Standard SAZ Master Services Agreement.
The MSA we use for multi-engagement client relationships. SOW-based, outcome-priced, with standard mid-market terms.
This is a summary of the standard SAZ MSA. The signed MSA template includes additional schedules (insurance certificates, escalation matrix, subprocessor list). For enterprise procurement requiring custom MSA terms, we typically negotiate and sign within 10–15 business days.
1. Services
SAZ provides consulting services as described in Statements of Work (SOWs) executed under this MSA. Each SOW specifies scope, deliverables, timeline, fees, and acceptance criteria. The MSA governs the relationship; the SOW governs the engagement.
2. Fees and payment
Fees are specified per SOW — outcome-based (workshops, sprints) or monthly retainer (advisory, fractional, enterprise). Standard payment terms: net-30 unless otherwise specified. Late payments accrue 1.5% / month. Travel and pre-approved out-of-pocket expenses billed at cost.
3. Term and termination
The MSA term is the term of the active SOWs plus 90 days post-termination. Either party may terminate the MSA with 30 days' written notice if no active SOWs exist. SOWs may be terminated per their individual terms or for material breach with 15 days' cure period.
4. Intellectual property
Pre-existing intellectual property remains owned by its original party. Custom deliverables created for the Client (reports, code, designs) transfer to the Client upon full payment. SAZ retains rights to general methodologies, frameworks, and tools used across multiple clients.
5. Confidentiality
Each party will keep the other's confidential information confidential during and after the engagement. Confidential information includes business strategy, customer data, technical information, and any information marked or reasonably understood as confidential. Standard exceptions apply (public domain, independently developed, required by law).
6. Data protection
Where personal data is processed, the SAZ Data Processing Agreement (DPA) is incorporated by reference. See https://saz.ca/dpa for the standard DPA, or sign your own template — most are reviewed within 5 business days.
7. Warranties and disclaimers
SAZ warrants that services will be performed in a professional and workmanlike manner consistent with industry standards. SAZ does not warrant specific business outcomes (revenue, conversion, etc.) — engagements model expected outcomes, but business results depend on factors outside SAZ's control. ALL OTHER WARRANTIES ARE DISCLAIMED to the extent permitted by applicable law.
8. Limitation of liability
EXCEPT FOR BREACH OF CONFIDENTIALITY OR INDEMNIFICATION OBLIGATIONS, EACH PARTY'S TOTAL LIABILITY UNDER THIS MSA AND ANY SOW IS LIMITED TO FEES PAID UNDER THE APPLICABLE SOW IN THE 12 MONTHS PRECEDING THE CLAIM. NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES.
9. Indemnification
Each party will indemnify the other against third-party claims arising from its breach of the MSA, its negligence or willful misconduct, or its IP infringement. Standard indemnification carve-outs apply (combined-use claims, modifications by the other party).
10. Insurance
SAZ maintains: Commercial General Liability ($5M aggregate), Professional Liability / E&O ($5M aggregate), and Cyber Liability ($5M aggregate). Certificates of Insurance available on request.
11. Independent contractor
SAZ provides services as an independent contractor. Nothing in this MSA creates an employment, partnership, joint venture, or fiduciary relationship between the parties.
12. Governing law and disputes
This MSA is governed by the laws of British Columbia, Canada, without regard to conflict of law principles. Disputes will be resolved first through good-faith negotiation, then through binding arbitration in Vancouver, BC under ADR Institute of Canada rules.
13. General
This MSA, with all executed SOWs and the DPA, constitutes the entire agreement. Amendments require written agreement. No assignment without consent (except to an affiliate or successor by merger). Notices in writing to the addresses on file.
Need a signed MSA?
Email info@Sedighi.ca with your engagement scope. We\'ll send a tailored MSA + SOW pair for execution. We can also sign your MSA template — most reviewed within 10 business days.
Anything else?
SOW templates, insurance certificates, security questionnaires — request at info@Sedighi.ca.