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Master Service Agreement

Omniscient Partners · Template v1.0 · April 2026

This Master Service Agreement ("Agreement") is entered into as of the date of last signature below ("Effective Date") by and between:

Omniscient Partners ("Provider"), a sole proprietorship operated by Pranith Akula, based in San Francisco, California; and

___________________________ ("Client"), a company organized under the laws of _______________, with its principal place of business at ___________________________.

1. Services

1. Scope. Provider will perform the pipeline reactivation audit services described in the applicable Statement of Work ("SOW") or as agreed via email between the parties. Each SOW is incorporated into this Agreement by reference.
2. Deliverables. Provider will deliver the work product specified in the SOW, which typically includes a ranked Excel workbook of reopen-ready accounts, a CRO summary one-pager, and 30 days of asynchronous support for Client's sales team.
3. Timeline. Standard delivery is seven (7) business days from receipt of Client's closed-lost data export and fully executed Agreement.

2. Fees & Payment

1. Audit Fee. The fee for a standard Pipeline Reactivation Audit is $5,000 USD, payable in full prior to commencement of work unless otherwise agreed in writing.
2. Wedge Credit. If Client previously received a complimentary Calibration Wedge, the cost of that wedge is credited against the Audit fee at Provider's discretion.
3. Payment Method. Payment is accepted via Stripe invoice, wire transfer, or ACH. Invoices are due Net-15 unless otherwise specified.

3. Performance Guarantee

1. Minimum Threshold. Provider guarantees a minimum of ten (10) qualified reopen-ready accounts per engagement. A "qualified reopen" is defined as an account with (a) a verifiable public trigger event, (b) a confirmed current decision-maker, and (c) a reopen score of 70 or above under Provider's scoring methodology.
2. Refund. If Provider delivers fewer than ten (10) qualified reopens, Client is entitled to a full refund of the Audit Fee. Client retains all deliverables regardless of refund status.

4. Data Handling

1. Client Data. Client will provide a static CSV export of closed-lost opportunity data from its CRM. Provider will not request or accept direct CRM access, API credentials, or OAuth connections.
2. Processing. Client Data is processed on Provider's locally-operated, hardened machine. No Client Data is uploaded to cloud storage, shared drives, or third-party data platforms.
3. Sub-Processors. Segments of Client Data (company names, domain URLs) may be passed to the following third-party APIs solely for enrichment purposes: Anthropic (Claude), Apollo, Proxycurl (Nubela), and PredictLeads. All transmissions use TLS 1.2+ encryption in transit.
4. Retention & Purge. All Client Data, intermediate files, and deliverables are permanently deleted from Provider's systems thirty (30) calendar days after the Effective Date. Purge is automated and logged.
5. DPA. If Client requires a Data Processing Agreement for GDPR or CCPA compliance, a companion DPA is available at omniscientpartners.com/legal/dpa.

5. Confidentiality

1. Each party agrees to hold the other party's Confidential Information in strict confidence and not to disclose it to any third party except as necessary to perform obligations under this Agreement.
2. "Confidential Information" includes Client Data, Provider's scoring methodology, deliverables, and the financial terms of this Agreement.
3. Confidentiality obligations survive termination of this Agreement for a period of two (2) years.

6. Intellectual Property

1. Deliverables. Upon receipt of full payment, Client owns all right, title, and interest in the deliverables produced under each SOW.
2. Provider Tools. Provider retains all rights in its proprietary engine, scoring algorithms, templates, and methodologies. Nothing in this Agreement transfers ownership of Provider's tools to Client.
3. Aggregated Data. Provider may use anonymized, aggregated, de-identified data derived from engagements to improve its methodology, provided that no Client-identifying information is included.

7. Limitation of Liability

1. Provider's total aggregate liability under this Agreement shall not exceed the total fees paid by Client under the applicable SOW.
2. Neither party shall be liable for indirect, incidental, consequential, special, or punitive damages, regardless of the cause of action or theory of liability.

8. Term & Termination

1. This Agreement is effective from the Effective Date and continues until all SOWs are completed, unless terminated earlier.
2. Either party may terminate this Agreement for cause upon thirty (30) days' written notice if the other party materially breaches and fails to cure within that period.
3. Upon termination, Provider will complete the data purge process described in Section 4.4 within five (5) business days.

9. General

1. Governing Law. This Agreement shall be governed by the laws of the State of California, without regard to its conflicts of laws provisions.
2. Dispute Resolution. Any dispute arising under this Agreement shall be resolved by binding arbitration in San Francisco, California under the rules of JAMS.
3. Entire Agreement. This Agreement, together with all SOWs and the DPA (if executed), constitutes the entire agreement between the parties and supersedes all prior discussions and agreements.
4. Amendments. This Agreement may only be amended in writing signed by both parties.
5. Independent Contractor. Provider is an independent contractor. Nothing in this Agreement creates an employment, agency, or partnership relationship.