ProStruct Engineering, Inc. | Corp.

Address: 450 Folsom Street #1502, San Francisco, CA 94105

partnerships@prostructengineering.com | (844) 750-0773 | https://prostructengineering.com/
____________________________________________________________________________________

Master Services Agreement for

Engg. Design & Drafting Services

This Master Service Agreement (the “Agreement” or “MSA”), entered into on the date last signed below, is by and
between ProStruct Engineering, Inc., with a corporate address at 450 Folsom Street #1502, San Francisco, CA
94105, (“Company”), and “Contractor” having the following details:

Contractor Name :
Address :
Email :
Phone :

The Company and Contractor may be referred to collectively herein as the “Parties”.

1. Services. The Company engages Contractor as an independent contractor to provide engineering services to
the Company, which may include, but are not limited to, preparing engineering design plans and calculations as
required by the Company in its operations. (the “Services”). The specific scope of Services, deliverables, project
timelines, and compensation shall be mutually agreed upon between Company and Contractor, and set forth in
separate Statements/Scope of Work (“SOW”) executed by both Parties, in the format attached hereto as Exhibit 1.
Each SOW shall incorporate the terms of this Agreement, which shall control over any conflicting terms in the
SOW.

2. Term. The term of this Agreement shall commence on the date last signed below, and shall continue unless
and until terminated in accordance with the terms of this Agreement.

3. Fees and Expenses. The Company shall compensate the Contractor for the Services provided based on the
rates agreed upon in each executed SOW. Contractor’s services relating to additional work or Change Orders (“CO”)
on the Project beyond the scope of work set forth in the SOW must be approved in writing by both Parties before
proceeding, and the Contractor will provide a “Not to Exceed” Budget for the proposed additional work for the
Company’s review and approval. The Contractor is solely responsible for all tax liabilities as per the regulations of
their Country of Tax Residence and agrees to comply with all relevant tax obligations. The Contractor will submit
invoices for services rendered according to the payment terms outlined herein. Payment for services will be
disbursed in two parts:

• The first installment of 90% upon the completion of the project work and subsequent approval by the
Company.

• The remaining 10% following the completion of plan check responses as approved by the city.

The Contractor shall furnish, at Contractor’s own expense, the materials, equipment, supplies, and other resources
necessary to perform the Services, and is solely responsible for any travel or other costs or expenses incurred in
connection with the performance of the Services as applicable. In no event shall the Company reimburse Contractor
for any such costs or expenses.

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4. Relationship of the Parties.

4.1 Contractor is an independent contractor of the Company, and this Agreement shall not be
construed to create any association, partnership, joint venture, employment, or agency relationship between
Contractor and the Company for any purpose. Contractor has no authority to bind the Company and Contractor
shall not make any agreements or representations on the Company’s behalf without the Company’s prior written
consent.

4.2 The Company is not required to assign work to Contractor, nor is Contractor required to accept
work from Company. Contractor may be engaged or employed in any other business, trade, profession, or other
activity while providing services to the Company. The Company will not control or direct the manner or means by
which Contractor performs the Services, including but not limited to, the time and place Contractor performs the
Services. The Contractor is customarily engaged in an independently established trade, occupation, or business of
the same nature as the Services performed.

4.3 Contractor will not be eligible to participate in any benefit plans or fringe benefits offered by the
Company to its employees, and the Company will not be responsible for withholding or paying any income, payroll,
Social Security, or other federal, state, or local taxes, making any insurance contributions, including for
unemployment or disability, or obtaining workers' compensation insurance on Contractor’s behalf. Contractor shall
be responsible for, and shall indemnify the Company against, all such taxes or contributions, including penalties and
interest. Any persons employed or engaged by Contractor in connection with the performance of the Services shall
be Contractor’s employees or contractors, and Contractor shall be fully responsible for them and fully indemnify the
Company against any claims made by or on behalf of any such employee or contractor.

5. Intellectual Property Rights.

5.1 Contractor hereby irrevocably assigns to the Company, for no additional consideration,
Contractor’s entire right, title, and interest in and to all results and proceeds of the Services performed under this
Agreement and all other writings, technology, inventions, discoveries, processes, techniques, methods, ideas,
concepts, research, proposals, and materials, and all other work product of any nature whatsoever, that are created,
prepared, produced, authored, edited, modified, conceived, or reduced to practice in the course of performing the
Services, and all patents, copyrights, trademarks (together with the goodwill symbolized thereby), trade secrets,
know-how, and other confidential or proprietary information, and other intellectual property rights therein, including
the right to sue for past, present, and future infringement, misappropriation, or dilution thereof.

5.2 As between Contractor and the Company, the Company is, and will remain, the sole and exclusive
owner of all right, title, and interest in and to any documents, specifications, data, know-how, methodologies,
software, and other materials provided to Contractor by the Company (“Company Materials”), and all Intellectual
Property Rights therein. Contractor has no right or license to reproduce or use any Company Materials except solely
during the Term to the extent necessary to perform Contractor’s obligations under this Agreement. All other rights
in and to the Company Materials are expressly reserved by the Company. Contractor has no right or license to use
the Company's trademarks, service marks, trade names, logos, symbols, or brand names.

5.3 Notwithstanding the foregoing, Contractor shall retain ownership, including without limitation, all
common law, statutory and other reserved rights therein, including copyright, to Contractor’s standard design
elements, standard details, standard specification texts, or other pre-existing intellectual property owned or created
by Contractor prior to the Effective Date of this Agreement.

6. Representations and Warranties.

6.1 Contractor represents and warrants to the Company that:

(a) Contractor is entering into this Agreement with the Company and Contractor’s performance of the
Services does not and will not conflict with or result in any breach or default under any other agreement to which

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Contractor is a party;

(b) Contractor has the required skill, experience, and qualifications to perform the Services,
Contractor shall perform the Services in a professional and workmanlike manner in accordance with industry
standards for similar services, and Contractor shall devote sufficient resources to ensure that the Services are
performed in a timely and reliable manner;

(c) The Company will receive good and valid title to all of Contractor’s work product, free and clear
of all encumbrances and liens of any kind; and

(d) All of Contractor’s work product is and shall be Contractor’s original work (except for material in
the public domain or provided by the Company) and will not violate or infringe upon the intellectual property right
or any other right whatsoever of any person, firm, corporation, or other entity.

(e) During the term of this MSA and for one (1) year thereafter, the Contractor shall not persuade or
attempt to persuade any clients or customers of the Company to hire the Contractor to provide competing
engineering services. This does not preclude the Contractor from pursuing independent projects or services for their
own clients, provided those clients are not also clients of the Company, or if the services do not compete with the
Company’s service offerings.

6.2 The Company represents and warrants to Contractor that: It has the full right, power, and
authority to enter into this Agreement and to perform its obligations hereunder, and the execution of this Agreement
by its representative, whose signature is set forth at the end of this Agreement, has been duly authorized by all
necessary corporate action.

7. Termination. Either Party may terminate this Agreement without cause upon fourteen (14) days’ written
notice to the other party to this Agreement. In the event of termination pursuant to this clause, the Company shall
pay Contractor any Fees then due and payable for any Services completed, up to and including the date of such
termination, and Contractor shall, within five (5) days after such expiration or termination, deliver to the Company
all Deliverables (whether complete or incomplete) for any ongoing SOWs.

8. Dispute Resolution

8.1 Good Faith Negotiation. The parties agree to negotiate any claims or disputes arising out of or
related to this Agreement in good faith prior to exercising any other provision of this section.

8.2 Mediation. If a claim or dispute cannot be resolved within thirty (30) days by good faith
negotiations, the parties agree to submit the claim or dispute to mediation with a mutually agreed upon mediator.
Any agreements reached in mediation shall be enforceable as settlement agreements in any court having jurisdiction
thereof. The mediator fees associated with any such mediation will be split evenly between both parties.

8.3 Arbitration. If a claim or dispute cannot be resolved through good faith negotiations or mediation,
the parties agree to resolve the dispute through binding arbitration, held in San Francisco County, California,
administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures, with a single arbitrator
presiding over the matter. The arbitration award shall be in writing and may be entered by the San Francisco County
Superior Court. The arbitrator fees and costs associated with any such arbitration will be split evenly between both
parties.

8.4 Small Claims. If the amount in controversy in the dispute is within the jurisdictional limits of
Small Claims Court set forth in the California Code of Civil Procedure, the dispute shall be submitted to Small
Claims Court in San Francisco County, as an alternative to mediation and arbitration. Each party shall bear their
own fees and costs associated with the Small Claims case.

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 8.5 Attorney Fees and Costs. In the event of a dispute arising under this agreement, the parties agree
to bear their own attorney’s fees and costs.

9. Governing Law. This Agreement shall be governed by the laws of the state of California, without regard to
choice of law provisions.

10. Miscellaneous.

10.1 All notices, requests, consents, claims, demands, waivers, and other communications (each, a
"Notice") shall be in writing and addressed to the Parties at the addresses set forth on the first page of this
Agreement.

10.2 Contractor shall not assign any rights or delegate or subcontract any obligations under this
Agreement without the Company's prior written consent. Any assignment in violation of the foregoing shall be
deemed null and void. The Company may freely assign its rights and obligations under this Agreement at any time.
This Agreement will inure to the benefit of, be binding on, and be enforceable against each of the Parties and their
respective successors and assigns.

10.3 This Agreement, together with any other documents incorporated by reference, and related
exhibits and schedules, constitutes the sole and entire agreement of the Parties to this Agreement with respect to the
subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements,
representations, and warranties, both written and oral, with respect to such subject matter.

10.4 This Agreement may only be amended, modified, or supplemented by an agreement in writing
signed by each party, and any of the terms thereof may be waived, only by a written document signed by each party
to this Agreement or, in the case of waiver, by the party or parties waiving compliance.

10.5 If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction,
such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or
invalidate or render unenforceable such term or provision in any other jurisdiction.

10.6 This Agreement may be executed in multiple counterparts and by electronic [or facsimile]
signature, each of which shall be deemed an original and all of which together shall constitute one instrument.

Company: ProStruct Engineering, Inc.

Amarendra Prasad, PE

Contractor Name:

_____________
[Contractor Signature]

_____________

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 EXHIBIT 1

SCOPE OF WORK

Project: [Project Title]

The “Company”: ProStruct Engineering, Inc.

The “Contractor”: [Contractor Name]

SOW Number: [SOW Number]

Effective Date (mm/dd/yy): [mm/dd/yy]
Project Timeline (mm/dd/yy): [mm/dd/yy] at [X AM/PM]
Project Address: [Project/Site Address]

1. Project Overview:
The Contractor shall provide the following services for the Project:

[Project Brief]

2. Services and Deliverables:

The specific services and deliverables to be provided by the Contractor shall include, but are not limited to:

[Detailed description of services]

3. Payment:
The Company agrees to compensate the Contractor for the services and deliverables outlined in this SOW. The
payment amount for the entire project shall be [$X].

4. Scope Verification:
The Contractor shall verify the project scope and submittal requirements in accordance with the applicable building
codes, regulations, and local authorities having jurisdiction.

5. Timeline:
The project start date (Date of SOW) will be confirmed by the Company. The Final set shall be provided within [X
weeks] of the SOW. The Contractor shall adhere to the project timeline and milestones as agreed upon.

6. Additional Work/ Change Order (CO):

Any additional work on the Project beyond the scope of work set forth in this SOW must be approved in writing by
both Parties before proceeding. In the event of necessary additional work, Contractor will provide a “Not to Exceed”
Budget for the proposed additional work for Company’s review and approval.

By signing below, both Parties acknowledge and agree to the terms and conditions outlined in this SOW.

Company: ProStruct Engineering, Inc.

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Amarendra Prasad, PE

[Contractor Name]

_____________
[Contractor Signature]

_____________
[mm/dd/yy]