Materials. Client may use, modify, commercialize, or resell Deliverables at its own risk and in compliance with applicable licenses.

(b) Intoria Reuse License

Client grants Intoria a perpetual, worldwide, royalty-free license to reuse generalized tools, libraries, and methods developed during the Services, excluding Client Confidential Information, Client data, and Client-identifying logic.

(c) Moral Rights

To the extent permitted by law, Intoria will obtain waivers of moral rights from contributing personnel.

9. Use of Artificial Intelligence Tools

Client acknowledges that Intoria may use modern development tools, including artificial intelligence and machine-learning–based tools, to assist in designing, developing, testing, and delivering the Services. Such tools are used under human oversight and as productivity aids, not as autonomous decision-makers.

Intoria will not intentionally input Client Confidential Information into publicly available or uncontrolled AI systems. Use of AI does not alter Client ownership of Deliverables, Intoria’s Background IP rights, or the confidentiality obligations set out in this Agreement.

10. Confidentiality

Each Party will protect the other’s Confidential Information using reasonable care and use it solely to perform this Agreement. Obligations survive termination for five (5) years, except for trade secrets.

11. Warranties and Disclaimers

Each Party warrants authority to enter this Agreement. Intoria warrants professional performance and a ninety (90) day conformity warranty following acceptance. Client’s exclusive remedy is correction of non-conforming Deliverables.

All other warranties are disclaimed to the extent permitted by law.

12. Limitation of Liability

Each Party’s aggregate liability is capped at the fees paid under the applicable SOW in the twelve (12) months preceding the claim. Neither Party will be liable for indirect or consequential damages.

13. Indemnification

Each Party will indemnify the other against third-party claims arising from IP infringement or misuse, subject to the terms of this Agreement.

14. Term and Termination

This Agreement continues until terminated. SOWs may be terminated for breach or convenience subject to notice and applicable fees.

15. Non-Solicitation

Neither Party will directly solicit the other’s personnel during the term and for twelve (12) months thereafter. General job postings are excluded.

16. Force Majeure

Neither Party is liable for failure or delay caused by events beyond reasonable control.

17. Dispute Resolution

Disputes will be resolved through escalation, mediation, and binding arbitration in Calgary, Alberta. Injunctive relief remains available for IP and confidentiality matters.

18. Governing Law

This Agreement is governed by the laws of the Province of Alberta and the federal laws of Canada applicable therein.

19. Assignment and Subcontracting

Neither Party may assign this Agreement without consent. Intoria may use qualified subcontractors while remaining responsible for their work.

20. Notices

Notices must be in writing and delivered by email or courier to the Parties’ legal business addresses.

21. Miscellaneous

Independent contractor relationship
Entire agreement
Amendments in writing
Severability
Waiver
Counterparts and electronic signatures

IN WITNESS WHEREOF

The Parties have executed this Agreement as of the Effective Date.

INTORIA INC. | CLIENT Name: __________________________ | Name: __________________________ Title: _________________________ | Title: _________________________ Date: __________________________ | Date: __________________________