Service Agreement

This Master Service Agreement (“Agreement”) is entered into by and between TechBantu IT Solutions LLC, a California limited liability company (“Service Provider” or “TechBantu”), and the entity or individual engaging TechBantu’s services (“Client”).

WHEREAS, TechBantu possesses expertise in software development, AI integration, cloud architecture, and related technology services; and WHEREAS, the Client desires to engage TechBantu to provide such services; NOW, THEREFORE, the parties agree to the following terms.

The specific services to be performed shall be defined in one or more Statements of Work (“SOW”) executed as addenda to this Agreement. Each SOW shall include:

• Detailed description of services and deliverables
• Project timeline with key milestones
• Acceptance criteria for each deliverable
• Assigned personnel and resource allocation
• Fees, payment schedule, and expense terms

In the event of any conflict between this Agreement and a SOW, the terms of this Agreement shall prevail unless the SOW explicitly states otherwise.

TechBantu will deliver work product in accordance with the milestones defined in each SOW. The acceptance process is as follows:

• Upon delivery of each milestone, the Client has ten (10) business days to review and provide feedback
• If the Client does not respond within ten (10) business days, the milestone is deemed accepted
• If the Client identifies deficiencies, TechBantu will address them within a reasonable timeframe
• Acceptance of a milestone constitutes agreement that the deliverable meets the specified requirements

Final acceptance occurs when all milestones have been individually accepted and the complete project meets the overall requirements specified in the SOW.

Unless otherwise specified in the SOW, payment follows this structure:

The initial deposit is non-refundable and secures TechBantu’s commitment of resources to the project. Late payments are subject to a 1.5% monthly fee on outstanding balances.

Project timelines provided in SOWs are good-faith estimates based on the information available at the time of execution. Actual timelines may be affected by:

• Timeliness of Client feedback and approvals
• Availability of Client-provided materials, data, or access
• Scope changes requested by the Client
• Force majeure events beyond either party’s reasonable control

Delays caused by the Client may result in revised timelines and additional costs. TechBantu will communicate timeline changes promptly and work with the Client to minimize impact.

Each party acknowledges that it may receive confidential and proprietary information from the other party. “Confidential Information” includes all non-public information disclosed by either party that is designated as confidential or that a reasonable person would understand to be confidential.

Obligations: The receiving party agrees to protect the disclosing party’s Confidential Information using at least the same degree of care it uses to protect its own confidential information, and in no event less than reasonable care.

Duration: Confidentiality obligations survive the termination of this Agreement for a period of three (3) years, or longer as required by applicable law.

Exclusions: Information that is publicly available, independently developed, or rightfully received from a third party without restriction is excluded from confidentiality obligations.

Assignment: Upon receipt of full payment, TechBantu assigns to the Client all rights, title, and interest in custom deliverables created specifically for the Client under each SOW.

Pre-existing IP: TechBantu retains ownership of all pre-existing intellectual property, proprietary frameworks, libraries, tools, and methodologies. Where such pre-existing IP is incorporated into deliverables, the Client receives a non-exclusive, perpetual, royalty-free license to use it as part of the delivered project.

Portfolio License: TechBantu retains the right to use anonymized or generalized versions of the work for portfolio, case studies, and marketing purposes, unless explicitly restricted by a separate NDA.

TechBantu provides a ninety (90) day warranty period beginning on the date of final project acceptance. During this period:

• TechBantu will correct any defects or bugs in the delivered work at no additional cost
• Defects are defined as deviations from the specifications documented in the SOW
• Feature requests, enhancements, or changes beyond the original scope are not covered
• Issues arising from Client modifications, third-party integrations, or environmental changes are excluded

The warranty applies only to work performed by TechBantu and does not extend to third-party components, libraries, or services.

Post-warranty support and maintenance services are available under separate agreements. TechBantu offers tiered support plans:

Maintenance agreements include regular updates, security patches, and performance monitoring as specified in the support plan terms.

Termination for Convenience: Either party may terminate this Agreement or any SOW with thirty (30) days’ written notice. The Client shall pay for all work completed through the termination date.

Termination for Cause: Either party may terminate immediately if the other party materially breaches this Agreement and fails to cure such breach within fifteen (15) days of written notice.

Transition Assistance: Upon termination, TechBantu will provide reasonable transition assistance for up to thirty (30) days, including documentation handoff, knowledge transfer sessions, and code repository access. Transition assistance beyond this period is available at TechBantu’s standard hourly rates.

TechBantu’s total liability under this Agreement shall not exceed the total fees paid by the Client under the applicable SOW in the twelve (12) months preceding the event giving rise to the claim. Neither party shall be liable for any indirect, incidental, consequential, special, or punitive damages, regardless of the theory of liability. This limitation does not apply to breaches of confidentiality, IP infringement, or gross negligence.

Entire Agreement: This Agreement, together with all executed SOWs and addenda, constitutes the entire agreement between the parties and supersedes all prior negotiations, representations, or agreements.

Severability: If any provision of this Agreement is found to be unenforceable, the remaining provisions shall remain in full force and effect.

Notices: All formal notices under this Agreement shall be in writing and sent to the addresses specified in the applicable SOW, or by email to techbantu@gmail.com.

Governing Law: This Agreement is governed by the laws of the State of California, Riverside County.