Master Services Agreement (MSA) + Statement of Work (SOW) — Summary

1) Agreement structure

2) Scope & deliverables

Each SOW defines what is in scope, assumptions, dependencies, and out-of-scope items. Deliverables typically include implementation work (configuration, code, pages), documentation, and handoff/training.

We focus on clear scope and deliverables. We do not guarantee specific business outcomes (such as leads or revenue).

3) Change requests

Material changes are captured in a written change request (CR) that includes revised effort, pricing, and dates. Minor clarifications that do not impact schedule or fees may be documented in delivery notes.

4) Timeline, dependencies & delays

• We provide a milestone plan (for example: Discovery → Build → Review/UAT → Launch).
• Client responsibilities (content, access, approvals) are listed in the SOW.
• Delays in client inputs may shift dates; reserved resource time may be re-scheduled per the SOW.

5) Fees & payment (high-level)

• Pricing model is defined in the SOW (fixed scope, time & materials, or retainer).
• Payment schedule is defined in the SOW (deposit/milestones/monthly).
• Third-party services or licenses (if any) are pre-approved and billed at cost or paid directly by the client.
• Late or unpaid invoices may result in a pause of work until accounts are brought current.

See also: your Billing & Payments terms (if published) and the signed SOW.

6) Acceptance criteria

Deliverables are reviewed against the acceptance criteria listed in the SOW. The SOW typically includes a review/UAT window for reporting issues with reasonable detail. Acceptance may occur upon written sign-off or use in production, as specified in the SOW.

7) IP ownership & licensing (summary)

• Client deliverables: upon full payment, the client typically owns the final deliverables created for the project, subject to the SOW.
• Pre-existing materials: KavaCore retains rights to pre-existing tools, templates, and know-how; we grant a license needed to use deliverables.
• Open source: open-source components remain governed by their licenses; attribution is provided where required.

8) Confidentiality

Both parties protect Confidential Information using reasonable safeguards and use it only for the engagement. Return/destruction terms and permitted archival copies are defined in the signed MSA/SOW.

9) Data protection (DPA)

If KavaCore processes personal information on the client’s behalf, a Data Processing Addendum (DPA) may apply. See our public summary: /legal/dpa.

We avoid sensitive data by default unless it is explicitly required, documented, and processed under a lawful basis.

10) Warranties, support & maintenance

• Workmanship: for a limited period (as stated in the SOW), we address issues where deliverables do not materially conform to acceptance criteria.
• Support: optional support/maintenance is defined in the SOW (coverage, response targets, exclusions).
• High-risk use: safety-critical or regulated uses require written approval and may be outside scope.

11) Publicity & portfolio

If permitted by the SOW, we may reference a client name and high-level, non-confidential work in our portfolio. Clients can opt out by written notice or by marking a project as confidential in the SOW.

12) Term, suspension & termination

• The MSA term is typically ongoing; each SOW has its own term and completion conditions.
• Either party may terminate for material breach after any contractual cure period.
• Non-payment or policy violations may result in suspension consistent with the signed agreement.

13) Limitation of liability (summary)

To the maximum extent permitted by law, parties typically exclude indirect, incidental, special, consequential, exemplary, or punitive damages. Liability caps and any exceptions are defined in the signed MSA/SOW.

This section is a high-level summary only; your signed agreement controls the exact terms and limits.

14) Governing law

The governing law and venue are defined in the signed MSA. Where not otherwise stated, we typically use the laws of the State of Illinois, USA, without regard to conflict-of-law rules.

15) Order of precedence

If there is a conflict between documents, the signed SOW generally controls over the signed MSA, and both control over this public summary.

16) SOW template (example)

This is an example outline for clarity. Your actual SOW will be delivered as a signed PDF with specific scope, deliverables, and dates.

STATEMENT OF WORK (Example Outline)

Project: _____________________________________________
Client: ______________________________________________
Date: ________________________________________________

1. Scope & Goals
   - Business objectives (deliverable-focused; no guarantees)
   - In scope: features, platforms, integrations
   - Out of scope: items excluded

2. Deliverables
   - Pages / configurations / code / documentation / training
   - Environments (dev/stage/prod) if applicable

3. Timeline & Milestones
   - Discovery → Build → Review/UAT → Launch
   - Target dates and dependencies

4. Client Responsibilities
   - Access/credentials, content, approvals, timely feedback

5. Acceptance Criteria
   - Objective criteria per deliverable
   - Review/UAT window and sign-off method

6. Fees & Payment
   - Fixed / Time & Materials / Retainer
   - Deposit and invoice schedule
   - Third-party costs (pre-approved)

7. IP & License
   - Ownership terms and any licenses required

8. Support & Warranty
   - Warranty period (if any) and scope
   - Optional support retainer/SLA

9. Data Protection
   - DPA reference; data types; retention

10. Assumptions & Risks
    - Constraints and responsibilities

11. Change Control
    - CR process and approval steps

Signatures
- Client: ________________________  Date: ___________
- KavaCore: ______________________  Date: ___________

17) Contact & next steps

To request the current MSA and a project-specific SOW draft for review and e-signature:

description Request the MSA & SOW PDF View the DPA Summary

We will provide the current documents and instructions for e-signature.