Master Services Agreement

1. Scope of Services

nBrain AI LLC ("Service Provider") will design, build, and deploy a custom centralized AI brain platform for Elder Construction ("Client") as described in the accompanying proposal document. The scope includes:

• Discovery, architecture, and access setup
• Data ingestion from all specified sources (30 years of Microsoft file system data, meeting transcripts, emails, documents, proposals, contracts)
• Integration with Client's six existing platforms: Procore, Acumatica, PowerProject, Coessential, Beck Technology, and Paylocity
• Development of master AI brain foundation with vectorized knowledge base
• Development of three core use case modules:
  • Institutional Knowledge Agent (digital twin and succession planning)
  • Unified Dashboard Agent (cross-platform business intelligence)
  • Post-Meeting Intelligence Agent (transcription, action items, follow-up)
• Future modules available for deployment in subsequent engagements:
  • Work Acquisition Application (custom CRM replacement aligned to Elder's process)
  • Performance Management Platform (AI-driven review system replacing Paylocity module)
  • Digital Roles: General Counsel & Risk Manager (contract and insurance review agents)
  • Construction Automation & Drawing Intelligence (quantity takeoffs, drawing analysis)
• Multi-user permissioning framework implementation
• Web dashboard, chat interface, and multi-channel access (email, Slack, SMS)
• User testing, training, and launch support
• Documentation and knowledge transfer
• Ongoing maintenance and support as outlined (optional after Month 4)

Any work not explicitly described in the proposal or this agreement will require a separate written agreement or change order with pricing and timeline to be mutually agreed upon.

1A. Technical Architecture, Framework, and Platform Extensibility

This section provides technical details regarding the AI platform architecture, frameworks used, and Client's ability to modify and extend the platform.

AI Orchestration Framework:

The platform will be built on a custom AI orchestration framework using the following technologies:

• LangGraph/LangChain: Industry-standard open-source agent workflow engine for building, coordinating, and executing multi-step AI agents
• Node.js/Express: Backend runtime providing the API layer, agent execution environment, and orchestration logic
• PostgreSQL: Structured memory for agent state management, session persistence, and relational data storage
• Pinecone: Vector database for semantic memory, embedding storage, and similarity search across documents and transcripts
• Multi-Modal AI Integration: Dynamic routing between Claude Opus 4, GPT-5, and Gemini 3 based on task optimization
• RAG Technology: Retrieval-Augmented Generation ensuring AI cannot hallucinate and only draws from verified Elder Construction knowledge
• MCP Protocol: Model Context Protocol for seamless integration with all existing platforms and future tools

This technology stack provides Client with full ownership and control while leveraging proven, actively maintained open-source frameworks that ensure long-term viability and community support.

True AI Platform Components:

Service Provider will deliver a true AI platform (not one-off scripts) with all components of an enterprise-grade agentic system:

• Agent Runtime: Orchestration engine managing agent lifecycle (creation, execution, termination, error handling), execution environment with resource controls, async task queue for long-running workflows, and real-time monitoring/logging
• Agent Registry: Dynamic registry where all agents are registered, versioned, and managed; agents can be added, modified, enabled/disabled, and deleted through web UI or API; each agent has a configuration profile including name, description, system prompt, tools, memory access, and permissions
• Multi-Tier Memory Layer: Session memory (short-term, PostgreSQL), long-term memory (vector embeddings, Pinecone), structured memory (relational, PostgreSQL), and shared memory pool accessible to all agents with appropriate permissions
• Tool/Plugin System: Modular tools library that agents can access (database queries, API calls, document processing, email sending, construction estimating, RS Means integration); new tools can be added by registering functions in the tools registry
• Scheduling & Automation: Cron-based scheduler for recurring workflows, event-driven triggers, conditional workflows, and agent chaining capabilities

Client's Ability to Add or Modify Agents:

Client will have full ability to add, modify, and extend agents through multiple methods:

• Web-Based Agent Configuration (No Coding Required): Admin dashboard with visual agent builder interface; create/modify agents by filling forms (agent name, description, system prompt, tool access, memory scope, permissions); enable/disable agents with toggle switches; test agents in sandbox before production deployment
• Direct Codebase Access (Full Control): Complete access to GitHub repository with full codebase; build custom agents by creating new agent classes; add new tools by writing functions and registering them; modify orchestration logic, memory structures, or routing behavior; deploy through standard CI/CD pipeline
• API-Based Agent Management (Programmatic Control): RESTful API endpoints for creating, updating, and deleting agents programmatically; useful for bulk agent creation or integration with external systems

Training and Documentation:

Service Provider will provide comprehensive training and documentation to enable Client to extend the platform:

• Step-by-step documentation on creating and modifying agents
• Video walkthroughs of the agent builder interface
• Code examples and templates for common agent types
• Live training session with Client's team on platform extensibility
• Ongoing support during optional maintenance phase to assist with custom agent development

Open-Source Code Ownership:

Client will own the entire platform built with open-source tools:

• All custom code resides in Client's private GitHub repository from day one
• Licensed to Client with full rights to modify, extend, and distribute
• No proprietary lock-in—all components use standard, well-documented frameworks
• Client may hire other developers to work on the platform without Service Provider involvement
• Client may take the platform fully in-house at any time by removing Service Provider access
• Built on technologies with large developer communities ensuring long-term support and talent availability

2. Fees and Payment

Initial Build Phase (4 Months):

• Total Investment: $50,000 ($12,500 per month for four months)
• Payment Schedule:
  • Month 1: $12,500 due upon signed agreement to initiate project
  • Month 2: $12,500 due on the 1st of the second month
  • Month 3: $12,500 due on the 1st of the third month
  • Month 4: $12,500 due on the 1st of the fourth month

Post-Build Services (Month 5+):

Upon completion of the initial 4-month build phase, no additional fees are automatically incurred. Any future services — including but not limited to new module development, ongoing maintenance and optimization, additional integrations, or expanded agent capabilities — require a signed Addendum to this agreement specifying the scope, deliverables, timeline, and fees before any additional billing begins.

Examples of services available via Addendum:

• Additional module development ($5,000–$15,000 per module, depending on complexity)
• Ongoing maintenance and optimization ($3,000–$5,000 per month)
• Platform updates, AI model optimization, and continuous training
• New integrations, agent development, and performance optimization
• Priority support and monthly strategy sessions

Payment Terms:

• All invoices are Due Upon Receipt
• Payment methods: Bank transfer, check, or credit card (3% processing fee applies to credit card payments)
• Late payments may result in work being paused at Service Provider's discretion
• A late fee of 1.5% per month may be applied to overdue balances

Infrastructure and API Costs:

• Client is responsible for all third-party infrastructure and API costs including cloud hosting (AWS/Render), databases (PostgreSQL, Pinecone), LLM API usage (GPT, Claude, Gemini), and communication APIs
• Estimated range: $300-$1,000 per month (typically $400-$600/month for moderate usage)
• These costs are paid directly by Client to service providers and are not included in Service Provider fees
• Client will set up and manage accounts in Client's name to maintain full ownership and control

3. Implementation Timeline

Service Provider will deliver the platform in accordance with the following 16-week phased deployment schedule:

• Phase 1 (Weeks 1–4): Foundation & Discovery — AI Brain Foundation operational, legacy data ingestion, platform integrations (all 6 systems), user permissioning
• Phase 2 (Weeks 5–8): Institutional Knowledge Agent — Digital twin and succession planning system deployed
• Phase 3 (Weeks 9–11): Unified Dashboard Agent — Cross-platform business intelligence system deployed
• Phase 4 (Weeks 12–14): Post-Meeting Intelligence Agent — Meeting transcription, action item extraction, and follow-up automation deployed
• Phase 5 (Weeks 15–16): Optimization, Training & Launch — Refinement, team training (75 employees), documentation, handoff

Specific deliverables and activities for each phase are detailed in the accompanying proposal document. Timeline may be adjusted by mutual written agreement to accommodate Client's business needs or technical dependencies.

Future Modules: Additional modules (Work Acquisition Application, Performance Management Platform, Digital Roles: General Counsel & Risk Manager, Construction Automation & Drawing Intelligence) are available for deployment in future engagements. Because the AI Brain Foundation will already be operational, these future modules can typically be deployed in 4–6 weeks each through separate agreements.

4. Change Requests and Additional Work

If Client requests changes or additions that materially increase scope beyond what is outlined in the proposal (such as adding additional construction companies to the portfolio, implementing major new modules not originally planned, or integrating with systems not specified in the original scope), Service Provider will provide a written estimate including pricing and timeline impact for Client approval before proceeding.

Minor refinements and adjustments within the spirit of the original scope will be accommodated as part of normal project execution. Approved change requests will be documented in writing and billed separately or added to the project total as mutually agreed.

5. Term and Termination

• Agreement Term: This agreement has an initial term of one (1) year, commencing upon signature by both parties and receipt of first payment. The agreement automatically renews on a month-to-month basis after the initial one-year term unless terminated by either party.
• Initial Build Phase: The first 4 months of the agreement term constitute the initial build phase, during which the AI Brain Foundation and three core modules will be developed and deployed as described in this agreement.
• Post-Build Phase (Month 5+): After the initial 4-month build phase, this agreement remains in effect but no additional fees are incurred unless a signed Addendum is executed specifying new services, deliverables, and associated fees. This structure allows both parties to continue the working relationship — including future module development, ongoing maintenance, or expanded capabilities — without requiring a new master agreement.
• Termination: Either party may terminate this agreement at any time with 30 days' written notice to the other party.
• Termination for Cause: Either party may terminate this agreement immediately if the other party materially breaches its obligations and fails to cure the breach within 14 days of receiving written notice.
• Early Termination of Build Phase: In the event Client terminates during the 4-month build phase without cause, Client will pay for all work completed to date, calculated on a prorated basis relative to deliverables completed. Service Provider will provide a detailed accounting of work completed.
• Effect of Termination: Upon termination, Client retains ownership of all work completed and paid for up to the date of termination. Service Provider will deliver all completed deliverables, code, documentation, and data to Client in a usable format within 14 days of termination.

6. Intellectual Property

Work Product Ownership:

All custom code, configurations, documentation, training materials, and other work product created specifically for Client under this agreement ("Work Product") will be owned exclusively by Client upon full payment of all fees. Service Provider hereby assigns to Client all right, title, and interest in and to the Work Product, including all intellectual property rights therein.

Pre-Existing Materials:

Service Provider retains ownership of all pre-existing intellectual property, tools, frameworks, methodologies, code libraries, templates, and other materials that existed prior to this agreement or that are developed independently of this project ("Pre-Existing Materials"). Service Provider grants Client a perpetual, irrevocable, worldwide, royalty-free license to use, modify, and distribute the Pre-Existing Materials as incorporated into the Work Product.

Open-Source Components:

The platform will incorporate certain open-source software components (such as LangChain, Next.js, Node.js, PostgreSQL client libraries, and related frameworks) that are subject to their respective open-source licenses. Client agrees to comply with all applicable open-source licenses. Service Provider will provide documentation identifying all open-source components and their licenses.

Client Data and Content:

Client retains all ownership rights to Client's data, content, business information, and materials provided to Service Provider. Service Provider will use Client data only as necessary to perform the services under this agreement and will not use Client data for any other purpose without Client's prior written consent.

Repository Access and Code Delivery:

All custom code will be developed in a private GitHub repository to which Client will have full access from the beginning of the project. Upon project completion or termination, Service Provider will transfer full ownership and administrative control of the repository to Client.

7. Confidentiality

Each party ("Receiving Party") agrees to hold in strict confidence all confidential information disclosed by the other party ("Disclosing Party") including but not limited to business plans, financial information, technical data, customer lists, project details, pricing information, and proprietary methodologies ("Confidential Information").

The Receiving Party agrees to: (a) use Confidential Information only for purposes of performing this agreement; (b) restrict disclosure to employees, contractors, and advisors who have a need to know and who are bound by confidentiality obligations at least as protective as this agreement; (c) protect Confidential Information using at least the same degree of care used to protect its own confidential information, but in no case less than reasonable care; and (d) not disclose Confidential Information to third parties without prior written consent.

Confidential Information does not include information that: (a) is or becomes publicly available through no breach of this agreement; (b) was rightfully known to the Receiving Party prior to disclosure; (c) is independently developed by the Receiving Party without use of the Confidential Information; or (d) is rightfully obtained from a third party without breach of confidentiality obligations.

These confidentiality obligations survive termination of this agreement and continue for a period of five (5) years from the date of disclosure.

8. Data Security and Privacy

Security Measures:

Service Provider will implement and maintain reasonable administrative, physical, and technical safeguards to protect Client data from unauthorized access, use, or disclosure. Such measures include but are not limited to:

• Encryption of data in transit and at rest using industry-standard protocols
• Access controls and authentication mechanisms
• Regular security updates and patches to platform components
• Secure development practices and code review processes
• Monitoring and logging of system access

Zero AI Training Clause:

Client data will NEVER be used to train OpenAI, Anthropic, Google, or any other public AI models. Service Provider maintains enterprise agreements ensuring client data is processed but not stored by AI providers. Elder Construction's knowledge base is completely separate from other clients and cannot be accessed by external parties.

Data Processing:

Service Provider will process Client data only as necessary to provide the services under this agreement and in accordance with Client's lawful instructions. Service Provider will not sell, license, or otherwise commercialize Client data.

Data Breach Notification:

In the event of any unauthorized access to or disclosure of Client data, Service Provider will notify Client promptly (within 48 hours of discovery) and will cooperate with Client to investigate the incident, mitigate harm, and prevent recurrence.

Data Retention and Deletion:

Upon termination of this agreement or upon Client's written request, Service Provider will securely delete or return all Client data in Service Provider's possession within 30 days, except as required to be retained by law. Service Provider will provide written certification of deletion upon request.

Compliance with Privacy Laws:

Service Provider will comply with all applicable data protection and privacy laws and regulations. Client is responsible for ensuring that its collection, use, and provision of data to Service Provider complies with all applicable laws, including obtaining necessary consents and providing required notices to data subjects.

9. Warranties and Limitations

Service Provider Warranties:

Service Provider warrants that: (a) the services will be performed in a professional and workmanlike manner consistent with industry standards; (b) Service Provider has the necessary rights, expertise, and resources to perform the services; (c) the Work Product will not, to the best of Service Provider's knowledge, infringe any third-party intellectual property rights; and (d) Service Provider will comply with all applicable laws in performing the services.

Client Warranties:

Client warrants that: (a) Client has the necessary rights to provide all data, content, and materials to Service Provider; (b) Client's data and use of the platform will not violate any applicable laws or third-party rights; and (c) Client has obtained all necessary consents and permissions for the collection and use of data in the platform.

Performance Goals (Not Guarantees):

Service Provider will use commercially reasonable efforts to achieve the outcomes described in the proposal, including but not limited to:

• Preserving institutional knowledge through digital twin capabilities
• Providing unified business intelligence across all six platforms
• Ensuring no action items or decisions are lost through post-meeting intelligence
• Enabling natural language access to data across Procore, Acumatica, and all integrated systems

These are performance goals based on reasonable estimates and past experience with similar projects. Actual results may vary based on factors including data quality, user adoption, integration complexity, and external market conditions.

Limitations and Disclaimers:

• Best Efforts: Service Provider will use commercially reasonable efforts to build and deploy the platform as described, but acknowledges that AI development involves inherent uncertainties and complexities that may require iterative refinement throughout platform development.
• No Outcome Guarantees: Service Provider does not guarantee specific business outcomes such as exact time saved, revenue generated, or cost reductions. AI systems are probabilistic by nature and may occasionally produce unexpected or inaccurate outputs.
• AI Model Limitations: Client acknowledges that large language models and AI systems may occasionally produce inaccurate, incomplete, or unexpected responses. Service Provider will work diligently to minimize such occurrences through RAG technology, validation, and ongoing refinement, but cannot guarantee 100% accuracy at all times.
• Third-Party Services: Service Provider is not responsible for the availability, performance, or changes in pricing of third-party services (LLM APIs, cloud hosting, databases, etc.). Service Provider will make reasonable efforts to adapt to changes in third-party services.
• Disclaimer of Warranties: EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, THE SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, TO THE FULLEST EXTENT PERMITTED BY LAW.

10. Limitation of Liability

To the maximum extent permitted by applicable law:

• Aggregate Liability Cap: Each party's total aggregate liability arising out of or relating to this agreement, whether in contract, tort, or any other legal theory, will be limited to the total fees paid or payable by Client to Service Provider in the twelve (12) months preceding the event giving rise to the liability claim.
• Exclusion of Consequential Damages: IN NO EVENT WILL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES (INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF DATA, BUSINESS INTERRUPTION, LOSS OF BUSINESS OPPORTUNITIES, OR COST OF SUBSTITUTE SERVICES) ARISING FROM OR RELATING TO THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
• Exceptions: The limitations in this section do not apply to: (a) either party's indemnification obligations; (b) either party's gross negligence or willful misconduct; (c) either party's breach of confidentiality obligations; or (d) liability that cannot be limited by applicable law.

11. Indemnification

• By Service Provider: Service Provider will indemnify, defend, and hold harmless Client from third-party claims alleging that the custom code developed by Service Provider under this agreement infringes a third party's intellectual property rights, provided that Client promptly notifies Service Provider of the claim and gives Service Provider control of the defense and settlement.
• By Client: Client will indemnify, defend, and hold harmless Service Provider from third-party claims arising from: (a) Client's data or content; (b) Client's use of the platform in violation of applicable laws or regulations; or (c) Client's breach of this agreement, provided that Service Provider promptly notifies Client of the claim and gives Client control of the defense and settlement.

12. Infrastructure and Third-Party Services

Client acknowledges and agrees that:

• The platform relies on third-party infrastructure and services including but not limited to cloud hosting providers (AWS, Render), database services (PostgreSQL, Pinecone), LLM APIs (OpenAI, Anthropic, Google), and communication APIs
• These third-party services are subject to their own terms of service, availability guarantees, pricing changes, and technical limitations beyond Service Provider's control
• Service Provider will make reasonable efforts to: (a) select reliable third-party providers; (b) notify Client promptly of material changes to third-party services; (c) recommend alternatives if third-party services become unavailable or unsuitable; and (d) assist with migration to alternative services if needed
• Client is responsible for maintaining accounts with third-party providers and paying those providers directly
• Service Provider is not liable for issues caused by third-party service outages, price changes, or technical limitations

13. Independent Contractor Relationship

Service Provider is an independent contractor and not an employee, partner, or joint venturer of Client. Service Provider has no authority to bind Client or make commitments on Client's behalf. Each party is responsible for its own taxes, insurance, and benefits for its respective personnel.

14. Assignment

Neither party may assign this agreement or any rights or obligations hereunder without the prior written consent of the other party, except that either party may assign this agreement to a successor in connection with a merger, acquisition, or sale of substantially all of its assets, provided that the assignee agrees in writing to be bound by the terms of this agreement.

15. Force Majeure

Neither party will be liable for any failure or delay in performance due to causes beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, labor disputes, governmental actions, epidemics, pandemics, or failures of third-party services or infrastructure. The affected party will notify the other party promptly and use reasonable efforts to resume performance.

16. Dispute Resolution

• Good Faith Negotiations: In the event of any dispute arising from this agreement, the parties agree to first attempt to resolve the dispute through good faith negotiations between senior executives of each party.
• Mediation: If negotiations do not resolve the dispute within 30 days, the parties agree to attempt mediation with a mutually agreed-upon mediator before pursuing litigation.
• Litigation: If mediation fails, either party may pursue litigation. Each party agrees that any litigation will be brought exclusively in the state or federal courts located in San Diego County, California, and each party consents to the exclusive jurisdiction and venue of such courts.
• Attorney's Fees: The prevailing party in any litigation will be entitled to recover its reasonable attorney's fees and costs.

17. General Provisions

• Entire Agreement: This agreement, together with the accompanying proposal document, constitutes the entire agreement between the parties regarding the subject matter hereof and supersedes all prior or contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written.
• Amendments: Any amendments or modifications to this agreement must be in writing and signed by authorized representatives of both parties.
• Waiver: The failure of either party to enforce any provision of this agreement will not constitute a waiver of that provision or any other provision.
• Severability: If any provision of this agreement is found to be invalid or unenforceable, the remaining provisions will remain in full force and effect, and the invalid or unenforceable provision will be reformed to the extent necessary to make it enforceable while preserving the parties' intent.
• Governing Law: This agreement is governed by the laws of the State of California, without regard to its conflict of laws principles.
• Counterparts: This agreement may be executed in counterparts, each of which will be deemed an original and all of which together will constitute one and the same instrument. Electronic signatures will be deemed valid and binding.
• Notices: All notices under this agreement must be in writing and will be deemed given when delivered by email (with confirmation of receipt) or three days after being sent by certified mail to the addresses set forth at the beginning of this agreement or such other addresses as either party may designate in writing.
• Survival: Sections 6 (Intellectual Property), 7 (Confidentiality), 8 (Data Security and Privacy), 9 (Warranties and Limitations), 10 (Limitation of Liability), 11 (Indemnification), 16 (Dispute Resolution), and 17 (General Provisions) survive termination of this agreement.