The key clauses, plain-language.
This is the outline, not the final document. Every client gets a full redlineable MSA during procurement. No surprises.
What you get: Software built for your business, owned by your business.
What you pay: A flat monthly fee — no per-seat charges, no surprise invoices.
What happens if you leave: You get everything. Code, database, infrastructure config. Sixty days of transition help if you want it.
What we ask in return: Treat us like a partner. Give us the business context we need to build the right things.
Twelve-month initial term. Auto-renewal for twelve months unless terminated with sixty days' notice. Monthly fee billed Net-15, first month upfront.
Starter tier: up to four custom applications per annual term, plus unlimited minor modifications to existing applications. Hosting, monitoring and backups for every application built during the term. 99.5% uptime SLA; one month-fee credit per 0.5% miss.
"All source code, database schemas and application configurations developed for Client under this Agreement (the 'Client Applications') are the sole and exclusive property of Client upon payment of the corresponding monthly fee. Clearloom retains a non-exclusive, perpetual, royalty-free license to use reusable patterns, libraries, components and templates developed in the course of the engagement, provided such reuse does not include Client Confidential Information."
On termination, Client receives within thirty days: full git repository with complete commit history, database snapshots (latest plus last thirty daily backups), infrastructure-as-code configs, hosting transfer instructions, and two hours of named-engineer handover. Optional sixty-day extended transition at 50% of monthly fee.
Mutual NDA baked in. Client data never used to train third-party AI models without explicit written consent. DPA addendum available for PII processing.
Explicit acknowledgement that AI coding tools are used. Every line of production code is reviewed by a named human senior engineer before deployment. Clearloom indemnifies against IP claims caused by AI-generated code, capped at 12× monthly fee.
Baseline: SSL, SSO option, audit logs, encrypted backups, infrastructure in Client's region (US-default). Higher tiers: SOC2-aligned practices, penetration test cooperation, BAA available. Security incident notice within 48 hours of discovery.
No fixed-scope promises within a month — best-efforts velocity. One product per quarter is a target, not a guarantee (miss carries a month-fee credit). Full OS migrations, blockchain work, and custom ML training require SOW addendum.
For cause: thirty-day cure period; non-cure = pro-rata refund plus transition. For convenience by Client: honor remaining term, or pay 50% of remaining months to exit early. For convenience by Clearloom: 90-day notice plus free transition.
Mutual indemnity on standard claims (IP, gross negligence, willful misconduct). Cap on liability: twelve months of fees paid.
Delaware law. Binding arbitration (AAA) for disputes under $100k; courts for larger.
We send the full MSA at the proposal stage. Your legal team is welcome to redline it — most changes get accepted in under a week.
Request the full MSA →