Master Services Agreement
Gain Advisory LLC. Last updated June 25, 2026.
This Master Services Agreement (the "Agreement") is entered into as of the date of the first signed Order Form that references it (the "Effective Date"), by and between Gain Advisory LLC, a New Jersey limited liability company ("Gain Advisory"), and the client identified on that Order Form ("Client"). Gain Advisory and Client are each a "Party" and together the "Parties."
Background. Gain Advisory is a professional advisory and consulting firm. Client wishes to engage Gain Advisory for advisory services. This Agreement sets the standing terms that govern each engagement. The commercial details of each engagement are set out in an Order Form, and the scope in a Statement of Work, each of which incorporates this Agreement.
1. Definitions
1.1 "Advisory Services" means the professional advisory, consulting, strategy, fractional leadership, analysis, and recommendation services Gain Advisory provides, as described in an Order Form or Statement of Work.
1.2 "Order Form" means a commercial summary signed by both Parties setting out the engagement, fees, term, and services purchased.
1.3 "Statement of Work" or "SOW" means a document describing the objectives, deliverables, cadence, and responsibilities for an engagement.
1.4 "Deliverables" means the specific advisory outputs Gain Advisory prepares for Client under an engagement, such as reports, presentations, assessments, and written recommendations.
1.5 "Gain Advisory Methodology" means all frameworks, methodologies, processes, scoring systems, prompts, templates, software, automation, data techniques, and proprietary technologies Gain Advisory uses to perform the Advisory Services, including any internally developed systems, whether existing now or developed later.
1.6 "Confidential Information" means non-public information disclosed by one Party to the other that is marked confidential or that a reasonable person would understand to be confidential given its nature or the circumstances of disclosure.
2. Services
2.1 Engagement. Gain Advisory will provide the Advisory Services described in each Order Form and SOW. Each Order Form, once signed, incorporates this Agreement.
2.2 Nature of services. Gain Advisory is engaged to provide professional advisory services and advisory outputs. This Agreement does not license, sell, or provide any software, software-as-a-service, or technology product to Client. Whether a given output is prepared manually or generated using the Gain Advisory Methodology is part of Gain Advisory's internal operating method and does not change the nature of the engagement.
2.3 Standard of performance. Gain Advisory will perform the Advisory Services in a professional and workmanlike manner consistent with industry standards for senior commercial advisory work.
2.4 Client decisions. Gain Advisory provides recommendations, analysis, prioritization, and strategy. Client is solely responsible for its own business decisions, execution, hiring, financial decisions, and commercial outcomes. Gain Advisory acts as an advisor and not as an operator acting on Client's behalf.
2.5 Client cooperation. Client will provide timely access to the information, systems, and personnel reasonably needed for Gain Advisory to perform, as described in the applicable SOW.
3. Fees and Payment
3.1 Fees. Client will pay the fees set out in the Order Form.
3.2 Invoicing. Unless an Order Form states otherwise, recurring fees are billed monthly in advance and are due on receipt. Fixed-fee engagements (such as a diagnostic) are billed as stated in the Order Form.
3.3 Expenses. Pre-approved, reasonable out-of-pocket expenses are reimbursable at cost.
3.4 Late payment. Undisputed amounts not paid within ten (10) days of the due date may accrue interest at 1.5% per month (or the maximum allowed by law, if lower), and Gain Advisory may suspend services on written notice until payment is current.
3.5 Taxes. Fees are exclusive of applicable taxes, which are Client's responsibility (excluding taxes on Gain Advisory's income).
4. Term and Termination
4.1 Term. This Agreement begins on the Effective Date and continues while any Order Form is in effect. Each engagement runs for the initial term in its Order Form and, unless stated otherwise, continues month-to-month thereafter.
4.2 Termination for convenience. Either Party may terminate an engagement, or this Agreement if no engagement is active, on thirty (30) days' prior written notice.
4.3 Termination for cause. Either Party may terminate immediately on written notice if the other materially breaches and fails to cure within fifteen (15) days of notice.
4.4 Effect. On termination, Client will pay for Advisory Services performed and non-cancellable commitments through the effective date of termination. Sections that by their nature should survive (including 5, 6, 7, 9, 10, 11, and 12) survive termination.
5. Confidentiality
5.1 Use and protection. Each Party will use the other's Confidential Information only to perform under this Agreement and will protect it with at least reasonable care.
5.2 Exclusions. Confidential Information does not include information that is public through no fault of the receiving Party, was known without obligation before disclosure, is independently developed, or is rightfully received from a third party.
5.3 Compelled disclosure. A Party may disclose Confidential Information if legally compelled, after giving reasonable notice where permitted.
5.4 Term. Confidentiality obligations continue for three (3) years after termination, except that trade secrets remain protected for as long as they qualify as trade secrets under law.
6. Intellectual Property
6.1 Client materials. Client retains all rights to its pre-existing materials, data, and Confidential Information.
6.2 Deliverables. On full payment for the applicable engagement, Gain Advisory assigns to Client the Deliverables prepared specifically for Client, for Client's internal business use.
6.3 Gain Advisory Methodology. Gain Advisory exclusively owns and retains all right, title, and interest in the Gain Advisory Methodology, including any improvements, and including any general knowledge, frameworks, or know-how developed or refined during an engagement. Deliverables may embody or reflect the Gain Advisory Methodology, but nothing in this Agreement transfers, licenses, or grants Client any right in the Gain Advisory Methodology itself.
6.4 No software license. For clarity, this Agreement grants Client no license or right to any Gain Advisory software, system, or technology.
6.5 Residuals. Gain Advisory may use the general skills, knowledge, and experience gained during an engagement, provided it does not disclose Client's Confidential Information.
7. Technology-Assisted Services
Gain Advisory may use proprietary research methodologies, commercial frameworks, internally developed technologies, automation, artificial intelligence, data analysis techniques, and other tools to deliver the Advisory Services. These are part of Gain Advisory's internal operating methodology and are not licensed, transferred, or made available to Client. Client purchases advisory services and advisory outputs, not technology.
8. Independent Contractor
Gain Advisory is an independent contractor. Nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship. Neither Party may bind the other. Each Party is responsible for its own personnel, taxes, and insurance.
9. Warranties and Disclaimer
9.1 Mutual. Each Party warrants it has authority to enter into this Agreement.
9.2 Service warranty. Gain Advisory warrants the Advisory Services will be performed in a professional and workmanlike manner.
9.3 Disclaimer. Except as expressly stated, the Advisory Services and Deliverables are provided "as is." Gain Advisory does not warrant any particular revenue, growth, financial, or business result. Advisory Services are recommendations and professional judgment; outcomes depend on Client's decisions and execution. To the extent permitted by law, Gain Advisory disclaims all other warranties, express or implied, including merchantability and fitness for a particular purpose.
10. Limitation of Liability
10.1 Cap. Except for the excluded claims below, each Party's total aggregate liability arising out of or related to this Agreement will not exceed the fees paid by Client to Gain Advisory in the three (3) months immediately preceding the event giving rise to the claim.
10.2 Excluded damages. Neither Party is liable for indirect, incidental, special, consequential, or punitive damages, or for lost profits, revenue, or data, even if advised of the possibility.
10.3 Exceptions. The cap and exclusions do not apply to a Party's breach of confidentiality, a Party's indemnification obligations, or Client's payment obligations.
11. Indemnification
11.1 By Client. Client will defend and indemnify Gain Advisory against third-party claims arising from Client's business decisions, Client's execution or non-execution of recommendations, Client's materials or data, or Client's breach of this Agreement.
11.2 By Gain Advisory. Gain Advisory will defend and indemnify Client against third-party claims that the Deliverables, as delivered, infringe that third party's intellectual property rights, excluding claims arising from Client materials or Client's modifications.
11.3 Process. The indemnified Party will give prompt notice, allow the indemnifying Party to control the defense, and cooperate reasonably.
12. General
12.1 Governing law. This Agreement is governed by the laws of the State of New Jersey, without regard to conflicts of law principles. The Parties consent to the exclusive jurisdiction of the state and federal courts located in New Jersey.
12.2 Notices. Notices must be in writing and sent to the addresses on the Order Form or, for Gain Advisory, to admin@gainadvisory.com. Email notice is effective when acknowledged or one business day after sending if not bounced.
12.3 Assignment. Neither Party may assign this Agreement without the other's consent, except to a successor in a merger or sale of substantially all assets, on notice.
12.4 Entire agreement. This Agreement, together with the Order Forms and SOWs, is the entire agreement and supersedes prior discussions. If there is a conflict, the order of precedence is: the Order Form, then this Agreement, then the SOW, unless a document expressly states it overrides.
12.5 Amendment and waiver. Any amendment must be in writing and signed by both Parties. A waiver is effective only if in writing.
12.6 Severability. If any provision is unenforceable, the rest remains in effect and the provision is modified to the minimum extent needed to be enforceable.
12.7 Force majeure. Neither Party is liable for delays caused by events beyond its reasonable control.
12.8 Counterparts and electronic signature. This Agreement may be signed in counterparts and by electronic signature, each of which is an original.
12.9 Publicity. Gain Advisory may identify Client as a client by name and logo unless Client opts out in writing.
Acceptance of this Agreement occurs through the signed Order Form that references it. By signing an Order Form, the Client agrees to these terms.