The standing agreement between Ad-Apt Holdings LLC and the client engaging it to design, build, and operate The Repo. The accompanying proposal is the first Statement of Work under these terms; any future work is added by additional Statements of Work that reference this agreement.
This Master Services Agreement (the "Agreement") is entered into between Ad-Apt Holdings LLC, an Oregon limited liability company with its principal place of business at 252 A Avenue, Suite 200, Lake Oswego, OR 97034 ("Ad-Apt"), and the counterparty identified on the signature page ("Client"). Ad-Apt and Client are each a "Party" and collectively the "Parties".
The Agreement governs the overall relationship between the Parties. Specific work is described in one or more Statements of Work ("SOWs") that reference and incorporate this Agreement. The proposal titled "The Repo: The AI Operating System SteinLaw has been running without" (or, where Client is an entity other than SteinLaw, the proposal of equivalent title and scope delivered to Client) is the first SOW under this Agreement ("SOW #1"). In any conflict between this Agreement and an SOW, the SOW controls for the engagement it governs, except for Sections 6 (IP), 7 (Confidentiality), 12 (Indemnification), and 13 (Liability), which control unless an SOW expressly identifies the clause being modified and is signed by both Parties.
Ad-Apt will perform the Services described in each executed SOW. Each SOW specifies the deliverables, timeline, fees, success metrics, acceptance criteria, and any SOW-specific terms. No work is binding until an SOW is signed by both Parties.
Either Party may propose a change to an active SOW in writing. Approved changes are documented as a written change order signed by both Parties before the changed work begins. A change order may adjust scope, fees, or timeline as the Parties agree.
Where an SOW defines pilot-to-production acceptance gates (as SOW #1 does for each Workflow), each Deliverable is deemed accepted when (a) it meets the acceptance criteria stated in the SOW, or (b) ten (10) business days have passed after Ad-Apt has notified Client in writing that the Deliverable is ready for acceptance, whichever comes first, unless Client has by then provided written notice identifying specific failures to meet the criteria. Ad-Apt will remedy identified failures within a reasonable time before resubmitting for acceptance.
Ad-Apt may engage subcontractors to perform Services. Ad-Apt remains responsible for the work of its subcontractors and for ensuring they are bound to confidentiality and data-protection obligations no less protective than this Agreement.
Each SOW states the applicable fees. Under SOW #1, fees consist of three streams plus optional hardware:
Either Party may pause or cancel any individual Workflow on thirty (30) days' written notice. Effective the first day of the next billing month after the notice period expires, the retainer is reduced by the labor hours attributable to that Workflow as identified in the SOW, and AI/API pass-through declines as activity drops. This right is in addition to (and does not replace) the termination rights in Section 5.
Ad-Apt invoices monthly in arrears for retainer and pass-through items. Invoices are due net thirty (30) days from invoice date. Undisputed amounts not paid within thirty (30) days after the due date accrue interest at the lower of 1.0% per month or the maximum rate permitted by law. Client must notify Ad-Apt in writing of any disputed amount within fifteen (15) days of the invoice date; the Parties will work in good faith to resolve disputes promptly.
Pre-approved out-of-pocket expenses (e.g., travel for an onsite working session) are reimbursed at cost on submission of receipts. Expenses exceeding $500 per occurrence require Client's prior written approval.
Fees are exclusive of applicable sales, use, or similar transactional taxes, which Client is responsible for unless Client provides a valid exemption certificate. Each Party is responsible for its own income, franchise, and similar taxes on its receipts or income.
This Agreement begins on the date of last signature and continues until terminated as provided here. Each SOW has its own term as stated in the SOW (the initial SOW #1 term is six (6) months, the sprint duration).
Either Party may terminate this Agreement, or any individual SOW, for any reason on thirty (30) days' written notice to the other Party. Where an SOW is terminated for convenience by Client, the final retainer payment covers a wind-down period that includes (a) a handoff document, (b) a final dashboard snapshot, and (c) confirmation that all credentials, hardware (if purchased), and the latest Deliverables have transferred to Client.
Either Party may terminate this Agreement or any SOW immediately on written notice if the other Party (a) materially breaches the Agreement or SOW and fails to cure the breach within fifteen (15) days after receiving written notice of the breach, or (b) becomes insolvent, makes an assignment for the benefit of creditors, or has a bankruptcy or similar proceeding commenced against it that is not dismissed within sixty (60) days.
On termination of an SOW, (a) Client pays Ad-Apt for all Services performed and pass-through costs incurred through the effective date of termination plus the wind-down period if applicable; (b) Ad-Apt delivers the most recent version of the Deliverables and any work-in-progress, in source-code form, to Client or a Client-designated repository; (c) each Party returns or destroys the other Party's Confidential Information (subject to Section 7.4 on retention); and (d) Sections 6, 7, 8, 11, 12, 13, 17, 18, 19, and 20 survive.
There is no multi-year commitment, no early-termination fee, and no claw-back of fees or hours previously paid for work properly performed.
All Deliverables produced by Ad-Apt under an SOW are work made for hire for Client under U.S. copyright law. To the extent any Deliverable does not qualify as a work made for hire by operation of law, Ad-Apt hereby irrevocably assigns to Client all right, title, and interest in and to that Deliverable, including all intellectual property rights, effective on creation. Client owns the Deliverables from the moment of creation. Client is free to use, modify, distribute, sublicense, fork, archive, hand off to another vendor, or otherwise exploit the Deliverables without further consent from or payment to Ad-Apt.
Ad-Apt retains all right, title, and interest in its General Know-How, including any improvements developed during the engagement. Where General Know-How is incorporated into a Deliverable, Ad-Apt grants Client a perpetual, irrevocable, worldwide, royalty-free, non-exclusive license to use, modify, and distribute the General Know-How as embedded in that Deliverable, including the right to grant sublicenses to subsequent vendors operating the Deliverable on Client's behalf. Ad-Apt's right to continue using its General Know-How for other clients and engagements is not limited by this Agreement.
The Deliverables may incorporate open-source or third-party software licensed under its own terms (collectively, "Third-Party Software"). Ad-Apt will not knowingly incorporate Third-Party Software into a Deliverable on terms that impose viral copyleft obligations on the Deliverable as a whole without Client's prior written consent. Ad-Apt will maintain a manifest of Third-Party Software included in the Deliverables, available to Client on request.
Cloud-provider, model-provider, and other vendor accounts used to operate the Deliverables are, where reasonably available, registered to and paid by Client directly. Client owns these accounts and the credentials thereto. Ad-Apt operates them under Client's direction during the engagement and transfers full administrative control to Client on termination.
Any hardware purchased under an SOW (e.g., the local Mac mini for privileged-data residency) is Client's property from purchase. Ad-Apt holds it solely for the purpose of operating the Deliverables and returns or transfers physical custody to Client on termination or on Client's request.
If Client provides Ad-Apt with suggestions, comments, or feedback about Ad-Apt's General Know-How, tools, or methodologies, Ad-Apt may use that feedback freely without obligation, provided that the feedback does not include any of Client's Confidential Information or Client Data.
"Confidential Information" means any non-public information a Party ("Discloser") discloses to the other Party ("Recipient") in connection with this Agreement that is identified as confidential at the time of disclosure or would reasonably be understood to be confidential given its nature and the circumstances of disclosure. Client Data is automatically Client's Confidential Information.
Recipient will (a) use Confidential Information only as needed to perform under this Agreement, (b) protect it with at least the same care it uses for its own confidential information of like importance and in no event less than reasonable care, and (c) disclose it only to its employees, contractors, subcontractors, and advisors who have a need to know and who are bound by confidentiality obligations no less protective than this Section.
Confidentiality obligations do not apply to information that (a) was already known to Recipient without obligation of confidence before disclosure, (b) is or becomes publicly available through no fault of Recipient, (c) is independently developed by Recipient without use of Discloser's Confidential Information, or (d) is rightfully received from a third party without obligation of confidence. Recipient may disclose Confidential Information to the extent required by law, court order, or regulator, provided Recipient gives Discloser prompt notice (where legally permitted) and reasonable cooperation to seek a protective order.
Confidentiality obligations survive for three (3) years after termination of this Agreement, except that obligations with respect to Client Data, trade secrets, and attorney-client privileged information continue indefinitely. On termination, Recipient will return or destroy Discloser's Confidential Information on request, except (a) one archival copy retained for legal-compliance purposes, and (b) information held in routine backup systems that is overwritten in the ordinary course (such information remains subject to the confidentiality obligations until overwritten).
Nothing in this Agreement restricts either Party's use of residual general skills, knowledge, or experience retained in unaided human memory by individuals who had authorized access to Confidential Information, provided no Confidential Information is intentionally memorized for the purpose of circumventing this Section.
Client Data is and remains Client's property. Ad-Apt processes Client Data only as needed to perform the Services and in accordance with Client's documented instructions. Ad-Apt acquires no rights in Client Data other than the limited license to process it for purposes of performing the Services.
Where Client elects the hybrid deployment path under an SOW, attorney-client privileged communications, protected health information, and other categories of Client Data designated as "privileged" in the data-classification taxonomy live on the on-premises hardware (e.g., the local Mac mini) inside Client's facilities. Ad-Apt will not knowingly transmit such privileged data to a cloud-hosted system, model, or third party except as expressly permitted by the SOW or with Client's specific written approval.
No prompt that could carry Client's privileged, attorney-client, or protected health information will be sent to a model vendor that does not provide enterprise terms with (a) zero data retention, (b) no training on Client's data, and (c) a signed Business Associate Agreement or equivalent contractual protection. Ad-Apt is responsible for maintaining the model-vendor inventory and the redaction layer that enforces this rule.
Ad-Apt will maintain administrative, technical, and physical safeguards reasonably designed to protect Client Data from unauthorized access, use, alteration, or disclosure, including: encryption in transit and at rest; least-privilege access controls with audit logging; quarterly review of access lists; multi-factor authentication on all administrative interfaces; and a documented incident-response plan.
Ad-Apt will notify Client without undue delay, and in any event within seventy-two (72) hours, after becoming aware of any unauthorized access to or disclosure of Client Data. The notice will include the known facts, the scope (to the extent then known), the remedial steps taken, and the planned next steps. Ad-Apt will cooperate with Client on investigation, mitigation, and any legally required notifications to affected individuals or regulators.
Ad-Apt will retain and delete Client Data in accordance with the retention policy specified in the SOW or the applicable Compliance Scaffolding. On termination, Ad-Apt will return all Client Data in a commonly used machine-readable format and then delete its copies within thirty (30) days, except for the limited retention permitted under Section 7.4.
Ad-Apt will maintain an append-only audit log of AI inferences, alerts, and supervisor actions for the duration required by the SOW, with cryptographic tamper-evidence (e.g., daily Merkle root mirrored to a Client-controlled repository). Client may access the audit log on request and may export the full log at any time and on termination.
The Agents and Workflows built under SOW #1 operate as a detection and recommendation layer. They do not (and Ad-Apt will not design them to) (a) provide legal advice to any third party, (b) draft or send client-facing communications without an attorney's prior review and sign-off, (c) make any decision that constitutes the practice of law, or (d) move money, sign documents, or take any action that requires a human professional judgment.
Ad-Apt will design Workflow outputs as internal operational signals to be reviewed and acted upon by Client's licensed attorneys and supervisors. Ad-Apt is not a law firm, does not provide legal services, and disclaims any role that could be construed as the unauthorized practice of law. Compliance with the Florida Rules of Professional Conduct (including Rule 4-1.6 on confidentiality and Rules 4-5.3 and 4-5.5 on supervision and UPL) and analogous rules in any other jurisdiction in which Client operates is Client's responsibility, supported by Ad-Apt's Compliance Scaffolding.
Workflow 3 (Settled Case Banking) and any other Workflow touching trust-account events tracks but never moves money. Trust-account actions remain one hundred percent (100%) human-executed. Ad-Apt will not configure any Agent with credentials or permissions sufficient to initiate, authorize, or execute a transfer from Client's trust account.
Before any Workflow whose prompt library or output could reach (directly or via a downstream human) a client of Client's firm is promoted from pilot to production, Client's compliance counsel will review the prompt library and the review-queue UI. Ad-Apt will support that review with documentation, sample outputs, and live access to the audit log.
Where an SOW introduces external data (e.g., information on opposing counsel or third-party matters) into Client's systems, Ad-Apt will run a conflict-of-interest screen against Client's matter list before the data is surfaced inside Client's tools.
Each Party will comply with all laws applicable to its performance under this Agreement, including anti-corruption laws, export-control laws, HIPAA (where Client Data includes protected health information), Florida Statutes § 501.171 on data-breach notification, and federal trust-account rules.
Ad-Apt will assign Forward-Deployed Personnel (including the named strategists Chase Bradley West, Lucas Sommer, and Bryan Lozano under SOW #1) to perform the Services. Ad-Apt may reassign personnel in its discretion, provided substitutes have comparable skills and experience. Ad-Apt will use reasonable efforts to provide continuity on Client-facing roles and will notify Client in advance of any change to a named strategist where reasonably practicable.
Forward-Deployed Personnel are employees or contractors of Ad-Apt, not of Client. Ad-Apt is solely responsible for their wages, benefits, taxes, withholdings, workers' compensation, and other employment-related obligations.
During the term of any SOW and for twelve (12) months after its termination, neither Party will, without the other Party's prior written consent, directly solicit for employment any employee or contractor of the other Party who is or was substantially involved in the Services. General job postings, recruiter outreach not directed at the other Party's personnel, and hiring an individual who applies on their own initiative without solicitation are not violations of this Section.
Each Party represents and warrants that (a) it is duly organized, validly existing, and in good standing, (b) it has full power and authority to enter into and perform this Agreement, and (c) its execution and performance do not and will not conflict with or breach any other agreement to which it is a party.
Ad-Apt warrants that it will perform the Services in a professional, workmanlike manner consistent with generally accepted industry standards. Client's sole and exclusive remedy for breach of this warranty is for Ad-Apt to re-perform the deficient Services at no additional charge, provided Client notifies Ad-Apt in writing within thirty (30) days of discovering the deficiency.
Ad-Apt warrants that, to its knowledge, the Deliverables do not, when used by Client as contemplated by the SOW, infringe any third-party patent, copyright, trademark, or trade secret. The remedy for breach of this warranty is governed by Section 12.
The Workflows produce probabilistic outputs from large language models and other AI systems. Ad-Apt will instrument every Workflow with success metrics, evaluation sets, and human-in-the-loop acceptance gates as specified in the SOW, but does not warrant that Workflow outputs are free from error, omission, or hallucination. Client retains responsibility for the supervision, review, and sign-off on Workflow outputs and for any action taken based on them. The Workflows are intended to assist human decision-makers, not to replace them.
EXCEPT FOR THE EXPRESS WARRANTIES IN THIS SECTION 11, AD-APT MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. THIRD-PARTY SOFTWARE, MODELS, AND SERVICES ARE PROVIDED "AS IS" AND SUBJECT TO THE TERMS OF THEIR RESPECTIVE PROVIDERS.
Ad-Apt will defend Client against any third-party claim alleging that the Deliverables, as delivered by Ad-Apt and used by Client as contemplated by the SOW, infringe a third party's U.S. patent, copyright, trademark, or trade secret, and will indemnify Client for damages and reasonable attorneys' fees finally awarded by a court of competent jurisdiction or paid in a settlement Ad-Apt approves in writing. If a Deliverable is enjoined or, in Ad-Apt's reasonable judgment, likely to be enjoined, Ad-Apt may, at its option and expense, (a) procure for Client the right to continue using the Deliverable, (b) modify the Deliverable so it is non-infringing while preserving substantially equivalent functionality, or (c) accept return of the Deliverable and refund the fees paid for it.
Ad-Apt has no obligation under Section 12.1 for any claim arising from (a) Client Data, (b) modifications to a Deliverable made by Client or by anyone other than Ad-Apt, (c) combination of a Deliverable with software, data, or systems not provided or recommended by Ad-Apt where the infringement would not have arisen but for the combination, or (d) Client's use of a Deliverable outside the scope contemplated by the SOW.
Client will defend Ad-Apt against any third-party claim arising from (a) Client Data, including any claim that Client Data infringes a third party's intellectual-property rights or violates privacy laws, (b) Client's use of a Deliverable in a manner not contemplated by the SOW, (c) the legal advice or professional services Client provides to its own clients based on or assisted by a Deliverable, or (d) Client's violation of the unauthorized-practice-of-law boundaries described in Section 9, and will indemnify Ad-Apt for damages and reasonable attorneys' fees finally awarded or paid in a settlement Client approves in writing.
The indemnified Party will (a) promptly notify the indemnifying Party of the claim in writing, (b) give the indemnifying Party sole control of the defense and settlement (provided the settlement does not impose any non-monetary obligation on the indemnified Party without its prior written consent), and (c) provide reasonable cooperation at the indemnifying Party's expense. The indemnified Party may participate in the defense at its own expense with counsel of its choosing.
NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST BUSINESS, LOST DATA, OR COST OF SUBSTITUTE GOODS OR SERVICES, ARISING OUT OF OR RELATED TO THIS AGREEMENT, REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT AND ALL SOWS IS CAPPED AT THE TOTAL FEES PAID BY CLIENT TO AD-APT IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR, IF THE CLAIM ARISES IN THE FIRST TWELVE MONTHS OF THE ENGAGEMENT, THE TOTAL FEES PAID OR PAYABLE UNDER THE THEN-ACTIVE SOW(s) FOR ITS INITIAL TERM.
The exclusions in Section 13.1 and the cap in Section 13.2 do not apply to (a) a Party's indemnification obligations under Section 12, (b) a Party's breach of confidentiality under Section 7 or data-protection obligations under Section 8, (c) Client's payment obligations, or (d) liability arising from a Party's gross negligence, willful misconduct, or fraud. For Section 13.3(b), each Party's liability is capped at two times (2×) the cap in Section 13.2 (the "super-cap").
The Parties agree that the limitations of liability in this Section reflect a deliberate allocation of risk in light of the fees payable under this Agreement and that the Parties would not enter into this Agreement without these limitations.
During the term of any SOW, Ad-Apt will maintain, at its own expense, the following insurance coverages with reputable insurers:
On Client's reasonable written request, Ad-Apt will provide a certificate of insurance evidencing the foregoing coverages.
Ad-Apt performs the Services as an independent contractor. Nothing in this Agreement creates a partnership, joint venture, employment, agency, or fiduciary relationship between the Parties. Neither Party has authority to bind the other or to incur any obligation on the other's behalf.
Neither Party is liable for failure or delay in performance (other than payment obligations) caused by events beyond its reasonable control, including acts of God, war, terrorism, civil unrest, pandemic, government action, third-party labor disputes, internet or utility outages affecting the affected Party's premises, or failure of a third-party cloud, model, or hosting provider, provided the affected Party gives prompt notice and uses reasonable efforts to resume performance. If a force-majeure event continues for more than thirty (30) days, the unaffected Party may terminate the affected SOW for convenience under Section 5.2 without further notice.
Formal notices under this Agreement (including notices of breach, termination, indemnity claims, or change of address) must be in writing and sent to the address specified on the signature page (or such other address as the Party may designate in writing). Notices are effective on (a) personal delivery, (b) the next business day after sending by reputable overnight courier with tracking, (c) three business days after mailing by certified U.S. mail with return receipt, or (d) the next business day after sending by email to the designated notice email address, provided no bounce-back is received. Routine operational communications may be by ordinary email.
This Agreement is governed by and construed in accordance with the laws of the State of Oregon, without regard to conflict-of-laws principles. Subject to Section 19, the state and federal courts located in Multnomah County, Oregon have exclusive jurisdiction over any dispute arising out of or related to this Agreement, and each Party irrevocably consents to the personal jurisdiction and venue of those courts.
The Parties will attempt to resolve any dispute first through informal discussion between operational contacts, escalating within fifteen (15) days to senior executives of each Party.
If the Parties cannot resolve the dispute within thirty (30) days after senior-executive escalation, either Party may demand non-binding mediation administered by JAMS in Portland, Oregon, under JAMS' Commercial Mediation Procedures. The Parties will share mediation costs equally.
If mediation does not resolve the dispute within sixty (60) days of the mediation demand (or sooner if both Parties agree the dispute will not resolve through mediation), the dispute will be finally resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, before a single arbitrator, seated in Portland, Oregon, in English. The arbitrator's award is final and may be entered in any court of competent jurisdiction. The arbitrator may award injunctive relief but may not award punitive or exemplary damages. Each Party bears its own legal fees; the Parties share the arbitrator's fees equally except that the arbitrator may shift fees and costs to the losing Party if the arbitrator determines a claim or defense was frivolous.
Notwithstanding the foregoing, either Party may seek injunctive or equitable relief in a court of competent jurisdiction to prevent or stop a breach of Section 6 (IP), Section 7 (Confidentiality), or Section 8 (Data Protection) at any time, without first proceeding through escalation, mediation, or arbitration.
This Agreement, together with all signed SOWs and exhibits, is the entire agreement between the Parties on its subject matter and supersedes any prior or contemporaneous communications, proposals, or agreements, whether written or oral.
Any amendment to this Agreement or any SOW must be in writing and signed by both Parties. No course of dealing, course of performance, or trade usage modifies the express terms of this Agreement.
Neither Party may assign this Agreement without the other Party's prior written consent (not to be unreasonably withheld), except that either Party may assign this Agreement, on written notice, to a successor in connection with a merger, acquisition, corporate reorganization, or sale of substantially all of its assets. Any prohibited assignment is void.
If any provision of this Agreement is held invalid or unenforceable, the remaining provisions remain in full force and effect, and the invalid provision will be reformed to the minimum extent necessary to make it valid and enforceable while preserving the Parties' intent.
No failure or delay by a Party in exercising any right under this Agreement constitutes a waiver of that right. Any waiver must be in writing and signed by the waiving Party.
This Agreement may be signed in counterparts, each of which is deemed an original. Electronic signatures (including via DocuSign, Adobe Acrobat Sign, or similar service) and PDF copies have the same effect as original signatures.
Section headings are for convenience only and do not affect interpretation.
This Agreement is for the benefit of the Parties only and creates no rights in any third party.
You hire us. We build The Repo and run it for six months under SOW #1. You own everything we build for you. We own our general toolkit. You can pause any workflow monthly, cancel anything with thirty days' notice, and you keep the code. Your privileged data stays on your local box; the cloud sees only redacted prompts. AI detects and recommends; humans decide and execute, especially anything involving trust money. If something goes wrong, we sit down and talk first, mediate second, arbitrate third — Portland, Oregon. Each side's worst-case dollar exposure is capped at what you've paid us in the trailing twelve months, with bigger carve-outs for confidentiality and IP. Insurance is in place. This summary doesn't override the actual text above.