MSA for projects

Master Services Agreement

This Master Services Agreement (this “Agreement”) is by and between Graybill Creative, LLC, an Oklahoma limited liability company, with offices located at 2070 CR 1237 in Tuttle, Oklahoma (“Graybill”) and , a , with offices located at (“Customer”).

Effective Date: May 19, 2025

WHEREAS Graybill provides website design and development and related services the Terms and Conditions (the “Terms”); and

WHEREAS Customer desires to retain Graybill to provide the said services;

NOW, THEREFORE, Graybill and Customer agree as follows:

Services. Graybill shall provide to Customer the services (the “Services”) set out in one or more statements of work to be individually agreed by Customer and Graybill (each, a “Statement of Work” or “SOW”), subject to the Terms attached as Exhibit A and any additional documents referenced therein. Statements of Work shall be deemed issued and accepted only if signed by Graybill and the Customer.
Term. This Agreement shall commence as of the Effective Date and shall continue thereafter until the completion of the Services under all Statements of Work unless sooner terminated pursuant to Section 1 or Section 7.2 of the Terms. UNLESS EXPRESSLY IDENTIFIED IN THE SOW, THE SERVICES SHALL NOT HAVE A SPECIFIED COMPLETION DATE.
Fees and Expenses. Customer shall pay the fees and reimburse any agreed expenses set out in the applicable SOW.
Notices. All notices, requests, consents, claims, demands, waivers, and other communications under this Agreement (each, a “Notice”) must be in writing and addressed to the other party at its email set forth below. Either party may change its Notice email by giving notice of the change at least 10 business days before the effective change.

Legal and Regulatory Compliance. Graybill does NOT warrant or represent that its Services will meet compliance requirements for any technical standard (e.g., WCAG, ISO 9241-171), state or federal regulation (e.g., 16 CFR Part 312, 36 CFR Part 1194), or statute (e.g., HIPAA, FERPA, DMCA, CCPA, GDPR) unless expressly identified in the applicable SOW.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the Effective Date by their respective duly authorized officers.

May 19, 2025

EXHIBIT A

TERMS AND CONDITIONS

Customer Obligations. Customer shall:
- Cooperate with Graybill in its performance of the Services and provide approvals, information, and access to personnel and equipment necessary for Graybill to provide the Services.
- Take all steps necessary to prevent Customer-caused delays. Graybill may deprioritize work on the Services in response to Customer-caused delays of more than five (5) business days. Graybill may suspend work on the Services in response to Customer-caused delays of forty-five (45) days. ONCE WORK IS SUSPENDED, CUSTOMER MUST PROVIDE THE REQUIRED ACCESS, ITEMS, OR INFORMATION AND TO PAY CUSTOMER’S BALANCE IN FULL BEFORE GRAYBILL PERFORMS ADDITIONAL WORK UNDER THIS AGREEMENT. Graybill may terminate this Agreement under section 2 in response to a Customer-caused delay of 90 days.
- Assume sole responsibility and liability for: (a) The accuracy of materials provided to Graybill; (b) Ensuring that customer materials do not infringe or violate any right of any third party; (c) Determining obligations for legal requirements (e.g., website privacy policies or terms and conditions); (d) Maintaining Customer’s computers; and (e) All uses of the Services and Deliverables resulting from access provided by Customer, directly or indirectly, to employees, contractors, or other third parties.
- NOT, during Graybill’s performance of any SOW and for twelve (12) months after, directly or indirectly recruit or solicit for employment or engagement as an independent contractor any person employed or engaged by Graybill.
Fees and Expenses.
- Customer shall be responsible for all sales, use and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any federal, state or local governmental entity on any amounts payable by Customer.
- All late payments for undisputed invoices shall bear interest at the rate of 5% per month. Customer shall also reimburse Graybill for all reasonable costs incurred in collecting any late payments, including, without limitation, attorneys’ fees.
Limited Warranty and Limitation of Liability; Indemnification.
- Each party warrants it has full power and authority to enter into and perform this agreement.
- With respect to any website to be hosted or maintained by Graybill under the SOW (“the Site”): (a) Customer shall ensure the Materials do not infringe any applicable laws, regulations or third party rights; (b) Graybill shall include only customer-provided or customer-approved materials on the Site, but Graybill shall not be liable for any content placed on the Site by third parties; and (c) Customer shall indemnify Graybill against all damages, losses and expenses arising as a result of any action or claim that customer-provided materials infringe any laws, regulations or third-party rights. Graybill may include the statement “Designed by Graybill Creative” on the home page of the Site in a form to be agreed.
- Any website designed by Graybill will be viewable on modern, commercially available screens for desktops, laptops and mobile devices available as of the completion date. Graybill does not warrant that its designs will be compatible with beta versions of operating systems, web browsers, or hardware; outdated computer systems; or hardware configurations that have been modified or are non-standard.
- Graybill warrants any website it designs will be indexable by search engines. Graybill does NOT warrant a specific ranking or placement on any search engine.
- Graybill warrants that the Site will perform substantially in accordance with specifications in the SOW for a period of 3 months from Acceptance. If the Site does not perform, Graybill shall, for no additional charge, carry out any work necessary to ensure that the Site substantially complies with the specifications of the SOW unless the failure is caused by Customer or Customer-provided materials. If Customer is responsible for failure of the Site, Graybill may offer to repair the Site at an agreed hourly rate.
- In no event shall Graybill or Customer be liable for consequential, indirect, or punitive damages arising out of the Services nor shall either party’s liability, if any, exceed the Fee paid to Graybill for such Services.
- Graybill is not responsible for any electronic communications and/or Customer-provided materials which are delayed, lost, altered, disclosed, intercepted or stored during the transmission of any data whatsoever across networks not owned and/or operated by Graybill, including, but not limited to, the internet and Customer’s local network.
- GRAYBILL DOES NOT WARRANT THAT CUSTOMER’S USE OF THE SERVICES OR THE SITE WILL BE UNINTERRUPTED OR ERROR-FREE; OR THE SERVICES OR THE SITE WILL BE FREE FROM VULNERABILITIES; OR THE SERVICES OR THE SITE WILL COMPLY WITH ANY HEIGHTENED CYBERSECURITY REQUIREMENTS. THIS AGREEMENT SETS OUT THE FULL EXTENT OF GRAYBILL’S OBLIGATIONS AND LIABILITIES IN RESPECT OF THE SUPPLY OF THE SERVICES. ALL CONDITIONS, WARRANTIES OR OTHER TERMS ARE HEREBY EXPRESSLY EXCLUDED.
Acceptance Testing. To facilitate completion of any Site in accordance with the SOW, Graybill shall run Acceptance Tests. The Acceptance Tests shall test the compliance of the Site with the specifications provided in the SOW. If any failure to pass the Acceptance Tests results from a defect which is caused by an act or omission of the Customer, or if Customer uses any part of the Site for any revenue-earning purposes or to provide any services to third parties other than for test purposes, the Site shall be deemed to have passed the Acceptance Tests.
Intellectual Property.
- Customer owns any and all intellectual property rights in work product created by Graybill and delivered to Customer in the course of performing the Services, except for any pre-existing Graybill materials. Customer shall retain any pre-existing ownership of Customer-provided materials. Graybill hereby grants Customer a license to access and use any pre-existing Graybill materials delivered to Customer on a non-exclusive, worldwide, non-transferable, non-sublicensable, fully paid-up, royalty-free and perpetual basis to the extent necessary to enable Customer to make reasonable use of the Deliverables and the Services.
- Customer hereby grants to Graybill a non-exclusive, worldwide, royalty-free license to modify, adapt, translate, exhibit, publish, transmit, participate in the transfer of, reproduce, distribute, and otherwise use Customer-provided materials (i) as reasonably necessary to render the Services to Customer under this Agreement, and (ii) for use in Graybill’s promotional materials.
- Graybill shall retain all intellectual property rights in pre-existing Graybill materials and in any materials that are created by Graybill but not delivered to Customer.
Confidentiality. “Confidential Information” shall mean all non-public information provide by one party to the other which is either identified as confidential at the time of disclosure or disclosed under circumstances that would cause a reasonable person to conclude that the information is confidential. Each party shall protect the other party’s Confidential Information from unauthorized disclosure, using at least the same degree of care that it uses to protect its own Confidential Information, but not less than reasonable care. Each party shall not, except as required by law, disclose the other party’s Confidential Information without the prior written consent of such other party. This Agreement shall be considered Confidential Information of both parties.
Termination and Survival.
- Either party may terminate this Agreement without cause upon fifteen (15) days’ written notice.
- Either party may terminate this Agreement, or any pending SOW, effective upon written notice to the other party if the defaulting party: (a) Materially breaches this Agreement, and such material breach is incapable of cure; (b) Becomes insolvent or admits its inability to pay its debts generally as they become due, is dissolved, liquidated, has its assets and responsibilities reassigned; or (c) if applicable, fails to receive an appropriation of funds from its governing body.
- The rights and obligations of the parties set forth in Sections 5 and 6, and any right or obligation of the parties in this Agreement which, by its nature, should survive termination or expiration of this Agreement, will survive any such termination or expiration of this Agreement.
- In the event of termination for any reason: (a) Customer is responsible for the full amount of payments for Services provided and products ordered under any SOW issued under the Agreement, due ten (10) days after termination; and (b) Upon Customer’s request, Graybill shall return all Customer-provided materials to Customer, and shall provide to Customer an electronic copy of the Site (including all content on the Site). If applicable, Graybill shall provide such assistance as is reasonably requested by Customer in transferring the hosting of the Site to the Customer or another service provider, subject to the payment of Graybill’s expenses reasonably incurred.
Entire Agreement. This Agreement, including and together with any related Statements of Work, exhibits, schedules, attachments, and appendices, constitutes the sole and entire agreement of the parties with respect to the subject matter contained herein. The parties acknowledge and agree that if there is any conflict between the terms and conditions of this Agreement and any SOW, the SOW shall supersede and control. The parties may change the scope of the Services by executing an additional SOW.
Assignment. Neither party shall assign, transfer, delegate or subcontract any of its rights or delegate any of its obligations under this Agreement without the prior written consent of the other party.
Relationship of the Parties. The relationship between the parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.
Choice of Law. This Agreement and all related documents including all exhibits attached hereto, and all matters arising out of or relating to this Agreement, whether sounding in contract, tort, or statute are governed by, and construed in accordance with, the laws of the State of Oklahoma.
Dispute Resolution; Arbitration Disclosure. Any controversy or claim arising out of or relating to this contract, or the breach thereof, whether arising in contract, tort, statute, common law or equity, or otherwise, and any and all services or products provided by Graybill, shall be settled by arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.

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Signed by Sara Graybill
Signed On: March 2, 2025

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March 2, 2025 9:01 pm CDT

MSA for projects Uploaded by Sara Graybill - sara@graybillcreative.com IP 136.228.119.26