Client-Facing Master Services Agreement
Important note: This is a practical business draft for attorney review, not a final legal instrument. A client-facing services agreement for an investment-research-adjacent business should be reviewed for state law, indemnity scope, intellectual property treatment, confidentiality structure, cybersecurity language, billing mechanics, and any provisions relevant to Section 28(e), marketing-rule risk, or client regulatory status.
MASTER SERVICES AGREEMENT
This Master Services Agreement (the "Agreement") is entered into as of [Effective Date] by and between Sovereign+, LLC d/b/a Facti Machina, a [State] limited liability company ("Facti Machina"), and [Client Legal Name], a [State/Country and entity type] ("Client").
1. Purpose
This Agreement sets forth the general terms under which Facti Machina may provide research support services, custom research workflows, AI-enabled tools, strategic analysis support, documentation support, and related services to Client. Specific services will be described in one or more statements of work or order forms referencing this Agreement (each, an "SOW").
2. Nature Of Services
2.1 Facti Machina will provide the services described in each SOW using personnel, contractors, tools, methods, and workflows it considers appropriate, subject to the terms of this Agreement.
2.2 Facti Machina does not serve as Client's investment adviser, broker, dealer, placement agent, fiduciary, attorney, accountant, auditor, or compliance officer unless a separate written agreement expressly states otherwise.
2.3 Client retains sole responsibility for all investment decisions, trading activity, portfolio construction, suitability judgments, legal and compliance determinations, regulatory filings, valuation judgments, client disclosures, and supervisory obligations.
3. Statements Of Work
3.1 Each SOW will describe the applicable services, deliverables, timing, assumptions, fees, expenses, key contacts, and any service-specific terms.
3.2 If there is a conflict between this Agreement and an SOW, the SOW will control only for that specific engagement and only to the extent of the conflict.
3.3 No minimum volume of work is required unless stated in an SOW.
4. Fees And Payment
4.1 Client will pay the fees set forth in each SOW.
4.2 Unless otherwise stated, invoices are due within fifteen (15) days of receipt.
4.3 Late payments may accrue interest at the lesser of 1.0% per month or the maximum rate permitted by law.
4.4 Client is responsible for all applicable taxes, duties, and governmental charges other than taxes based on Facti Machina's net income.
4.5 If the parties intend to structure any portion of the services for possible treatment by Client under Section 28(e) or a similar framework, that intent must be stated in the applicable SOW or invoicing instructions. Facti Machina makes no representation that any fee, service, deliverable, or invoice qualifies for such treatment, and Client remains solely responsible for any determination, allocation, or documentation decision made for regulatory, accounting, or fiduciary purposes.
5. Client Responsibilities
Client will:
Provide timely access to reasonably necessary information, personnel, systems, and feedback.
Ensure that all materials it provides may lawfully be used for the engagement.
Review deliverables promptly.
Make independent decisions regarding any use of deliverables.
Maintain appropriate internal supervisory, legal, compliance, cybersecurity, and records-management processes.
Facti Machina is not responsible for delays caused by Client's failure to provide information, approvals, access, or decisions when needed.
6. Intellectual Property
6.1 Client Materials. Client retains all right, title, and interest in materials supplied by Client.
6.2 Facti Machina Materials. Facti Machina retains all right, title, and interest in its pre-existing materials, methods, prompts, workflows, templates, analytical frameworks, software components, know-how, and general intellectual property developed independently of Client-specific deliverables.
6.3 Deliverables. Unless otherwise stated in an SOW, upon full payment Client receives a non-exclusive, non-transferable, internal-use license to use deliverables created specifically for Client under the applicable SOW for Client's internal business purposes. Ownership transfer, source-code transfer, or exclusivity must be expressly stated in the SOW.
6.4 Facti Machina may reuse general skills, experience, concepts, methods, and non-confidential know-how gained in performing services, provided it does not disclose Client Confidential Information.
7. Confidentiality
7.1 "Confidential Information" means non-public information disclosed by one party (the "Disclosing Party") to the other (the "Receiving Party") that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.
7.2 The Receiving Party will use the Disclosing Party's Confidential Information only as necessary to perform under this Agreement and will not disclose it to third parties except to personnel, contractors, or advisers who need to know it and who are bound by confidentiality obligations at least as protective as those in this Agreement.
7.3 Confidential Information does not include information that the Receiving Party can demonstrate: (a) is or becomes public through no breach of this Agreement; (b) was already lawfully known; (c) is lawfully received from a third party without duty of confidentiality; or (d) is independently developed without use of the Disclosing Party's Confidential Information.
7.4 If disclosure is required by law, subpoena, court order, or regulator, the Receiving Party may disclose the minimum required, and where legally permitted will provide prompt notice to the Disclosing Party.
7.5 The parties may agree in an SOW or addendum to enhanced information-security procedures for particularly sensitive materials.
8. AI, Automation, And Model Boundaries
8.1 Client acknowledges that Facti Machina may use artificial intelligence, machine learning systems, large language models, software agents, automation tools, and third-party technology providers in connection with the services.
8.2 Facti Machina will use commercially reasonable judgment in selecting and managing such tools, but Client acknowledges that AI-assisted systems can generate inaccurate, incomplete, inconsistent, stale, or biased outputs and may reflect limitations in training data, source quality, context windows, model behavior, or third-party platform availability.
8.3 Facti Machina does not warrant that AI-assisted outputs are error-free or suitable for direct operational, regulatory, trading, valuation, investment, or client-reporting use without human review.
8.4 Client is solely responsible for determining whether and how to use any AI-assisted output and for establishing appropriate human review, supervision, validation, and approval processes.
8.5 Unless otherwise stated in an SOW, Facti Machina is not responsible for archiving, reproducing, or validating third-party model behavior beyond the deliverable format actually provided to Client.
9. Warranties And Disclaimers
9.1 Facti Machina warrants that it will perform services in a professional and workmanlike manner consistent with generally reasonable commercial standards for the type of services described.
9.2 Except for the express warranty above, the services and deliverables are provided "as is" and "as available," and Facti Machina disclaims all other warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, title, non-infringement, accuracy, completeness, regulatory sufficiency, uninterrupted availability, or specific outcome.
9.3 Facti Machina does not warrant that any deliverable will satisfy a regulator, auditor, allocator, broker, counterparty, client of Client, insurer, or third-party examiner.
10. Limitation Of Liability
10.1 To the fullest extent permitted by law, neither party will be liable to the other for any indirect, incidental, consequential, special, exemplary, or punitive damages, including lost profits, lost opportunity, lost business, trading losses, diminution in value, or reputational harm arising out of or relating to this Agreement, even if advised of the possibility of such damages.
10.2 Facti Machina's aggregate liability arising out of or relating to this Agreement will not exceed the total fees actually paid by Client to Facti Machina under the applicable SOW giving rise to the claim during the six (6) months preceding the event giving rise to liability.
10.3 The limitations in this section do not apply to a party's fraud, willful misconduct, or breach of confidentiality to the extent such limitation is prohibited by law.
11. Indemnification
11.1 Client will indemnify, defend, and hold harmless Facti Machina and its owners, officers, contractors, and affiliates from third-party claims arising from: (a) Client's use of deliverables; (b) Client's investment decisions, trading decisions, disclosures, filings, or supervisory failures; (c) Client materials provided for use in the engagement; or (d) Client's breach of this Agreement.
11.2 Facti Machina will indemnify Client against third-party claims that Facti Machina's pre-existing materials, as delivered and used as permitted under this Agreement, directly infringe a U.S. copyright or trade secret, except to the extent the claim arises from Client materials, Client modifications, combined use with items not supplied by Facti Machina, or use outside the scope permitted.
12. Term And Termination
12.1 This Agreement begins on the Effective Date and continues until terminated.
12.2 Either party may terminate this Agreement for convenience upon thirty (30) days' written notice, provided that any active SOW will continue unless terminated under its terms or unless the notice states otherwise.
12.3 Either party may terminate for material breach if the breach is not cured within ten (10) days after written notice, except for non-payment, confidentiality breaches, or unlawful conduct, which may justify immediate suspension or termination where appropriate.
12.4 Upon termination, Client will pay for all services performed and expenses incurred through the effective termination date.
13. Publicity
Facti Machina may not identify Client publicly, use Client's name or logo, or describe Client work in marketing materials without Client's prior written consent, except that Facti Machina may maintain internal records of the relationship and may disclose the relationship if legally required. If the parties agree to a case study, testimonial, or approved description, it will be governed by a separate written approval process that takes into account applicable marketing-rule disclosure requirements.
14. Independent Contractor
Facti Machina is an independent contractor and not an employee, agent, joint venturer, or partner of Client. Neither party has authority to bind the other except as expressly agreed in writing.
15. Miscellaneous
15.1 This Agreement and all SOWs constitute the entire agreement between the parties regarding their subject matter.
15.2 Amendments must be in writing and signed by authorized representatives of both parties.
15.3 Neither party may assign this Agreement without the other party's consent, except in connection with a merger, reorganization, or sale of substantially all relevant assets.
15.4 If any provision is held unenforceable, the remaining provisions will remain in effect.
15.5 Notices under this Agreement must be sent to the addresses stated below or to any updated address provided in writing.
15.6 This Agreement is governed by the laws of the State of Colorado, without regard to conflict-of-law principles.
15.7 Any dispute not resolved informally will be brought exclusively in the state or federal courts located in Colorado, unless the applicable SOW provides for mediation or arbitration.
Signatures
Sovereign+, LLC d/b/a Facti Machina
By:
Name:
Title:
Date:
[Client Legal Name]
By:
Name:
Title:
Date:
Separate Exhibit: Research Scope, Confidentiality, And AI-Use Boundaries
Exhibit A — Research Scope, Confidentiality, And AI-Use Boundaries
This Exhibit may be attached to the Master Services Agreement or incorporated into an SOW.
A. Research Scope Boundaries
Unless expressly stated in a signed SOW, Facti Machina's services do not include:
discretionary portfolio management;
trade execution;
investment adviser representative activity;
legal opinions;
tax opinions;
formal accounting opinions;
valuation fairness opinions;
public distribution of securities research under Client's name;
broker-dealer research analyst functions;
communications with Client's investors, fund investors, or regulators on Client's behalf;
compliance sign-off or regulatory approval.
Research support may include analytical summaries, source documentation, issue spotting, workflow design, portfolio-specific research tooling, event-response support, and custom process documentation, but all such work is subject to the limits stated in the Agreement and SOW.
B. Client Review Requirement
All deliverables are subject to Client review and approval before operational use. Client will not treat any draft, model output, research summary, workflow recommendation, or tool-generated response as final without appropriate internal review.
C. Confidential Information Handling
Client should identify any especially sensitive information that requires heightened treatment, including MNPI concerns, restricted lists, investor information, credentials, regulated personal information, or contractual information-use limits. If such constraints exist, the parties should document approved handling procedures, storage limits, access controls, and excluded tool categories before the relevant work begins.
D. AI Tool Boundaries
Unless expressly approved in writing, Facti Machina will not intentionally submit the following into consumer-grade or publicly accessible AI tools: material nonpublic information, account credentials, raw investor personal information, legally privileged communications, or information that Client designates as prohibited for such systems.
Where third-party AI tools are used, Client acknowledges that such tools are operated by third parties and may be subject to their own terms, infrastructure, availability limits, and security postures. If Client requires a specific tool environment, model restriction, hosting arrangement, retention setting, or data-handling rule, that requirement must be stated in writing in the SOW.
E. Human Oversight
AI-assisted deliverables are decision-support tools only. They are not autonomous decision systems and are not a substitute for portfolio judgment, supervisory review, legal review, or compliance review.
F. Recordkeeping
Unless otherwise stated in writing, Client is responsible for retaining final deliverables, approvals, internal memoranda, and any records required for its legal, supervisory, regulatory, or books-and-records obligations.
G. Escalation
If Facti Machina believes the requested work may create unusual legal, confidentiality, regulatory, data-use, or reputational risk, Facti Machina may pause the relevant work until the parties document a revised scope or risk-handling approach.