Master Service Agreement - Commercial Sales Engine

Commercial Sales Engine

erakraft Inc. | Version dated November 7, 2026

This Master Services Agreement ("MSA") governs the Commercial Sales Engine services provided by erakraft Inc., an Ontario corporation ("erakraft"), to the business identified as the client in an accepted Proposal ("Client"). The services involve outsourced commercial business development and sales representation. The Client remains the supplier of its services and the contracting party with its customers.

This MSA and the applicable Proposal together form the "Agreement". The Client accepts this MSA by signing, including electronically, a Proposal issued by erakraft that incorporates this dated version and provides a copy before acceptance. No separate signature on this MSA is required unless the Proposal requires one.

1 How this Agreement works

1.1 Proposals. A "Proposal" is a written proposal, statement of work or order form issued by erakraft and accepted by an authorized Client representative. It must identify the Client's legal name, selected package, scope, fees, currency, payment dates, onboarding requirements, service start arrangements, protected trade and territory, target customers, approved outreach countries and channels, and each party's approval contact and notice email address. It must identify any departure from the standard terms below, any named-person delivery commitment, and any special authority granted to erakraft.

1.2 Priority. The Proposal controls its expressly stated scope, package, pricing, currency, dates, territory and service commitments. A change to this MSA's agency limits, liability, indemnity, intellectual property or dispute provisions must expressly identify the provision being changed and be agreed in writing by authorized representatives of both parties. Routine operating instructions do not amend those provisions. Any signed authority schedule is subject to Section 3.

1.3 Separate engagements and changes. Each accepted Proposal is a separate engagement under this MSA. Added territories, services, account capacity beyond the selected package limit, or responsibilities require a written scope and fee agreement. Ordinary campaign approvals may be given by email by the designated approval contacts. Changes to commercial terms require express written agreement; silence is not approval. Website updates do not change an existing Agreement.

1.4 Interpretation. "Written" includes email and electronic signature records. Days are calendar days unless stated otherwise. A business day is Monday through Friday, excluding public holidays in Ontario. The standard service and introductory terms in this MSA apply unless the Proposal expressly varies them.

2 Commercial Sales Engine services

2.1 Included work. Within the selected package, erakraft develops the Client's commercial sales pipeline through competitive positioning and a capabilities presentation; target account and decision-maker research; prospecting and relationship development; opportunity qualification; appointment and site-visit coordination; follow-up and account nurturing; CRM documentation; and a monthly pipeline review and strategy session with the Client's estimating team. Work is directed toward the agreed trade, territory and target customer profile.

2.2 Standard packages. The following are the standard rates and capacities. All monetary amounts in this MSA use the currency expressly stated in the Proposal. The parties must confirm that currency before services begin. Taxes and approved third-party costs are additional.

2.3 Package differences. Core covers private-sector sourcing and qualification, including property managers, REITs and private building owners. Advanced includes Core plus registration and monitoring of agreed public tender portals, pre-qualification and approved vendor applications, and construction tender pursuit. Ultimate includes Advanced plus estimator coaching once every two weeks and coverage of the multiple territories expressly listed in the Proposal. Ultimate's account capacity is shared across those territories unless the Proposal states otherwise. Session duration, scheduling and any special attendance requirements are set out in the Proposal or onboarding plan.

2.4 Account capacity. An "Active Account" is a distinct organization, property or buying unit currently receiving active prospecting effort. The account-counting unit is agreed during onboarding and applied consistently. Capacity means accounts worked at one time, not a monthly quota of new accounts, contacts, appointments or sales, and not a limit on the Client's total CRM database. As accounts move to tracked future opportunities, booked opportunities or closed records, new researched prospects enter the active group. Tracked accounts remain subject to appropriate scheduled nurturing. erakraft will use reasonable efforts to maintain the agreed active capacity as suitable prospects become available.

2.5 Tender support. Tender work includes only the research, monitoring, coordination and application assistance within the selected package. A tender listing, invitation to bid or vendor registration is not itself a qualified appointment. The Client remains responsible for estimating, pricing, technical submissions, compliance certifications, bonding, insurance, bid security, final review and submission approval. erakraft may submit materials only within the express authority in Section 3; a bid may create obligations before a final contract is awarded. No promise is made that every available tender will be identified or pursued.

2.6 Scope and staffing. Customer service delivery, estimating, final contract acceptance, full CRM implementation or migration, paid advertising and services outside this commercial sales mandate are excluded unless expressly added. erakraft may use suitably qualified personnel and subcontractors, remains responsible for their work, and binds them to appropriate confidentiality, security and authority limits. Where the Proposal promises founder-led outbound or another named person's involvement, that commitment controls, and a material substitution requires the Client's written agreement.

3 Appointment as a limited sales agent

3.1 Appointment. The Client appoints erakraft as its limited sales agent solely to perform the agreed services within the approved trade, territory, channels, customer profile and instructions. This appointment is non-exclusive from the Client's perspective: the Client may sell directly and use other sales resources. erakraft's obligation not to represent a competing contractor in the protected market is separately stated in Section 4.

3.2 Permitted representation. Within that mandate, erakraft may identify and contact prospects, represent the Client's approved capabilities, develop buyer relationships, discuss approved offers, communicate Client-approved pricing and proposal materials, coordinate meetings and site visits, follow up on quotations, assist with approved vendor registrations, and maintain sales records. Negotiation is limited to obtaining information, communicating positions and discussing options within Client-approved parameters, without accepting binding terms.

3.3 Authority reserved to the Client. Unless a separate authority schedule signed by both parties expressly permits a specified act, erakraft cannot sign or accept customer contracts or orders; submit a binding tender or bid; change prices, discounts, credit, scope, warranties or other terms; promise service levels, capacity or delivery dates; make technical or regulatory certifications; settle disputes; accept vendor terms; incur liabilities or purchases in the Client's name; or receive customer funds, deposits or payments. Permission to use an account, portal, logo or email address does not confer those powers. Only the Client may give final commercial approval and execute customer agreements under the default mandate.

3.4 Expanded authority. Any expanded authority must name the authorized individuals, permitted transactions and documents, monetary and commercial limits, approval process, duration and revocation procedure. A general instruction to "handle sales" or a buyer's request does not expand authority. Approval of pricing or document content does not itself authorize a binding offer or tender submission; that authority must be expressly granted under this Section. erakraft may decline expanded authority. Permission to transmit a document does not authorize amendments or additional commitments.

3.5 Identity and outward communications. The Client permits use of its approved name, marks, materials, business email accounts and phone numbers for the services during the engagement. Each party will ensure that titles, signatures and communications accurately describe the representative's role and authority, including required identification of erakraft and the Client. erakraft will not falsely claim to be a Client employee. Where authority could reasonably be misunderstood, quotations and discussions will state that final terms require Client approval and execution. These internal limits do not override rights a third party may have under applicable law.

3.6 Conduct and revocation. Within its mandate, erakraft will act honestly, in good faith and with reasonable care, follow lawful instructions, disclose material conflicts, and not accept undisclosed compensation from a prospect or supplier connected with the Client's opportunity. It will promptly disclose any suspected unauthorized commitment. The Client may revoke or narrow authority in writing at any time; erakraft will promptly stop the affected conduct. The parties will address resulting scope, timing and fees under this Agreement. Revocation does not itself waive accrued obligations or erase rights arising from an earlier breach.

3.7 Independent contractor. erakraft remains an independent contractor responsible for its personnel, compensation, taxes and working methods. The limited agency expressly created here does not create employment, a partnership, a joint venture or general authority to manage the Client's business. Nothing in this MSA purports to waive duties that applicable law imposes within the actual agency relationship.

4 Trade and territory exclusivity

4.1 Protected market. The Proposal must define the protected trade or service category and geographic territory, using named areas, boundaries or an attached map. For Ultimate, each included territory must be listed. During the engagement, including any no-charge guarantee extension, erakraft will not provide substantially similar outsourced sales representation to another contractor targeting that same trade for work located in that territory. A buyer's headquarters outside the territory does not remove protection for work located inside it.

4.2 Limits. Exclusivity covers only the agreed trade, territory and services; it does not grant ownership of prospects, prevent buyers from using competitors, or guarantee market share. erakraft may serve businesses in different trades or territories, subject to confidentiality and conflict duties. Any existing representation that would overlap must be disclosed and expressly resolved before the Proposal is accepted. A broader market, extra service category or added territory requires written agreement and availability confirmation.

4.3 Duration. Protection begins when the Proposal is accepted and the required initial payment is received. It continues while the engagement remains in effect, including a permitted suspension, and ends on termination. No post-termination restraint applies. The Client remains free to employ salespeople, appoint other providers and pursue its own opportunities.

5 Onboarding and term

5.1 Completed onboarding. Onboarding is complete when the required initial payment, agreed target profile and territory, approved capabilities and outreach materials, necessary system access, estimator availability, approval contacts, compliance information and agreed tools are in place. erakraft will identify missing items promptly and confirm completion in writing without unreasonable delay. Confirmation must reflect when the objective requirements were actually satisfied.

5.2 Start date and seven-day commitment. The "Service Start Date" is the onboarding completion date unless the parties agree to a later start in writing. The Client's first researched accounts will be loaded into its CRM or agreed shared system within seven days after completed onboarding, unless the Client requests a later launch. This commitment concerns researched accounts and pipeline launch, not a guaranteed appointment within seven days.

5.3 Initial commitment. To align the introductory term with the 90-day offer, the initial commitment is 90 consecutive days from the Service Start Date (the "Initial Term"), divided into three 30-day service periods. Each period is charged at the selected monthly service fee. The three instalments are due before the Service Start Date, on day 31 and on day 61, respectively. The Service Start Date is day 1. Any agreed extension under Sections 8 or 16 must be recorded with revised dates and any billing adjustment.

5.4 Monthly continuation. Subject to Section 8, services continue after the Initial Term in successive calendar-month periods at the agreed monthly fee. The first renewal begins on day 91; later renewals begin on its monthly anniversary, using the last day of a month if necessary. A paid restart after a Guarantee Extension establishes a new billing anniversary under Section 8.5. Either party may give 30 days' written notice to end ordinary paid service, including notice during the Initial Term to take effect at its end. A Client notice declining paid renewals does not by itself waive an available Guarantee Extension: unless the Client expressly ends all services, free continuation remains available, with no further paid service unless the Client subsequently agrees in writing. Section 16.2 governs the initial minimum payment commitment.

5.5 Delays before launch and agreed pauses. If Client delay prevents onboarding for 30 days after acceptance, erakraft may give five business days' notice to end the engagement unless the delay is resolved. Unused prepaid service fees will be returned, less separately agreed completed onboarding work and authorized non-cancellable external costs. There is no automatic right to pause an active campaign. A requested pause requires written agreement on billing, duration, exclusivity and the guarantee clock; it does not silently restart a minimum term.

6 Fees and payment

6.1 Invoicing. Initial fees are due under Section 5.3; renewal fees are due in advance on each renewal date. Appointment fees, when applicable, are invoiced monthly in arrears with supporting appointment records and are due within 15 days of invoice. All amounts are payable in the expressly agreed currency. Sales taxes, including applicable GST/HST, are additional. There is no commission, percentage of customer contract value, business-sale success fee or post-termination commission tail.

6.2 Appointment waiver. Core and Advanced appointment fees are waived for qualifying bookings made during the Guarantee Period, including any extension of that period recorded under Section 8.4, and during any Guarantee Extension. Ultimate carries no appointment fees. A waived booking does not become chargeable merely because its meeting or rescheduling takes place later.

6.3 External costs. The Client pays for agreed third-party tools, CRM subscriptions, email and telephone services, data licences, tender portals and other approved external expenses. These costs are separate from erakraft's service fees, including during free service. Client-specific accounts should be Client-owned where practicable. erakraft must identify material expected costs before commitment and obtain prior written approval for reimbursable expenses, travel and purchases; no open-ended spending authority is granted.

6.4 Late payment and disputes. Undisputed overdue amounts bear simple interest at 18% per year, calculated daily and not compounded, or the maximum lawful rate if lower. The Client should notify erakraft of a good-faith invoice dispute with reasons within 10 business days after receipt and pay undisputed portions when due. The parties will promptly investigate and correct errors; that review period does not validate an incorrect fee or remove rights concerning a later-discovered cancellation, duplicate or error. Suspension for non-payment requires the notice in Section 16.1.

6.5 Refunds and changes. Earned fees are non-refundable except for an express credit, refund or remedy in this Agreement or required by law. The Initial Term minimum, permitted prorating, guarantee credits and termination refunds override any general non-refundability language. No fee increase or package change applies without written agreement. erakraft will not withhold Client-owned CRM records or compliance information to secure payment.

7 Qualified appointments and counting rules

7.1 Qualification. A "Qualified Appointment" is a sales meeting, substantive sales call or site visit that: (a) concerns the Client's approved commercial services in the agreed target market; (b) involves a person responsible for, materially influencing, or authorized to participate in the relevant buying process; (c) relates to a genuine current or prospective service requirement or purchasing opportunity; (d) has been affirmatively accepted by the prospect for an agreed date and time with the Client's team; and (e) is documented in the CRM with the contact, account, purpose and available qualification details. Additional value, timing or buyer criteria apply only if agreed in the Proposal.

7.2 Exclusions and duplicates. A contact name, voicemail, unanswered email, unaccepted calendar invitation, tender listing or general networking introduction alone does not qualify. Only one appointment is counted and charged per distinct commercial opportunity. Reschedules and follow-up meetings for the same opportunity are not new billable appointments. Separate, independently purchasable projects or locations may qualify separately where documented. Existing customer or pipeline opportunities count only if expressly included in the approved campaign; an appointment already booked independently of erakraft does not count.

7.3 Booking and fees. A Qualified Appointment is booked when the prospect affirmatively agrees and the details are delivered to the Client's agreed calendar or contact. That date determines the fee and waiver. Unless the Client requests otherwise, the meeting must be scheduled within 30 days of booking. Fees are for qualifying bookings, not contract awards, and remain subject to the corrections below. Pipeline stage labels do not establish entitlement to a fee or guarantee credit.

7.4 Cancellations and attendance. If a prospect cancels, fails to attend or is established not to meet the agreed qualification criteria, its guarantee credit is removed and its appointment fee cancelled or credited. A valid reschedule may restore that opportunity's credit when Sections 7.1 and 7.3 are met again, subject to the same correction rules. Any reinstated fee retains the original booking's price and waiver status; earlier charges and credits must be reconciled so that no more than one fee is payable for the opportunity. A waived booking remains free when rescheduled. A booking may still count, and its applicable fee remain due, if the prospect was ready and willing to attend but the Client missed, cancelled or refused the appointment without a qualification defect. The Client must promptly report attendance issues.

7.5 Evidence. erakraft will maintain booking and qualification records and provide reasonable supporting information. The Client should raise an apparent qualification issue within five business days of learning of it. The parties will assess the agreed criteria in good faith; silence does not convert a non-qualifying opportunity into a Qualified Appointment. A failure to win work does not by itself make an appointment unqualified.

8 The first 90 days and appointment guarantee

8.1 Promise. Unless the Proposal expressly changes the introductory offer, erakraft guarantees at least five Qualified Appointments booked during the first 90 days from the Service Start Date (the "Guarantee Period"), subject to Section 7 and the limited adjustments below. The guarantee concerns qualified sales opportunities, not signed contracts, quote values or revenue. No separate claim form or deadline is required to receive the remedy.

8.2 Free continuation. If fewer than five count at the end of the Guarantee Period, erakraft will continue the agreed sales services, at the same package scope and account capacity, without monthly service fees or appointment fees until the total reaches five. This "Guarantee Extension" starts immediately after the Guarantee Period. Approved third-party costs remain payable. Exclusivity, agency limits, data rights and all other applicable protections continue. There is no additional minimum paid term imposed by accepting free continuation.

8.3 Correcting the count. A later prospect cancellation, no-show or established qualification defect removes the appointment from the guarantee total, subject to Section 7.4. If fewer than five remain after the Guarantee Period while the engagement is in effect, free continuation begins or resumes immediately until the shortfall is corrected. Service fees already paid for free-continuation days will be credited, or refunded if no further paid service will occur, using daily prorating of the affected period. Corrections do not automatically revive an engagement, sales authority or exclusivity after termination. An express Client instruction to end all services ends future free service, but not accrued fee corrections or claims for an earlier breach, including a wrongful termination to avoid the guarantee. An opportunity cannot produce more than one guarantee credit.

8.4 Client cooperation. The Client must provide the access, lawful outreach permissions, accurate materials, reasonable estimator availability and timely approvals needed to perform the agreed work, and pay undisputed amounts when due. If a material Client failure actually prevents performance, erakraft must identify the issue and its effect in writing and allow five business days to cure where practicable. Only the period demonstrably affected after that notice may be excluded from the guarantee clock. This adjustment does not itself extend the Initial Term or create extra monthly fees; billing remains governed by Sections 5 and 16.1. Minor unrelated failures, a disputed invoice, or failure to win a contract do not void the guarantee. Appointments already credited remain credited.

8.5 Ending free service and restarting paid service. During a Guarantee Extension, the Client may end all services immediately by written notice, without affecting accrued credits, refunds or breach claims. Once five appointments count, erakraft will give at least five business days' written notice of the paid restart date and monthly fee. Fees remain waived until that date. The Client may end the engagement without further service fees before that date; otherwise ordinary monthly paid service resumes, with unused prepayments applied, no backdated charges and no new minimum term. If the count falls below five before restart, the shortfall must be corrected and a new notice given. If the Client already declined paid renewal under Section 5.4, paid service requires its express written agreement; otherwise the engagement ends once the guarantee is satisfied and the counted appointments needed to satisfy it are no longer awaiting their meetings. erakraft may not terminate for convenience to avoid the guarantee, including while such counted appointments are pending.

8.6 Scope of remedy. Free continuation is the agreed remedy for an appointment shortfall, rather than a refund of properly earned Initial Term fees. It does not exclude remedies for a separate material breach, fraud, unlawful conduct, failure to provide promised free services, or rights that cannot lawfully be limited. A material change to the Client's target market or service offering requires an agreed written adjustment; it does not automatically extinguish this guarantee.

9 Client responsibilities and customer contracts

9.1 Cooperation. The Client will designate an authorized approval contact; provide accurate capabilities, pricing, references, licences, insurance and service information; keep capacity and geographic availability current; provide access through appropriate user accounts; make its estimating team reasonably available; attend agreed appointments; and follow up and prepare quotations in a timely manner. The onboarding plan will record response expectations and available meeting windows.

9.2 Approvals and instructions. The Client approves its claims, offers, sales materials, target parameters, proposed pricing and final commercial commitments. It warrants that supplied materials and data may lawfully be used for the agreed purpose and will provide evidence reasonably needed to support that use. It must disclose existing opportunities and do-not-contact restrictions and promptly report changes. Client approval does not excuse erakraft's own unauthorized or unlawful conduct, and neither party may require the other to act unlawfully.

9.3 Customer responsibility. The Client is solely responsible for accepting customers, estimating and pricing work, customer contracts, credit decisions, licences, insurance, staffing, safety, service performance, warranties, invoices, collections and customer claims relating to its work. No prospect is obligated to buy. erakraft is not a party to the Client's customer contract merely because it sourced or assisted the opportunity, and does not guarantee a customer's solvency or payment. This allocation does not excuse obligations arising from erakraft's own breach or misconduct.

10 Lawful outreach and communications

10.1 Each party's conduct. Each party will comply with laws applicable to its activities, including Canada's Anti-Spam Legislation, applicable telemarketing and do-not-call rules, privacy laws, truthful advertising requirements and applicable procurement rules. Neither this Agreement nor the Client's approval creates a blanket exemption for business-to-business outreach. Countries, channels and audiences must be approved before use. Additional jurisdictions or materially different channels require a written scope and compliance assessment before launch.

10.2 Lists and lawful basis. The Client is responsible for the accuracy and lawful-use basis of lists, relationship information, permissions and instructions it supplies. erakraft is responsible for reasonable verification and records of the lawful basis for contacts it sources and outreach it conducts. A purchased, scraped, enriched or publicly available address alone does not establish consent or an exemption. Each party will retain reasonably necessary evidence, including source, date and relevant relationship or permission, and will not proceed where the lawful basis is absent or unreliable.

10.3 Identification and suppression. erakraft will use accurate sender and caller identification, identify the represented Client and itself where required, include required contact details and working opt-out mechanisms, and promptly record and honour requests. Each party will share relevant unsubscribe and do-not-call requests without delay and apply them across the campaigns it controls. Requests must be actioned within the legal deadline, including no later than 10 business days for CASL unsubscribe requests. The parties will keep required contact and unsubscribe mechanisms operational for the legally required period after sending, including at least 60 days where CASL requires it, and coordinate responsibility at offboarding.

10.4 Telephone and other channels. Before calling, each party will satisfy registration, subscription where applicable, calling-hour, identification and suppression obligations that apply to its role. A business-to-business National Do Not Call List exemption does not by itself remove other telemarketing requirements. Text messaging, prerecorded or automated calling, artificial-voice calls, call recording and meeting transcription require express written approval and a lawful implementation, including required notices and consents. Approval of ordinary business calls or email does not authorize those activities.

10.5 Complaints and cooperation. Each party will promptly notify the other of a relevant regulatory inquiry, material outreach complaint or suspected compliance breach, preserve necessary records and cooperate in a proportionate response. A party may stop the affected activity while a credible issue is assessed. Neither may provide misleading claims, fake identities, fabricated references, improper inducements or false tender certifications. Contractual allocations do not prevent a regulator or third party from enforcing obligations against a responsible party.

11 Systems access and data protection

11.1 Client control. The Client owns and controls its CRM and client-specific communication accounts where practicable. Access must use named users and the least privileges reasonably needed, with multi-factor authentication where available. The Client may revoke access at any time. Each party must safeguard credentials and notify the other of material access changes affecting performance. No access may be obtained contrary to a third party's authorization or applicable platform terms.

11.2 Use and safeguards. erakraft will use Client data only for the agreed services, authorized instructions and necessary legal or compliance records. It will apply reasonable administrative, technical and organizational safeguards appropriate to the data, restrict personnel access and require corresponding duties from subcontractors. It will not sell Client data or use Client confidential prospect lists, contact histories or strategies to conduct another client's campaign.

11.3 Providers and location. Material systems, data providers, subprocessors and known processing locations will be identified during onboarding. Material changes affecting Client data require prior notice and Client approval where required by law or the agreed data instructions. Any foreign processing must be disclosed and covered by appropriate safeguards; no promise of exclusively Canadian storage is made unless expressly agreed. Each party remains responsible for the privacy obligations applicable to information under its control. Third-party outages or incidents do not excuse a party's own failure to meet its agreed duties.

11.4 AI and recordings. AI-assisted drafting, research or administration must use approved tools and appropriate data settings. erakraft will not submit Client confidential or personal information to a system permitted to train general models on that information without separate express written permission and a lawful basis. AI output must receive appropriate human review. Recordings and transcripts are subject to Section 10.4, access controls and an agreed retention period.

11.5 Incidents and exit. Each party will notify the other without undue delay after discovering unauthorized access to, loss of or disclosure of engagement data, share available material facts and cooperate in containment and remediation. Each remains responsible for legally required reports and notices within its role. On termination, records will be handed over under Section 16.5, and remaining Client data returned or deleted within 30 days, except protected backups and information reasonably retained for law, disputes, tax, consent evidence or suppression obligations. Retained information remains protected and may not be used for new sales activity; backups are deleted through the normal protected retention cycle.

12 Confidentiality ownership and publicity

12.1 Confidential information. Each party will protect the other's non-public business, technical, financial, pricing, customer, prospect and strategy information with reasonable care, use it only for this Agreement, and disclose it only to people who need it and are bound by suitable duties. This does not restrict information demonstrably public without breach, already lawfully known, independently developed, or lawfully received without a duty of confidence. Legally required disclosure is permitted with prior notice where lawful and reasonable steps to limit disclosure.

12.2 Duration. Ordinary confidentiality duties continue for three years after termination. Trade secrets remain protected while they qualify as trade secrets. Personal information, retained confidential Client records and the specific restrictions on using Client data or publishing Client results remain protected for as long as retained or required by applicable law.

12.3 Client property. As between the parties, the Client owns its supplied materials and the client-specific sales assets created during the engagement, including its account database, CRM entries, contact and communication histories, opportunity and renewal records, custom capabilities presentation, reports and client-specific campaign materials. That ownership is not conditional on continued subscription or erased by termination. erakraft will assign any rights necessary to give effect to this ownership, obtain corresponding rights from its contributors, and obtain moral-rights waivers where necessary and legally available. Ownership of records does not confer ownership of people, relationships, public facts or third-party databases.

12.4 Retained and third-party rights. erakraft retains its pre-existing tools, generic methods, reusable frameworks and master templates, excluding Client confidential information. To the extent embedded in a Client deliverable, erakraft grants the Client a perpetual, worldwide, royalty-free, non-exclusive licence to use, copy and adapt those elements for its business and to permit its service providers to do so on its behalf. Third-party software and licensed data remain subject to their own terms; material transfer or usage limits must be disclosed before use. Those limits do not permit withholding Client-created records that may lawfully be exported.

12.5 Publicity and case studies. With the introductory offer, erakraft will prepare a written case study of the engagement's results. Publication is optional and requires the Client's prior written approval of the final content, names, logos, quotations, figures and publication channels. No permission is granted merely by signing this Agreement or achieving results. The Client may withdraw permission for future use, and erakraft will remove controlled online uses within a reasonable time; third-party copies and previously distributed materials may not be fully recoverable. Declining publicity does not affect the appointment guarantee or service entitlement.

13 Standard of service and limits on outcomes

13.1 Professional performance. erakraft will provide the services with reasonable care and skill and in accordance with this Agreement. It will maintain reasonable records, give the agreed reporting and promptly address material service issues raised by the Client. An express service commitment cannot be displaced by a general disclaimer.

13.2 Commercial outcomes. Except for the express commitments in this Agreement or Proposal, no particular volume of calls, emails, replies, bids, quotes, revenue, profit, contracts or conversion rate is guaranteed. Commercial sales cycles, buyer decisions, competition, Client pricing and fulfilment affect results. Forecasts, pipeline values, examples and historical case studies are not promises of future earnings. Third-party platforms and prospect availability are outside either party's complete control, but each party remains responsible for its own obligations.

14 Third-party claims and indemnity

14.1 Allocated responsibility. Subject to Section 15, each party will defend and indemnify the other and its personnel against third-party claims, resulting damages and reasonable legal costs to the extent caused by that party's material breach, unlawful conduct, negligence or wilful misconduct. The Client's responsibility includes its service delivery and customer obligations, inaccurate or infringing Client materials, and unlawful data or instructions it supplies. erakraft's responsibility includes its unauthorized commitments and unlawful outreach or misuse of data within its control. Neither party is entitled to indemnity to the extent its own conduct caused the claim. Fines and penalties are included only to the extent indemnification is legally permitted.

14.2 Claim procedure. The defence duty applies to allegations that, if established, fall within Section 14.1, with a reasonable final adjustment for costs outside that coverage. The protected party will give prompt notice, reasonable cooperation at the responsible party's expense and reasonable control of the defence, subject to appropriate representation and conflicts of interest. Late notice reduces protection only to the extent it causes prejudice. A settlement may not admit fault by, impose non-monetary duties on, or fail to release the protected party without its reasonable consent. A party may participate through its own counsel at its expense; if a conflict reasonably requires separate counsel, the indemnifying party pays reasonable covered defence costs, subject to Section 15.

15 Liability limits

15.1 Cap. To the extent permitted by law, each party's total aggregate liability arising from an engagement, including indemnity and covered defence costs, is limited to the service and appointment fees paid or payable for service during the 12 months ending on the measurement date. That date is the earlier of the first act or omission giving rise to liability under the engagement and the engagement's termination date. If that date falls before the first 30-day service period ends, the cap is at least the agreed fee for that first period. The cap is measured once and applies cumulatively across claims under that engagement; it does not reset for each claim. Third-party costs and taxes do not increase it.

15.2 Excluded losses. Neither party is liable to the other for indirect, consequential, special, incidental, punitive or exemplary damages, or lost profits, revenue, anticipated savings or business opportunities, regardless of the legal theory. This exclusion does not prevent recovery of amounts payable to third parties under Section 14, subject to the applicable cap. It does not turn a promised service, credit, refund or guarantee remedy into an unenforceable expectation.

15.3 Exceptions. The cap and exclusions do not limit a party's fraud, wilful misconduct or gross negligence, amounts the Client owes as agreed fees, or liability that cannot lawfully be limited. They do not excuse providing the express free-service remedy or returning amounts expressly refundable under this Agreement. These limits allocate risk between the parties only and do not restrict the rights or powers of regulators or non-parties.

16 Suspension termination and handover

16.1 Limited suspension. erakraft may suspend affected work for a material unpaid undisputed invoice or other remediable Client default after written notice and five business days to cure. Either party may immediately stop an affected activity where reasonably necessary to prevent unlawful conduct, unauthorized commitments or a material security incident, with prompt written reasons. Suspension must be proportionate. Fees during a Client-caused suspension continue only to the extent agreed capacity remains reasonably reserved and available; any saved external costs are not charged. Billing, guarantee dates and any other adjustments must be explained in writing. No extra minimum term is created.

16.2 Client convenience termination. The Client may instruct erakraft to cease representation at any time. If the Client voluntarily ends service before the Initial Term expires, the unpaid balance of the three agreed service-fee instalments remains due as a minimum commitment for onboarding and reserved capacity, subject to applicable law and credits for costs actually avoided or amounts recovered by redeploying that capacity. It is not a commission or an additional penalty. After the Initial Term, ordinary paid service ends on 30 days' notice, with the final calendar-month fee prorated through the effective termination date. During a Guarantee Extension, Section 8.5 applies instead.

16.3 Cause. Either party may terminate for a material breach not cured within 14 days after written notice describing it. Immediate termination is permitted for fraud, deliberate misuse of data or an incurable breach that makes continued performance unlawful. A shorter suspension cure period does not by itself shorten the ordinary breach-termination period. If the Client validly terminates for erakraft's uncured material breach, remaining minimum-term fees are not payable and prepaid fees for undelivered future service are refunded, without limiting other available remedies.

16.4 Provider termination and external events. erakraft may end ordinary paid service on 30 days' notice, subject to its guarantee duty and without accelerating unearned future fees. If erakraft ends service for convenience during the Initial Term, no remaining minimum instalments are owed and unused prepaid fees are refunded. An event outside reasonable control excuses only the affected performance while reasonable mitigation continues. It does not erase accrued obligations or the guarantee. If such an event prevents material service for more than 30 days, either party may terminate without future minimum fees and with return of unused prepayments.

16.5 Offboarding. On termination or expiry, sales authority ends, further representation stops, access is revoked in coordination with the Client, and the parties correct outward representations to affected prospects where appropriate. Within 10 business days, erakraft will provide an ordinary usable export or transfer of Client-owned account records, contact histories, active opportunities, upcoming deadlines, campaign materials, and relevant consent and suppression records within its control, subject to lawful third-party restrictions disclosed under Section 12.4. The ordinary handover is included; optional migration or new work requires separate agreement. Data must not be withheld because of a fee dispute. Retention and deletion follow Section 11.5.

16.6 Final accounting and survival. Earned fees and valid termination amounts remain due on their applicable invoice dates. Required credits and refunds will be issued within 15 days after the amount is established. Provisions concerning accrued payment, guarantee corrections, authority consequences, data, confidentiality, ownership, indemnity, liability and disputes survive to the extent needed to give them effect. Termination does not create a sales commission or right to future customer proceeds.

17 General provisions and acceptance

17.1 Law and disputes. Ontario law and applicable federal Canadian law govern. The parties will first try in good faith to resolve a dispute through their authorized representatives for 30 days after written notice. If unresolved, it will be finally determined by one arbitrator, with Toronto, Ontario as the legal seat and English as the language, under applicable Ontario arbitration legislation. The parties may agree to remote hearings. If they cannot select an arbitrator within 15 days of a written arbitration request, either may seek appointment by the competent Ontario court. The arbitrator may allocate reasonable costs. Either party may commence arbitration early to preserve a limitation period while continuing negotiations, or seek urgent interim relief or enforcement from a competent court. The tribunal may stay other procedural steps during negotiations. Mandatory legal rights remain unaffected.

17.2 Notices. Formal notices must be sent to the notice email addresses in the Proposal, or a replacement address notified in writing. An email is deemed received on the next business day after sending if no delivery failure is received. The sender must use a reasonable alternative if it knows delivery failed. Routine CRM notes or prospect messages are not formal termination or dispute notices.

17.3 Assignment. Neither party may assign the Agreement without the other's written consent, not unreasonably withheld, except in a bona fide merger, reorganization or sale of substantially all the relevant business where the successor assumes the obligations. An assignment cannot expand territory, dilute agreed exclusivity, authorize data misuse or avoid an existing conflict. The assigning party will give prompt notice.

17.4 Entire agreement and severability. The Agreement is the complete agreement for the engagement and replaces earlier discussions on that subject. Marketing materials and forecasts are not incorporated except to the extent expressly included. No purchase-order boilerplate changes it. If a provision is unenforceable, the remaining provisions continue to the extent permitted by law. A waiver must be specific and in writing; delay in enforcement is not a general waiver.

17.5 Electronic acceptance. The parties consent to electronic contracting, signatures and delivery, and counterparts together form one instrument. A signatory represents that they have authority to bind the named business. The Effective Date is the date the Client accepts an unexpired Proposal issued by erakraft, unless that Proposal expressly requires further acceptance. A complete copy of the accepted Proposal, this dated MSA and any authority schedule must remain available for retention by both parties.

17.6 Version control. This version governs the engagement throughout its term unless the parties expressly agree to an amendment. Later website or template updates apply only to later accepted agreements that incorporate them. A future renewal under this Agreement does not, by itself, accept a different MSA version.

Acceptance through the Proposal. By executing the Proposal that incorporates this MSA, the Client confirms agreement to these terms, including the limited sales-agency appointment, authority limits, payment commitment, appointment rules, guarantee remedy, exclusivity boundaries and dispute process.