MASTER SERVICES AGREEMENT

This Master Services Agreement (the "Agreement") is entered into on this 15th day of January 2024 by and between Acme Corporation, a Delaware corporation with its principal place of business at 123 Main Street, Wilmington, DE 19801 ("Provider"), and Beta Solutions LLC, a limited liability company organized under the laws of Texas with its principal place of business at 456 Oak Avenue, Austin, TX 73301 ("Client").

1. TERM AND TERMINATION
This Agreement shall commence on February 1, 2024 and continue for a period of twelve (12) months. Either party may terminate this Agreement upon thirty (30) days written notice. In the event of a material breach, the non-breaching party may terminate immediately upon written notice.

2. PAYMENT TERMS
Client shall pay Provider a monthly fee of $5,000 for the services described in Exhibit A. All payments are due within thirty (30) days of invoice date. Late payments shall accrue interest at 1.5% per month. Provider reserves the right to suspend services if payment is more than sixty (60) days overdue.

3. LIMITATION OF LIABILITY
Neither party shall be liable for indirect, incidental, or consequential damages arising out of this Agreement. Provider's total liability shall not exceed the total fees paid by Client in the twelve (12) months preceding the claim. Client's liability shall be limited to the amounts due under this Agreement.

4. CONFIDENTIALITY
Each party agrees to maintain the confidentiality of the other party's proprietary information for a period of three (3) years following the termination of this Agreement. Confidential information includes but is not limited to business plans, customer data, and technical specifications.

5. INDEMNIFICATION
Provider agrees to indemnify and hold Client harmless from any third-party claims arising from Provider's negligence or willful misconduct. Client agrees to indemnify Provider from claims arising from Client's use of the services in violation of applicable law.

6. RENEWAL
This Agreement shall automatically renew for successive one-year terms unless either party provides written notice of non-renewal at least sixty (60) days prior to the end of the current term.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

Acme Corporation
By: John Smith
Title: Chief Executive Officer

Beta Solutions LLC
By: Jane Doe
Title: Managing Member
