Master Services Agreement (MSA) for Enterprise Software Engineering.
This Master Services Agreement ("Agreement") governs the technical partnership between DallaSystems ("DallaSystems") and the engaging Client. Our services include Legacy System Modernization (using the Strangler Fig Pattern), AI/ML Architecture, and CTO-level consultancy.
All source code, technical documentation, and architecture diagrams developed specifically for the Client belong exclusively to the Client.
DallaSystems retains ownership of pre-existing frameworks and methodologies (our "Modernization Tooling"). Client is granted a non-exclusive, perpetual, royalty-free license to use such Background IP solely as integrated within the Deliverables.
We build systems designed for zero downtime modernization. However, technical risks associated with 15+ year old monoliths require close collaboration. Both parties agree to act in good faith to resolve technical blockers.
Given our presence in the Energy and Healthcare sectors, confidentiality is paramount. DallaSystems engineers are bound by strict NDAs covering all Client technical logic and business workflows.
This Agreement is anchored in the State of Texas. Any legal proceedings arising from this Agreement shall be conducted exclusively in the state or federal courts located in Dallas County, Texas.