.png)
Master Services Agreement
MASTER SERVICES AGREEMENT
GoodTech Consulting
Effective Date: 12/01/2025
​
This Master Services Agreement (“Agreement”) sets the terms under which GoodTech Consulting (“Consultant”) provides professional services to nonprofit organizations (“Client”). By requesting services, approving a proposal, or entering into a Statement of Work (“SOW”), the Client agrees to this Agreement. No physical or electronic signature is required.
​
1. Scope of Services
Services may include consulting, strategy, assessments, system configuration, process improvement, training, documentation, or other work described in an SOW or written proposal. Each SOW outlines the scope, deliverables, timeline, and pricing for that engagement. If there is a conflict between an SOW and this Agreement, the SOW will govern.
​
2. Fees and Payment Terms
2.1 Fees. Fees will be defined in each SOW or proposal. Hourly work is billed at the rates specified at the time of the engagement.
2.2 Payment Terms. Invoices are due Net 15 from the invoice date.
2.3 Late Payments. Consultant may pause work if invoices become significantly overdue. Consultant will communicate any pause before it occurs.
2.4 Expenses. Preapproved project expenses (if any) will be invoiced at cost.
2.5 No Surprise Charges. Consultant will not add new fees, expand scope, or bill additional hours without written confirmation from the Client.
​
3. Responsibilities
3.1 Consultant Responsibilities. Consultant will perform services using reasonable skill, care, and professionalism, and will communicate clearly regarding timelines, risks, and progress.
3.2 Client Responsibilities. Client agrees to provide timely information, access, and decisions needed for Consultant to complete the work.
​
4. Confidentiality
Both parties may share confidential information during the engagement. Each party agrees to protect the other’s confidential information and not disclose it to third parties unless required by law. This obligation continues for two years after the end of the engagement.
​
5. Data and System Access
Any access provided to systems or data will be used solely for project-related work. Consultant will not share access credentials or client data with any third party without Client approval.
​
6. Intellectual Property
6.1 Client Ownership. Deliverables created specifically for the Client are owned by the Client once invoiced and paid.
6.2 Consultant IP. Consultant retains ownership of preexisting tools, templates, frameworks, methods, or materials used during the engagement. Consultant may reuse general skills, knowledge, and non-client-specific learnings.
​
7. Warranties and Limitations of Liability
7.1 Consultant provides services as professional services and does not guarantee specific outcomes.
7.2 Consultant’s total liability arising from any SOW is limited to the total fees paid under that SOW.
7.3 Consultant is not liable for indirect or consequential damages, including lost revenue, lost data, or business interruption.
​
8. Term and Termination
8.1 This Agreement begins on the Effective Date and remains in effect until terminated.
8.2 Either party may terminate this Agreement or any SOW with 30 days written notice.
8.3 Client will pay for all work completed through the termination date.
8.4 Prepaid unused support hours will be refunded at the remaining value unless otherwise stated in an SOW.
​
9. Independent Contractor
Consultant is an independent contractor. Nothing in this Agreement creates an employment relationship, joint venture, or partnership.
​
10. Governing Law
This Agreement is governed by the laws of the Client’s primary country of operation, unless both parties agree otherwise.
​
11. Amendments
Changes to this Agreement or any SOW must be made in writing and approved by both parties.
​
12. Entire Agreement
This Agreement, along with any active SOWs, constitutes the full agreement between the parties and replaces all prior discussions.
​
These terms apply automatically to all work performed by GoodTech Consulting. No signature is required.