Professional Services Agreement

Last updated: September 3, 2025

This MBIC Professional Services Agreement (the "Agreement") is entered into between MBIC LLC ("MBIC"), with its principal place of business located at [Your Address] and the client engaging MBIC's data analytics, business intelligence, AI deployment, and process automation services (such client, the "Client"), and is entered into on the date specified in the applicable Statement of Work (the "Effective Date"). This Agreement includes any current or future Statements of Work (all as defined below in Section 1), and all such documents are incorporated by this reference. Each of MBIC and Client will individually be referred to as a "Party" and jointly as the "Parties".

This Agreement sets forth the terms and conditions that govern the provision and use of MBIC's professional consulting services for data analytics, business intelligence implementation, AI deployment, and process automation.

BY ENGAGING MBIC'S SERVICES, CLIENT ACKNOWLEDGES THAT CLIENT HAS READ, ACCEPTS AND AGREES TO BE BOUND BY AND COMPLY WITH THE TERMS AND CONDITIONS SET OUT IN THIS AGREEMENT. IF CLIENT DOES NOT ACCEPT AND AGREE TO BE BOUND BY THIS AGREEMENT, CLIENT WILL IMMEDIATELY CEASE ANY ENGAGEMENT WITH MBIC.

MBIC'S DIRECT COMPETITORS ARE PROHIBITED FROM ACCESSING MBIC'S SERVICES OR CONFIDENTIAL INFORMATION, EXCEPT WITH MBIC'S PRIOR WRITTEN CONSENT.

1. Definitions

Unless the context requires otherwise, capitalized terms used in this Agreement have the meaning ascribed to them in this Section 1.

  1. "Agreement" has the meaning set out on the first page of this Agreement.
  2. "Client Data" means any data, information, content, records, or files provided by Client to MBIC in connection with the Services.
  3. "Confidential Information" has the meaning set out in Section 10(a).
  4. "Deliverables" means any reports, analyses, implementations, configurations, documentation, or other work products delivered by MBIC to Client under a Statement of Work.
  5. "Documentation" means any documentation in any form whatsoever provided by MBIC in connection with the Services.
  6. "Effective Date" has the meaning set out on the first page of this Agreement.
  7. "Fees" has the meaning set out in Section 9(a).
  8. "Force Majeure" has the meaning set out in Section 14(g).
  9. "Initial Term" has the meaning set out in Section 13(a).
  10. "Intellectual Property Rights" means all intellectual property rights worldwide, including patents, copyrights, trademarks, trade secrets, and any applications or registrations for the foregoing.
  11. "MBIC Property" has the meaning set out in Section 3(c).
  12. "Personal Information" means any information about an identifiable individual.
  13. "Privacy Laws" means all applicable federal, provincial, state and local laws, rules and regulations concerning the privacy and security of Personal Information.
  14. "Privacy Policy" has the meaning set out in Section 5(a).
  15. "Renewal Term" has the meaning set out in Section 13(a).
  16. "Services" means the data analytics consulting, business intelligence implementation, AI deployment, process automation, and related professional services provided by MBIC as described in the applicable Statement of Work.
  17. "Statement of Work" or "SOW" means any statement of work, project scope, or service order that references this Agreement and that is executed by authorized representatives of each Party.
  18. "Term" has the meaning set out in Section 13(a).
  19. "Usage Policy" means the usage policy, available at https://mbic.us/usage-policy, as updated by MBIC from time to time.

2. Services

a) Provision of Services

Subject to Client's compliance with the terms and conditions of this Agreement, MBIC will provide the Services as described in the applicable Statement of Work during the Term.

b) Service Categories

MBIC provides the following categories of professional services:

  • Data analytics consulting and strategy development
  • Business intelligence platform implementation (Power BI, Tableau, etc.)
  • AI and machine learning solution deployment
  • Process automation design and implementation
  • Custom dashboard and reporting development
  • Data integration and workflow optimization

c) Client Responsibilities

Client is responsible for providing timely access to necessary data, systems, and personnel required for MBIC to perform the Services. Client will designate appropriate personnel to work with MBIC's team and provide necessary approvals and feedback within agreed timeframes.

3. Ownership; Intellectual Property

a) Client Data Ownership

CLIENT RETAINS ALL OWNERSHIP AND INTELLECTUAL PROPERTY RIGHTS IN AND TO CLIENT DATA. CLIENT GRANTS TO MBIC A LIMITED, NON-EXCLUSIVE, ROYALTY-FREE LICENSE TO ACCESS, USE, PROCESS, AND ANALYZE CLIENT DATA SOLELY TO: (I) PROVIDE THE SERVICES; (II) FULFILL MBIC'S OBLIGATIONS UNDER THIS AGREEMENT; AND (III) CREATE AGGREGATED, DE-IDENTIFIED INSIGHTS TO IMPROVE MBIC'S SERVICE METHODOLOGIES, PROVIDED SUCH USE DOES NOT REVEAL CLIENT'S SPECIFIC INFORMATION OR COMPETITIVE INTELLIGENCE.

b) Deliverables Ownership

Unless otherwise specified in a Statement of Work, Client will own all custom Deliverables created specifically for Client, including custom reports, dashboards, and configurations. MBIC retains ownership of its proprietary methodologies, frameworks, and general knowledge gained during the engagement.

c) MBIC Property

MBIC retains all ownership and Intellectual Property Rights in and to: (i) MBIC's proprietary methodologies, frameworks, and tools; (ii) any pre-existing intellectual property; (iii) improvements to MBIC's existing methodologies; and (iv) any general knowledge or experience gained during the engagement (collectively, the "MBIC Property").

4. Access and Security

a) System Access

If the Services require access to Client's systems or data, Client will provide necessary access credentials and permissions. Client acknowledges that such access credentials are confidential and will ensure they are properly secured.

b) Security Requirements

MBIC will implement reasonable security measures to protect Client Data during the engagement. Both parties will comply with applicable security standards and privacy laws relevant to the Services.

5. Privacy

a) Privacy Policy

Client's personal information will be treated in accordance with MBIC's privacy policy located at https://mbic.us/privacy (the "Privacy Policy").

b) Data Protection

MBIC will process Personal Information in accordance with applicable Privacy Laws. If the Services involve processing Personal Information, the parties may execute a separate data processing addendum as required by applicable law.

6. Communications and Project Management

MBIC will designate a project lead to coordinate Services delivery and serve as the primary point of contact. Client will designate corresponding personnel with authority to make decisions and provide approvals necessary for project completion.

7. Warranties and Disclaimers

a) Mutual Warranties

Each Party represents and warrants that: (i) it has the authority to enter into this Agreement; (ii) the execution and performance of this Agreement will not violate any other agreement or law; and (iii) this Agreement constitutes a valid and binding obligation.

b) MBIC Warranties

MBIC warrants that: (i) the Services will be performed in a professional and workmanlike manner in accordance with industry standards; (ii) MBIC personnel have the necessary skills and experience to perform the Services; and (iii) the Services will materially conform to the specifications in the applicable Statement of Work.

c) Client Warranties

Client represents and warrants that: (i) Client Data will not violate any applicable laws or third-party rights; (ii) Client has all necessary rights and permissions to provide Client Data to MBIC; and (iii) Client will comply with all applicable laws in connection with its use of the Services and Deliverables.

d) DISCLAIMER

EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE SERVICES AND DELIVERABLES ARE PROVIDED "AS IS." TO THE EXTENT PERMITTED BY APPLICABLE LAW, MBIC DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

8. Indemnification

a) Client Indemnity

Client will defend, indemnify and hold harmless MBIC against any losses arising from: (i) Client Data or Client's use of the Deliverables; (ii) Client's breach of this Agreement; (iii) violation of applicable laws by Client; or (iv) claims that Client Data infringes third-party rights.

b) MBIC Indemnity

MBIC will defend, indemnify and hold harmless Client against any losses arising from claims that the Services or Deliverables infringe third-party Intellectual Property Rights, provided such claims do not arise from Client's modifications or misuse of the Deliverables.

9. Fees and Payment

a) Fees

Client will pay MBIC the fees described in the applicable Statement of Work (the "Fees"). Fees may be structured as fixed project fees, hourly rates, or milestone-based payments as specified in each Statement of Work.

b) Payment Terms

Unless otherwise specified in a Statement of Work, invoices are due within thirty (30) days of receipt. Client will pay all applicable taxes. Late payments will incur interest at 1.5% per month.

10. Confidential Information

a) Definition

"Confidential Information" means any non-public information disclosed by one Party (the "Discloser") to the other Party (the "Recipient"), including business information, technical data, methodologies, and Client Data.

b) Confidentiality Obligations

Recipient will: (i) hold Confidential Information in strict confidence; (ii) use Confidential Information solely to perform obligations under this Agreement; (iii) not disclose Confidential Information to third parties without prior written consent; and (iv) return or destroy Confidential Information upon termination.

11. Limitation of Liability

TO THE EXTENT PERMITTED BY APPLICABLE LAW:

a) Liability Cap

EACH PARTY'S TOTAL LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CLIENT UNDER THE APPLICABLE STATEMENT OF WORK DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

b) Excluded Damages

NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOSS OF DATA, OR BUSINESS INTERRUPTION, REGARDLESS OF THE THEORY OF LIABILITY.

12. Term and Termination

a) Term

This Agreement commences on the Effective Date and continues until all Statements of Work are completed or the Agreement is terminated (the "Term").

b) Termination for Convenience

Either Party may terminate this Agreement or any Statement of Work with thirty (30) days written notice.

c) Termination for Cause

Either Party may terminate this Agreement immediately if the other Party materially breaches this Agreement and fails to cure such breach within fifteen (15) days after written notice.

13. General Provisions

a) Governing Law

This Agreement will be governed by the laws of [Your State/Province] without regard to conflict of law principles.

b) Dispute Resolution

The Parties will attempt to resolve disputes through good faith negotiation. If unsuccessful, disputes will be resolved through binding arbitration in [Your City/State].

c) Assignment

Neither Party may assign this Agreement without the other Party's written consent, except MBIC may assign to affiliates or in connection with a sale of its business.

d) Entire Agreement

This Agreement, together with all Statements of Work, constitutes the entire agreement between the Parties and supersedes all prior agreements relating to the subject matter.

e) Amendments

This Agreement may only be amended by written agreement signed by both Parties.

f) Notices

Notices must be in writing and delivered to:

  • MBIC: legal@mbic.us
  • Client: As specified in the applicable Statement of Work

Contact Information