Master Services Agreement

DRAFT: for review by counsel before first use

This Master Services Agreement (this "Agreement") is entered into by and between:

Freedom in Honesty LLC, a Georgia limited liability company, doing business as Model Ortho ("Consultant"), and

__________ (the "Client").

Effective Date: ________

Consultant and Client may be referred to individually as a "Party" and together as the "Parties."

Background

Consultant provides systems consulting to orthodontic practices: facilitated working sessions that help a practice's leaders look at reality, forecast what is possible, and build the systems that get them there. Consultant's Schedule Canvas add-on supports practice coordinators in building schedules. This Agreement sets the general terms under which Consultant will provide services to Client, as described in one or more Statements of Work (each an "SOW").

1. Services

1.1 Consultant will perform the services described in each SOW signed by the Parties (the "Services"). An SOW may describe the engagement objective, scope, deliverables, fees, and schedule for a specific body of work.

1.2 Consultant's work is advisory and facilitative. Consultant helps Client's leaders examine their own practice, forecast what is possible, and build and run the systems needed to reach it. Client's team does the work of adoption and execution; Consultant guides and supports until Client's team is capable of running the systems on its own.

1.3 Consultant does not provide legal, accounting, tax, or clinical advice. Client is responsible for all clinical decisions and for complying with all applicable laws and regulations, including HIPAA where applicable.

2. Statements of Work

2.1 Each SOW must be in writing and signed by both Parties to be effective. Each SOW is incorporated into and governed by this Agreement.

2.2 If an SOW conflicts with this Agreement, the SOW controls for the specific engagement it describes, but only to the extent of the conflict and only if the SOW expressly states that it is amending this Agreement.

3. Fees and Payment

3.1 Client will pay the fees set out in the applicable SOW. Unless an SOW states otherwise, fees are due within fifteen (15) days of invoice.

3.2 Fees do not include applicable taxes. Client will pay any sales, use, or similar taxes Consultant is required to collect.

3.3 Unless an SOW provides otherwise, fees are non-refundable for Services already performed.

4. Term and Termination

4.1 This Agreement begins on the Effective Date and continues until terminated under this Section.

4.2 Either Party may terminate this Agreement or any SOW on thirty (30) days' written notice, except as an SOW otherwise provides.

4.3 Either Party may terminate immediately on written notice if the other Party materially breaches this Agreement or an SOW and does not cure the breach within fifteen (15) days of written notice describing it.

4.4 On termination, Client will pay all fees earned through the effective date of termination, including work completed and in progress. Sections that by their nature should survive (including confidentiality, data, intellectual property, limitation of liability, and payment obligations) will survive termination.

5. Client Responsibilities

5.1 Client will designate a point of contact with authority to make decisions and provide prompt access to the people and information reasonably needed to perform the Services.

5.2 Client will provide accurate information. Consultant relies on information Client provides; Client is responsible for the accuracy and completeness of that information.

5.3 Client will secure any necessary internal approvals and provide the leadership participation the Services require.

6. Confidentiality

6.1 Each Party may disclose confidential information to the other in connection with the Services. "Confidential Information" means non-public information disclosed by one Party to the other that is marked confidential or that a reasonable person would understand to be confidential, including business, financial, operational, and technical information.

6.2 Each Party will protect the other's Confidential Information using at least the same care it uses for its own, will use it only to perform its obligations under this Agreement, and will not disclose it except to personnel and contractors who need it and are bound by confidentiality obligations at least as protective as this Section.

6.3 Confidential Information does not include information that is or becomes public without breach, is already lawfully known to the receiving Party, is independently developed, or is disclosed as required by law (with prompt notice where permitted).

7. Data and Privacy

7.1 Consultant's Services are designed to use operational, de-identified, and aggregate data rather than protected health information ("PHI"). Consultant does not require Client to provide PHI to perform the Services.

7.2 The Parties' approach to data is set out in the separate Data Handling Plan, which is incorporated by reference.

7.3 If and only if an engagement requires Consultant to create, receive, maintain, or transmit PHI on Client's behalf, the Parties will execute a Business Associate Agreement before any PHI is exchanged. Until a Business Associate Agreement is executed and PHI is actually exchanged, the HIPAA business associate obligations do not apply to the engagement.

8. Intellectual Property

8.1 Consultant retains all right, title, and interest in its pre-existing materials, tools, methods, templates, and intellectual property (including the Schedule Canvas and Impact Forecaster), and in any improvements to them made during the engagement.

8.2 Deliverables prepared specifically for Client under an SOW ("Client Deliverables") are, on full payment for the relevant SOW, licensed to Client for Client's internal business use. This is a non-exclusive, non-transferable, perpetual license, subject to Consultant's retained ownership in its underlying tools and methods.

8.3 Consultant may use and reference de-identified, aggregated learnings from the engagement in its work, provided no Confidential Information or Client-identifying information is disclosed, and subject to any additional terms in the SOW.

9. Independent Contractor

Consultant is an independent contractor. Nothing in this Agreement creates an employment, partnership, joint venture, or agency relationship. Neither Party has authority to bind the other.

10. Representations and Warranties

10.1 Each Party represents that it has the right and authority to enter into this Agreement and to perform its obligations.

10.2 Consultant will perform the Services in a professional and workmanlike manner consistent with applicable industry standards.

10.3 Except as set out above, Consultant provides the Services "as is" and makes no warranties, express or implied, including warranties of merchantability or fitness for a particular purpose. Consultant does not guarantee any specific financial, production, or clinical outcome. Results depend on factors outside Consultant's control, including Client's execution and market conditions.

11. Limitation of Liability

11.1 To the maximum extent permitted by law, neither Party will be liable for indirect, incidental, special, consequential, or punitive damages, or for lost profits, revenue, or data, even if advised of the possibility.

11.2 Each Party's total aggregate liability arising out of or relating to this Agreement will not exceed the total fees paid or payable by Client to Consultant under the SOW giving rise to the claim in the twelve (12) months before the claim arose.

12. Insurance

Consultant will maintain professional liability (errors and omissions) and cyber liability insurance in commercially reasonable amounts during the term of this Agreement and will provide a certificate of insurance on request.

13. Notices

All notices under this Agreement must be in writing and delivered by email to the addresses below, or to another address a Party designates in writing.

• Consultant: Anita K. Brown, anita@modelortho.com
• Client: ________

14. Governing Law and Disputes

14.1 This Agreement is governed by the laws of the State of Georgia, without regard to conflict-of-laws principles.

14.2 The Parties will attempt in good faith to resolve any dispute through direct discussion before pursuing any other remedy.

15. General

15.1 Entire Agreement. This Agreement, together with any SOWs and the Data Handling Plan, is the entire agreement between the Parties on its subject matter and supersedes prior understandings.

15.2 Amendment. This Agreement may be amended only by a written instrument signed by both Parties.

15.3 Severability. If any provision is held unenforceable, the remainder remains in effect.

15.4 No Waiver. Failure to enforce a provision is not a waiver of it.

15.5 Assignment. Neither Party may assign this Agreement without the other's written consent, except that Consultant may assign to a successor in connection with a sale or reorganization of its business.

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.

Freedom in Honesty LLC (Model Ortho)

By: ____ Name: Anita K. Brown Title: Principal Date: __

Client

By: ______ Name: _____ Title: ____ Date: _______