Master Service Agreement

This Master Service Agreement (this “Agreement”), effective as of (the “Effective Date”), is entered into by and between Erick Jhon L. Cabal, an individual sole proprietor doing business as Erick Cabal · Web Development & Design, with principal place of business at Barangay Pasong Camachile 1, General Trias, Cavite, Philippines (the “Provider”), and , with principal place of business at (the “Client”), each a “Party” and together the “Parties.”

1. Services. Provider shall design, develop, deploy, and (optionally) maintain a website for the Client described as follows: . The detailed deliverables, milestones, and any optional add-ons shall be set forth in one or more Statements of Work (each, an “SOW”) executed by both Parties from time to time. Each SOW, upon execution, is incorporated into this Agreement by reference.
2. Fees and Payment. Client shall pay Provider the fees stated in the applicable SOW. Unless otherwise specified:

   (a) One-time project fees are billed in two installments: 50% upon signing of the SOW (deposit), 50% upon Client acceptance of the final deliverables.

   (b) Monthly retainer fees (if any) are billed on the fifth (5th) calendar day of each month and are due within seven (7) days of invoice. To keep billing clean across all clients, the first retainer charge does not occur until the 5th of the calendar month that follows at least thirty (30) days of complimentary service measured from the Effective Date. Any partial-month period before that first 5th-of-month invoice is provided at no charge.

   (c) Late payments accrue interest at 2% per month or the maximum rate permitted by applicable law, whichever is lower. Provider may suspend services on accounts more than fifteen (15) days past due.

   Total project fee for this engagement: . Optional monthly retainer: .

3. Promotional Pricing (Founders 20). The fees stated in Section 2 above and in any SOW executed on or before April 26, 2027reflect Provider's promotional rate, which is approximately fifty percent (50%) of Provider's standard market rate. The promotional rate is available only while Provider's “Founders 20” program remains open, and ends on the earlier of (a) the date Provider's twentieth (20th) paying client's SOW is fully executed, or (b) April 26, 2027. For Client engagements signed during the promotional window, the promotional rate stated in the executed SOW remains locked for twelve (12) months from the Effective Date of this Agreement. Any new SOW or renewal executed after that twelve (12) month window, or any new engagement signed on or after April 27, 2027, will be quoted at Provider's then-current standard rates. The promotional rate is non-transferable and applies only to the Client whose name is set out on the first page of this Agreement.
4. Term. This Agreement begins on the Effective Date and continues until terminated in accordance with Section 11. Each SOW shall commence on the date stated therein and continue until the deliverables are accepted or the SOW is otherwise terminated.
5. Client Responsibilities. Client shall (a) provide Provider with timely access to all content, brand assets, credentials, and information reasonably required to perform the Services; (b) designate a single primary point of contact authorized to make decisions; and (c) review and respond to deliverables within five (5) business days of submission. Delays caused by Client may push the project schedule and trigger a reasonable extension of milestones.
6. Acceptance. Upon delivery of any milestone or final deliverable, Client shall have five (5) business days to review and either (a) accept the deliverable or (b) provide a single, consolidated list of specific revision requests. If Client does not respond within this window, the deliverable is deemed accepted. Up to two (2) rounds of revisions per milestone are included; additional rounds are billed at per hour.
7. Intellectual Property.

   (a) Pre-existing IP.Each Party retains all right, title, and interest in its pre-existing intellectual property, including (in Provider's case) reusable code libraries, design systems, and templates.

   (b) Final deliverables. Upon receipt of full payment, Provider assigns to Client all rights in the custom-developed source code, designs, copy, and other materials specifically created for Client under the SOW (the “Deliverables”), excluding any of Provider's pre-existing IP, third-party libraries, and open-source components, which remain governed by their respective licenses.

   (c) Portfolio rights.Provider may display the completed website in his portfolio and case studies, and reference the Client's name and logo in marketing materials, unless Client specifies otherwise in writing.

8. Confidentiality.The Parties' obligations regarding confidential information are governed by the separate Mutual Confidentiality Agreement signed between them, which is incorporated into this Agreement by reference. If no separate NDA exists, the terms of Provider's standard NDA (available at erickcabal.com/legal/nda) shall apply.
9. Warranties.Provider warrants that the Services will be performed in a professional and workmanlike manner consistent with industry standards. Provider further warrants that the Deliverables, as delivered, will substantially conform to the SOW for a period of thirty (30) days after acceptance. Client's sole remedy for breach of this warranty is, at Provider's option, to (a) re-perform the non-conforming Services or (b) refund the fees paid for the non-conforming Services. EXCEPT AS EXPRESSLY STATED ABOVE, ALL SERVICES AND DELIVERABLES ARE PROVIDED “AS IS” AND PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED.
10. Limitation of Liability.EXCEPT FOR BREACHES OF CONFIDENTIALITY OR INTELLECTUAL PROPERTY OBLIGATIONS, OR FOR EITHER PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES. EACH PARTY'S TOTAL CUMULATIVE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CLIENT TO PROVIDER UNDER THE APPLICABLE SOW IN THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
11. Termination.Either Party may terminate this Agreement or any SOW (a) for convenience, on fifteen (15) days' written notice, or (b) immediately for material breach by the other Party that remains uncured for ten (10) days after written notice. Upon termination: Client shall pay for all Services performed and expenses incurred up to the termination date; Provider shall deliver all in-progress work product reflecting work paid for; and the obligations of confidentiality, payment, IP assignment for paid work, and limitation of liability survive.
12. Independent Contractor. Provider is an independent contractor and not an employee, agent, partner, or joint venturer of Client. Neither Party has authority to bind the other. Provider is responsible for his own taxes, BIR filings, and any required business permits.
13. Governing Law and Venue. This Agreement shall be governed by and construed in accordance with the laws of the Republic of the Philippines. Any legal action arising out of or related to this Agreement shall be instituted exclusively in the proper courts of the City of General Trias, Province of Cavite. Before initiating any legal action, the Parties agree to attempt good-faith resolution through direct discussion for a period of fifteen (15) days.
14. Notices. All notices shall be in writing and shall be deemed given on the date received if delivered by hand or recognized courier, or on the date sent by email with confirmation of receipt during normal business hours of the recipient. Notices to Provider: erickjhoncabal@gmail.com. Notices to Client: .
15. Entire Agreement. This Agreement, together with any executed SOWs and any incorporated NDA, constitutes the entire agreement of the Parties on the subject matter and supersedes all prior and contemporaneous understandings. It may only be amended in a writing signed by both Parties.
16. Severability and Counterparts. If any provision is held unenforceable, the remaining provisions remain in effect. This Agreement may be executed in counterparts (including by email or electronic signature), each of which shall be deemed an original, and all of which together constitute the same Agreement.

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