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Master Services Agreement (MSA) for CTOforge

Last Updated: April 12, 2026

This Master Services Agreement ("Agreement") is a legal agreement between you ("Client" or "You") and CTOforge ("Provider," "we," "us") governing the provision of fractional CTO and technology consulting services.

1. Services

Subject to the terms of this Agreement, CTOforge agrees to provide fractional CTO services as described in individual Statements of Work ("SOW"). Each SOW will specify:

  • Scope of services and deliverables
  • Timeline and milestones
  • Fees and payment schedule
  • Any engagement-specific terms

2. Engagement Structure

Fractional CTO Model

  • Services are provided on a part-time, ongoing basis as agreed
  • Typical engagements range from one to four days per week
  • Specific schedule and availability are defined in each SOW

Advisory Services

  • Strategic technology assessments and recommendations
  • One-time or project-based engagements
  • Defined scope and deliverables per SOW

3. Client Obligations

You agree to:

  • Designate a primary point of contact for the engagement
  • Provide timely access to systems, code repositories, documentation, and key personnel
  • Make business decisions in a timely manner to avoid engagement delays
  • Implement recommendations at your own discretion and responsibility
  • Provide a suitable working environment (remote or on-site as agreed)
  • Pay all fees in accordance with the payment terms

4. Intellectual Property

Client Ownership

  • All pre-existing client IP remains your exclusive property
  • Custom deliverables created specifically for your engagement transfer to you upon full payment
  • You own all code, documentation, and architectures created for your systems

Provider Retention

  • CTOforge retains ownership of pre-existing tools, templates, methodologies, and frameworks
  • General knowledge, skills, techniques, and experience are not subject to transfer
  • CTOforge may develop similar solutions for other clients using general knowledge

License Grant

  • Where CTOforge tools or frameworks are incorporated into deliverables, Client receives a perpetual, non-exclusive license to use them within Client's organization

5. Confidentiality

Mutual Obligations

Both parties agree to:

  • Treat all non-public information received as confidential
  • Use confidential information only for purposes of the engagement
  • Restrict access to personnel with a need to know
  • Maintain confidentiality for five years after engagement termination

Exclusions

Confidentiality obligations do not apply to information that:

  • Is or becomes publicly available through no fault of the receiving party
  • Was known to the receiving party prior to disclosure
  • Is independently developed without use of confidential information
  • Is received from a third party without restriction

6. Fees and Payment

Invoicing

  • Fees are invoiced monthly in arrears, or as specified in the SOW
  • Invoices include a summary of services provided during the billing period
  • Payment is due within 30 days of invoice date

Expenses

  • Pre-approved travel and out-of-pocket expenses are reimbursable
  • Expenses over $250 require prior written approval
  • Receipts will be provided for all reimbursable expenses

Late Payment

  • Overdue amounts accrue interest at 1.5% per month or the maximum rate permitted by law
  • CTOforge may suspend services if payment is more than 30 days overdue
  • Client is responsible for reasonable collection costs

7. Warranties and Disclaimers

CTOforge Warrants That:

  • Services will be performed in a professional and workmanlike manner
  • Personnel assigned to the engagement have appropriate qualifications
  • Services will comply with applicable laws and industry standards

Disclaimers

  • Services are provided based on information available at the time
  • No guarantee of specific business outcomes or results
  • Technology recommendations involve inherent uncertainty
  • CTOforge does not provide legal, financial, or accounting advice

8. Limitation of Liability

  • CTOforge's total aggregate liability shall not exceed the fees paid during the 12 months preceding the claim
  • Neither party is liable for indirect, incidental, consequential, special, or punitive damages
  • These limitations apply regardless of the form of action or theory of liability

9. Indemnification

By CTOforge

CTOforge will indemnify Client against third-party claims that services infringe intellectual property rights, provided Client promptly notifies CTOforge and cooperates in the defense.

By Client

Client will indemnify CTOforge against third-party claims arising from:

  • Client's implementation of recommendations
  • Client's products, services, or operations
  • Client's breach of this Agreement

10. Term and Termination

Term

This Agreement is effective upon execution and continues until terminated.

Termination for Convenience

Either party may terminate with 30 days written notice. Active SOWs terminate upon expiration of the notice period unless otherwise agreed.

Termination for Cause

Either party may terminate immediately if the other party:

  • Materially breaches and fails to cure within 15 days of written notice
  • Becomes insolvent or enters bankruptcy proceedings
  • Engages in conduct that would materially harm the other party's reputation

Effect of Termination

  • All fees for services rendered through the termination date are immediately due
  • CTOforge will provide reasonable transition assistance (up to two weeks)
  • Each party will return or destroy the other's confidential information
  • Sections on IP, confidentiality, liability, and indemnification survive termination

11. Non-Solicitation

During the engagement and for 12 months following termination, neither party shall directly solicit or hire the other party's employees or contractors who were materially involved in the engagement, without prior written consent.

12. Independent Contractor

CTOforge is an independent contractor. Nothing in this Agreement creates an employment, partnership, joint venture, or agency relationship. CTOforge is responsible for its own taxes, insurance, and statutory obligations.

13. Insurance

CTOforge maintains:

  • Professional liability (errors and omissions) insurance
  • Commercial general liability insurance
  • Proof of insurance available upon request

14. Force Majeure

Neither party is liable for delays or failures caused by events beyond reasonable control, including natural disasters, pandemics, government actions, utility failures, or cyberattacks.

15. Governing Law and Dispute Resolution

Governing Law

This Agreement is governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein.

Dispute Resolution

  • Disputes shall first be escalated to senior management of both parties
  • If unresolved within 30 days, parties agree to mediation
  • If mediation fails, disputes may be submitted to binding arbitration or the courts of Ontario

16. General Provisions

Assignment

Neither party may assign this Agreement without written consent, except in connection with a merger or acquisition.

Severability

If any provision is unenforceable, the remaining provisions remain in full force and effect.

Waiver

Failure to enforce any provision does not constitute a waiver of that provision.

Amendments

Amendments must be in writing and signed by both parties. SOWs may be amended by mutual written agreement.

Notices

All notices shall be in writing and delivered to the addresses specified in the applicable SOW.

Entire Agreement

This Agreement, together with all SOWs, the Privacy Policy, and the Terms of Service, constitutes the entire agreement between the parties.

17. Contact Information

For questions about this Agreement:

  • Company: CTOforge
  • Email: dave@ctoforge.io
  • Website: ctoforge.io

18. Execution

By engaging CTOforge for services, you acknowledge that you have read this Agreement, understand it, and agree to be bound by its terms.

CTOforge - Fractional CTO Services
April 12, 2026