Master Service Agreement

This Master Service Agreement (“Agreement”) is entered into between K15 Labs, LLC (“K15 Labs”) and [Client legal name] (“Client”), and governs the services K15 Labs provides to Client.

K15 Labs provides managed AI-native engineering pods. Client owns its product decisions, code, accounts, and roadmap. K15 Labs manages the people, cadence, technical execution inside the agreed process, and quality control of the pod.

The engagement-specific details are set out in Schedule 1: Engagement details below, which forms part of this Agreement. There is no separate Statement of Work.

If the parties add pod members, change pricing, change the start date, add specialist roles, add on-call support, or materially change the engagement, the change must be confirmed in writing by both parties. This may be done by signed addendum, written order form, or other written confirmation approved by both parties (see /legal/addendum).

K15 Labs will provide Client with a managed AI-native engineering pod.

A pod may include:

• AI-native developers;
• a dedicated Pod Owner;
• a Technical Lead;
• specialists, such as designers, QA, cloud/DevOps engineers, or other web-development talent, if agreed in Schedule 1 or a later written addendum.

K15 Labs is responsible for staffing, managing, coordinating, reviewing, and replacing pod members as described in this Agreement.

Client is responsible for deciding what should be built, in what order, and what “done” means.

Client Product Owner

Client will designate a Product Owner or primary decision-maker.

The Product Owner is responsible for:

• setting product priorities;
• approving scope and sequencing;
• defining acceptance criteria;
• deciding what “done” means;
• providing business context;
• making product, commercial, and roadmap decisions.

K15 Labs does not replace Client’s Product Owner.

Pod Owner

K15 Labs will provide a Pod Owner for the engagement. The Pod Owner is Client’s single point of contact.

The Pod Owner coordinates the pod, turns Client’s priorities into the working plan, runs the cadence, manages communication, handles staffing coordination, and owns replacement logistics.

The Pod Owner coordinates the work but does not decide Client’s product priorities.

Technical Lead

K15 Labs will provide a Technical Lead for the pod.

The Technical Lead owns technical direction inside the pod against Client’s technical strategy, standards, roadmap, and specifications.

If Client has a CTO, internal technical lead, or opinionated internal engineering function, the Technical Lead works as an extension of that direction.

If Client does not have internal technical leadership, the Technical Lead sets the pod’s technical direction and makes reasonable technical calls needed to move the work forward.

The Technical Lead reviews pull requests and holds code-producing pod members to Client’s standards.

AI-native developers and specialists

AI-native developers and code-producing specialists build the Work Product.

Specialists may include designers, QA, cloud/DevOps engineers, or other web-development talent.

Specialists who ship code count as code-producers. Specialists who do not ship code, such as designers or manual-only QA, do not count as code-producers.

The base pod includes:

• one AI-native developer;
• one Pod Owner;
• one Technical Lead.

Additional members may be added as agreed in Schedule 1 or a later written addendum.

The maximum number of code-producers per pod is 5. The Pod Owner and Technical Lead are included and do not count against that cap.

If Client adds code-producers beyond 5, an additional pod is required. The additional pod will include its own Technical Lead. Pod Owner coverage will be as set out in Schedule 1 or the applicable addendum.

No price increase, pod expansion, or additional pod begins unless confirmed in writing by both parties.

The pod works in Client’s environment and follows Client’s agreed engineering process.

This may include Client’s:

• code repositories;
• issue tracker;
• documentation tools;
• CI/CD pipelines;
• cloud accounts;
• branch strategy;
• review standards;
• deployment process;
• security process.

If Client does not have a defined process for an area, K15 Labs may propose one in writing. Once approved by Client, that process becomes part of the process of record.

K15 Labs will not knowingly create unnecessary K15 Labs-side mirrors of Client’s systems or repositories.

Unless Schedule 1 says otherwise, K15 Labs may use its own paid AI tooling to assist with development at no extra tooling charge to Client.

If Client requires specific AI tooling, model deployments, security restrictions, or no-use zones, those requirements must be stated in Schedule 1 or otherwise confirmed in writing.

AI-assisted code is treated the same as any other code. It must go through the same review process and meet the same standards.

K15 Labs remains responsible for the work performed by its pod, whether or not AI tooling is used.

Client will:

• provide timely access to required systems, accounts, repositories, tools, documentation, and stakeholders;
• maintain control of its product, roadmap, accounts, infrastructure, and business decisions;
• provide reasonable technical and business context;
• designate a Product Owner or primary decision-maker;
• respond to blockers, escalations, and approval requests within a reasonable time;
• maintain required third-party accounts, subscriptions, licenses, APIs, credentials, and infrastructure unless otherwise agreed;
• keep secrets and credentials in Client-managed secret stores where reasonably possible.

K15 Labs is not responsible for delays caused by missing access, unclear priorities, unavailable stakeholders, unavailable third-party systems, or Client-controlled blockers.

K15 Labs will:

• provide the pod composition agreed in Schedule 1;
• manage staffing, coordination, cadence, and replacement logistics;
• provide Technical Lead review for code-producing work;
• provide Pod Owner coordination and reporting;
• work in Client’s agreed tools and accounts;
• follow the process of record;
• use reasonable skill and care in performing the services;
• maintain reasonable security practices for the engagement;
• keep assigned personnel bound by confidentiality and IP obligations consistent with this Agreement.

K15 Labs does not guarantee a specific business outcome, revenue outcome, delivery date, feature result, or uninterrupted availability unless expressly agreed in writing.

Unless Schedule 1 says otherwise, K15 Labs will provide a weekly written report.

The report may include:

• shipped work;
• work in progress;
• blockers;
• next priorities;
• pull requests reviewed;
• risks;
• Pod Owner notes.

The meeting cadence, async communication tools, and review rhythm are set out in Schedule 1.

Client will pay the monthly fees set out in Schedule 1.

The first month is paid upfront.

Work begins only after this Agreement is signed, Schedule 1 is confirmed, required access is available, and the first payment has cleared.

Monthly recurring billing continues during the minimum term.

After the minimum term, the engagement renews monthly unless cancelled under this Agreement.

Any added pod member, specialist, pod expansion, pass-through cost, or material pricing change must be confirmed in writing before it is charged (see /legal/addendum).

Unless Schedule 1 says otherwise:

• billing currency is USD;
• infrastructure, SaaS, cloud, third-party tools, paid APIs, and other third-party costs are excluded unless listed as included;
• approved pass-through costs are billed at cost with reasonable itemization.

If an undisputed invoice is more than [15] days overdue, K15 Labs may pause services after written notice.

During a payment pause, K15 Labs may stop starting new work and may suspend active work until the account is current.

A payment pause does not change ownership of Work Product already created.

K15 Labs will not delete, disable, claw back, or intentionally interfere with Work Product already delivered in Client’s accounts because of non-payment.

The minimum term and active schedule extend by the length of any payment pause unless K15 Labs waives that extension in writing.

K15 Labs staffs and manages the pod.

K15 Labs may replace any pod member for performance, fit, conduct, attendance, availability, role changes, or operational reasons.

Client may request replacement of a pod member for reasonable cause by notifying the Pod Owner.

K15 Labs will use a reasonable continuity process for replacements. Where practical, the incoming member will onboard with context before the outgoing member rolls off.

The continuity process may include transfer of:

• open pull requests;
• in-flight tickets;
• architecture context;
• current priorities;
• relevant documentation;
• Client standards;
• known risks and blockers.

Changes to the Technical Lead or Pod Owner will be communicated to Client promptly and, where practical, ahead of the change.

K15 Labs does not promise that individual pod members will never change.

Each party will protect the other party’s Confidential Information.

“Confidential Information” means non-public information disclosed by or on behalf of a party in connection with this Agreement, including business, technical, financial, product, customer, personnel, operational, code, architecture, security, pricing, and process information.

Confidential Information does not include information that the receiving party can show:

1. is or becomes public through no breach of this Agreement;
2. was already known without a confidentiality obligation;
3. was lawfully received from a third party without restriction;
4. was independently developed without using the disclosing party’s Confidential Information.

The receiving party may use Confidential Information only to perform or receive services under this Agreement.

The receiving party may disclose Confidential Information only to employees, contractors, advisors, legal counsel, accountants, or representatives who need to know it and who are bound by confidentiality obligations at least as protective as this Agreement.

Confidentiality obligations survive for two (2) years after disclosure, except trade secrets, which remain protected for as long as they qualify as trade secrets under applicable law.

If the parties have signed a separate NDA (see /legal/nda), the separate NDA also applies. If there is a conflict between this Agreement and the NDA, the more protective confidentiality term applies.

Every K15 Labs team member assigned to Client’s work is bound by confidentiality obligations consistent with this section through the Employment Contract Addendum K15 Labs signs at hire; the standard form is published at /legal/employment-contract-addendum.

Client ownership of Work Product

“Work Product” means source code, configuration, designs, documentation, technical materials, and other deliverables created by the pod specifically for Client under this Agreement.

Client owns all right, title, and interest in the Work Product from the moment it is created.

K15 Labs assigns to Client all rights K15 Labs may have in the Work Product.

To the extent any Work Product does not vest in Client by assignment, K15 Labs grants Client a worldwide, perpetual, irrevocable, transferable, sublicensable, royalty-free license to use, modify, commercialize, and exploit the Work Product for any purpose.

This ownership is not conditional on payment.

Client systems and materials

Client owns its code, repositories, accounts, environments, data, credentials, product materials, business materials, and systems.

K15 Labs receives no ownership rights in Client systems or Client materials.

K15 Labs materials

K15 Labs retains ownership of its pre-existing and independently developed methods, workflows, internal documents, training materials, operating model, staffing process, review standards, templates, know-how, tools, business materials, and general engineering methods.

K15 Labs will not reuse Client’s code, data, Confidential Information, or Client-specific Work Product for another client.

General know-how

K15 Labs and its personnel may use general skills, experience, ideas, concepts, and know-how retained in memory, provided they do not use or disclose Client’s Confidential Information, code, data, or Client-specific materials.

Third-party components

Open-source and third-party components remain governed by their own licenses.

K15 Labs will use reasonable care to avoid third-party components that are knowingly incompatible with Client’s stated intended use.

Client is responsible for third-party subscriptions, licenses, API terms, and vendor accounts unless otherwise agreed in writing.

Confirmatory documents

On reasonable request, K15 Labs will sign documents reasonably needed to confirm Client’s ownership of Work Product.

K15 Labs may use employees, contractors, subcontractors, affiliates, and specialists to provide the services.

K15 Labs remains responsible for their work under this Agreement.

K15 Labs will ensure personnel assigned to Client work are bound by confidentiality and IP obligations consistent with this Agreement through the Employment Contract Addendum K15 Labs signs at hire, as published at /legal/employment-contract-addendum.

K15 Labs will use reasonable administrative, technical, and organizational safeguards appropriate for the nature of the engagement.

Unless otherwise agreed:

• access to Client systems is limited to assigned personnel who need access;
• secrets should remain in Client-managed secret stores;
• Client controls its own accounts, repositories, infrastructure, and credentials;
• access should be revoked at the end of the engagement or when a pod member no longer needs it;
• production access, administrative access, on-call responsibility, and incident response obligations are included only if stated in Schedule 1.

Each party will notify the other without unreasonable delay after confirming a security incident that materially affects the engagement or the other party’s Confidential Information.

Unless expressly agreed in writing, K15 Labs does not provide legal, financial, accounting, medical, compliance, cybersecurity audit, penetration testing, or regulated professional services.

K15 Labs may provide technical implementation support, but Client remains responsible for its own legal, regulatory, security, privacy, and compliance obligations.

K15 Labs will perform the services in a professional and workmanlike manner using reasonable skill and care.

Except as expressly stated in this Agreement, the services and Work Product are provided without warranties of any kind, whether express, implied, statutory, or otherwise.

K15 Labs does not warrant that the services or Work Product will be error-free, uninterrupted, meet every business objective, produce a specific commercial result, or be compatible with every third-party system unless expressly agreed in writing.

Neither party is liable for indirect, incidental, consequential, special, exemplary, or punitive damages, or for lost profits, lost revenue, lost business opportunity, loss of goodwill, or loss of data, even if advised of the possibility.

Each party’s total cumulative liability arising out of or relating to this Agreement is limited to the amounts paid or payable by Client to K15 Labs under this Agreement in the twelve (12) months before the event giving rise to the claim.

The liability cap does not apply to:

• payment obligations;
• breach of confidentiality;
• misuse of the other party’s intellectual property;
• fraud or willful misconduct;
• claims that cannot be limited under applicable law.

The engagement starts on the start date stated in Schedule 1.

The minimum term is stated in Schedule 1.

Either party may terminate the engagement after the minimum term with 30 days’ written notice.

Either party may terminate for material breach if the breach is not cured within 15 days after written notice.

K15 Labs may terminate or suspend services for non-payment as described in this Agreement.

On termination:

• K15 Labs will stop work;
• Client will pay all undisputed amounts owed through the effective termination date;
• K15 Labs will reasonably cooperate with transition of in-flight work;
• each party will return or destroy Confidential Information on written request, subject to legal, compliance, audit, and backup retention;
• Client retains ownership of Work Product.

K15 Labs invests in recruiting, training, managing, and assigning pod members.

During the engagement and for [12] months after the engagement ends, Client will not knowingly solicit for employment or hire any individual assigned by K15 Labs to Client’s engagement without K15 Labs’ prior written consent.

This restriction applies only to individuals who actually worked on Client’s engagement.

It does not apply to:

• general job postings not targeted at K15 Labs personnel;
• individuals who contact Client independently without solicitation;
• individuals who were not assigned to Client’s engagement;
• hiring after the restricted period ends.

If Client wishes to hire an assigned individual during the restricted period, K15 Labs may consent in writing subject to a placement fee equal to [25%] of the individual’s expected first-year compensation, or another amount agreed in writing.

This section is intended to protect K15 Labs’ legitimate business interest in its assigned personnel and managed pod model. It should be interpreted only as far as permitted by applicable law.

The parties are independent contractors.

This Agreement does not create an employment, partnership, franchise, fiduciary, agency, or joint venture relationship.

K15 Labs is responsible for hiring, managing, supervising, compensating, and replacing its personnel.

Client does not control the employment terms of K15 Labs personnel.

The parties will first attempt in good faith to resolve disputes through direct discussion between authorized representatives.

Either party may seek injunctive or equitable relief where necessary to protect Confidential Information, intellectual property, systems, or personnel restrictions.

This Agreement is governed by the laws of [Delaware, USA], without regard to conflict of law rules.

The parties submit to the exclusive jurisdiction of the courts located in [Delaware, USA], unless Schedule 1 states another jurisdiction.

This Agreement, Schedule 1, and any written addenda form the complete agreement between the parties regarding the services.

Amendments must be in writing and approved by both parties.

If any provision is unenforceable, the rest remains in effect.

Neither party may assign this Agreement without the other party’s written consent, except to an affiliate or successor in connection with a merger, acquisition, reorganization, or sale of substantially all assets.

Failure to enforce a provision is not a waiver.

Notices must be sent to the contact details stated in Schedule 1 or any updated notice address provided in writing.

Electronic signatures and electronic approvals are valid.

The fields below are filled in for each engagement and form part of this Agreement.

1. Parties

• K15 Labs: K15 Labs, LLC
• Client legal name: [Client legal name]
• Client billing contact: [Billing contact]
• Client Product Owner: [Product Owner name]
• Client technical contact, if any: [Technical contact]

2. Pod composition

Base pod:

• 1 AI-native developer;
• 1 Pod Owner;
• 1 Technical Lead.

Additional members at start:

• [Additional AI-native developers, if any]
• [Designers, if any]
• [QA, if any]
• [Cloud/DevOps engineers, if any]
• [Other specialists, if any]

Code-producers at start: [N] of 5 per pod.

Non-code-producing specialists at start: [N].

3. Pricing

• Base pod monthly price: $7,500 per month.
• Additional member pricing: starts at $6,490 per month, pro-rated to the allocation actually used. Some specialist roles may cost more.
• Total monthly plan: [Calculated monthly amount].
• Billing currency: USD.
• Pass-through costs: [None / as listed below].

Approved pass-through costs:

• [Cloud infrastructure, if applicable]
• [SaaS subscriptions, if applicable]
• [Third-party licenses, if applicable]
• [Other]

4. Start date and term

• Confirmed start date: [Start date]
• Minimum term: [3 months]
• After the minimum term, the engagement renews monthly unless cancelled with 30 days’ written notice.
• Operational lead time: 3–5 weeks.

5. Tools and environment

• Async chat: [Slack / Teams / other]
• Project management: [Linear / Jira / Notion / other]
• Code repository: [GitHub / GitLab / Bitbucket]
• Documentation: [Notion / Confluence / other]
• CI/CD: [Client pipeline]
• Cloud/infrastructure: [Client accounts / K15 Labs-managed environment / mixed]
• Secrets: [Client-managed secret store]
• Calls: [Cadence]

6. Process of record

• Branching strategy: [Client process / K15 Labs-proposed, Client-approved]
• Pull request review: Technical Lead review required for code-producing pod work.
• Deployment process: [Client process / K15 Labs-proposed, Client-approved]
• Incident response: [Client process / not included / added terms]
• On-call: [Not included / included as described]
• Acceptance process: [Client Product Owner approval / ticket acceptance / other]

7. AI tooling election

Select one:

• ☐ K15 Labs default AI tooling. K15 Labs provides its own paid AI tooling at no extra tooling charge to Client.
• ☐ Client-required AI tooling. K15 Labs uses Client-specified tooling, model deployments, or restrictions as follows: [specify tooling, restrictions, approved systems, no-use zones, or compliance requirements].

8. Reporting cadence

• Weekly report: [Yes / No]
• Report day: [Friday / other]

Report includes:

• shipped;
• in progress;
• blockers;
• next priorities;
• pull requests reviewed;
• risks;
• Pod Owner notes.

9. Availability

• Expected working hours: [Standard business hours / specified overlap]
• Required timezone overlap: [Specify]
• Public holidays and reasonable time off: [Standard / special notice required]
• After-hours work: [Not included / included as specified]
• On-call rotation: [Not included / included as specified]

10. Exclusions

Unless expressly added in this Schedule, the services exclude:

• infrastructure and SaaS subscription costs;
• third-party licenses and paid APIs;
• legal, compliance, accounting, or regulated professional services;
• penetration testing or formal security audits;
• on-call support;
• after-hours incident response;
• on-site travel;
• marketing or sales work;
• custom contract drafting.

11. Data Processing Agreement

Select one:

• ☐ Not applicable. Client confirms the engagement does not require K15 Labs to process personal data on Client’s behalf.
• ☐ Required. The Data Processing Agreement (see /legal/dpa) forms part of this Agreement and must be completed before K15 Labs processes personal data.

12. Signatures