Master Services Agreement
This Master Services Agreement (the “MSA”) is the master legal framework governing all engagements between Hipterra, LLC and Client, with project-specific commercial terms set in per-project Order Forms. Complete the party details, review the terms, and sign. You'll preview the full signed document before final submission.
Agreement Details
Key Terms
A plain-language summary. The full, controlling text (Articles 1–22 and Exhibits A–K) is in the agreement PDF.
- Structure (Art. 2) — Master framework; each project runs under a signed Order Form.
- Intellectual Property (Art. 3) — Three tiers; Hipterra IP is a trade secret; Client gets a perpetual internal-use license to Deliverables.
- Royalty (Art. 6–7) — Default 2.0% ORRI on Hipterra-Attributed Wells within the AMI; alternatives available. AMI Term 15 years; obligations run with the land.
- Term (Art. 8) — 3-year initial term, auto-renews yearly; 60 days' notice to not renew.
- Liability (Art. 9) — No indirect damages (carve-outs); Hipterra cap is greater of fees paid, $2,000,000, or E&O limits.
- Governing Law (Art. 21) — Utah law; Salt Lake County venue; jury-trial waiver.
- Signatures (Art. 22.5) — Counterparts and electronic signatures (ESIGN Act) valid.
Signature
By signing, Client executes this MSA as of the Effective Date and agrees to be bound by all Articles and Exhibits.
Hipterra, LLC
Robb Miller, Manager
Countersigned by Hipterra upon receipt.
Client
A copy of the signed MSA will be sent here.
Draw your signature above