Master Service Agreement

This Master Services Agreement ("Agreement") governs all services provided by erakraft Inc. ("erakraft"), a company organized under the laws of Ontario, Canada.

This Agreement applies to any individual or entity ("Client") who executes a written or electronic Proposal that references this Agreement. By executing such Proposal, the Client agrees to all terms and conditions set forth herein, and the Effective Date of this Agreement becomes the date the Client executes the Proposal.

This Agreement, together with the executed Proposal, constitutes the complete agreement between the parties for the engagement described in that Proposal.

1. How This Agreement Works

This Agreement contains the general terms that apply to every erakraft engagement. The specific details of each engagement are set out in a Proposal (also referred to as a Statement of Work or Order Form) that references this Agreement.

Each Proposal will specify, at minimum:

(a) The Service being provided (see Section 2);

(b) The scope and deliverables for that engagement;

(c) The fees, payment schedule, and currency;

(d) The term and timeline; and

(e) Any service-specific terms, performance commitments, or credits that apply to that engagement.

A separate Proposal may be executed for each engagement. Each executed Proposal forms its own complete agreement with this document, and this Agreement applies to it independently.

1.1 Order of Precedence

If a conflict exists between this Agreement and a Proposal, the Proposal governs with respect to scope, deliverables, fees, payment schedule, timeline, and any expressly stated service-specific terms. This Agreement governs all other matters.

2. The Services

erakraft provides the following services. The Service or Services included in an engagement, and their precise scope and deliverables, are defined in the applicable Proposal.

(a) AI Operator Program — a one-on-one engagement that levels up an individual leader's use of AI across their existing tools and workflows, culminating in a read-only AI command center deployed on the leader's own accounts.

(b) AI Sales System Build — an engagement that consolidates a company's existing, scattered sales tools into one unified system and layers AI on top of it. The Build works with the tools the Client already uses; it does not rebuild a Client's sales function from scratch.

(c) Custom AI Solutions — bespoke AI builds and integrations scoped as individual projects. Custom AI Solutions may be delivered as a standalone engagement or as a scoped addition to an AI Sales System Build. Where a Custom AI Solution requires third-party tools or platforms, those accounts are set up on the Client's side and paid for directly by the Client (see Section 4.2).

(d) Sales Function Audit — a structured assessment of how a company's sales function operates today, identifying where time and money leak and delivering a prioritized plan. A Sales Function Audit may credit toward a later engagement where the applicable Proposal so states (see Section 4.4).

3. Term

The term of each engagement is defined in the applicable Proposal. Sessions, milestones, and delivery dates are scheduled at mutually agreed times. Where an engagement runs for a fixed number of weeks, that period and its start date are stated in the Proposal.

3.1 Pause Policy

Unless the Proposal states otherwise, Client may pause a time-bound engagement once for up to two (2) weeks for an unavoidable situation (medical, family, or significant business emergency). Pauses must be requested in writing with reasonable notice, and the timeline extends by the duration of the pause. Pauses beyond two weeks, or additional pauses, require mutual written agreement and may be subject to re-scoping.

4. Fees and Payment

Fees, the payment schedule, and the currency for each engagement are stated in the applicable Proposal.

General payment terms, which apply unless the Proposal states otherwise:

• Fees may be payable in full before kickoff or in installments, as set out in the Proposal.

• Late payments accrue interest at one and one-half percent (1.5%) per month, or the maximum amount allowed by law, whichever is less.

• Fees are non-refundable except as expressly provided in the applicable Proposal (for example, where a performance guarantee specifies a remedy).

• Recurring or retainer fees are not pro-rated upon cancellation.

• Outstanding installment payments remain due unless erakraft has materially breached the Agreement.

4.1 Currency

Each Proposal states the currency for that engagement. Where fees are quoted in United States Dollars (USD), all payments under that Proposal are made in USD unless otherwise agreed in writing.

4.2 Tool and Platform Costs

Many engagements require the Client to maintain subscriptions and usage with third-party tools and platforms. Where this is the case, those accounts are owned and controlled by the Client and paid for directly by the Client to the relevant vendors. These costs are not included in erakraft's fees. The applicable Proposal will identify the categories of third-party tools an engagement is expected to require.

4.3 Expenses

Unless stated in the Proposal, erakraft's fees do not include out-of-pocket expenses such as travel. Any reimbursable expenses will be agreed in writing in advance.

4.4 Credits Between Services

Some services credit toward others. Where a credit applies — for example, a Sales Function Audit crediting toward a later AI Sales System Build, or an AI Operator Program credit toward a later Build — the amount, conditions, and time window of that credit are stated in the applicable Proposal. A credit applies only to the extent the related work product is utilized in the new engagement, and only as expressly set out in writing.

5. Data Security and Client-Controlled Architecture

This section is material to performance. Both parties acknowledge the obligations below are non-negotiable.

5.1 The Bright-Line Principle

erakraft operates under a strict architectural principle across its services:

(a) External large language models (e.g., ChatGPT, Anthropic Claude, Google Gemini, Perplexity) are used exclusively for thinking-partner work — strategy, frameworks, stress-testing decisions, and problem-solving — that does not require real customer, deal, account, or company data.

(b) Real-data work involving the Client's customers, deals, pipeline, team, or live business context is performed only within systems specified in the Proposal that are configured for that purpose and that do not train on the Client's data.

This line is never crossed by either party.

5.2 Least-Privilege, Client-Controlled Access

Systems deployed for the Client connect to the Client's data sources using the minimum access necessary, as defined in the applicable Proposal. Unless the Proposal expressly states otherwise:

(a) Connections to the Client's source tools use read-only access scopes;

(b) Deployed systems are hosted on the Client's own accounts, and erakraft retains no admin access following handoff;

(c) The Client (or the Client's IT function) may revoke any connection at any time through standard administrative tooling; and

(d) erakraft does not log into, manipulate, or directly access the Client's source systems except as expressly authorized in the Proposal. Where cleanup or configuration work is part of an engagement, it is performed with the Client driving the Client's own systems, with erakraft acting in an advisory and instructional capacity.

The precise systems, hosting accounts, and access scopes for each engagement are defined in the Proposal.

5.3 Vendor Compliance

Where an engagement relies on third-party infrastructure providers, erakraft selects providers that maintain industry-standard security certifications (such as SOC 2 Type II, ISO 27001, or GDPR compliance). erakraft does not warrant the security posture of any third-party vendor, but represents that, as of the Effective Date, the vendors used in an engagement publish their certifications on their respective trust portals.

5.4 Client Representations and Warranties

Client represents and warrants that:

(a) Client has all necessary rights, permissions, and authority to grant erakraft and any deployed system access to the data, tools, and systems involved in the engagement;

(b) Where any tool, account, or data is owned or controlled by a third party (including, for an individual Client, the Client's employer), Client is solely responsible for obtaining that party's authorization before access is granted, and will do so;

(c) Client has reviewed any applicable acceptable-use, data-handling, or AI policies imposed on it, and will comply with them in all activities related to the engagement;

(d) Client will not direct erakraft to perform any action that would violate any policy, contractual obligation, or applicable law;

(e) Client will promptly notify erakraft in writing if its authorization or permissions change, or if a third party raises concerns about the engagement; and

(f) Where the Client is an individual contracting in a personal capacity, the Client is not entering this Agreement as an authorized representative of their employer unless expressly stated and verified.

5.5 erakraft's Responsibilities

erakraft will: (a) operate deployed systems in accordance with the access architecture defined in the Proposal; (b) provide reasonable written guidance on data-security best practices for the engagement; (c) decline to integrate any tool or data source for which the Client has not represented appropriate authorization; and (d) promptly return or destroy Client Confidential Information in its possession upon termination, except as required for legitimate business records or by law.

5.6 Regulated Industry Exclusion

erakraft's services are not designed for environments subject to HIPAA, ITAR, FedRAMP, or similar regulatory frameworks that restrict third-party AI tool access to regulated data, unless the Proposal expressly addresses such requirements. If the Client operates in such an environment and has not obtained explicit authorization from its compliance function, the Client should not enter the engagement.

5.7 Limitation on Verification

erakraft does not independently audit or verify the Client's representations regarding authorizations, permissions, or third-party policies, and relies on those representations in good faith. A misrepresentation regarding these matters is grounds for immediate termination under Section 10 and triggers the indemnification obligations under Section 9.

6. Confidentiality

Each party will hold in confidence all non-public information disclosed by the other party ("Confidential Information"), including trade secrets, methodologies, frameworks, the Client's business and strategy information and configurations, and erakraft's curriculum and proprietary methods.

Neither party will disclose the other's Confidential Information to any third party without prior written consent, except:

(a) to employees, contractors, or advisors with a legitimate need to know and bound by confidentiality obligations;

(b) where required by law, court order, or regulatory authority, with reasonable prior notice where legally permissible;

(c) where the information is already publicly known through no fault of the disclosing party; or

(d) where the information is independently developed without reference to the other party's Confidential Information.

These obligations survive termination of this Agreement for a period of three (3) years.

7. Intellectual Property and Ownership

7.1 Client-Owned Assets

Client owns, retains, and may use without restriction:

• Any system, instance, or deliverable built on the Client's own accounts during the engagement;

• The Client's custom configurations, prompt content, mapped workflows, and automation settings within the Client's own tools;

• Any reports, scorecards, plans, or other written deliverables produced for the Client; and

• Any input data, knowledge-base documents, templates, or content the Client provided.

7.2 erakraft-Owned Assets

erakraft retains ownership of:

• Its curriculum, methodologies, frameworks, and instructional materials;

• Any master templates and reusable components used to create the Client's deliverables (the Client owns its specific instance; erakraft owns the underlying master and reusable components);

• Generic templates, prompt libraries, and example workflows used across multiple clients;

• Any credential, brand, or certification framework erakraft issues; and

• Aggregated, anonymized insights derived from engagements across all clients.

7.3 Mutual License Grants

(a) erakraft grants Client a perpetual, worldwide, royalty-free license to use erakraft's frameworks and methodologies within the Client's own business operations and within any team the Client manages.

(b) Client grants erakraft permission to use the Client's anonymized, aggregated outcome data for marketing and case-study purposes. erakraft will not use the Client's name, logo, image, or specific results without separate written consent.

7.4 Third-Party-Owned Assets

This Agreement does not affect the ownership of any assets owned by a third party (including the Client's employer). Such assets remain the property of that third party, and the Client is solely responsible for ensuring their proper handling.

8. Performance Commitments

Any performance commitment, outcome guarantee, or service-level term applicable to an engagement is set out in the applicable Proposal and is governed solely by the conditions stated there. Except as expressly stated in a Proposal, services are provided on a professional best-efforts basis, and erakraft does not guarantee any specific business result.

9. Limitation of Liability

To the maximum extent permitted by law, erakraft's total cumulative liability arising from or related to an engagement is limited to the total amount the Client paid erakraft under the applicable Proposal in the twelve (12) months preceding the claim.

erakraft is not liable for:

(a) indirect, consequential, special, incidental, punitive, or exemplary damages;

(b) lost profits, lost revenue, lost business opportunity, or business interruption;

(c) damages caused by the Client's violation of any policy, applicable law, or third-party right;

(d) damages caused by AI tool failures, third-party service interruptions, vendor security incidents outside erakraft's control, or other events outside erakraft's reasonable control; or

(e) outcomes resulting from the Client's misrepresentation of facts material to the engagement.

These limitations apply regardless of the theory of liability and even if erakraft has been advised of the possibility of such damages.

10. Indemnification

Client agrees to indemnify, defend, and hold harmless erakraft, its officers, employees, contractors, and affiliates from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising from or related to:

(a) the Client's violation of any policy, contractual obligation, or applicable law during or related to the engagement;

(b) the Client's misrepresentation regarding authorization to use any data, tools, or systems;

(c) the Client's use of any deliverable in violation of any policy, law, or third-party right;

(d) any third-party claim against erakraft based on the Client's actions or representations; or

(e) the Client's breach of any material provision of this Agreement.

11. Termination

11.1 Termination for Cause

Either party may terminate an engagement upon fourteen (14) days' written notice if the other party materially breaches the Agreement or applicable Proposal and fails to cure the breach within the notice period.

erakraft may terminate immediately if: (a) the Client breaches Section 5 (Data Security and Client-Controlled Architecture); (b) the Client materially misrepresents authorization or permissions under Section 5.4; or (c) erakraft determines in good faith that continuing would violate applicable law or pose unacceptable risk to either party.

11.2 Termination for Convenience

Client may terminate an engagement at any time. Fees already paid are non-refundable except as expressly provided in the applicable Proposal, and outstanding installment payments remain due unless erakraft has materially breached.

11.3 Effect of Termination

Upon termination: (a) erakraft will return or destroy Client Confidential Information in its possession within thirty (30) days; (b) the Client retains ownership of any deliverables produced before termination; (c) outstanding fees for services rendered become immediately due and payable; and (d) Sections 5 (residual obligations), 6, 7, 9, 10, and 12 survive termination.

12. General Provisions

12.1 Governing Law. This Agreement is governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict-of-laws principles.

12.2 Dispute Resolution. Any dispute will first be addressed through good-faith negotiation. If unresolved within thirty (30) days, it will be resolved by binding arbitration administered in Ontario, Canada, before a single arbitrator selected by mutual agreement.

12.3 Severability. If any provision is held unenforceable, the remaining provisions remain in full force and effect.

12.4 No Waiver. A party's failure to enforce any provision does not waive its right to enforce that or any other provision later.

12.5 Assignment. Neither party may assign this Agreement without the other's prior written consent, except that erakraft may assign it in connection with a merger, acquisition, or sale of substantially all its assets.

12.6 Force Majeure. Neither party is liable for delays or failures caused by circumstances beyond reasonable control, including natural disasters, government actions, third-party AI or platform service interruptions, or pandemics.

12.7 Entire Agreement. This Agreement, together with the applicable Proposal, constitutes the entire agreement between the parties regarding the engagement and supersedes all prior communications, written or oral.

12.8 Amendments. Modifications to this Agreement must be in writing and signed by both parties, except that erakraft may update this Agreement on a going-forward basis as described under Acceptance.

12.9 Independent Contractors. The parties are independent contractors. Nothing in this Agreement creates an employment, partnership, joint venture, or agency relationship.

12.10 Notices. Notices must be in writing and delivered by email to the addresses on the applicable Proposal, with delivery confirmation requested.

Acceptance

This Agreement is accepted by the Client by executing the related Proposal that references it. No separate signature on this Agreement is required.

By executing the Proposal, the Client acknowledges that they have read, understood, and agreed to all terms and conditions in this Agreement in their entirety. The Effective Date is the date the Client executes the Proposal.

erakraft may update this Agreement from time to time. Material changes apply only to engagements commenced after the changes are published. Engagements in flight remain governed by the version of this Agreement in effect on the Client's Effective Date.