MSP Partnership Agreement

1. Parties

Scale Growth Advisors (“Scale Growth”): software, deployment, L3 support.
Managed Service Provider (“MSP”), client relationship, optional hardware supply & management.

2. Joint client relationship

Each end customer remains the MSP’s client. Scale Growth supports the SARAH AI Suite platform (Omega Revenue Engine, SARAH, SOPHIA). This is a joint client relationship, also described as a collaborative AI solution for the client.

Standard confidentiality and intellectual property protection apply to both parties.

3. Two deployment paths (per deal)

Path A, MSP supplies hardware: MSP procures approved server hardware for the end client (using MSP vendor relationships). MSP manages hardware lifecycle. Scale Growth delivers software license, deployment, upgrades, and software support for the contract term (typically 36 months). Economics: indicative split on Omega Mini, ~$200K gross profit on hardware (MSP margin), ~$300K software & services to Scale Growth on $500K Mini.

Path B, Scale Growth supplies bundle: Scale Growth supplies hardware and software. MSP receives referral fee (typically 10% of total contract value). Scale Growth manages hardware and software for the term.

4. Tier reference (indicative)

• Omega Mini: ~$500K · Referral ~$50K
• Omega Pro: ~$4M–$5M (HGX B300) · Referral ~$400K
• Omega Enterprise: ~$6M+ · Referral ~$600K

Exact statements of work and pricing confirmed per client SOW. See live pricing for hosted and on-prem tiers. Hosted two-seat programs are out of scope for this MSP agreement.

5. Support responsibilities

Software: Scale Growth supports SARAH / Omega / SOPHIA for the life of the platform under active contract.
Hardware: If MSP supplies hardware (Path A), MSP supports hardware. If Scale Growth supplies (Path B), Scale Growth supports hardware.

6. Customization

Client-specific customization (e.g. $10K–$20K SOW items) may be quoted separately. Customization fees cover workmanship; rev-share on customization is not assumed unless written in SOW.

7. Term & governing law

Per executed SOW. Governed by the jurisdiction specified in the master services agreement between parties.