Version: [US Rev. 4 – March 2026]
Last Updated: March 2026

NOTICE: THIS AGREEMENT CONTAINS A BINDING ARBITRATION PROVISION AND WAIVER OF JURY TRIAL RIGHTS THAT AFFECTS YOUR LEGAL RIGHTS. PLEASE REVIEW SECTION 24 CAREFULLY.

MASTER SOFTWARE AND SERVICES AGREEMENT

Contents

1. Preamble
2. Definitions and Interpretations
3. Appointment
4. Agreement Structure and Service Schedules
5. Effective date
6. Licence and term
7. Client Responsibilities
8. Our Relationship with You
9. Partner of Record Protection
10. Software maintenance services
11. Use of Subcontractors
12. Engagement of Third-Party Contractors
13. Company’s Operational requirements
14. Compensation
15. Changes to Compensation
16. Performance Failures
17. Breach
18. Termination
19. Confidentiality
20. Intellectual Property
21. Security, Data Reliance, and Internal Controls Disclaimer
22. Warranty
23. Disclaimer of any Warranties
24. General

1. Preamble

1.1. This Master Software and Services Agreement (as amended from time to time), herein referred to as this “Master Agreement” (“MSA”) is by and between Lescault Walderman Inc dba TydeCo (“TYDECO”, “we”, “us” or “our”) and; [Company Name] “you” (together the “Parties”).

1.2. It contains the terms and conditions by which TYDECO shall provide the Software and Services (as defined in any addendum to this MSA and include, but are not limited to, a Statement of Work (“SOW”), Order Schedule (“OS”), Service Level Agreement (“SLA”) defined below signed, attached and referencing the MSA) to you and governs your use of the Software and Services.

1.3. The Parties state that their decision to enter into this Agreement is based only on the terms specified in this document, and neither Party is subject to any representation, warranty, or assurance not contained herein, whether express or implied.

2. Definitions and Interpretations

2.1. In this Agreement, unless the context indicates a contrary intention, the following words and expressions bear the meanings assigned to them and cognate expressions bear corresponding meanings.

2.2. “Affiliate” means, in the case of either Party, any entity that, from time to time, is directly or indirectly controlling, controlled by, or under common control of said party. For the purposes of this definition, “control” means the power to direct or cause the direction of the management or policies of such entity, whether through the ownership of voting securities, by contract, or otherwise.

2.3. “Agreement” means this Master Software and Services Agreement (“MSA”), inclusive of all Service Schedules, Statement of Work (“SOW”), Service Level Agreement (“SLA”) and other engagement letters, exhibits or addenda referred to or incorporated in them, executed under this MSA, each of which may be amended from time to time.

2.4. “Annual License Fee” means the fee payable in terms of the relevant Order Schedule in terms of this Agreement by the Client;

2.5. “Client” or “Customer” means the licensee making use of the Software procured.

2.6. “Client Data” means the data, information or material the Client provides, inputs, processes or submits into the Software and other content in any form or medium, that is collected, downloaded, or otherwise received by TYDECO, directly or indirectly, from Client or an authorized third party or that incorporates or is derived from such information, data, or content by or through the Services, if applicable.

2.7. “Charges and Fees” means the charges and fees that TYDECO charges and Client is obligated to pay for the Software and/or Services as specified or referred to in the relevant Statement of Work or Service Level Agreement.

2.8. “Client Materials” means information, software or other materials provided to TYDECO by or on behalf of the Client, which TYDECO is required to host, use, or modify in the provisions of the Services.

2.9. “Commencement Date” means the earlier of either the Signature Date of this Agreement or the start date as specified in the relevant Service Schedule or Order Schedule.

2.10. “Consent” means any voluntary, specific, and informed expression of will in terms of which permission is given for the processing of personal information.

2.11. “Customer Data” means any and all data and information, inclusive of Personal Data, that is either provided by Client to TYDECO, or inputted, uploaded, and/or shared by Client, Client’s Staff, or Company acting on behalf of Client, with the intent of utilising the Service or facilitating the Client's use of the Service, and (ii) data that the Customer collects and processes in the course of using the Service.

2.12. “Disclosing Party” means the Party that is disclosing its Confidential Information under the terms and conditions of this Agreement.

2.13. “Documentation” means the online or written user guides, specifications and manuals regarding the Software made available to Client, and any updates thereto.

2.14. “Initial License Fee” means the initial fees payable for the Licensed Materials as set out in this MSA or any other document issued by TYDECO.

2.15. “Know-How” refers to all ideas, designs, documents, data, trade secrets, and methods related to a Party’s business, including marketing and promotional information, as well as any modifications or improvements that are not entirely new products or services.

2.16. “License File” means the applicable Order and the file with the Software components licensed to Client.

2.17. “Order Schedule” means the applicable Order document signed by TYDECO and the Client containing the details of the Software procured by Client as well as the fees which together with this MSA forms a binding contract between Client and TYDECO;

2.18. “Partner of Record” refers to the particular entity named in the Order Schedule that leads to the delivery of Services under this Agreement and “Business Partner of Record” holds a corresponding definition.

2.19. “Personal information” means any information about a living human being or existing organisation (as applicable data protection laws require), provided that someone is capable of identifying them from that information.

2.20. “Personnel” means, in relation to a party, without limitation, employees, directors, agents, consultants, contractors, subcontractors, professional advisers, or other representatives of such party, while “Employees” of a party is limited to employees (whether permanent or fixed term) and directors of the party;

2.21. “Receiving Party” means the Party receiving Confidential Information from the Disclosing Party under the terms and conditions of this Agreement.

2.22. “Service Schedules” means any service schedule with a specific and agreed written statement of requirements, start date and possible end date, tasks and deliverables defining in detail the scope, all technical, aesthetic, operational and functional characteristics and related requirements, acceptance criteria, cost and delivery schedule of each portion of the service forming part of this Agreement and which governs the provision of any Service(s) by TYDECO to Client to which the terms of this Agreement shall apply.

2.23. “Signature Date” means the date of signature of this Agreement by the Party last signing.

2.24. “Software” means the computer programs licensed to Client pursuant to this MSA, including any upgrades, modifications, enhancements, or corrections thereto, in accordance with the specific in machine readable object code form, and/or any part thereof and any back-up copies made in accordance with this Agreement;

2.25. “Staff” means any natural person who is either an employee, consultant, or sub-contractor of either Party.

2.26. “Tier 1 support” means basic troubleshooting and end-user assistance. Support representatives will respond to initial queries, answer routine questions, perform basic diagnostics, and address simple issues that can be resolved quickly. Activities include tasks such as password resets, new user onboarding and termination processing, and software installation or access-administration for individual users.

2.27. “Writing” or “written” means any written document, including letters and electronic communication, as contemplated in the Uniform Electronic Transactions Act (UETA) or any similar laws that may apply, excluding electronic messages transmitted (i) by mobile or cell phone short message test services, and (ii) by using local networks or platforms such as WhatsApp and other similar social media networks or platforms.

In this Agreement:

2.28. headings are for convenience only and shall not affect its construction or interpretation; 

2.29. words of a technical nature shall be construed in accordance with the relevant general usage in the computer software industry;

2.30. references to a person include an individual, a body corporate and an unincorporated association of persons;

2.31. any gender includes the other genders; use of the singular shall be treated as including the plural and vice versa;

2.32. any reference to “business hours” shall be construed as being the hours between 08:00 to 17:00 on any business day.

2.33. Any reference to time shall be based upon east (North America) or GMT (UKIA). 

2.34. “days” shall be construed as calendar days unless qualified by the word “Business” in which instance a “business day” will be any day other than a Saturday, Sunday, or public holiday.

3. Appointment

3.1. Client hereby appoints TYDECO, and TYDECO hereby accepts such appointment, to provide the Services as described in the Addendums, subject to and in accordance with the terms and conditions set forth in this MSA.

4. Agreement Structure and Service Schedules

4.1. The Parties agree that -

4.1.1. This Agreement is intended to function as a master service agreement, with Addendums as defined in the Definitions and Interpretations section above, to be executed under this Agreement.

4.1.2. The terms and conditions of this Agreement shall apply mutatis mutandis to each and every Service Schedule and documentation defined above that the Parties may enter into.

4.1.3. Each Service Schedule executed under this Agreement shall be deemed as part of this Agreement as if fully set forth herein.

4.1.4. An addendum can modify the terms and conditions of this MSA solely regarding the subject matter of that addendum, provided the document clearly identifies the specific clause in this MSA being amended and explicitly states that the Parties intend to amend that clause.

4.2. In the event of a conflict or inconsistency between the provisions of this MSA and any Addendum, the provisions of this MSA shall prevail to the extent of such conflict or inconsistency.

4.3. The terms of a particular Addendum apply only to that Addendum, and each Addendum may be terminated according to the Termination clause belowor the specific termination provisions within the relevant Addendum, without impacting the other Service Schedules.

5. Effective date

5.1. This Master Services Agreement is effective as of the date the Customer executes a Master Services Agreement Acceptance and Services Authorization document referencing this Agreement.

6. Licence and term

6.1. As from the Effective Date, Client will be granted a non-exclusive, non-transferable, non-sublicensable, perpetual license to use and access the Software and Licensed materials for the number of users set out in the Order Schedule.

6.2. Client accepts the licence granted to it in terms of the Order Schedule and acknowledges that it obtains no rights of ownership of the Software.

6.3. The Terms and Conditions commence on the Effective Date specified in the Addendum/s and will remain in force during the term. Unless otherwise stated in Addendums, the Initial Term of each Service is 1 (one) year from the Effective date and will automatically renew for additional one-year periods unless one party gives at least 60 (sixty) days written notice prior to the end of the then current term.

6.4. Should either Party wish to modify the terms of the MSA or any Addendum upon renewal, such amendments must be documented in writing and signed by both Parties, failing which the MSA and Addenda shall remain unamended.

6.5. No pro-rata refunds will be provided if this Agreement is cancelled by Client before expiry of the Initial Term. TYDECO reserves the right to reduce the fee based on the remaining period at its sole discretion, but Client shall not be relieved of any of its obligations under the Agreement to pay all applicable fees and expenses incurred prior to such termination and all subsequent payments until the end of the Initial Term shall remain due and payable.

7. Client Responsibilities

7.1. User numbers cannot exceed those listed in the License File. The extra licensed system is for backup only, not for any other processing.

7.2. In the event you use on-premises Software that integrates with the Software, your use of such on-premises Software is subject to the terms and conditions of the relevant end user license agreement, subscription agreement, or other agreement applicable to such on-premises Software. 

7.3. You may only use the Software through your private Internet/extranet connection or a wireless network on your own devices.

7.4. Client will assign a qualified person to oversee Services. Client is responsible for all management decisions relating to the Services, the use and implementation of the Services and for determining whether the Services are appropriate for your purposes. 

7.5. Client shall provide to TYDECO the information, data, resources, and assistance (including access to records, systems, premises, and people) that TYDECO reasonably requires to perform the Services. Client agrees to provide all reasonable assistance and cooperation to TYDECO in support of the Services. Any approvals which are required for TYDECO to perform the Services, shall be obtained by Client. Such approvals may include, but are not limited to, approval for TYDECO to access and use third-party facilities, hardware, and software. 

7.6. To the best of your knowledge, all information provided by you or on your behalf (“Client Data”) will be accurate and complete in all material respects. It is the Client’s responsibility to ensure that the provision of Client Data to us will not infringe any copyright or other third-party rights.

7.7. TYDECO will rely on the Client Data made available to us, and unless we expressly agree otherwise, will have no responsibility to evaluate or verify it. 

7.8. Client grants permission to TYDECO to access Client's computers, networks and other technology required to perform the Services but acknowledges that security of such items that may be accessed by TYDECO is the sole responsibility of Client.

8. Our Relationship with You

8.1. TYDECO will provide the Services to you as an independent contractor and not as an employee, agent, partner, or joint venture. Neither Party shall have any right, power, or authority to bind the other. 

8.2. TYDECO will not assume any of your management responsibilities in connection with the Services. We will not be responsible for the use or implementation of any of the Services, although we may otherwise provide advice and recommendations to assist you in your management functions and making decisions. 

8.3. TYDECO will perform the Services in a professional manner in accordance with applicable industry standards and at a level of proficiency to be expected of a consultant with a similar background and level of experience at the time the Services are rendered. 

8.4. If a Service is not performed as stated above, TYDECO shall, at TYDECO’s sole option, promptly utilize commercially reasonable efforts to correct any defective Service or refund the relevant fees paid for the defective Service; provided that Client notifies TYDECO of said breach in writing within 5 (five) business days after the defective Service is provided to Client.

8.5. TYDECO will cooperate with any security and clearance investigation activities initiated by the Client, as reasonably necessary, provided that such activities are communicated to TYDECO in advance.

9. Partner of Record Protection

9.1. Designation

9.1.1. Client acknowledges and agrees that TYDECO is the authorised and registered Business Partner of Record for any software products or subscriptions (“Software”) sold, licensed, or provisioned by TYDECO to Client in terms of this Agreement.

9.1.2. As such, TYDECO shall be entitled to receive all rebates, commissions, compensation, or benefits from the applicable software vendor associated with Client’s use, licensing, or renewal of such Software, for the duration of the applicable license term and for as long as TYDECO remains designated as the Partner of Record.

9.1.3. Client agrees not to take any action, directly or indirectly, to undermine or interfere with TYDECO’s designation as the Business Partner of Record with respect to any Software, except as expressly permitted under this Agreement.

9.2. Separation of Services and Software Licensing

9.2.1. Client retains the right to obtain Services (including implementation, training, configuration, or support) from third-party providers for any Software procured through TYDECO.

9.2.2. Such third-party engagement shall not alter or terminate TYDECO’s status as the Business Partner of Record for the Software or affect TYDECO’s entitlement to related compensation.

9.3. Restriction on Change of Partner of Record

Client shall not request or authorize a change in the Business Partner of Record designation for any software provided under this Agreement unless the following conditions are met:

9.3.1. TYDECO has materially breached its obligations under this Agreement, a Statement of Work (SOW), or any applicable Order Schedule relating to the Software; and

9.3.2. Client has provided written notice to TYDECO detailing the specific nature of the breach; and

9.3.3. TYDECO has failed to cure the breach within  60 (sixty) calendar days from receipt of the notice.

9.3.4. A change in designation based solely on preference, convenience, or interpersonal relationships shall not constitute grounds for a change of Partner of Record.

9.3.5. If the issue relates to functionality or technical limitations inherent to the Software and not within TYDECO’s control, such condition shall not be treated as a breach.

9.3.6. Any breach of this section by Client shall be deemed a material breach of the Agreement.

9.4. Consequences of Unauthorized Change

9.4.1. If Client facilitates or cooperates in changing the Partner of Record without complying with the requirements of this section, Client shall be liable for all lost compensation, rebates, or commission that TYDECO would have otherwise received for the duration of the affected Software license.

9.4.2. TYDECO may also suspend or terminate any related services, without liability, and pursue any additional remedies available under law of contract.

9.5. Compliance with Law and Survival

9.5.1. This clause shall be interpreted and enforced in accordance with applicable laws, including but not limited to competition and consumer protection laws. 

9.5.2. Should any portion of this clause be deemed unenforceable, such portion shall be limited or modified only to the extent required to comply with applicable law, and all remaining provisions shall remain in full force and effect.

9.5.3. The provisions of this section shall survive the expiration or termination of this Agreement to the extent they relate to rights, obligations, or compensation attributable to Software licenses procured during the term of this Agreement.

10. Software maintenance services

10.1. In consideration for the payment of the Annual License Fee, TYDECO will provide Tier 1 Software Support Services to the Client. Any additional Support or Professional Services would be set forth in an attached addendum.

10.2. If a support request goes beyond basic usage questions or remote troubleshooting (for example, it requires add-on implementations, report writing, system configuration changes, onboarding or extensive user training) TYDECO will notify the Customer and, with Customer approval, either coordinate an escalation to Tier 2 support with Sage or treat the work as a separate professional-services engagement. 

10.3. TYDECO will document each Tier 1 support incident and, where escalation is needed, provide case monitoring and communication with Sage on behalf of the Customer.

10.4. TYDECO will not be required to provide such Services to the client where any errors arise from:

10.4.1. Client’s failure to fulfil or comply with its obligations under this Agreement; or

10.4.2. any other circumstance where it is stated in the Documentation that such Software and Support Services will not be provided.

11. Use of Subcontractors

11.1. The Parties acknowledge and agree that TYDECO may, at its sole discretion, engage suitably qualified subcontractors to perform any portion of the Services on behalf of TYDECO, subject to the following conditions:

11.1.1. TYDECO shall retain responsibility for the proper, timely, and due performance of the Services;

11.1.2. Any failure by a subcontractor to perform its obligations in accordance with the terms of this Agreement shall be deemed a default by TYDECO; and

11.1.3. TYDECO shall bear all costs associated with the engagement of any subcontractor, and Client shall have no liability or responsibility for such costs, unless otherwise expressly agreed in writing by the Parties.

12. Engagement of Third-Party Contractors

12.1. Should TYDECO liaise or cooperate with third-party contractors at any time during the course of TYDECO rendering the Services to the Client, TYDECO shall manage the communication, coordination, and collaboration with the third-party contractor, as well as the deliverables for the Services, unless otherwise specified in the Service Schedule.

12.2. Should Client require TYDECO to liaise or cooperate with third-party contractors during the course of TYDECO rendering the Services to Client, the following shall apply:

12.2.1. Subject to receiving notification in accordance with the clause above TYDECO shall reasonably cooperate with such third-party contractor to ensure the integration of the Services and any other services provided by the third-party contractor to Client; and

12.2.2. Client shall be responsible for securing and maintaining all necessary licenses, consents, or authorities under any contract referred to in above clause, including any required to enable TYDECO to fulfil its obligations under this Agreement, and shall bear all fees and other charges payable to any third-party contractor pursuant to the contracts referred to in this section.

12.3. The Parties agree that TYDECO shall not be liable for any act or omission of any third-party contractor appointed by Client in terms of the above clauses.

12.4. All the terms and conditions of the Non-Solicitation clause shall apply to this section.

13. Company’s Operational requirements

13.1. Unless specified in any relevant addendum, the Parties agree that Client shall not be required to reimburse or compensate TYDECO (or any of its Staff) for any costs or expenses of any kind incurred by it (or its Staff) without Client’s prior written approval, which shall not be unreasonably withheld, or delayed.

13.2. Disbursements that have been pre-approved by the Client and are incurred by TYDECO in the course of providing the Services are recoverable. The procedure for obtaining approval for disbursements and the associated limits for travel, travel-time, visas, accommodation, subsistence, and daily out-of-town allowances shall be as stipulated in the relevant Addendum.

14. Compensation

14.1. TYDECO will send invoices at least monthly, but no more frequently than semi-monthly. 

14.2. Non-payment is considered a material breach of this Agreement.

14.3. Client agrees to notify TYDECO of any disputes within 10 (ten) days of the date of invoice.

14.4. Unless otherwise specified in a Service Schedule, Client will pay the Charges that are not the subject of a good faith dispute within 30 (thirty) days of the date of an invoice and without set off, or counterclaim deduction. 

14.5. TYDECO will apply a service charge of 2% per month or the highest lawful interest rate (whichever is lower) to all amounts not paid to TYDECO when due. 

14.6. No right to Use the Licensed Materials shall be granted until TYDECO has received full payment of the Initial License Fee and the Annual License Fee due regardless of implementation status. 

14.7. An Annual License Fee is payable for access to the Software and the Software Maintenance Services for a period of 1 (one) year from the date of the relevant invoice for such Annual License Fee (“Maintenance Period”) and on each Renewal Term to ensure access to and Use of the Software and Software Maintenance Services.

14.8. Payment of the Annual License Fee stipulated in the applicable Order will result in the automatic renewal of the Agreement for a further period of 12 (twelve) months (or for a term as stipulated in the applicable Order). 

14.9. License Fees are subject to an annual revision at the start of each Renewal Term.

14.10. In the event of non-payment of the Initial License Fee and/or Annual License Fee, TYDECO has the right to terminate this Agreement with immediate effect, suspend Client’s access to the Software and/or withhold the license renewal code.

14.11. A re-instatement fee will apply should Client wish to re-instate access.

14.12. The preferred means of payment for all clients is autopay via an ACH or E-check. Any client that opts out of auto payment will be required to supply TYDECO a retainer, the amount of which will be stated in the SOW. Autopayments will be processes as described in the SOW. If Client becomes delinquent in payment longer than 15 (fifteen) days from the invoice being issued, TYDECO reserves the right to pause work until payment is made in full. This may also result in a penalty fee, as well as a late-payment fee and interest.

14.13. All payments, fees and other charges payable by Client to TYDECO under this Agreement are exclusive of all federal, national, state, local and foreign taxes, levies and assessments, which are Client’s responsibility. Client shall obtain and provide to TYDECO any certificate of exemption or similar documents required to exempt any transaction under this Agreement from sales tax, use tax or other tax liability. 

14.14. Client shall be liable for any and all costs and expenses related to the process of collections including but not limited to court cost, filing fees, third party collection fees or any other expenses related to the collection of any debt. In the event that TYDECO utilizes services from a collection attorney the Client agrees to pay, including reasonable attorneys’ fees.

15. Changes to Compensation

15.1. During the term of Service, TYDECO may increase, or adjust the basis for calculating the compensation on a periodic basis. At a minimum, this will be a 5% increase annually. Except as otherwise stated in the SOW, TYDECO will, prior to any increase, or adjustment of the basis for calculating the Compensation give Client at least 30 (thirty) days’ advance written notice.

16. Performance Failures

16.1. In the absence of expressly agreed specifications or turnaround times, TYDECO shall perform the Services in accordance with industry best practices, using reasonable skill, care, and diligence, and within commercially reasonable timeframes.

16.2. Should TYDECO be unable to perform the Services as a result of the Client’s delays, lack of timely response, or Client’s staff turnover, it will not be considered a failure by TYDECO.

17. Breach

17.1. If either Party breaches any of the material provisions of this Agreement and fails to remedy that breach within 7 (seven) business days after receipt of a written notice from the non-defaulting Party requiring it to remedy that breach, the non-defaulting Party shall be entitled without prejudice to any remedies which it may otherwise have in terms of this Agreement or at law, to terminate this Agreement without further notice to the defaulting party.

18. Termination

18.1. Termination for convenience

TYDECO may terminate this Agreement by providing written notice of 30 (thirty) days to Client. Client may terminate this Agreement for Services only by providing notice of 30 (thirty) days and subject to the Partner of Record Protection clause. Neither Party shall be liable to each other for any costs resulting solely from such termination, except for any obligations that have accrued prior to the date of termination.

18.2. TYDECO may terminate this Agreement immediately if the Client commits a material breach of this Agreement or fails to pay any amounts due in terms of this Agreement that are outstanding for more than 30 (thirty) days. 

18.3. Either Party shall have the right to terminate this Agreement forthwith (but without affecting its accrued rights in terms of this Agreement or any Service Schedule as the case may be) should either Party discover (or upon reasonable grounds believe) that any of the following events have occurred, namely:

18.3.1. Termination for Bankruptcy. To the extent permitted under applicable laws, if at any time during the Term of this Agreement, an Event of Bankruptcy relating to either Party occurs, the Non-Bankrupt Party shall have, in addition to all other legal and equitable rights and remedies available hereunder, the option to terminate this Agreement upon 60 (sixty) days written notice to the Bankrupt Party.

18.3.2. Judgment is granted against either Party and such Party fails to satisfy or appeal against such judgment within 30 (thirty) days of the judgment being granted; or

18.3.3. Either Party ceases to continue business as a going concern.

18.4. In the event of termination of the Agreement in its entirety, all Services shall cease simultaneously on the termination date.

18.5. Termination under this clause shall be without prejudice to either Party’s other rights or remedies under the Agreement and in law.

18.6. Termination or expiry of the agreement and/or any Addendum shall not release either Party from any obligation, warranty, or duty that arose prior to termination or expiry and remains due or continues beyond termination or expiry in accordance with the terms of the Agreement.

19. Confidentiality

19.1. The Client acknowledges that the Licensed Materials contain intellectual property rights and know-how, system design and proprietary information which is the exclusive and valuable property and undertakes to treat as confidential all information contained or embodied in the Licensed Materials and in any specifications thereof made available.

19.2. Client shall be permitted to disclose aspects of the Licensed Materials to its Personnel to the extent necessary and to those Personnel having a legitimate need to know. Client is responsible for ensuring that such Personnel are made aware, prior to such disclosure, that the Licensed Materials are the confidential material of the Supplier, and that such Personnel may not disclose such material to outside third parties but keep the information confidential. 

19.3. Each Party agrees to hold the other Party's Confidential Information in strict confidence and not to disclose such Confidential Information to any third parties. Each Party also agrees not to use the other Party's Confidential Information for any purpose other than the performance or receipt of the Services. 

19.4. "Confidential Information" as used herein means all information disclosed by one Party to the other, or otherwise obtained by the Receiving Party pursuant to Services provided under this Agreement that is not generally known in the Disclosing Party's trade or industry and shall include, without limitation:

19.4.1. concepts and ideas relating to the development and distribution of content in any medium or to the current, future, and proposed products or services of the Disclosing Party or its subsidiaries or affiliates; 

19.4.2. trade secrets, drawings, inventions, know-how, software programs, and source documents;

19.4.3. information regarding plans for research, development, new service offerings or products, marketing and selling, business plans, business forecasts, budgets and unpublished financial statements, licenses and distribution arrangements, prices and costs, suppliers, and customers; and

19.4.4. any information regarding the skills and compensation of employees, contractors or other agents of the Disclosing Party or its subsidiaries or affiliates. 

19.4.5. Proprietary or confidential information of any third party who may disclose such information to Client or TYDECO in the course of performance of the Services. The Receiving Party's obligations set forth in this section shall not apply with respect to any portion of the Confidential Information that the Receiving Party can document by competent proof that such portion is in the public domain without any fault of the Receiving Party;

19.4.6. has been rightfully independently communicated to the Receiving Party free of any obligation of confidence; 

19.4.7. was developed by the Receiving Party independently of and without reference to any information communicated to the Receiving Party by the Disclosing Party. In addition, the Receiving Party may disclose Confidential Information to the limited extent required by a valid order of a court or other governmental body, or as otherwise required by law; or

19.4.8. information which is required to be publicly disclosed by law or by any statutory, governmental, or regulatory body having jurisdiction over such party.

19.5. The foregoing obligations as to confidentiality shall survive any termination under this Agreement, howsoever caused.

20. Intellectual Property

20.1. TYDECO shall retain ownership of the copyright and all other intellectual property rights involved in the production of the Services including, but not limited to, data, software, designs, utilities, tools, models, systems, work product, schedules and other methodologies and know-how that TYDECO owns or licenses. 

20.2. TYDECO acknowledges that all Intellectual Property Rights in Client Materials and Client Data are owned by Client. 

20.3. Client must notify TYDECO of any copyright or intellectual property infringement claim or action related to the Licensed Materials.

20.4. The foregoing obligations as to intellectual property rights indemnity shall survive any termination under this Agreement, howsoever caused. 

20.5. Client’s rights in respect of the Licensed Software shall be governed by the terms and conditions agreed between Client and the relevant third-party supplier of such Licensed Software.

21. Security, Data Reliance, and Internal Controls Disclaimer

21.1. Access to Client Technology

21.1.1. Client grants TYDECO permission to access its computers, networks, and other technological resources as necessary to perform the agreed-upon services. However, Client acknowledges and accepts that the security of these items accessed by TYDECO remains the sole responsibility of Client.

21.1.1. TYDECO will rely exclusively on Client Data provided to us. Unless otherwise expressly agreed in writing, TYDECO assumes no responsibility to evaluate, verify, or audit the accuracy or completeness of the information supplied by Client. 

21.1.1. Client must not rely on the services performed by TYDECO under this Agreement as a means to disclose errors, irregularities, or illegal acts, including fraud or defalcations, which may exist within the Client’s operations. Notwithstanding this limitation, if TYDECO becomes aware of any material errors, irregularities, or illegal acts during the provision of services, TYDECO shall inform the appropriate level of Client’s management in writing, unless such matters are clearly inconsequential.

21.2. Internal Controls and Fraud Prevention Disclaimer

21.2.1. Client acknowledges that TYDECO is not engaged to and does not provide assurance services, audit services, or any guarantee regarding the effectiveness of Client’s internal controls or fraud prevention measures and TYDECO makes no representation or warranty that any recommended internal control, procedure, or safeguard will prevent or detect fraud, misconduct, or other illegal acts.

21.2.2. However, TYDECO will fully cooperate with any security and clearance investigation activities initiated by Client, provided that such activities are communicated to TYDECO in advance and are reasonably necessary. This cooperation will be extended in good faith to support Client’s requirements regarding security and compliance processes.

21.2.3. Any recommendations or advice provided by TYDECO relating to internal controls, risk management, or fraud prevention are for informational purposes only. It is Client’s responsibility to evaluate, implement, and monitor such recommendations.

21.2.4. Furthermore, TYDECO shall not be liable for any losses, damages, or claims arising from Client’s implementation of such recommendations, including any fraud, misconduct, or illegal acts that may occur despite or in connection with such controls.

22. Warranty

22.1. TYDECO warrants that it has the right to grant the licences to Use the Software as set out in this Agreement.

23. Disclaimer of any Warranties

23.1. TYDECO EXPRESSLY DISCLAIMS, AND CLIENT EXPRESSLY WAIVES, ALL WARRANTIES, EXPRESSED, STATUTORY OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. UNLESS OTHERWISE PROVIDED IN THIS AGREEMENT, THE SERVICES ARE PROVIDED "AS IS" WITH ALL FAULTS AND THE ENTIRE RISK AS TO SATISFACTION, QUALITY, PERFORMANCE, ACCURACY, AND EFFORT IS WITH CLIENT. CLIENT ACKNOWLEDGES THAT THERE IS NO WARRANTY AGAINST INTERFERENCE WITH ENJOYMENT OR INFRINGEMENT IN CONNECTION WITH THE SERVICES. 

23.2. TYDECO SHALL NOT BE LIABLE FOR ANY COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, LOSS OF USE, LOSS OF DATA, LOSS OF REVENUE, INTERRUPTION OF BUSINESS, LOST PROFITS OR ANY CONSEQUENTIAL, SPECIAL, INCIDENTAL, PUNITIVE, OR INDIRECT DAMAGES OF ANY KIND UNDER ANY CAUSE OR ACTION (INCLUDING CONTRACT, TORT OR STRICT LIABILITY) ARISING FROM OR OUT OF THIS AGREEMENT, WHETHER OR NOT TYDECO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

24. General

24.1. Non-Solicitation

During the term of this Agreement and for a period of at least 1 (one) year after its expiration or termination, the Parties agree not to solicit, in any capacity including as an employee, consultant, agent, subcontractor, or representative (“Employee”), any individual who is employed by any of the Parties at the time such solicitation occurs. If this covenant is breached, the Affected Party may seek injunctive relief from any court of equity and, if a violation is confirmed, may also recover liquidated damages equal to one year of the hired employee's total annual compensation. This amount is agreed as reasonable due to the difficulty of proving actual damages. Additionally, if a Party hires an employee of the other Party during the agreement or within one year after its end, the Breaching Party must pay a recruitment fee of 33% of the employee’s offered annual salary.

24.2. Indemnification

The Parties agree to defend, indemnify, and hold harmless each other and its respective principals, officers, directors, employees, and agents, from any losses, liabilities, damages and all related costs and expenses including reasonable attorneys' fees arising from or in connection with:

24.2.1. any third-party legal proceedings or action arising from any Party’s actions, negligence, or wilful misconduct,

24.2.2. any claims of infringement of any patent, trade secret, copyright, or other proprietary rights alleged to have occurred because of resources, data, material, systems, hardware, software, or any other information provided to any one of the Parties, and

24.2.3. injury or death of a person, or loss of or damage to real or tangible personal property caused by the conduct of any of the Parties.

24.3. Use of AI Systems

24.3.1. Use of AI Systems

Customer acknowledges and agrees that TYDECO may, in the course of providing the Services, utilize automated tools, machine learning systems, generative artificial intelligence systems, analytics platforms, and other emerging technologies (“AI Systems”) to support the delivery of Services.

24.3.2. No Separate Notice Required

Unless expressly agreed in writing, TYDECO may use AI Systems without specific prior notice to or approval from Customer, provided that such use remains subject to TYDECO’s confidentiality and data protection obligations under this Agreement.

24.3.3. Modification or Discontinuation

TYDECO may modify, replace, suspend, or discontinue any AI Systems used in connection with the Services at its discretion, provided that the overall Services remain materially consistent with the applicable Statement of Work or Order Schedule.

24.3.4. Confidentiality and Data Handling

TYDECO shall implement reasonable safeguards to ensure that Customer Confidential Information processed through AI Systems is handled in accordance with this Agreement and applicable data protection laws.

24.3.5. No Independent Reliance on AI Output

Customer acknowledges that AI Systems may generate probabilistic or automated outputs. All outputs provided to Customer form part of the Services and are subject to the disclaimers and limitations of liability set forth in this Agreement.

24.3.6. No Warranty of AI Accuracy

To the extent permitted by law, TYDECO makes no independent warranty regarding the accuracy, completeness, or error-free operation of any AI Systems used in delivering the Services.

24.4. Nature of Services; No Legal or Regulatory Advice

24.4.1. Consulting Nature of Services

The Services provided under this Agreement are consulting, advisory, implementation, and support services in connection with software, governance frameworks, and related operational matters.

24.4.2. No Legal, Audit, or Regulatory Representation

TYDECO is not a law firm, accounting firm, or licensed regulatory advisory body. TYDECO does not provide legal advice, legal opinions, regulatory certifications, audit opinions, or formal compliance determinations.

24.4.3. Informational References Only

Any references to laws, regulations, governance codes, industry standards, or regulatory frameworks are provided solely for general informational purposes in connection with the Services and do not constitute legal or regulatory advice.

24.4.4. Client Responsibility for Compliance

Customer remains solely responsible for: (a) identifying applicable laws and regulations; (b) interpreting legal and regulatory requirements; (c) ensuring compliance in all jurisdictions in which it operates; and (d) obtaining independent legal, regulatory, tax, or other professional advice as appropriate.

24.4.5. No Fiduciary Relationship

Nothing in this Agreement creates a fiduciary, agency, partnership, or joint venture relationship between the parties. TYDECO acts solely as an independent contractor.

24.4.6. No Assumption of Regulatory Liability

TYDECO shall not be liable for fines, penalties, sanctions, regulatory actions, or enforcement proceedings arising from Customer’s failure to comply with applicable laws or regulations, except to the extent directly caused by TYDECO’s breach of this Agreement.

24.4.7. Integration with Limitation of Liability

All Services, including advisory or governance-related recommendations, are subject to the limitations of liability set forth in this Agreement

24.5. Limitation of Liability

24.5.1. Regardless of the cause of action or the legal basis for any claim, including negligence, TYDECO’s total liability to Client for any damages related to the Services shall be strictly limited to the total fees paid by Client to TYDECO for Services during the six (6) months immediately preceding the event giving rise to the claim. This limitation applies to all claims arising out of or in connection with the Agreement.

24.5.2. The limitation of liability shall not apply in cases of gross negligence, fraud, or wilful misconduct. These cut-outs ensure that the Parties remain accountable for egregious conduct and align with industry norms.

24.6. Force Majeure

TYDECO shall not be liable to Client for any delay or failure to perform due to causes beyond its reasonable control. Performance times shall be considered extended for a period equivalent to the time lost because of any such delay. TYDECO is not bound to conduct its obligations mentioned under this Agreement if its enforcement is hindered by an event of force majeure. The following circumstances shall be considered as force majeure, without being limitative: a state intervention, weather conditions, war, insurrection, terrorist attack, pandemic, act of God, breakdowns and disruptions in telecommunications and internet connections, disruptions in software, delay or breach of TYDECO’s contractors in the performance of their obligations or strikes or similar circumstances which result in the Services not being provided or being provided with delay and/or being provided partially. TYDECO shall have no obligation to prove that such circumstances were unforeseeable and unavoidable.

24.7. Account Information from Third Party Sites

If necessary for the provision of Services, Client may direct TYDECO to retrieve certain information maintained online by third-party financial institutions or providers with which Client has a customer relationship and maintain accounts or engage in financial transactions (“Account Information”). Client agrees to provide username, password, PIN and other log-in information and credentials necessary to access Client’s account with such institutions or providers (“Access Information”), and you hereby grant TYDECO permission to use the Access Information and Account Information if necessary for the provision of Services.

24.8. Data Privacy Laws

The Parties agree that they will comply with any data privacy laws, such as the General Data Protection Regulation (GDPR) and process all the information and/or personal data in respect of the Services being rendered in accordance with the said Act and Regulations and only for the purpose of providing the Services as set out in the Agreement.

24.9. Disputes

The Parties shall attempt to resolve any dispute or claim arising out of or in connection with the Agreement or TYDECO’s services, by mediation, with written notice to the other Party. The mediator shall be selected by the Parties and agreed to in writing. Each Party shall bear its own costs in mediation. The Parties shall equally share the fees and expenses of the mediator. If the Parties have not resolved a dispute within 90 (ninety) days after mediation, the mediation shall terminate, and the dispute shall be settled by binding arbitration. The arbitration will be conducted before a panel of three arbitrators. Any issue concerning the extent to which any dispute is subject to arbitration, or concerning the applicability, interpretation, or enforceability of any of these procedures shall be governed by the Federal Arbitration Act and resolved by the arbitrators. The arbitration panel shall have no power to award non-monetary or equitable relief of any sort or to make an award or impose a remedy that (i) is inconsistent with the agreement or any other agreement relevant to the dispute, or (ii) could not be made or imposed by a court deciding the matter in the same jurisdiction. In deciding the dispute, the arbitration panel shall apply the limitations period that would be applied by a court deciding the matter in the same jurisdiction.

24.10. Notices

All notices under the Agreement must be in writing and sent by email, by courier, or delivered in person at the address set out on the latest Statement of Work between the parties (or such other more recent address notified to the other).

24.11. Choice of Venue

The validity, construction, and interpretation of this Agreement and the rights and duties of the Parties hereto, shall be governed by the laws of the State of Maryland, excluding its principles of conflict of laws. The venue for any dispute resolution will be Montgomery County, Maryland and Client hereby waives its rights to trial by jury.

24.12. Waiver and Severability

Any failure by TYDECO to enforce any of its rights or prerogatives under this Agreement or any failure by TYDECO to react to a default or breach by Client of all or any parts of the provisions of the Agreement shall not constitute a waiver by TYDECO of any of its rights thereunder. Each clause or term of the Agreement constitutes a separate and independent provision. If any of the provisions of the Agreement is void or unenforceable, the remaining provisions shall continue in full force and effect.

24.13. Assignment

Neither Party may assign or transfer (by operation of law or otherwise) any right or obligation under the Agreement without the other Party’s prior written consent, which may not be unreasonably withheld or delayed. Any assignment in violation of this clause shall be null and void. However, TYDECO may, without Client’s consent, assign the Agreement or any rights granted in the Agreement, in whole or part, either to an Affiliate or in connection with a reorganization, merger, acquisition or divestiture of TYDECO or any similar business transaction, provided that TYDECO provide Client notice in writing of such assignment 30 (thirty) days prior to its effect.

24.14. Precedence

If there is any conflict among any elements of the Agreements, the descending order of precedence will first be the Statement of Work (unless expressly stated otherwise for any particular terms) then the MSA Terms and Conditions.

24.15. Continuing effectiveness of certain provisions

The expiration or termination of this Agreement will not impact any provisions that are expressly stated to remain in effect after such expiration or termination, nor will it affect those provisions which must, by necessity, continue to be operative, even if they do not explicitly mention post-termination applicability.

This Agreement applies only to Master Services Agreement Acceptance and Services Authorization documents executed after the “Last Updated” date set forth above. Prior versions of this Agreement remain applicable to agreements executed before that date unless otherwise amended in writing.

Execution and Acceptance
This Master Services Agreement is not executed by signature on this page. This Agreement becomes legally binding and effective as of the date the Customer executes a “Master Services Agreement Acceptance and Services Authorization” document referencing this Agreement.