Acoustic Model Document Template

ACOUSTIC MODEL DOCUMENT TEMPLATE

This Acoustic Model Agreement (the Agreement) is made effective as of Effective Date: , by and between Client Name: ("Client") and Provider Name: ("Provider").

RECITALS

WHEREAS, Provider has developed and maintains certain acoustic models, associated training data, feature extraction pipelines, configuration files, and related documentation and tooling (collectively, the Acoustic Model), identified as Acoustic Model Name: ; and

WHEREAS, Client desires to license and/or retain Provider to deliver and integrate the Acoustic Model for the Permitted Use described below, and Provider is willing to deliver the Acoustic Model and provide related services under the terms set forth in this Agreement; and

WHEREAS, the parties intend by this Agreement to specify the scope, payment, confidentiality, ownership, and other material obligations governing the relationship between Client and Provider.

SCOPE OF WORK

PAYMENT TERMS

Client shall pay Provider total Fees in the amount of $ USD for the Services and Deliverables described above. Payment shall be due as follows:

Late payments shall accrue interest at a rate of on outstanding balances, or the maximum rate permitted by law, whichever is lower. All amounts are exclusive of taxes; Client is responsible for any taxes applicable to payments.

TERM AND TERMINATION

This Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon providing written notice at least days prior to termination. Either party may terminate for material breach if the breaching party fails to cure such breach within days after receiving written notice of the breach.

Upon termination, Client shall pay Provider for all Services performed and expenses incurred through the effective date of termination. Provider shall deliver to Client any work product for which Client has paid.

CONFIDENTIALITY

"Confidential Information" means nonpublic information disclosed by a party that is marked confidential or should reasonably be understood to be confidential given its nature. Each party shall (a) protect the other party's Confidential Information using at least the same degree of care it uses to protect its own confidential information but no less than reasonable care; (b) not use Confidential Information except to perform its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to employees, contractors, or advisors who have a need to know and who are bound by confidentiality obligations no less protective than those in this Agreement.

The obligations in this Section shall survive termination for a period of years, except that trade secrets shall be protected for so long as they remain trade secrets under applicable law.

OWNERSHIP, LICENSE, AND USE

Provider retains all right, title and interest, including intellectual property rights, in and to the Acoustic Model and any underlying training data, code, and methodologies, whether created prior to or during the Term, except as expressly granted to Client below.

Subject to Client's timely payment of all Fees and compliance with this Agreement, Provider grants Client a Non-exclusive Exclusive Restricted license to use the Acoustic Model solely for the Permitted Use described as:

Except for the license expressly granted, Client shall not copy, modify, create derivative works, sublicense, sell, rent, or distribute the Acoustic Model. Any permitted sublicensing or assignment requires Provider's prior written consent.

REPRESENTATIONS, WARRANTIES, AND DISCLAIMERS

Each party represents that it has the full power and authority to enter into this Agreement. Provider warrants that, to the best of its knowledge, the Acoustic Model does not infringe any third party intellectual property rights and will materially conform to the acceptance criteria set forth in this Agreement for a period of days following acceptance.

EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE ACOUSTIC MODEL IS PROVIDED "AS IS" AND PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

LIMITATION OF LIABILITY AND INDEMNIFICATION

NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES ARISING OUT OF THIS AGREEMENT, INCLUDING LOSS OF PROFITS OR DATA, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

PROVIDER'S AGGREGATE LIABILITY FOR CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE GREATER OF (A) THE AMOUNT PAID BY CLIENT TO PROVIDER UNDER THIS AGREEMENT IN THE SIX (6) MONTHS PRECEDING THE CLAIM, OR (B) $.

Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims arising from the indemnifying party's breach of this Agreement, willful misconduct, or violation of applicable law. The indemnified party shall provide prompt written notice of any claim, and indemnifying party shall have the right to control the defense and settlement of such claim, provided that the indemnifying party may not settle any claim that imposes an obligation on the indemnified party without the indemnified party's prior written consent.

DATA PROTECTION AND PRIVACY

Where training data or production data includes personal data, the parties shall comply with applicable data protection laws. Provider shall implement reasonable technical and organizational measures to protect any personal data processed on behalf of Client. Any processing of personal data shall be limited to the purposes necessary to perform the Services and subject to the parties' documented instructions.

NOTICES

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of law principles. The parties shall attempt in good faith to resolve disputes amicably; if unresolved, disputes shall be resolved in the courts located in the county of the governing state specified above.

MISCELLANEOUS

This Agreement, together with any attachments or statements of work expressly incorporated herein, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements and understandings. No amendment or waiver of any provision of this Agreement will be effective unless in a writing signed by both parties.

If any provision of this Agreement is held to be invalid or unenforceable, the remainder of the Agreement shall continue in full force and effect. The failure of either party to enforce any right under this Agreement shall not constitute a waiver of future enforcement of that or any other right.

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