Master Services Agreement (Template)

Effective: 2026-04-30

This Master Services Agreement ("MSA") supplements the Terms of Service for ongoing manufacturing engagements. The MSA is finalized and counter-signed per engagement; this in-app version describes the standard structure so you know what to expect when you sign up.

1. Statements of work

Each engagement is documented in a written statement of work or accepted purchase order ("SOW") referencing this MSA. The SOW governs scope, deliverables, milestones, prices, and timelines. In any conflict, the SOW controls for that engagement.

2. Pricing and payment terms

Standard payment terms are NET 30 from invoice date. Other terms (DUE_ON_RECEIPT, NET 15, NET 60) require credit approval. We may require a deposit on tooling or long-lead-time materials. Past-due balances accrue interest at 1.5% per month or the maximum permitted by law.

3. Quality, inspection, and acceptance

Parts ship with a Certificate of Conformance and any agreed inspection records (FAI per AS9102, PPAP, CMM, material certs). You have ten (10) business days from receipt to inspect and notify us in writing of any non-conforming goods; failure to do so constitutes acceptance. Our remedy for non-conformance is, at our option, repair, replace, or refund the affected portion of the order.

4. Tooling and fixtures

Customer-furnished tooling remains your property; shared tooling is per the SOW. EmoryMfg-furnished tooling, dies, jigs, fixtures, and programs remain our property unless explicitly transferred.

5. IP and license

You retain all Customer IP. You grant EmoryMfg a non-exclusive, royalty-free, sublicensable license to use it solely for performance of the SOW. EmoryMfg retains all rights in our Services, software, automation systems, manufacturing know-how, and any improvements developed in connection with our work.

6. Confidentiality

Each party will protect the other's Confidential Information with the same care it uses for its own (no less than reasonable). Use limited to performance under the SOW. Survives termination for five (5) years; trade secrets indefinitely.

7. Warranty

For thirty (30) days after delivery, manufactured parts will materially conform to the drawing in effect at start of production and to applicable inspection criteria. Sole remedy: repair, replace, or refund.

8. Indemnity

Each party will defend the other against third-party claims arising from its breach of confidentiality, gross negligence, or willful misconduct. You will additionally indemnify us against IP claims based on Customer IP.

9. Insurance

EmoryMfg carries commercial general liability ($2M/$4M), product liability, workers' compensation as required by law, and umbrella coverage. Certificates available on request.

10. Term and termination

The MSA continues until terminated. Either party may terminate for material breach uncured after 30 days' notice. We may terminate immediately for non-payment or AUP violation.

11. Force majeure

Neither party is liable for delays caused by events beyond reasonable control (natural disaster, war, supply-chain shock, pandemic, government action, cyberattack).

12. Disputes

Governed by Florida law. Disputes resolved per the arbitration / class-waiver provisions of the Terms of Service.

13. Order of precedence

(1) signed SOW; (2) signed MSA; (3) Terms of Service; (4) AUP; (5) Privacy Policy.