# Master Services Agreement — Template — Apache-3 Inc. **Document version:** 1.0 — Template **Effective:** 2026-05-20 This is a template Master Services Agreement (MSA) that Apache-3 Inc. uses as a starting point for commercial enterprise engagements. Federal contracts run under FAR and the applicable contract instrument (FFP purchase order, BPA, IDIQ, etc.), not under this MSA. State + local government engagements use this template adapted to applicable state law. ## 1. Parties This MSA is between **Apache-3 Inc.** (Kansas corporation, UEI JQMHLJNNJYN1, CAGE 8DFR5, with offices at 118 E COMMERCIAL ST STE 2, OBERLIN, KS 67749) and **[Customer Name]** ("Customer"). ## 2. Services Apache-3 will perform services as described in one or more Statements of Work ("SOW") that reference this MSA. Each SOW will specify: - Scope of services - Deliverables - Schedule - Pricing - Acceptance criteria - Apache-3 and Customer points of contact ## 3. Term and termination 3.1 This MSA is effective on the Effective Date and continues until terminated. 3.2 Either party may terminate this MSA for convenience on 30 days' written notice, provided no SOW is in active performance. 3.3 During the term of an active SOW, either party may terminate the SOW for material breach if the breach is not cured within 30 days of written notice. 3.4 Customer may terminate any SOW for convenience by paying Apache-3 for work completed through the termination date plus any non-cancellable third-party commitments. ## 4. Fees and payment 4.1 Fees are specified in each SOW. 4.2 Apache-3 will invoice as specified in each SOW (typically: 50% on SOW execution, 50% on completion for engagements under $50k; milestone-based for larger engagements). 4.3 Invoices are due Net-30 unless otherwise specified in the SOW. 4.4 Late payment interest: 1.5% per month or the maximum allowed by applicable law. 4.5 Apache-3 will not provide work product (training materials, reports, custom code) until the corresponding invoice is paid. ## 5. Confidentiality 5.1 Each party agrees to maintain the confidentiality of the other party's Confidential Information. 5.2 Confidential Information means non-public information disclosed in connection with this MSA, including business strategies, technical information, customer lists, financial information. 5.3 Confidentiality obligations survive termination for 3 years. 5.4 Each party may disclose Confidential Information as required by law or by a court of competent jurisdiction, provided it notifies the disclosing party promptly. ## 6. Intellectual property 6.1 Apache-3 retains ownership of pre-existing IP, methodologies, frameworks, templates, and tooling used to deliver services. 6.2 Customer owns deliverables produced specifically for Customer under a SOW, subject to a perpetual, non-exclusive license to Apache-3 to use such deliverables in anonymized, non-attributed form for internal training and reusable methodology development. 6.3 Customer Data is and remains the property of Customer. 6.4 If Apache-3 incorporates third-party open-source software in a deliverable, the deliverable is delivered subject to the applicable open-source licenses. ## 7. Data protection 7.1 If Customer provides Customer Data to Apache-3 in connection with services, the parties will execute a Data Processing Agreement (template at apache3.com/compliance/data-processing-agreement-template.md). 7.2 Apache-3 maintains security measures consistent with NIST SP 800-171 baseline (see apache3.com/compliance/nist-sp-800-171-self-attestation.md). ## 8. Warranties 8.1 **Apache-3 warrants** that services will be performed in a professional, workmanlike manner consistent with industry standards. 8.2 **Customer warrants** that it has authority to enter this MSA and to provide any Customer Data to Apache-3. 8.3 EXCEPT AS EXPRESSLY STATED IN THIS MSA, NEITHER PARTY MAKES ANY WARRANTY, EXPRESS OR IMPLIED, AND EACH PARTY DISCLAIMS THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. ## 9. Indemnification 9.1 Apache-3 will indemnify Customer against third-party claims that Apache-3's services or deliverables infringe a third party's IP rights, provided Customer promptly notifies Apache-3 and gives Apache-3 sole control of the defense. 9.2 Customer will indemnify Apache-3 against third-party claims arising from Customer Data or Customer's use of deliverables outside the scope of the applicable SOW. ## 10. Limitation of liability 10.1 EACH PARTY'S TOTAL LIABILITY UNDER THIS MSA IS LIMITED TO THE FEES PAID BY CUSTOMER TO APACHE-3 IN THE 12 MONTHS PRECEDING THE CLAIM. 10.2 NEITHER PARTY IS LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES. 10.3 The limitations in 10.1 and 10.2 do not apply to (a) breach of confidentiality, (b) indemnification obligations under Section 9.1, or (c) gross negligence or willful misconduct. ## 11. Independent contractor The parties are independent contractors. Nothing in this MSA creates a partnership, joint venture, or employer-employee relationship. ## 12. Insurance Apache-3 maintains: - Commercial General Liability: $1,000,000 per occurrence / $2,000,000 aggregate - Professional Liability (E&O): $1,000,000 per claim / $2,000,000 aggregate Higher coverage may be added per SOW for an additional fee. ## 13. Governing law This MSA is governed by the laws of the State of Kansas, without regard to conflict-of-laws principles. Disputes are subject to the exclusive jurisdiction of the state and federal courts located in Decatur County, Kansas. ## 14. Notices Notices to Apache-3 should be sent to: Apache-3 Inc. Attn: Snake Blocker, President / CEO 118 E COMMERCIAL ST STE 2 OBERLIN, KS 67749 s@apache-3.com Notices to Customer should be sent to the address specified in the applicable SOW. ## 15. Entire agreement This MSA, together with the SOWs executed under it, constitutes the entire agreement between the parties on this subject and supersedes all prior agreements. --- **Apache-3 Inc.** By: ____________________ Name: Snake Blocker Title: President / CEO Date: ____________________ **[Customer Name]** By: ____________________ Name: ____________________ Title: ____________________ Date: ____________________ --- *This is a template. The executed version governs. Customer-specific terms may be negotiated.*