Master Service Agreement | Fly More Kites

This Master Services Agreement (“MSA”) is between:

Fly More Kites LLC Agency Series d/b/a FMK Agency, inclusive of Fly More Kites subsidiaries and DBA’s, including but not limited to d21, FMK Music, FMK Agency and YesWay, a Missouri series limited liability company, with its principal place of business at 420 Nichols Rd, 2nd Floor, Kansas City, MO 64112 (“FMK”, “we”, or “us”), and
[Client Legal Name], a [type of legal entity] with its principal place of business at [Client Address] (“Customer” or “you”).

Together, FMK and Customer are the “Parties.”

This MSA becomes effective on the date it is last signed by both Parties (the “Effective Date”).

1. How this MSA works

1.1 Structure.

This MSA sets the overall legal terms for our relationship. The actual work we do together is described in one or more Statements of Work, estimates you approve, invoices you pay, or change orders we both sign (each an “SOW”).

1.2 Order of documents.

If there is a conflict between:

1. this MSA,
2. an SOW (including attached schedules),
3. a change order,
4. or any engagement framework or playbook we attach as an exhibit,

then this MSA controls, unless the SOW clearly says it is overriding a specific section of this MSA.

1.3 Engagement frameworks and playbooks.

Sometimes we attach an engagement framework (for example, a Fractional AOR Engagement Framework) as an exhibit to an SOW. Those documents describe how we work together (cadence, governance, collaboration, etc.).

1.4 Plain‑English style.

We use “you” and “we” for clarity. That’s for readability only and does not change the meaning or enforceability of these terms.

2. Services and SOWs

2.1 Services.

During the Term (defined below), we will provide the services, activities, and deliverables described in each SOW (the “Services”). We will perform the Services in a professional and workmanlike manner consistent with generally accepted industry standards.

2.2 Statements of Work (SOWs).

Each SOW will describe, at a minimum:

scope of Services and key deliverables,
assumptions and dependencies,
fees and payment schedule,
timelines or milestones (if applicable), and
any special terms for that engagement.

An estimate you approve, an invoice you pay, or a change order we both sign may also be treated as an SOW if it clearly describes Services and fees.

2.3 Contact persons.

Each Party will designate a primary contact in each SOW. Those people will coordinate the work and speak for their Party on day‑to‑day matters.

2.4 Fractional AOR engagements (optional).

If an SOW references a Fractional AOR Engagement Framework (or similar framework) attached as an exhibit:

that framework describes the model and cadence (e.g., fractional team, embedded collaboration, governance, performance reviews);
the SOW will define the specific retainer amount, term, and any project add‑ons;

3. Working together and access

3.1 Accuracy and rights in your data.

You are responsible for the accuracy and adequacy of the data and materials you provide to us (“Customer Data” and “Customer Materials,” each defined in Section 8). You represent and warrant that:

you have all rights needed to share them with us;
our use of them as described in this MSA and any SOW will not violate anyone else’s rights;
and all Customer Data has been collected, stored, and may be used in accordance with all applicable privacy and data protection laws and regulations, including without limitation the CAN-SPAM Act, TCPA, CCPA, and any other applicable state or federal privacy laws.

3.2 Your cooperation.

To deliver the Services, you agree to provide us on a timely basis with all reasonably requested:

information and feedback,
access to systems, tools, and environments,
approvals and decisions.

If delays on your side push timelines, we may: (a) reasonably extend schedules and still invoice as if milestones had been met; and (b) invoice you for any additional costs and expenses (including re-mobilization, rescheduling, and resource holding costs) we reasonably incur as a direct result of such delays. Repeated or sustained delays by you may also constitute a material breach under Section 4.3.

3.3 On-site work and premises.

If we mutually agree in a Statement of Work (SOW) that Services will be performed at your premises, you will:

provide a suitable and safe workspace reasonably necessary for our personnel to perform the Services;
provide access to required networks, workstations, servers, internet connectivity, utilities, and restroom facilities;
allow our personnel to take reasonable breaks consistent with applicable labor laws and standard professional practices; and
follow reasonable safety, security, and access-control practices.

3.4 Network and systems access.

By using the Services, you authorize us to access and control your network and systems as reasonably needed to provide the Services, including to:

install or configure software,
gather system data,
take remote control of systems, and
change system settings.

You are responsible for maintaining hardware, connectivity, and telecommunication services needed for the Services. FMK is not responsible for any failure, degradation, or interruption of the Services caused by your failure to maintain such hardware, connectivity, or telecommunication services. FMK will not be liable for any damages, data loss, system downtime, or other adverse effects arising from our good-faith exercise of this authorized access in connection with providing the Services.

3.5 HubSpot‑related Services (if applicable).

If an SOW states that we are providing Services related to your HubSpot instance, additional terms in a HubSpot Partner Services Addendum (Exhibit C) apply to those Services.

4. Term and ending our work together

4.1 Term of this MSA.

This MSA starts on the Effective Date and stays in effect while any SOW is active, unless ended earlier under this Section 4.

4.2 Ending an SOW or this MSA.

Either Party may end any SOW or this MSA for convenience by giving the other Party at least 30 days’ written notice; provided that if Customer terminates any retainer-based SOW for convenience, Customer will remain responsible for Fees through the end of the then-current retainer period stated in that SOW.
Either Party may end any SOW or this MSA for cause as described in Section 4.3.

Ending an SOW does not automatically end this MSA, unless we both agree in writing.

4.3 Ending for cause.

Either Party may end this MSA or any SOW for cause if the other Party:

materially breaches this MSA or an SOW (including your failure to pay amounts when due), and
does not fix the breach, or is not in good‑faith and to the non‑breaching Party’s reasonable satisfaction working to fix it, within 10 calendar days after receiving written notice describing the breach.

The non‑breaching Party may then terminate the MSA or the affected SOW by written notice, effective on the date stated in the notice or, if none is stated, at the end of the 10‑day cure period.

Either Party may also end this MSA or any SOW for cause immediately if the other Party:

ceases or permanently terminates all or substantially all of its business operations,
becomes subject to the direct control of a trustee, receiver, or similar authority, or
becomes the subject of any bankruptcy or insolvency proceeding, or makes a general assignment for the benefit of its creditors.

4.4 What happens when work ends.

When any SOW or this MSA ends:

we will stop work on the terminated portions of the Services; and
you will pay us for:

Services provided up to the effective date of termination, and
all non‑cancellable commitments and expenses we reasonably incurred for you before the effective date of termination.

You will pay these amounts in line with Section 5 (Fees and Payment).

4.5 Retroactive coverage for prior work.

If we provided services to you before the Effective Date, we both agree that:

the agreement for those prior services will be treated as if it were an SOW; and
this MSA applies to that agreement as if it had been signed after the Effective Date.

4.6 Survival.

Ending this MSA or any SOW does not waive any past breaches or cancel any payment or other obligation that already existed. In addition, the following provisions survive any expiration or termination of this MSA or any SOW: Section 4.4 (What happens when work ends), Section 4.6 (Survival), Section 5 (Fees, Taxes, Invoicing and Payment, with respect to amounts accrued prior to termination), Section 6 (Confidentiality), Section 7 (Non-solicitation and Equitable Relief), Section 8 (Intellectual Property and Ownership), Section 10 (Warranties, Disclaimers, and Customer Responsibilities), Section 11 (Representations), Section 12 (Limitations of Liability), Section 13 (Indemnification), and Section 16 (General Terms).

5. Fees, taxes, invoicing and payment

5.1 Fees and expenses.

Fees for the Services (“Fees”) will be set out in each SOW. We may also invoice you for approved out‑of‑pocket expenses directly related to providing the Services.

5.2 Taxes.

You are responsible for all sales, use, VAT, excise, or similar taxes and government fees related to your purchase of the Services, except for taxes based on our income. If you provide a valid resale or exemption certificate, we will honor it.

5.3 Invoices.

We will send invoices electronically to your designated contact. Each invoice will describe:

the SOW or campaign,
the Services and period covered,
Fees and any approved expenses,
any applicable taxes, and
the total amount due.

5.4 Payment terms.

Unless a Statement of Work (SOW) states otherwise, invoices are due fifteen (15) days after receipt.

For monthly retained Services, invoices will be issued in the month prior to the month of service. Payment is due before Services begin or fifteen (15) days after receipt of the invoice, whichever is later.

Any questions, disputes, or requests for clarification regarding an invoice must be submitted in writing within seven (7) days of receipt of the invoice. Failure to raise questions within this period does not extend payment terms or delay the payment due date. If only a portion of an invoice is disputed, you must pay all undisputed amounts by the original due date and will work with us in good faith to resolve the disputed portion promptly.

All amounts must be paid in full, without setoff or withholding, except for tax withholding required by law or any service credits we have issued in writing.

5.5 Late payments.

On any past-due amounts, we may charge a finance fee equal to the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by law. We may suspend Services until all outstanding amounts are paid in full, except that recurring or subscription-based billing will continue and will not be paused, reduced, or canceled due to late or non-payment unless we expressly agree in writing.

You agree to pay all reasonable costs of collection incurred by us, including attorneys’ fees.

6. Confidentiality

6.1 Confidential Information.

“Confidential Information” means any non‑public information disclosed by one Party (“Disclosing Party”) to the other (“Receiving Party”) that:

is marked or stated as confidential, or
should reasonably be understood to be confidential given the nature of the information or the circumstances.

This includes: business plans, financials, pricing, product designs, systems and security information, client lists, marketing plans, technical information, and any third‑party confidential information.

“Trade Secret” has the meaning given in the U.S. Defend Trade Secrets Act (18 U.S.C. § 1836 et seq.), including software and source code.

6.2 Obligations.

The Receiving Party will:

use the Disclosing Party’s Confidential Information only to perform or receive the Services,
protect it at least as carefully as it protects its own similar confidential information, and
limit access to employees, contractors, and agents who need to know it and are bound by confidentiality obligations at least as strict as those in this MSA.

The Receiving Party will promptly notify the Disclosing Party if it becomes aware of any unauthorized use or disclosure and will cooperate to help regain control and prevent further misuse.

6.3 Exceptions.

Confidential Information does not include information that:

is or becomes public through no fault of the Receiving Party,
was known to the Receiving Party before disclosure,
is received from a third party who had the right to disclose it, or
is independently developed by the Receiving Party without using the Disclosing Party’s Confidential Information.

6.4 Required disclosure.

The Receiving Party may disclose Confidential Information if required by law, regulation, or court order, but will (where legally allowed) give the Disclosing Party reasonable notice and cooperation to seek protective measures.

6.5 Duration.

Confidentiality obligations:

last for 2 years after this MSA ends for Confidential Information that is not a Trade Secret; and continue indefinitely for Trade Secrets.

7. Non‑solicitation and equitable relief

7.1 Non‑solicitation.

To protect both Parties’ investment in people and confidential information, during the Term and for 12 months after this MSA ends, neither Party will, without the other Party’s written consent:

actively solicit or hire any employee or contractor of the other Party who was directly involved in the Services, or
encourage such person to leave their employment or engagement.

This does not prevent:

hiring someone who responds to a general public job posting not directed specifically at that person, or
discussions initiated by the person without any prior solicitation.

7.2 Equitable relief.

If either Party breaches Sections 6 (Confidentiality) or 7.1 (Non‑solicitation), monetary damages may not be enough. In addition to any other remedies, the non‑breaching Party may seek immediate injunctive relief (a court order to stop the breach) without needing to show irreparable harm, post a bond, or wait for arbitration.

8. Intellectual property and ownership

8.1 Definitions.

FMK Property includes:

software and tools developed or acquired by us before this MSA;
our general routines, methodologies, and processes;
proprietary technology and IP we own or license (software, code, designs, algorithms, documentation, know‑how, trade secrets, etc.); and
any improvements or derivatives of the above created while providing the Services that are not unique to you.

Customer Data means: your folders, files, documents, logs, account credentials, passwords, and similar data we maintain or use on your behalf.
Customer Materials means: all writing, images, videos, graphics, designs, artwork, and other creative content you provide for use in the Services.
Work Product means: all designs, code, deliverables, documents, inventions, improvements we create specifically and exclusively for you under the Services, and the associated intellectual property rights, subject to the conditions below.

8.2 FMK Property.

We own and retain all rights in FMK Property. You receive a limited, non‑exclusive, non-sublicensable, non‑transferable, revocable license to use FMK Property only as embedded in or necessary to use the Services or Work Product for your internal business purposes. You will not attempt to reverse engineer, decompile, modify, copy, reproduce, extract, isolate, or create derivative works of FMK Property, and will not attempt to separate or extract FMK Property from the Services or Work Product in which it is embedded, except as expressly allowed by applicable law.

8.3 Customer Data and Customer Materials.

You own all rights in Customer Data and Customer Materials. You grant us a limited license to access, use, copy, and modify them as reasonably needed to deliver the Services. We will not provide access to your Customer Data to anyone other than your authorized designees, except as required by law.

You are responsible for obtaining and maintaining any third‑party licenses needed for your Customer Materials and for their use in the Services and Work Product.

8.4 Work Product.

To the extent allowed by law, Work Product created specifically and exclusively for you is considered a “work made for hire” and you own it, subject to:

your payment of all undisputed amounts due for that Work Product; and
our continuing ownership of any FMK Property within it.

If, for any reason, any Work Product is not a work made for hire, we hereby assign to you all rights, title, and interest in that Work Product (again, excluding FMK Property and third‑party materials), and we will sign reasonable documents and assist you, at your expense, to perfect that ownership.

Until you fully pay for an item of Work Product, we reserve ownership of that Work Product and may withhold licenses to use it. A good-faith written dispute as to a specific invoice amount does not affect our ownership or withholding rights with respect to Work Product covered by undisputed invoices or the undisputed portion of any disputed invoice.

8.5 Third‑party materials.

We will secure all necessary rights in third‑party materials that we include in deliverables so that we can grant you the rights stated in this MSA and the relevant SOW. Some third‑party materials may be subject to their own license terms, which will govern your use of those materials.

8.6 Third‑party infringement claims.

If the Services or Work Product, as delivered and used according to our instructions, become or are likely to become the subject of a third‑party IP infringement claim, we may, at our expense:

obtain the right for you to continue using them;
modify or replace them so they are no longer infringing but substantially equivalent; or
if neither option is reasonably available, terminate the affected SOW and refund any prepaid, unused Fees for the impacted portion of the Services.

9. Use of the Services

9.1 Lawful use.

You will use the Services only for lawful purposes and in compliance with all applicable laws, including export control, privacy, and data protection laws, and you will not:

infringe others’ IP or other rights,
use the Services in U.S. embargoed countries or in violation of U.S. sanctions, or
allow users on any U.S. government denied‑party list to access the Services.

You will not remove or alter any proprietary notices on any part of the Services or Work Product.

9.2 Unauthorized installation on FMK systems.

If we detect that you have attempted to install software or executable code on FMK systems without our explicit permission, we may interrupt or restrict the Services without notice and require remediation. You are responsible for any damages caused by such unauthorized installations.

9.3 Fraud or abuse.

If we suspect fraudulent or abusive activity in your use of the Services, we may temporarily interrupt or restrict the Services. You agree to cooperate with any reasonable investigation and to implement reasonable prevention measures we suggest. You are responsible for damages resulting from your fraudulent or abusive use.

9.4 Protection of FMK property and security.

We may monitor, intercept, or log sessions through our facilities as needed to protect our rights, property, or security. If we reasonably determine that our systems or the Services may be compromised by hacking, denial‑of‑service, or similar attacks, we may temporarily suspend the Services.

9.5 Customer accounts.

You are solely responsible for:

all use of the Services by your users,
maintaining lawful bases and notices for collection and processing of personal data, and
promptly notifying us of any actual or suspected unauthorized access to the Services or other security breach.

9.6 Unauthorized use of deliverables.

If you or a third party:

modify deliverables without our approval,
use them outside the agreed scope or purpose, or
fail to implement corrections or enhancements we provide,

then all warranties we provide regarding those deliverables become void.

10. Warranties, disclaimers, and customer responsibilities

10.1 Third‑party hardware and software.

For third‑party hardware or software we resell, distribute, or provide, we will pass through to you any warranties we receive from the manufacturer or licensor to the extent permitted. Their terms will govern.

10.2 FMK software.

Any software we own and license to you will be governed by the specific license agreement we provide for that software.

10.3 Disclaimers (Services “as is”).

EXCEPT AS EXPRESSLY STATED IN THIS MSA OR AN SOW, THE SERVICES AND ALL DELIVERABLES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” WE DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON‑INFRINGEMENT.

We do not warrant that the Services, deliverables, or any hosting environment will:

meet your requirements,
be uninterrupted or error‑free,
be compatible with all hardware or software, or
be free from unauthorized access or hacking.

10.4 Your responsibilities and risk of data loss.

You are solely responsible for:

any design specifications, requirements, or instructions you provide;
following our written instructions and recommendations;
your operating environment, including power, HVAC, networking, security, and building conditions;
hosting, deployment, operation, and maintenance of any software, websites, or systems we create, unless explicitly included in the applicable Statement of Work; and
maintaining appropriate, current backups of all data, content, and software.

Networked systems always carry a risk of data loss and even proper backup practices cannot guarantee recovery. You assume all risk of data loss in connection with the Services and release us from liability for such loss.

11. Representations

11.1 By you.

You represent and warrant that:

you have full legal authority to enter into this MSA and each SOW and to perform your obligations hereunder;
you have the financial ability and approved budget authority to pay all Fees described in each SOW;
your Customer Materials and your use of them will not infringe, misappropriate, or otherwise violate any third-party intellectual property or other rights;
your Customer Materials, instructions, creative direction, and any claims about your products or services that you provide to us are accurate, complete, and not misleading, and comply with all applicable laws and regulations, including advertising, consumer protection, and truth-in-advertising laws;
the products and services we are engaged to market on your behalf are lawful and may be lawfully marketed in the jurisdictions where you direct us to promote them, and you will promptly notify us in writing of any changes in legal, regulatory, or compliance requirements that could affect the marketing of your products or services, and any such changes arising after execution of an SOW that require material modifications to our work may be addressed through a change order at additional cost;
you will comply, and will not direct us to violate, the terms of service, advertising policies, and community standards of any third-party platforms (including but not limited to Google, Meta, LinkedIn, and any other media platforms) in connection with the Services; and
there are no pending or threatened legal proceedings, regulatory investigations, or governmental actions against you that could materially affect your ability to pay Fees or otherwise perform your obligations under this MSA or any SOW.

11.2 By us.

Subject to your responsibilities under Section 8.3 and except to the extent any alleged infringement arises from your instructions, specifications, creative direction, or third-party assets (including stock media, fonts, or licensed materials) incorporated at your request or approved by you, we represent and warrant that:

we have full legal authority to enter into this MSA and each SOW and to perform our obligations hereunder; and

to the best of our knowledge as of the date of delivery of the applicable deliverable, the deliverables we create for you will not violate the intellectual property rights of any third parties when used in accordance with the agreed scope in the applicable SOW.

12. Limitations of liability

12.1 Exclusions.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES (INCLUDING LOST PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION, OR THIRD‑PARTY CLAIMS), EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

12.2 Liability cap.

EXCEPT FOR (A) DAMAGES CAUSED BY A PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, OR (B) A PARTY’S BREACH OF SECTIONS 6 (CONFIDENTIALITY) OR 7.1 (NON‑SOLICITATION), EACH PARTY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS MSA AND ALL SOWS WILL NOT

EXCEED THE TOTAL FEES PAID AND PAYABLE BY YOU TO US UNDER THE SPECIFIC SOW GIVING RISE TO THE CLAIM DURING THE 12 MONTHS IMMEDIATELY BEFORE THE EVENT GIVING RISE TO THE CLAIM.

13. Indemnification

13.1 Your indemnity to us.

You will indemnify, defend, and hold harmless FMK, our affiliates, and our directors, officers, employees, and agents from any losses, damages, costs, and expenses (including reasonable attorneys’ fees) arising out of:

your breach of Sections 3.1 (Customer Data accuracy and rights), 8.3 (Customer Materials), or 9 (Use of the Services),
your use of unlicensed software,
your modification or misuse of deliverables or data we provide, or use of them in a way we did not agree to, or
any third-party claims (including consumer protection, false advertising, product liability, or regulatory claims) and any governmental or regulatory investigations, inquiries, or enforcement actions arising from or relating to your products or services, or from marketing claims, representations, or creative direction you provided to us or approved, even if we gave effect to such direction in deliverables.

We will:

promptly notify you of any claim,
give you reasonable control of the defense (subject to our right to participate with our own counsel at our expense), and
not settle or admit liability without your consent (which you will not unreasonably withhold).

You will not settle any claim that imposes an admission of fault or non‑monetary obligations on an indemnified party without our prior written consent.

13.2 Our indemnity to you (IP claims).

We will indemnify, defend, and hold you and your affiliates and personnel harmless from third‑party claims that the Services or Work Product, as delivered and used according to our instructions, infringe that third party’s patent, copyright, trademark, or trade secret rights, except to the extent the claim is based on:

your unauthorized use or modification,
combination with products or services not supplied or approved by us, or
your Customer Materials or data.

Your obligations to notify us, cooperate, and allow us to control the defense are the same as in 13.1.

14. Dispute resolution and arbitration

14.1 Good‑faith negotiation.

If a dispute arises out of or related to this MSA, the Parties will first try in good faith to resolve it through discussions between their primary contacts or executives.

14.2 Arbitration.

If we cannot resolve a dispute through negotiation, either Party may submit it to binding arbitration under the rules of the American Arbitration Association (AAA), with the following terms:

The arbitration will take place in Jackson County, Missouri.
It will be conducted by a single neutral arbitrator.
The Parties will try to agree on the arbitrator within 7 days after the notice of arbitration; otherwise, the AAA will appoint one.
A hearing (if any) will be held within 90 days of the notice of arbitration and will last no more than 3 business days unless the arbitrator decides otherwise.
The arbitrator may conduct hearings via teleconference or videoconference where reasonable.
The arbitrator may grant any relief a court could grant, and will issue a written decision explaining the award.
The arbitrator will apply Missouri substantive law (except its conflict of law rules) and the Federal Arbitration Act for procedural matters.

14.3 Fees and costs.

The arbitrator shall award reasonable costs and attorneys’ fees to the prevailing Party.

14.4 Injunctive relief.

Either Party may still seek equitable relief in court for breaches or threatened breaches of Sections 6 (Confidentiality) or 7.1 (Non‑solicitation), as described in Section 7.2, without waiving the obligation to arbitrate other disputes.

14.5 Enforcement.

Any arbitration award may be entered and enforced in any court of competent jurisdiction.

15. General terms

15.1 Notices.

Notices under this MSA must be in writing and are deemed given:

when personally delivered;
3 business days after being sent by certified U.S. mail, return receipt requested;
1 business day after being sent by reputable overnight courier; or
when acknowledged (not just auto‑acknowledged) by email.

Notices will be sent to the addresses set forth below or as updated in writing:

Customer: [Name, Title, Company, Address, Email]
FMK:

Fly More Kites LLC
4441 Paseo Blvd
Kansas City, MO 64110
legal@flymorekites.com

15.2 Independent contractors.

We are independent contractors, not partners, joint venturers, or agents. Neither Party may bind the other except as expressly stated in this MSA.

15.3 Marketing and portfolio use.

We may:

include your name and logo in our client list and sales materials;
describe our work for you in our marketing; and
display non‑confidential deliverables in our portfolio and in industry publications, provided that we will remove specific items from active promotion upon your written request if you can demonstrate that such display would reveal non-public, competitively sensitive commercial information.

15.4 Entire agreement.

This MSA, together with all SOWs and exhibits referenced in them (including any engagement frameworks, change orders, and the HubSpot addendum, as applicable), is the entire agreement between us on its subject matter. It can be amended only in a writing signed (including electronically) by both Parties.

15.5 Construction.

If any ambiguity arises, it will not be construed for or against either Party because of who drafted it.

15.6 Severability.

If any provision is held invalid or unenforceable, the rest of this MSA will remain in full force, and the provision will be modified only to the extent necessary to be enforceable.

15.7 Assignment.

Neither Party may assign this MSA without the other Party’s written consent, except that either Party may assign it, without consent, in connection with a merger, acquisition, or sale of substantially all assets of the business related to this MSA. Any permitted assignee is bound by this MSA.

15.8 No waiver.

A Party’s failure to enforce any provision is not a waiver of its right to enforce that provision later.

15.9 Governing law and courts.

This MSA is governed by the laws of the State of Missouri, without regard to its conflicts of law principles. For any court proceedings permitted under this MSA (such as for equitable relief or enforcement of arbitration awards), the Parties consent to the exclusive jurisdiction of state and federal courts located in Jackson, Clay, Cass, or Platte Counties, Missouri.

15.10 Force majeure.

Neither Party is liable for delays or failures to perform due to events beyond its reasonable control (such as natural disasters, war, strikes, major outages, or similar events); provided, however, that this Section does not excuse either Party’s obligation to pay amounts already accrued and due. If such an event occurs, the Parties will work in good faith to adjust timelines.

15.11 Counterparts and electronic signatures.

This MSA may be signed in counterparts (including by electronic or digital signature). Together, those counterparts form one agreement.

THIS CONTRACT CONTAINS A BINDING ARBITRATION PROVISION THAT MAY BE ENFORCED BY EITHER PARTY.

Master Services Agreement

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