— LEGAL

Master Pilot Agreement

Effective date: May 2026 · PV Startup Studio S.A.P.I. de C.V. (“NextForge”) · Governing law: Mexico

1. Parties and Definitions

This Master Pilot Agreement (“Agreement”) is entered into between PV Startup Studio S.A.P.I. de C.V., a company incorporated under the laws of Mexico (“NextForge,” “Platform,” or “we”), and the corporate entity and/or startup that executes a Pilot Order Form referencing this Agreement (each, a “Party,” collectively the “Parties”).

Definitions:

“Startup” means a technology company listed on the NextForge platform that offers products or services to Corporations through Pilot Engagements.
“Corporation” means an enterprise customer that discovers and engages Startups through the NextForge platform.
“Pilot Engagement” means a time-bounded (30, 60, or 90-day) commercial test between a Corporation and a Startup, governed by this Agreement and a mutually executed Order Form.
“Order Form” means the written document, electronic form, or in-platform confirmation that specifies the Startup, Corporation, pilot scope, pricing, and duration for a specific Pilot Engagement.
“Deliverables” means any software, reports, data analyses, or other outputs produced by the Startup during the Pilot Engagement as specified in the Order Form.
“Confidential Information” means any non-public information disclosed by one Party to the other in connection with a Pilot Engagement, whether oral, written, or digital.

2. Scope and Purpose

NextForge operates an open innovation platform that connects Corporations with curated Latam technology startups for structured 90-day pilot programs. This Agreement establishes the standard legal framework governing all Pilot Engagements conducted through the platform. The Parties agree that:

Each Pilot Engagement is governed by this Agreement plus the specific Order Form executed for that engagement.
This Agreement supersedes any prior verbal or written understandings relating to a Pilot Engagement.
In the event of a conflict between this Agreement and an Order Form, the Order Form shall control with respect to commercial terms only; all other terms are governed by this Agreement.
This Agreement does not create an exclusive relationship between any Startup and any Corporation, nor does it obligate either Party to enter into additional agreements after the pilot period concludes.

3. Pilot Engagement Structure

Each Pilot Engagement shall proceed as follows:

Order Form Execution. The Corporation selects a Startup and pilot scope through the NextForge platform. Upon both Parties confirming the Order Form (electronically or in writing), the Pilot Engagement begins.
Pilot Period. The pilot runs for the duration specified in the Order Form (typically 30, 60, or 90 days from the start date).
Milestones and Scorecards. NextForge generates automated 30/60/90-day scorecards measuring agreed KPIs. Both Parties receive copies via the platform dashboard.
Sovereign Sandbox. Where the Order Form specifies a Sovereign Sandbox environment, the Startup shall operate in an isolated instance. Corporation data shall not be processed outside the designated environment.
Conversion Window. Within 14 days of pilot completion, the Corporation may elect to convert to an annual agreement with the Startup at the terms specified in the Order Form. Failure to convert within this window releases both Parties from any conversion obligation.

4. Startup Obligations

The Startup agrees to:

Deliver the product, services, or Deliverables described in the Order Form within the agreed timeline and quality standards.
Assign a named implementation contact who will be available to the Corporation during business hours (Monday–Friday, excluding Mexican national holidays) throughout the Pilot Engagement.
Maintain the LLM Privacy Tier attested on the NextForge platform (Tier 1: Public Data, Tier 2: Internal Data, or Tier 3: Regulated Data) for all data handling during the pilot.
Not use Corporation data for model training, product improvement, or any purpose other than delivering the agreed Deliverables, without the Corporation’s explicit written consent.
Provide the Corporation with reasonable technical support during the pilot period at no additional charge.
Promptly notify NextForge and the Corporation of any security incident, data breach, or material change in service availability that affects the Pilot Engagement.
Maintain professional liability insurance appropriate to the scope of the Pilot Engagement throughout its duration.

5. Corporation Obligations

The Corporation agrees to:

Designate a named internal champion who will coordinate the Pilot Engagement, attend scheduled check-ins, and provide feedback through the NextForge scorecard system.
Provide the Startup with timely access to data, systems, and personnel necessary for the Startup to perform its obligations under the Order Form.
Pay the pilot fee specified in the Order Form within the payment terms stated therein. All fees are non-refundable except as expressly stated in Section 9 (Termination).
Not engage the Startup directly outside the NextForge platform for services substantially similar to the Pilot Engagement for a period of twelve (12) months following the conclusion of the Pilot Engagement, unless NextForge has been paid its platform commission as specified in the Order Form.
Participate in the scorecard and feedback process in good faith to enable meaningful evaluation of the Pilot Engagement outcomes.

6. Intellectual Property

6.1 Startup IP. All intellectual property, software, models, algorithms, methodologies, and know-how owned by the Startup prior to or independently of the Pilot Engagement (“Startup Background IP”) remains the exclusive property of the Startup. Corporation acquires no ownership rights in Startup Background IP.

6.2 Corporation Data. All data provided by the Corporation to the Startup during the Pilot Engagement remains the exclusive property of the Corporation. The Startup receives a limited, non-exclusive license to use Corporation data solely for the purpose of delivering the Deliverables.

6.3 Deliverables. Unless the Order Form expressly states otherwise, Deliverables produced specifically for the Corporation during the Pilot Engagement shall be jointly owned by the Startup and the Corporation, with each Party having the right to use such Deliverables without accounting to the other.

6.4 Feedback. Any feedback, suggestions, or improvement ideas provided by the Corporation to the Startup during the Pilot Engagement may be freely used by the Startup to improve its products without any obligation to the Corporation.

7. Confidentiality

7.1 Obligations. Each Party agrees to: (a) hold the other Party’s Confidential Information in strict confidence; (b) not disclose Confidential Information to any third party without the disclosing Party’s prior written consent; and (c) use Confidential Information only for the purposes of the Pilot Engagement.

7.2 Exceptions. Confidentiality obligations do not apply to information that: (a) is or becomes publicly known through no breach of this Agreement; (b) was known to the receiving Party prior to disclosure; (c) is independently developed by the receiving Party without use of Confidential Information; or (d) is required to be disclosed by law or court order, provided the receiving Party gives prompt written notice to the disclosing Party.

7.3 Duration. Confidentiality obligations survive termination of this Agreement for a period of three (3) years.

7.4 NextForge Platform Data. NextForge may use aggregated, anonymized pilot performance data to improve the platform, generate benchmarking reports, and publish market insights. No individual company or pilot data shall be identified in such publications without consent.

8. Fees, Payment, and Platform Commission

8.1 Pilot Fee. The Corporation shall pay the Startup the pilot fee specified in the Order Form. Payment methods accepted include credit card, wire transfer, and invoice, as indicated on the platform.

8.2 Platform Commission. NextForge charges a platform commission on all Pilot Engagements, as specified in the applicable Order Form or pricing schedule. This commission is collected by NextForge at the time of Order Form execution.

8.3 Cohort Discount. Where five or more Corporations pilot the same Startup in the same 90-day window (a “Cohort Pilot”), each Corporation may receive the cohort discount specified on the platform at the time of enrollment.

8.4 Late Payment. Invoices unpaid after 30 days accrue interest at 2% per month (or the maximum rate permitted by applicable law, whichever is lower).

8.5 Taxes. All fees are exclusive of applicable taxes. Each Party is responsible for taxes imposed on its own income, gross receipts, or property. Value Added Tax (IVA) shall be added where applicable under Mexican law.

9. Term and Termination

9.1 Term. This Agreement commences on the date the first Order Form is executed and continues until all Pilot Engagements have concluded, unless earlier terminated as provided herein.

9.2 Termination for Cause. Either Party may terminate a specific Pilot Engagement immediately upon written notice if the other Party materially breaches this Agreement and fails to cure such breach within 10 business days of receiving written notice.

9.3 Termination for Convenience. A Corporation may terminate a Pilot Engagement for convenience with 5 business days’ notice. In such case, no refund is owed for pilot fees already paid. The Startup shall deliver any completed Deliverables as of the termination date.

9.4 Effect of Termination. Upon termination: (a) all licenses granted herein terminate; (b) each Party shall promptly return or destroy the other’s Confidential Information upon request; (c) the Corporation’s obligation to pay fees accrued prior to termination survives; and (d) Sections 6, 7, 10, 11, and 12 survive termination.

10. Warranties and Representations

Each Party represents and warrants that: (a) it has full legal authority to enter into this Agreement; (b) performance of its obligations under this Agreement does not violate any applicable law or third-party agreement; and (c) the individuals executing this Agreement have the authority to bind the respective entity.

The Startup additionally warrants that: (a) its product does not infringe any third-party intellectual property rights; (b) it holds all licenses required to offer the product for commercial use; and (c) it will perform the Pilot Engagement in a professional and workmanlike manner consistent with industry standards.

DISCLAIMER. Except as expressly stated in this Agreement, neither Party makes any warranty, express or implied, including implied warranties of merchantability, fitness for a particular purpose, or non-infringement. The NextForge platform is provided “as is.”

11. Limitation of Liability

11.1 Cap. Each Party’s aggregate liability to the other arising out of or related to a Pilot Engagement shall not exceed the total pilot fees paid or payable under the applicable Order Form during the twelve (12) months preceding the claim.

11.2 Exclusions. In no event shall either Party be liable for any indirect, incidental, special, consequential, or punitive damages, including lost profits, loss of data, or business interruption, even if advised of the possibility of such damages.

11.3 Exceptions. The limitations in this Section do not apply to: (a) breaches of confidentiality obligations; (b) a Party’s indemnification obligations; or (c) damages resulting from fraud, gross negligence, or willful misconduct.

12. General Provisions

12.1 Governing Law. This Agreement is governed by the federal laws of the United Mexican States, without regard to conflict of law principles. Any dispute arising under this Agreement that the Parties cannot resolve informally shall be submitted to the exclusive jurisdiction of the competent courts in Mexico City, Mexico.

12.2 Dispute Resolution. Before initiating legal proceedings, the Parties agree to first attempt resolution through good-faith negotiation for a period of 30 days following written notice of a dispute.

12.3 Entire Agreement. This Agreement, together with all executed Order Forms, constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior discussions, negotiations, and agreements.

12.4 Amendments. NextForge may update this Agreement from time to time. Corporations and Startups will receive 30 days’ notice of material changes. Continued use of the platform after the effective date of changes constitutes acceptance.

12.5 Assignment. Neither Party may assign this Agreement without the other Party’s written consent, except that either Party may assign to an affiliate or in connection with a merger or acquisition of substantially all its assets.

12.6 Severability. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions continue in full force and effect.

12.7 Notices. All notices must be in writing, delivered via email to the addresses specified in the Order Form, or via the NextForge platform messaging system. Notices are effective upon delivery.

12.8 No Waiver. Failure to enforce any provision of this Agreement shall not constitute a waiver of that provision or any other provision.

Questions about this Agreement? Contact our team.