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Master Consulting Services Agreement

Kelvin Ren — Technical Advisory

Parties

This Master Consulting Services Agreement ("Agreement") is entered into as of the date of acceptance (the "Effective Date"), by and between:

  • Client: The party accepting this agreement ("Client")
  • Consultant: Chuan Ren, an independent contractor, with a mailing address at Los Altos, CA 94024 ("Consultant")

1. Scope of Services

1.1 Services

Consultant shall provide technical advisory, system architecture, and AI strategy consulting services as described in one or more Statements of Work (each, a "SOW") executed by both parties (the "Services").

1.2 Limitation of Scope

Client acknowledges that Consultant's role is strictly advisory. Unless explicitly stated in a SOW, Consultant shall not be responsible for:

  • Writing production code
  • Executing day-to-day development tasks
  • Providing emergency or "on-call" technical support, incident response, bug fixes, or operational coverage

2. Compensation and Payment

2.1 Fees

Client agrees to pay Consultant the fees set forth in the applicable SOW.

2.2 Payment Terms

Unless otherwise specified in the SOW:

  • Invoices are due upon receipt.
  • Consultant may suspend Services if payment is not received within seven (7) days of the invoice date.

3. Independent Contractor

Consultant is an independent contractor. Nothing in this Agreement shall be construed to create a partnership, joint venture, employer-employee, or agency relationship between the parties.

4. Intellectual Property and Independent Development

4.1 Deliverables

Upon full payment of the applicable fees, Client shall own the rights to the specific custom reports, summaries, or architectural diagrams (the "Deliverables") created explicitly for Client under a SOW.

4.2 Background IP

Consultant retains all rights, title, and interest in any frameworks, tools, methodologies, code snippets, and know-how developed prior to or independently of this Agreement ("Background IP").

4.3 Independent Development

Client acknowledges that Consultant develops products and systems (including AI agent systems) for other entities. Nothing in this Agreement (or any NDA between the parties) shall be construed to restrict Consultant from independently developing, building, advising on, or operating any products, software, or services, provided that Consultant does not use or disclose Client's Confidential Information in such development.

5. Confidentiality

Each party (the "Receiving Party") agrees to protect the proprietary and confidential information of the other party (the "Disclosing Party") ("Confidential Information"). The Receiving Party shall not disclose the Disclosing Party's Confidential Information to any third party or use it for any purpose other than performing its obligations under this Agreement.

6. Limitation of Liability

6.1 "As-Is" Services

All consulting advice is provided "AS IS". Given the complex and evolving nature of software architecture and AI technologies, Consultant makes no warranties, express or implied, regarding specific commercial outcomes, performance metrics, or error-free operation.

6.2 Cap on Liability

In no event shall Consultant's aggregate liability arising out of or related to this Agreement exceed the total fees paid by Client to Consultant in the three (3) months preceding the event giving rise to the claim.

7. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of California.

8. Term and Termination

8.1 Term

This Agreement begins on the Effective Date and continues until terminated in accordance with this Section 8.

8.2 Termination for Convenience

Either party may terminate this Agreement or any SOW for any reason upon fourteen (14) days prior written notice to the other party.

8.3 Termination for Cause

Either party may terminate this Agreement or any SOW immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within ten (10) days after receiving written notice of the breach.

8.4 Effect of Termination

Upon termination:

  • Client shall pay Consultant for all Services performed and expenses approved (if any) through the effective date of termination.
  • Sections intended to survive (including Confidentiality, Intellectual Property and Independent Development, Limitation of Liability, and Governing Law) shall survive.

9. Expenses

  • Consultant shall bear all expenses incurred in performing the Services.
  • No expenses are reimbursable unless expressly set forth in a SOW.

10. Order of Precedence

  • Each SOW is incorporated into and governed by this Agreement.
  • If there is a conflict between this Agreement and a SOW, the SOW controls only for that SOW and only to the extent of the conflict; all other terms of this Agreement remain in effect.

By completing payment through Stripe, Client agrees to all terms of this Master Consulting Services Agreement and the applicable Statement of Work.