Master Services Agreement
Last Updated - November 1st, 2026
MASTER SERVICES AGREEMENT
BY INDICATING YOUR ASSENT TO ENTER THIS MASTER SERVICES AGREEMENT (THE “MASTER AGREEMENT”), YOU SUBMIT TO KBF ADVISORY, LLC, a CALIFORNIA LIMITED LIABILITY COMPANY (“KBF” “WE” OR “OUR”), AN OFFER TO OBTAIN THE SERVICES AND RELATED DELIVERABLES (“SERVICES”) DESCRIBED IN EACH PROJECT ADDENDUM (AS DEFINED BELOW) UNDER THE PROVISIONS OF THIS MASTER AGREEMENT AND HEREBY AGREE THAT YOU HAVE THE REQUISITE AUTHORITY, POWER AND RIGHT TO FULLY BIND THE CLIENT IDENTIFIED IN SUCH PROJECT ADDENDUM (ON BEHALF OF ITSELF AND, IF APPLICABLE, ANY AFFILIATED PARTIES SET FORTH IN SUCH PROJECT ADDENDUM) (COLLECTIVELY, “CLIENT” “YOU” OR “YOUR”).
Services; Project Addenda
You may, from time to time, identify certain Services that you desire to be provided by KBF as set forth in one or more separate project addendum documents that reference this Master Agreement, describe in detail the specific Services, related requirements, assumptions, timelines, fees and other details to be agreed upon by the parties and are executed by an authorized representative of both KBF and Client (each, a “Project Addendum”). As used herein, the term “Agreement” shall refer to this Master Agreement and each Project Addendum issued hereunder. For the avoidance of doubt, each Project Addendum and the terms of this Master Agreement shall form a separate Agreement between Client and KBF. Except as expressly set forth in this Master Agreement, nothing contained herein shall constitute a commitment by either party to enter any particular Project Addendum. In the event of any inconsistency between this Master Agreement and a Project Addendum, the terms of this Master Agreement shall control unless such Project Addendum contains an express statement that the specific terms in the Project Addendum are intended to control.
Alternative Practice Structure; KBF Audit
KBF operates in an alternative practice structure with KBF CPAs - Audit, LLP, a California limited liability partnership (“KBF Audit”). KBF Audit is a licensed CPA firm and provides audit and attest services to its clients. KBF is not a licensed CPA firm and does not provide audit or attest services. You understand that you have retained KBF for purposes of each engagement described in a Project Addendum. Services provided to you by KBF Audit, if any, are governed by a separate written agreement between you and KBF Audit. To the extent you have separately engaged KBF Audit to provide services, you hereby consent and authorize us to share with KBF Audit any information that we may obtain, or have obtained, from you or on your behalf in the course of our current or prior engagement(s). For purposes of clarification, KBF’s Services will not (a) result in an opinion, attestation or assurance report with respect to any matter, including, without limitation, the application of any accounting principles under the requirements of Statements of Auditing Standards Nos. 50 and 97, or (b) be deemed to constitute (i) an audit of financial statements in accordance with generally accepted auditing standards (“U.S. GAAP”), (ii) an examination of prospective financial statements in accordance with standards established by the American Institute of Certified Public Accountants, or (iii) advice or documentation relating to the effectiveness of internal controls over financial reporting under Section 404 of the Sarbanes-Oxley Act.
Provision & Use of Services
You shall maintain all applicable books and records with respect to accounting, taxes, and other matters and will designate appropriate individuals to be responsible for Client’s accounting and tax functions. You are responsible for furnishing KBF with accurate, complete and timely information and data required for the delivery of the Services, which may be submitted via the KBF online portal (the “Portal”). KBF will not audit or verify the accuracy or completeness of any such information or data, although we may ask Client to clarify it and/or request additional information or data. Client is responsible for the safeguarding of assets, the proper recording of transactions in its books of accounts, the substantial accuracy of its financial records, and the full and accurate disclosure of all relevant facts affecting the Services. The determination of the appropriate accounting treatment and/or financial statement presentation is the sole responsibility of Client. KBF makes no representation regarding the sufficiency of any Services. Client shall have full responsibility for all decisions on all accounting and tax matters, procedures, internal controls, as well as decisions with respect to the appropriate application of U.S. GAAP. You acknowledge and agree that you retain ultimate responsibility for, and accept all results and outcomes of, the Services, including any decisions made or actions taken based on such Services. KBF, in its sole professional judgment, reserves the right to refuse to do any procedure or take any action that could be construed as making management decisions or performing management functions. Services, and any work product resulting therefrom, (i) are prepared at the direction of, and are intended solely for the use of Client and are not intended to be used by or for the benefit of, or relied upon by or for the benefit of, any third party; and (ii) are intended for Client’s review, consideration, possible modification and ultimate approval and acceptance as Client’s own document.
From time to time, we may use personnel from our affiliates or other related entities or any of their respective affiliates, subcontractors or other third-party service providers, located within or outside of the United States, to assist us in providing the Services. We remain responsible to you for the supervision and provision of Services by all service providers, entities, and personnel who assist us in rendering Services hereunder and for complying with the confidentiality obligations below.
Confidentiality and Data Protection
“Confidential Information” means, with respect to a party (the “disclosing party”), information that pertains to such party’s business, including, without limitation, technical, marketing, financial, employee, planning, product roadmaps and documentation, performance results, pricing, and other confidential or proprietary information. Confidential Information will be designated and/or marked as confidential when disclosed, provided that any information that the party receiving such information (the “receiving party”) knew or reasonable should have known, under the circumstances, was considered confidential or proprietary by the disclosing party, will be considered Confidential Information of the disclosing party even if not designated or marked as such. The receiving party shall preserve the confidentiality of the disclosing party’s Confidential Information and treat such Confidential Information with at least the same degree of care that receiving party uses to protect its own Confidential Information, but not less than a reasonable standard of care. The receiving party will use the Confidential Information of the disclosing party only to exercise rights and perform obligations under this Agreement. Confidential Information of the disclosing party will be disclosed only to those employees and contractors of the receiving party with a need to know such information for purposes of providing or receiving the Services (to include, as to KBF, KBF Audit and contractors (including third party services providers) providing administrative, infrastructure and other services to us and authorized subcontractors performing Services under the Agreement and parties conducting quality reviews and reviews of compliance with KBF policies and professional standards). The receiving party shall not be liable to the disclosing party for the release of Confidential Information if such information: (a) was known to the receiving party on or before the effective date hereof without restriction as to use or disclosure; (b) is released into the public domain through no fault of the receiving party; (c) was independently developed solely by the employees of the receiving party who have not had access to Confidential Information; or (d) is divulged pursuant to any legal proceeding or otherwise required by law, provided that, to the extent legally permissible, the receiving party will notify the disclosing party promptly of such required disclosure and reasonably assists the disclosing party in efforts to limit such required disclosure.
Certain communications involving tax advice between Client and KBF may be privileged and not subject to disclosure to the Internal Revenue Service. By disclosing the contents of those communications to anyone, or by turning over information about those communications to the government, Client may be waiving this privilege. Client agrees that in the event KBF or any of its employees or agents receives a request (including a subpoena, summons, or discovery demand in litigation) requesting the production of any documentation or testimony relating to the Services, Client agrees to pay any and all reasonable expenses incurred in complying with such request and/or defending any confidential communications privilege on Client’s behalf, including fees and costs for KBF’s time at KBF’s standard hourly rates then in effect, as well as any legal or other fees, including attorneys’ fees, that KBF incurs as a result of any such request.
KBF’s Privacy Policy is available here (the “Privacy Policy”), and the Privacy Policy is hereby incorporated by reference into the Agreement. The Privacy Policy may be amended from time to time in KBF’s sole discretion and without prior notice to Client. Client acknowledges that it has read and understands the Privacy Policy and agrees to the practices described therein. KBF takes reasonable steps to comply with all applicable privacy, cybersecurity, and data protection laws that may apply to personal information and confidential information that we process in the provision of the Services to Client.
KBF and other members of the global KBF network and our respective service providers may utilize information and data obtained in connection with Services, for benchmarking, research, thought leadership and related purposes, and to enhance the services we provide to you and other clients; provided that we do not identify you or any individuals related to you, or otherwise make reference to you, in connection with these matters. In all such matters, we will comply with applicable law and professional obligations.
KBF may utilize machine learning, deep learning, and other artificial intelligence technologies, including generative artificial intelligence, statistical learning algorithms, models (including large language models), neural networks, and other artificial intelligence tools or methodologies (collectively, “AI Technology”) to assist KBF in the performance of Services. Notwithstanding the foregoing, any work product or insights generated by AI Technology for use in Services will be subject to review and professional oversight by qualified personnel.
Record Retention
KBF maintains physical, electronic, and procedural safeguards that comply with professional standards and retains records relating to Services so that KBF is better able to assist Client with its professional needs and, in some cases, to comply with professional guidelines. The working papers and files of KBF are not a substitute for Client’s original records; Client is responsible for maintaining its original records. As a general matter, KBF keeps workpapers relating to the Services KBF provides for 7 years after which time they may be destroyed without notice to Client. KBF will only return documents Client provided relating to the Services upon Client’s written request, subject to any retention obligations under professional guidelines.
Electronic (Email) Communications
During the course of any engagement, KBF may communicate with you or third parties via fax, e-mail or other electronic means, and you hereby consents to the use of such communication methods and acknowledges that the use thereof shall not constitute a breach of any confidentiality obligation. You acknowledge and agree that communication in those mediums contains a risk of misdirected or intercepted communications. We cannot guarantee, and we do not represent or warrant, that such communications will be properly delivered or read only by the addressee. Therefore, we specifically disclaim and waive any liability or responsibility whatsoever for the interception or unintentional disclosure or communication of fax, e-mail or other electronic transmissions, or for the unauthorized use or failed delivery of or such transmissions in connection with the performance of this engagement. In that regard, you agree that we have no liability for any loss, damage, expense, or inconvenience to any person or entity resulting from the use of fax, e-mail or other electronic transmissions.
Third Party Products
We may, from time to time and depending on the circumstances and nature of the Services we are providing, recommend and/or, to the extent set forth in a Project Addendum, resell to you one or more third party applications (including internet-based application providers) (collectively, “Third Party Products”). If applicable, KBF will pass through and make available to Client all warranties, indemnities and support and maintenance terms offered by applicable third party providers in connection with each such Third Party Product (“Third Party Terms”); provided that, subject to the foregoing, KBF shall have no liability in connection with any Third Party Products. You agree to comply with any such Third Party Terms and authorize KBF to integrate and share your information and data with any such Third Party Products; provided that you understand that KBF makes no warranty, expressed or implied, on the security of electronic data transfers.
Fees and Payment Terms
KBF’s fees and terms of payment for specific projects will be outlined in each Project Addendum. These fees will assume that appropriate information and assistance will be provided by Client’s personnel and that the scope and complexity of the project will be consistent with prior discussions between KBF and Client. Unless otherwise set forth in a Project Addendum, Client will pay to KBF all such fees and related expenses owed upon issuance of an invoice pertaining thereto. Any dispute regarding billed amounts must be submitted in writing within 10 days of the invoice date. No amounts may be disputed after that 10 day period. In cases where Client fails to make payment under this Agreement, Client shall bear default interest after the due date at the rate of 18% per year or the highest amount permitted by applicable law (whichever is less), which shall be calculated on a per diem basis of a year of 365 days.
Term and Termination
This Master Agreement shall continue in effect until terminated as set forth herein. This Master Agreement and/or any Project Addendum, if applicable, may be terminated immediately (a) by either party (i) if the other party materially breaches the Agreement and does not cure the breach within 30 days after receiving written notice thereof from the non-breaching party and/or (ii) if no Project Addendum is then in effect; or (b) by KBF if (i) we become aware of any information, including, but not limited to, actual, alleged, or suspected fraud, misconduct, or other noncompliance with laws and regulations, which causes us, in our sole judgment, to have reasonable doubt as to the integrity of you, your management, owners, or those charged with governance; (ii) you fail to provide us with information we request or otherwise cause a substantial delay in the Services; (iii) we are unable to complete the engagement or are unable to form an opinion for reasons beyond our control; or (iv) we are no longer able to satisfy our professional obligations regarding independence or conflicts of interest. Additionally, a particular Project Addendum may be temporarily suspended or terminated by KBF in the event that you fail to pay applicable fees or expenses when due. If our work is suspended or terminated as provided herein, you agree that we will not be responsible for your failure to meet government and other deadlines, for any penalties or interest that may be assessed against you resulting from your failure to meet such deadlines or for any other damages, including consequential damages. Notwithstanding anything to the contrary under the Agreement, our engagement ends upon delivery of the Services for which we have been engaged. If we withdraw or terminate for any reason, you will pay all of our fees for work performed and expenses incurred through the effective date of such withdrawal or termination, unless another payment arrangement is defined in the Agreement. The Confidentiality and Data Protection, Record Retention, Fees and Payment Term, Indemnification, Disclaimer; Limitation of Liability, Mediation/Arbitration; Governing Law; WAIVER OF JURY TRIAL and Miscellaneous terms of this Master Agreement will survive termination or expiration of any Agreement provided that the confidentiality obligations set forth herein will survive for 1 year following the expiration or termination of such Agreement.
Indemnification
You will indemnify and hold harmless KBF, its affiliates, associated entities and subsidiaries, and its and their partners, members, officers, directors, employees, subcontractors and other representatives (the “KBF Indemnitees”), on demand, from and against any and all Losses (as defined below), incurred by any of the KBF Indemnitees, arising from or in connection with, and defend the KBF Indemnitees, from any Claims (as defined below) based on, attributable to or caused by: (a) the reliance on any representations (including financial statements, tax advice, or other advice by the KBF Indemnitees) by anyone not specifically identified in a writing signed or issued by such KBF Indemnitee as someone permitted to rely upon such representations; (b) any inaccurate or false information or other misrepresentation provided by you to any KBF Indemnitee relating to the Services; (c) any misappropriation, fraudulent acts, illegal acts, or any breach of the Agreement, by you, your officers, directors, employees, contractors, agents, or anyone acting on your behalf; or (d) your use of reports or other output of the Services.
As used herein, “Losses” means all judgments, settlements, awards, damages, losses, charges, liabilities, penalties, interest claims (including taxes and interest and penalties incurred) and any other amounts, and all related reasonable costs, expenses and other charges (including all attorneys’ fees and costs of litigation, internal and external investigations, and discovery), however described or denominated.
As used herein, “Claim” means any civil, criminal, administrative, regulatory or investigative action, claim or proceeding commenced or threatened by a third party, including governmental authorities.
Disclaimer; Limitation of Liability
The express warranties set forth in this Agreement are the exclusive warranties offered by KBF and all other conditions and warranties, including, without limitation, any that arise from any course of dealing or course of performance are hereby disclaimed.
IN NO EVENT WILL KBF, ITS AFFILIATES, ASSOCIATED ENTITIES OR SUBSIDIARIES, OR ANY OF ITS OR THEIR PARTNERS, MEMBERS, OFFICERS, DIRECTORS, EMPLOYEES, SUBCONTRACTORS OR OTHER REPRESENTATIVES BE LIABLE FOR ANY OF THE FOLLOWING ARISING OUT OF OR RELATING TO THE AGREEMENT OR THE SERVICES PROVIDED HEREUNDER, REGARDLESS OF THE FORM OF ACTION, WHETHER BASED IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STATUTE, STRICT LIABILITY, OR OTHERWISE: (A) SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES OF ANY NATURE, INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS, REVENUE OR DATA, EVEN IF SUCH DAMAGES WERE FORESEEABLE; OR (B) ANY DAMAGES IN AN AGGREGATE AMOUNT GREATER THAN THE AMOUNT OF FEES ACTUALLY PAID TO KBF WITH RESPECT TO THE INDIVIDUAL SERVICES DIRECTLY RESULTING IN SUCH CLAIM IN THE TWELVE MONTHS PRIOR TO THE DATE THE CLAIM AROSE.
Mediation/Arbitration; Governing Law; WAIVER OF JURY TRIAL
If any dispute arises between Client and KBF, Client and KBF mutually agree first to try in good faith to settle the dispute by mediation administered by the American Arbitration Association under its Accounting and Related Services Arbitration Rules and Mediation Procedures (the “Rules”). All disputes that are unresolved after mediation shall be settled by binding arbitration in accordance with the Rules, and judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The parties shall share the costs of any mediation equally. In any arbitration, the prevailing party shall be entitled to recover from the other party its reasonable attorneys’ fees and costs, together with its share of the arbitrator’s fees and the administrative fees of the American Arbitration Association. The parties shall maintain the confidentiality of the existence, content and result of any mediation or arbitration hereunder. Notwithstanding the foregoing, either party may seek temporary, preliminary or permanent injunctive or other equitable relief from a court of competent jurisdiction, without first submitting the matter to mediation or arbitration and without the requirement of posting a bond, in order to protect its confidential information or intellectual property or to prevent irreparable harm.
This Master Agreement, each Project Addendum, and any dispute, claim or controversy arising out of or relating to the Agreement or the services provided hereunder, whether sounding in contract, tort or otherwise, shall be governed by and construed in accordance with the laws of the State of Oregon, without giving effect to any choice or conflict of law provision that would cause the application of the laws of any other jurisdiction. Subject to the mediation and arbitration provisions set forth above, each party irrevocably consents to the exclusive jurisdiction and venue of the state and federal courts located in Portland, Oregon, and waives any objection based on forum non conveniens. THE PARTIES HEREBY WAIVE THEIR RESPECTIVE RIGHTS TO TRIAL BY JURY.
Miscellaneous
The parties are independent contractors with respect to each other, and nothing in this Agreement shall be construed as creating an employer-employee relationship, a partnership, agency relationship or a joint venture between the parties. Each party will be excused from any delay or failure in performance hereunder, other than the payment of money, caused by reason of any occurrence or contingency beyond its reasonable control, including but not limited to acts of God, earthquake, labor disputes and strikes, riots, war and governmental requirements. The terms of this Agreement shall be binding on the parties, and all successors to the foregoing. Neither party will assign, transfer or delegate its rights or obligations under this Agreement (in whole or in part) without the other party’s prior written consent except pursuant to a transfer of all or substantially all of such party’s business and assets, whether by merger, sale of assets, sale of stock, or otherwise. Any attempted assignment, transfer or delegation in violation of the foregoing shall be null and void. All modifications to or waivers of any terms of this Agreement must be in a writing that is signed by the parties hereto and expressly references this Agreement. In the event that any provision of this Agreement conflicts with governing law or if any provision is held to be null, void or otherwise ineffective or invalid by a court of competent jurisdiction, (a) such provision shall be deemed to be restated to reflect as nearly as possible the original intentions of the parties in accordance with applicable law, and (b) the remaining terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect. No waiver of any breach of any provision of this Agreement shall constitute a waiver of any prior, concurrent or subsequent breach of the same or any other provisions hereof, and no waiver shall be effective unless made in writing and signed by an authorized representative of the waiving party. This Agreement includes any Project Addenda, the terms and conditions governing access and use of the Portal, and all expressly referenced documents. Collectively the foregoing constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements or communications, including, without limitation, any quotations or proposals submitted by KBF. All notices, consents and approvals under this Agreement must be delivered in writing by courier or by certified or registered mail, (postage prepaid and return receipt requested) to the other party at the address set forth within the applicable Project Addendum. Additionally, Client acknowledges that individuals providing Services under the Agreement are employees of KBF or its associated entities. Client shall not offer employment to such individuals. In the event that Client violates this provision during the Agreement or within six months thereafter, Client shall pay to KBF a fee of 30% of initial annual salary offered to the individual by Client.
KBF appreciates the opportunity to be of service to Client. If Client has any questions, please let us know. For Client’s convenience, KBF has enclosed a copy of this Master Agreement that may be signed and returned to KBF signifying the acceptance of the terms outlined above.