Master Services Agreement.

Revision history

Version	Date	Summary of changes
v1.0	2026-05-09	Attorney-reviewed release. Consolidated all draft revisions: documentation-judgment framing, GitHub access scope with Customer warranties, sole-and-exclusive remedies, residual-knowledge clause, five-year confidentiality with indefinite trade-secret protection, one-year limitation period, class-action and jury-trial waivers, subcontractor authorization, and no-third-party-beneficiaries section.
v0.3-draft	2026-05-09	Pre-release draft with section renumbering and structural tightening.
v0.2-draft	2026-05-09	Pre-release draft incorporating counsel feedback.
v0.1-draft	2026-05-07	Initial draft.

This Master Services Agreement (the "Agreement") is entered into between Aliso LLC, a California limited liability company doing business as R&D Binder ("R&D Binder", "we", "us", or "our"), and the customer identified in the order form (the "Customer", "you", or "your"). The Agreement is effective on the date Customer completes the order-form click-wrap acceptance and pays the engagement fee via Stripe Checkout (the "Effective Date").

1. Definitions

Binder means the annual Section 41 documentation deliverable described in Section 2, including the PDF binder, the Qualified Research Expense (QRE) workpaper, and the Form 6765 Section G appendix.

Engagement means a single tax-year binder ordered by Customer at a single tier, plus any add-ons selected at the time of order.

Engagement Fee means the flat-fee amount paid by Customer at order time, as listed on https://rdbinder.com/pricing.

Customer Inputs means the data Customer provides to enable Binder production: GitHub App installation, payroll register, contractor invoices, optional cloud-compute and supplies summaries, engineering org chart with US-resident versus non-US-resident designations, and CPA contact information.

Tier means the Indie, SaaS Standard, or Scale binder tier as published on the pricing page at the time of order.

Eligible Tax Year means a US federal tax year (a) for which the original return has not yet been filed, or (b) for which an amended return is permitted under the IRS statute of limitations applicable to a research-credit claim. R&D Binder produces Binders only for Eligible Tax Years. Engagements ordered for ineligible tax years will be flagged on intake and refunded under Section 6.

R&D Binder Quality Standards means R&D Binder's then-current internal documentation methodology, including the four-part-test rubric, evidence-citation conventions, foreign-research carve-out logic, and Section G appendix mapping, applied with commercially reasonable documentation judgment. Customer acknowledges that "documentation judgment" as used here refers to operational decisions about how to organize and present factual evidence, and is not a representation that R&D Binder is providing tax, accounting, or legal advice (see Section 10).

2. Engagement and Services

R&D Binder will produce a Binder for Customer for the tax year identified in the order form, scoped to the Tier purchased. The Binder consists of three deliverables: (a) a PDF binder containing per-business-component four-part-test analysis under IRC Section 41(d)(1) with cited evidence; (b) a QRE workpaper allocating wages, supplies, computer rental, and contract research at the Section 41(b)(3) 65 percent applied amount; and (c) a Form 6765 Section G appendix mapped to the December 2025 IRS layout.

Standard turnaround is two to three weeks from the date Customer completes the post-payment intake (Section 3). Scale-tier engagements may take three to four weeks. The turnaround clock pauses while waiting for Customer Inputs or Customer review.

3. Customer Obligations

Customer agrees to provide the following Customer Inputs within fourteen (14) days of payment:

1. Read-only OAuth installation of the R&D Binder GitHub App on the specific repositories Customer selects within Customer's engineering organization. The OAuth installation requests no write, admin, or destructive scopes. Customer may revoke the installation at any time through GitHub; revocation after delivery does not affect Customer's right to use the Binder. Retention and deletion of repository data accessed through the installation are governed by the Data Processing Agreement;
2. Payroll register for the qualifying tax year, in CSV or PDF, showing employee name, role, dates, and total annual fully-loaded compensation;
3. Contractor invoices or 1099 summary for engineering contractors active during the qualifying year;
4. Optional cloud-compute and supplies cost summary for the qualifying year;
5. Engineering org chart designating each engineer or contractor as US-resident or non-US-resident, for foreign-research carve-out compliance under Treas. Reg. 1.41-4(c)(7);
6. Customer's CPA contact information so we can answer the CPA's review questions directly.

Customer represents and warrants that, with respect to all Customer Inputs:

• Customer Inputs are accurate to the best of Customer's knowledge;
• Customer has all rights and authority necessary to provide the Customer Inputs to R&D Binder for the purposes of this Agreement, including any rights required under employment, payroll, contractor, and privacy laws;
• Customer Inputs do not include export-controlled technical data or material subject to US export-control restrictions, classified information, or material subject to third-party non-disclosure obligations that would be breached by sharing the data with R&D Binder;
• Customer is not on, and is not located in a country subject to, any US government list of restricted parties or sanctioned jurisdictions; and
• Customer's use of the Services and the Binder will comply with applicable law.

R&D Binder is not responsible for errors in the Binder that result from inaccurate or incomplete Customer Inputs or from breach of the warranties above.

Designated contact and ongoing cooperation. Customer will identify, in the post-payment intake, a single primary contact authorized to make engagement decisions, respond to R&D Binder's questions, and approve revision rounds. Customer will respond to R&D Binder's clarification requests within five (5) business days during an active Engagement. Material delays in Customer responsiveness pause the turnaround clock in Section 2 and may, at R&D Binder's reasonable discretion, extend the Engagement schedule by a corresponding period.

4. Fees and Payment

The Engagement Fee is the flat amount listed on the pricing page at the time of order, plus any add-on fees selected at order. Payment is made in full at order time via Stripe Checkout. There is no recurring subscription. Annual renewals are separate Engagements at the renewal-discount rate stated on the pricing page.

R&D Binder may revise pricing for future Engagements at any time. Pricing in effect at the time Customer's order form is submitted controls the current Engagement.

5. Acceptance and Revisions

R&D Binder will deliver a draft Binder for Customer review approximately seven (7) business days before final delivery. Customer may request revisions, scoped to corrections, additions, and clarifications consistent with the Tier purchased. The Tier determines the number of revision rounds included (Indie: one round; SaaS Standard: two rounds; Scale: three rounds). Out-of-scope additions, including new business components added after the scope-confirmation call, are scope-change items billed separately.

Customer is deemed to have accepted the Binder fourteen (14) calendar days after final delivery if no further revision request has been received. R&D Binder will send a written reminder to Customer's designated contact at least five (5) business days before the deemed-acceptance date. After acceptance, the Engagement is closed.

6. Refunds

Refunds are limited to one scenario: if, after payment, R&D Binder determines that Customer Inputs cannot produce a Binder meeting R&D Binder's quality standards, R&D Binder will refund the Engagement Fee in full and terminate the Engagement.

Refunds are not available for: the credit Customer's CPA chooses to claim or not claim on the return; the return position Customer's CPA takes; post-delivery dissatisfaction with Binder content that meets the R&D Binder Quality Standards; Customer's change of mind; or any matter relating to Customer's tax filing.

Sole and exclusive remedies. A refund under this Section is Customer's sole and exclusive remedy in the refund-eligible scenario described in the first paragraph of this Section. The revision rounds described in Section 5 are Customer's sole and exclusive remedy for in-scope defects, errors, or omissions in the Binder. Nothing in this Section limits Customer's remedies for R&D Binder's gross negligence, willful misconduct, or fraud, or any other liability that cannot be excluded under applicable law.

7. Intellectual Property

The completed Binder, QRE workpaper, and Section G appendix are owned by Customer upon final delivery. Customer may share these deliverables with Customer's CPA, tax counsel, the IRS, and Customer's officers, employees, and advisors, without restriction.

R&D Binder retains ownership of the rendering pipeline, rubric files, software code, templates, and the general-purpose documentation methodology developed and used in producing the Binder. R&D Binder's retained methodology does not include, and R&D Binder will not use or distribute, Customer's confidential information, Customer Inputs, customer-specific analyses, or any output that identifies Customer or Customer's business components. R&D Binder personnel may retain general skills, know-how, and residual knowledge incidentally retained in unaided memory from the Engagement, provided that such residual knowledge does not include Customer Inputs or Customer-specific analyses. R&D Binder may use anonymized aggregate metrics from the Engagement (for example, average commit count per business component) for product improvement, without identifying Customer.

8. Confidentiality

Each party agrees to keep confidential all non-public information received from the other party in connection with the Engagement ("Confidential Information"), except as required for: (a) producing the Binder; (b) Customer's tax filing and audit defense; (c) compliance with applicable law; or (d) enforcement of this Agreement. Confidentiality obligations under this Section survive termination of the Engagement for five (5) years, except that information that qualifies as a trade secret under applicable law remains protected for as long as it qualifies as a trade secret.

Customer Inputs containing personal information of Customer's employees, contractors, or customers are subject to the separate Data Processing Agreement, incorporated into this Agreement by reference.

9. Independent Contractor Status

R&D Binder performs the Services as an independent contractor. Nothing in this Agreement creates an employer-employee, partnership, joint venture, agency, or fiduciary relationship between the parties. Neither party may bind the other.

10. Treasury Circular 230 Disclosure; Doc-Only Scope

R&D Binder is a documentation service. R&D Binder is not a Certified Public Accountant firm, an enrolled agent, an attorney, or a tax preparer. R&D Binder does not prepare or sign any tax return, including IRS Form 6765. Customer's CPA-of-record carries IRS-side preparer responsibility under Treasury Circular 230 Section 10.7.

R&D Binder does not provide tax advice, legal advice, or accounting advice. The Binder is a factual workpaper. Decisions about return positions, method-of-accounting elections, the credit amount claimed, the Section 41(h) payroll-tax-offset election, the Section 174A treatment of domestic versus foreign research expenditures, and any other tax-position matter are made by Customer in consultation with Customer's own tax advisors.

R&D Binder does not represent Customer before the IRS. If the IRS opens an Information Document Request (IDR) on a return that included the Binder, audit-defense engagement is available as a separate scope through R&D Binder's partner CPA firm; R&D Binder's role under any audit-defense engagement is limited to factual support about how the Binder was constructed.

11. Representations and Warranties

R&D Binder represents and warrants that the Binder will be produced in good faith, will follow the R&D Binder Quality Standards (as defined in Section 1), and will generally cite primary-source legal authority where R&D Binder's documented methodology calls for such a citation.

R&D Binder makes no warranty that the credit claimed by Customer's CPA on the basis of the Binder will be allowed, sustained on examination, or in any way result in a particular tax outcome. The credit outcome depends on Customer's facts, the position Customer's CPA elects to take, and the IRS's exercise of discretion, all of which are outside R&D Binder's control.

EXCEPT AS EXPRESSLY STATED IN THIS SECTION, THE BINDER IS PROVIDED "AS IS" AND R&D BINDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

12. Limitation of Liability

R&D Binder's aggregate liability under this Agreement for any claim is capped at the Engagement Fee Customer actually paid for the current Engagement.

Neither party is liable for indirect, consequential, incidental, special, or punitive damages, including lost profits, lost savings, lost tax credits, or business interruption, even if advised of the possibility of such damages.

The limitations in this Section apply to the maximum extent permitted by California law and to all claims, whether in contract, tort, statute, or otherwise.

Limitation period. Except for claims for non-payment of fees or for infringement of intellectual property, any claim arising out of or relating to this Agreement must be brought within one (1) year after the claim accrues, or it is permanently barred.

13. Indemnification

Customer will defend, indemnify, and hold R&D Binder harmless from third-party claims to the extent arising from: (a) Customer's misrepresentation, inaccuracy, or omission in Customer Inputs; (b) Customer's unlawful use of the Binder or other Deliverables; (c) Customer's breach of this Agreement; or (d) tax positions taken by Customer or Customer's CPA on a return that includes or relies on the Binder. For clarity, this indemnity does not require Customer to indemnify R&D Binder for the ordinary outcome of an IRS examination of Customer's return where the Binder was produced in accordance with the R&D Binder Quality Standards.

R&D Binder will defend, indemnify, and hold Customer harmless from third-party claims alleging that the Binder, as delivered, infringes a third party's intellectual property rights, but only to the extent the alleged infringement does not result from Customer Inputs or Customer's use.

The indemnified party will (i) promptly notify the indemnifying party of the claim, (ii) give the indemnifying party sole control of the defense and settlement (provided no settlement may impose non-monetary obligations on the indemnified party without its consent), and (iii) provide reasonable cooperation at the indemnifying party's expense.

14. Insurance

R&D Binder maintains Errors and Omissions insurance covering the documentation work performed under this Agreement. The policy limit, carrier, and coverage details are available to Customer on request.

15. Term and Termination

This Agreement begins on the Effective Date and continues until the Binder is delivered and accepted under Section 5, or until terminated under this Section.

Either party may terminate the Agreement for material breach by the other party that remains uncured for thirty (30) days after written notice.

R&D Binder may terminate the Agreement under Section 6 if Customer Inputs cannot produce a Binder meeting our quality standards; in that case the Engagement Fee is refunded in full.

Sections 6 (Refunds), 7 (Intellectual Property), 8 (Confidentiality), 10 (Circular 230 Disclosure; Doc-Only Scope), 11 (Representations and Warranties), 12 (Limitation of Liability), 13 (Indemnification), 16 (Subcontractors and Affiliates), 17 (No Third-Party Beneficiaries; No Reliance), 20 (Governing Law), and 21 (Dispute Resolution) survive termination.

16. Subcontractors and Affiliates

R&D Binder may engage subcontractors and affiliates (including R&D Binder's partner CPA firm for audit-defense engagements and the Sub-processors disclosed in the Data Processing Agreement) to perform portions of the Services. R&D Binder remains responsible to Customer for the Services performed by its subcontractors and affiliates as if performed by R&D Binder directly.

17. No Third-Party Beneficiaries; No Reliance

This Agreement is solely for the benefit of Customer and R&D Binder. No other person or entity, including without limitation Customer's CPA, tax preparer, attorneys, advisors, employees, contractors, lenders, investors, or acquirers, is a third-party beneficiary of this Agreement or has any right to enforce it.

The Binder is delivered for Customer's use as described in Section 7. R&D Binder owes no duty of care, no warranty, and no liability to any person or entity other than Customer with respect to the Binder. Customer's CPA and other tax advisors are independently responsible for any tax positions, return preparation, and professional opinions they render based on or referencing the Binder.

18. Assignment

Neither party may assign this Agreement without the other party's prior written consent, except that either party may assign the Agreement to an acquirer of substantially all of its assets or equity, on written notice to the other party.

19. Force Majeure; Third-Party Service Outages

Neither party is liable for delay or failure to perform caused by events beyond its reasonable control, including acts of government, power outages, natural disasters, internet or third-party-service outages, or pandemic-related restrictions. The affected party will notify the other party promptly and resume performance as soon as practicable. Customer's payment obligations under Section 4 are not excused by force majeure.

R&D Binder is not responsible for interruptions, errors, or unavailability of third-party platforms it depends on (including GitHub, Cloudflare, Stripe, and the email and hosting providers disclosed in the Data Processing Agreement). Delays attributable to those third-party platforms pause the turnaround clock in Section 2 and do not constitute a breach of this Agreement.

20. Governing Law

This Agreement is governed by the laws of the State of California, without regard to conflict-of-laws principles. The parties consent to the exclusive jurisdiction of the state and federal courts located in Orange County, California for any matter not subject to arbitration under Section 21.

21. Dispute Resolution; Class-Action and Jury-Trial Waivers

The parties will attempt to resolve any dispute arising under this Agreement through good-faith negotiation for thirty (30) days. If negotiation fails, the dispute will be resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, in Orange County, California, before a single arbitrator. The arbitrator will allocate fees and costs as provided by those Rules and as required by applicable law.

Class-action waiver. Each party agrees that disputes will be brought only on an individual basis. Neither party may bring a claim as a plaintiff or class member in any class, collective, or representative proceeding, and the arbitrator may not consolidate or hear claims of more than one party.

Jury-trial waiver. To the maximum extent permitted by applicable law, each party waives any right to a trial by jury in any matter arising out of or relating to this Agreement.

Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in court for breach of confidentiality (Section 8) or infringement of intellectual property (Section 7) without first arbitrating, and either party may bring an individual claim in small-claims court if the claim qualifies under that court's rules.

22. Notices

Notices to R&D Binder are sent to hello@rdbinder.com. Notices to Customer are sent to the email address provided in the order form. Notices are effective on transmission, except notices of breach (Section 15) and termination (Section 15) which are also effective by certified mail to the registered office of the receiving party.

23. Severability

If any provision of this Agreement is held unenforceable, the remaining provisions remain in effect. The unenforceable provision will be modified to the minimum extent necessary to make it enforceable consistent with the parties' intent.

24. Entire Agreement; Amendment; No Waiver

This Agreement, together with the Data Processing Agreement, the Terms of Service, the Privacy Policy, and the order form completed by Customer, is the entire agreement between the parties for the Engagement, and supersedes all prior or contemporaneous understandings.

Amendments to this Agreement must be in writing and accepted by both parties. A waiver of any provision in one instance is not a waiver of that provision in any other instance.

25. Acceptance

Customer accepts this Agreement by checking the click-wrap box on the order form and submitting the order. R&D Binder records the acceptance with timestamp, IP address, user-agent string, customer identifier, and the version numbers of this Agreement, the Data Processing Agreement, the Terms of Service, and the Privacy Policy in effect at the time of acceptance. The acceptance log is the legal record of execution.