MASTER SERVICE AGREEMENT
Effective September 1, 2026
THIS MASTER SERVICE AGREEMENT (“Agreement”), entered into as of September 1, 2026 (the “Effective Date”), is made by and between NCKLBRNX LLC [Nickel Bronx LLC], a Virginia limited liability company located at 1775 Tysons Blvd, 5th Floor, Tysons, VA 22102 (“Company”) and the applicable customer executing a Statement of Work or proposal incorporating this Agreement (“Customer”). Company and Customer may be referred to herein collectively as “Parties” and individually as a “Party”.
1. Services; Customer Cooperation
Company agrees to provide the services specified in the Statement of Work attached hereto, as amended from time to time by supplemental Statements of Work (hereinafter collectively referred to as “Statement of Work” or “Services”). The timeframe to complete the Services is set forth in the Statement of Work.
The Services require close collaboration between the Company and the Customer. Company relies on Customer cooperation in pricing and completing the Services and in meeting the timeframes set forth in the Statement of Work. Customer agrees to provide Customer Content on a timely basis as set forth in the Statement of Work, and to review and approve Company work product within five (5) business days of receipt. If Customer fails to provide review or approval comments within such five (5) business day period, the Company work product shall be deemed accepted by Customer. If Customer is unable to meet the timelines for provision of Customer Content or to promptly provide input when requested, Company has the right to add a twenty percent (20%) delay charge to the cost of the Services, and in extreme cases, terminate the Statement of Work and receive payment for all Services rendered up to the date of termination. If Customer fails to provide Customer Content within the timelines set forth in the Statement of Work, Company may, at its election and upon five (5) business days’ written notice to Customer: (i) propose a Change Order pursuant to which Company will generate the necessary content at Company’s then-current rates; or (ii) proceed with the Services using Company-generated content, in which case such content shall be invoiced to Customer at Company’s then-current rates and shall be deemed Customer Content for purposes of this Agreement.
Project Suspension and Reactivation. If Customer fails to respond to Company communications, fails to provide deliverables required of Customer, or otherwise causes a material delay in the performance of any Statement of Work for a period of thirty (30) consecutive days, Company may, in its sole discretion and upon written notice to Customer, place the affected Statement of Work into “Suspension Status.” During Suspension Status: (a) Company shall have no obligation to perform any further Services under the affected Statement of Work; (b) all timelines and deadlines set forth in the affected Statement of Work shall be tolled; and (c) Company may, without breach of this Agreement, accept and prioritize other engagements. To resume Services following Suspension Status, Customer shall pay a reactivation fee equal to fifteen percent (15%) of the then-remaining unpaid balance of the affected Statement of Work, and the Parties shall mutually agree upon a revised performance timeline. If a Statement of Work remains in Suspension Status for more than ninety (90) consecutive days, Company may terminate the affected Statement of Work, in which case the Early Termination Fee set forth in Section 3 shall apply.
The scope of the Services may be modified by mutual agreement between Company and Customer. All modifications shall be in writing (email exchange is sufficent) specifying the necessary changes to the Statement of Work, the expected completion dates and the cost (“Change Order”). Company shall perform no services outside the scope of the Services as defined in writing in the Statement of Work, except as agreed to in writing and documented in a Change Order. Changes requested by Customer that require evening or weekend work will incur Rush surcharges. Website launches will go live five (5) business days after all final Customer approvals are received, unless Rush surcharges are agreed to by Customer.
2. Compensation.
Customer shall pay to Company all amounts set forth in the Statement of Work attached hereto. Any amount remaining unpaid for thirty (30) days after payment is due is subject to interest at the rate of 1.0% per month, until the amount owing is paid in full. In the event that collection efforts are required, Customer agrees to reimburse Company the reasonable costs and expenses of collection, including reasonable attorneys’ fees. Any prepaid Services that have been prepaid but not used shall be refunded to Customer on a pro-rata basis within ninety (90) days of termination, subject to Company’s right to offset any outstanding fees owed to it.
3. Term & Termination.
3.1 Term. The term of this Agreement shall commence on the Effective Date and shall continue indefinitely until terminated as provided below.
3.2 Termination Without Cause. Either Party may terminate this Agreement upon thirty (30) days prior written notice at any time that work is not being performed under a Statement of Work.
3.3 Termination for Cause. Either Party may terminate this Agreement immediately in the event the other Party has materially breached the Agreement and failed to cure such breach within ten (10) days after notice by the non- breaching Party is given.
3.4 Survival. Upon termination of this Agreement or any Statement of Work, Customer shall pay to Company all amounts earned, due and payable to the Company hereunder in accordance with the applicable Statement of Work. The rights and obligations contained in Sections 2 (“Compensation”), Section 4 (“Intellectual Property”), Section 5 (“Confidentiality”) and Section 6 (“Non-solicitation”) will survive any termination or expiration of this Agreement.
3.5 Early Termination Fee. The Parties acknowledge and agree that, in entering into each Statement of Work, Company reserves resources, declines or defers other engagements, allocates personnel, and otherwise commits to performance based upon Customer’s commitment to the full term and scope of such Statement of Work. The Parties further acknowledge that the damages Company would suffer as a result of Customer’s early termination of any Statement of Work are difficult or impracticable to ascertain with precision as of the Effective Date or the date of any Statement of Work. Accordingly, in the event Customer terminates any Statement of Work without cause prior to the completion of the Services thereunder, or in the event Company terminates any Statement of Work for Customer’s material breach pursuant to Section 3.3, Customer shall pay to Company, in addition to all amounts otherwise earned, due, and payable under Section 3.4, an Early Termination Fee equal to fifty percent (50%) of the then-remaining unpaid balance of the affected Statement of Work as of the effective date of termination. The Parties have negotiated this provision and agree that the Early Termination Fee represents a reasonable estimate of Company’s anticipated losses and is not intended as, and shall not be construed as, a penalty. If a court of competent jurisdiction or arbitrator determines that the Early Termination Fee as written exceeds the maximum amount enforceable under applicable law, the Early Termination Fee shall be reduced to the maximum amount so enforceable, and the remainder of this Section shall remain in full force and effect.
4. Intellectual Property.
Deliverables. Customer will receive all rights to the works, materials, and products (the “Deliverables”) created by Company for Customer under a Statement of Work. Company irrevocably assigns to Customer all right, title, and interest in and to all Deliverables created for Customer under a Statement of Work, including all copyrights, trademarks, and service marks therein, as of the date Company receives full payment from Customer under the applicable
Statement of Work.
4.1 Customer Content. Customer hereby grants Company a non-exclusive, non-transferable, limited license, revocable at will by Customer, to copy and use all content, material, and information provided by Customer, including but not limited to Customer logos, trademarks, service marks, and material subject to copyright (“Customer Content”) solely in connection with the Services to be performed by Company under this Agreement. Customer represents and warrants that the Customer Content is owned by Customer, or that the Customer has permission from the rightful owner to use the material or content and that such does not infringe upon any intellectual property right or other third-party rights.
5. Confidentiality.
5.1 In connection with their performance of this Agreement, the parties may make disclosure of certain confidential and proprietary information to one another (the Party making the disclosure referred to as “Discloser” and the Party receiving the disclosure referred to as “Recipient”). The term (“Confidential Information”) shall mean any and all information which is disclosed by either Party to the other orally, electronically, visually, or in a written or other tangible form which is either identified by Discloser as confidential or proprietary or should be reasonably understood by Recipient to be confidential or proprietary. Confidential Information includes, but is not limited to, trade secrets, patented or copyrighted information, computer programs, software, user interfaces, software documentation and/or specifications, formulas, data, inventions, algorithms, techniques, processes, marketing plans, strategies, business models, forecasts, capitalization and financing information, training materials, third party confidential information including all information related to Client’s client, any business terms or agreements related to this Agreement and customer lists.
5.2 Recipient shall keep Confidential Information in strict confidence and shall not disclose such Confidential Information to any third party, nor use such Confidential Information for any reason not directly related to the purpose of providing Services hereunder without the Discloser’s prior written consent. Recipient’s internal disclosure of Confidential Information shall be only to those employees or agents (including but not limited to attorneys, insurance brokers, advisors and financiers) having a need to know such information in connection with this Agreement, who have been informed of the confidential nature of the Confidential Information, and are bound by an obligation of confidentiality no less protective of Discloser than the provisions contained herein.
5.3 The term Confidential Information shall not include information which:
5.3.1 was in the possession of or was rightfully known by Recipient without an obligation to maintain its confidentiality prior to receipt from Discloser;
5.3.2 is or becomes generally known to the public without violation of this Agreement;
5.3.3 is obtained by Recipient in good faith from a third party having the right to disclose it without an obligation of confidentiality; or
5.3.4 is independently developed by Recipient without the participation of individuals who have had access to the Confidential Information.
5.4 Unless prohibited by law, the Recipient shall promptly notify the Discloser if it receives a subpoena or other legal demand requesting disclosure of Confidential Information, and the Discloser may, at its own cost (and with the cooperation of the Recipient), elect to file a request to quash the subpoena or other legal demand requesting disclosure, or make such other efforts to obtain a protective order as it deems appropriate. The Recipient shall make disclosures pursuant to such subpoena or other legal form requesting disclosure only to the extent that the Recipient’s counsel advises is required by law. So long as the notifying Party gives notice as provided herein, the notifying Party shall thereafter be entitled to comply with such demand to the extent required by law, subject to any protective order or the like that may have been entered in the matter.
5.5 Recipient acknowledges that breach of the provisions of this Section 8 may not be accurately compensated by damages in an action at law, and that breach or threatened breach hereof may cause irreparable harm to Discloser. Accordingly, without limiting any of its remedies at law or in equity, Discloser shall be entitled to seek equitable relief without posting of any bond or other security.
6.Non-solicitation.
The Parties acknowledge that their respective employees, consultants, contractors, vendors, and agents (collectively, “Agents”) are valuable resources, and that because of the nature of their responsibilities, such Agents are in positions of trust and confidence. The Parties agree that, during the term of this Agreement and for a period of twelve (12) months subsequent to the termination of this Agreement, they will not, directly or indirectly, solicit, hire, contract, engage, or retain any of the other Party’s Agents, the identity of which they became aware of during the performance of this Agreement, without express written consent of the other Party.
7.Warranties and Disclaimers.
7.1 Mutual Warranties. Each Party represents and warrants that (a) it has the legal power to enter into this Agreement, (b) it has all requisite corporate power and authority to execute, deliver and perform its obligations here under; (c) it is not a party to any agreement with a third party, the performance of which is reasonably likely to affect adversely its ability or the ability of the other Party to perform fully its respective obligations hereunder; and (d) it agrees to comply, and assist the other in complying with all applicable Federal, State and local laws and regulations, specifically including those providing for the protection of personally identifiable information and use of such information only for purposes of performance of this Agreement.
7.2 DISCLAIMER. EXCEPT AS EXPRESSLY PROVIDED HEREIN, COMPANY MAKES NO WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE AND SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, TO THE MAXIMUM EXTENT PERMITTED BY LAW.
8 Indemnification.
Each Party will indemnify, defend, and hold harmless the other Party and its directors, officers, employees, and agents from and against any and all liabilities, damages, costs, and all associated expenses (including reasonable attorneys’ fees) from any third-party claims, demands, suits, proceedings, formal or informal administrative, or regulatory proceedings or inquiries, and other actions arising out of or on account of a claimed or alleged: (a) breach of its representations, warranties, covenants, and obligations under this Agreement; (b) breach of its confidentiality obligations; (c) violation, infringement, or misappropriation of an intellectual property right or other proprietary right; or (d) injury of any kind to a person or damage to property resulting in any way from any act, omission, or negligence in the performance or failure to perform any obligation hereunder. These remedies are in addition to any other remedies available at law or in equity.
9.Limitation of Liability.
COMPANY’S LIABILITY TO CUSTOMER UNDER OR RELATING TO THIS AGREEMENT SHALL BE LIMITED TO ACTUAL DAMAGES AND SHALL IN NO EVENT EXCEED THE AMOUNTS PAID BY CUSTOMER TO COMPANY IN THE PREVIOUS TWELVE(12) MONTHS UNDER THE STATEMENT OF WORK PERTAINING TO THE SERVICES GIVING RISE TO SUCH LIABILITY, AND IN NO EVENT SHALL COMPANY BE LIABLE TO CUSTOMER FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOST PROFITS OR GOOD WILL) RELATED TO THIS
AGREEMENT OR RESULTING FROM CUSTOMER’S USE OR INABILITY TO USE THE SERVICES, OR ARISING FROM ANY CAUSE OF ACTION WHATSOEVER, INCLUDING CONTRACT, WARRANTY, TORT, STRICT LIABILITY, INDEMNITY OR NEGLIGENCE, EVEN IF COMPANY HAS BEEN NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES.
10.General.
10.1 Counterparts. This Agreement may be executed by facsimile, portable document format (.pdf) or other electronic signature pages and in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Any counterpart hereof signed by a Party against whom enforcement of this Agreement is sought shall be admissible into evidence as an original hereof to prove the contents hereof.
10.2 Notices. Any notice required or permitted by this Agreement will be in writing and will be delivered as follows with notice deemed given as indicated: (i) by personal delivery when delivered personally; (ii) by overnight courier upon written verification of receipt; (iii) by telecopy or facsimile transmission upon acknowledgment of receipt of electronic transmission; or (iv) by certified or registered mail, return receipt requested, upon verification of receipt. Notice will be sent to the addresses set forth below or such other address as either Party may specify in writing.
10.3 Governing Law. This Agreement will be governed in all respects by the laws of the United States of America and by the laws of the Commonwealth of Virginia, without giving effect to any conflicts of law principles that require the application of the law of a different jurisdiction.
10.4 Injunctive Relief. The Parties agree that damages shall be an inadequate remedy in the event of a breach of Sections 4, 5, or 6 of this Agreement, and that any such breach will cause the other Party irreparable injury and damage. Notwithstanding anything in this Agreement to the contrary, any actual or threatened breach of any of such Sections shall entitle the non-breaching Party, without waiving any additional rights or remedies, to equitable relief or immediate injunctive relief.
10.5 Arbitration. Any dispute, claim or controversy arising out of or relating to this Agreement, or the breach thereof, shall be settled by binding arbitration before a single arbitrator in Fairfax County, Virginia and administered by the American Arbitration Association in accordance with its standard Arbitration rules in effect at the time the claim is initiated. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The prevailing Party shall be awarded all of its costs incurred in connection with the arbitration, including filing fees, adminstration charges, arbitrator’s fees, and its own attorneys fees and expert witness fees. Notwithstanding the foregoing, either Party may bring an action solely for the collection of unpaid invoices in the General District Court for Fairfax County, Virginia, provided the aggregate amount in controversy in such action does not exceed Twenty-Five Thousand Dollars ($25,000), exclusive of interest, attorneys’ fees, and costs. The Parties’ agreement to arbitrate set forth above shall not constitute a waiver of either Party’s right to seek injunctive or other equitable relief in any court of competent jurisdiction in aid of arbitration or to protect the rights set forth in Sections 4, 5, or 6 of this Agreement.
10.6 Incorporation. Each Statement of Work is and shall be incorporated by reference as if fully set forth in the text of this Agreement, even as it may be modified in the future (so long as acknowledged by the Parties).
10.7 Independent Contractors. The Parties to this Agreement are independent contractors. Neither Party is an agent, representative, partner, or joint venture of the other Party. Neither Party shall have any right, power or authority to enter into any agreement for or on behalf of, or incur any obligation or liability of, or to otherwise bind, the other Party.
10.8 Waiver. No failure or delay by either Party in exercising any right, power, or remedy under this Agreement will operate as a waiver of any such right, power or remedy. No waiver of any provision of this Agreement will be effective unless in writing and signed by the Party against whom such waiver is sought to be enforced. Any waiver by either Party of any provision of this Agreement will not be construed as a waiver of any other provision of this Agreement, nor will such waiver operate as or be construed as a waiver of such provision respecting any future event or circumstance.
10.9 Severability. Should any provision of this Agreement be held to be void, the remaining provisions of this Agreement shall not be affected and shall continue in effect and the invalid provision shall be deemed modified to the least degree necessary to remedy such invalidity.
10.10 No Third-Party Beneficiaries. The provisions of this Agreement are for the sole benefit of the Parties and their successors and permitted assigns, and they do not confer any rights to any other party (including any third-party beneficiary rights).
10.11 Construction. The Parties agree that this Agreement has been prepared jointly and has been the subject of arm’s length and careful negotiation. Each Party has been given the opportunity to independently review this Agreement with legal counsel and other consultants, and each Party has the requisite experience and sophistication to understand, interpret and agree to the particular language of the provisions. Accordingly, in the event of an ambiguity in or dispute regarding the interpretation of this Agreement, the drafting of the language of this Agreement shall not be attributed to either Party.
10.12 Entire Agreement. This Agreement represents the entire agreement between Customer and Company with respect to matters covered herein and supersedes all previous proposals and/or agreements, whether written or oral. No variation or alteration of any term of this Agreement shall have effect, unless in writing and signed by authorized representatives of Company and Customer.
IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their duly authorized officers to be effective as of the Effective Date set forth above.