Advanced Reasoning Technology Document

ADVANCED REASONING TECHNOLOGY DOCUMENT

This Advanced Reasoning Technology Document (the "Agreement") is made effective as of Effective Date: by and between Provider Name: with principal address , and Client Name: with principal address .

RECITALS

WHEREAS, Provider develops, maintains, and licenses advanced reasoning technologies, algorithms, models, and related documentation and services (collectively, "Technology"); and

WHEREAS, Client desires to engage Provider to perform the Scope of Work described below, and Provider is willing to provide such services under the terms and conditions set forth in this Agreement; and

WHEREAS, the parties intend that the development, use, protection, ownership and licensing of any Deliverables arising from the engagement be governed by the provisions of this Agreement.

SCOPE OF WORK

Deliverables: Provider shall deliver the items and outcomes described in the Description of Services above (each a "Deliverable" and collectively the "Deliverables"). Deliverables shall conform to the specifications set forth in the Scope of Work, and acceptance testing, if any, shall be performed in accordance with the acceptance criteria set forth therein.

PAYMENT TERMS

Any undisputed past due amounts shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law, beginning on the due date until paid in full. Late fee percentage:

TERM AND TERMINATION

Term: This Agreement shall commence on Start Date: and shall continue until End Date: , unless earlier terminated as provided below.

Termination for Convenience: Either party may terminate this Agreement for any reason upon written notice to the other party given not less than days prior to the effective date of termination. Termination for Cause: Either party may terminate immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

Effect of Termination: Upon termination, Client shall pay Provider for all services performed and Deliverables delivered through the effective date of termination. Sections that by their nature survive termination shall remain in effect, including but not limited to confidentiality, intellectual property, indemnification, and limitation of liability.

CONFIDENTIALITY

Definition: "Confidential Information" means all non-public technical and business information disclosed by one party ("Discloser") to the other ("Recipient") that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including models, algorithms, training data, model outputs, source code, and trade secrets.

Obligations: Recipient shall: (a) use Confidential Information solely to perform its obligations under this Agreement; (b) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information but no less than reasonable care; and (c) not disclose Confidential Information to any third party except as permitted by this Agreement. Recipient shall limit access to Confidential Information to those employees, contractors, or agents who have a need to know and who are bound by confidentiality obligations at least as protective as those in this Agreement.

Exceptions: Confidential Information does not include information that: (i) is or becomes generally available to the public other than through a breach by Recipient; (ii) was known by Recipient prior to disclosure as shown by Recipient's written records; (iii) is received from a third party having the right to disclose it; or (iv) is independently developed by Recipient without use of or reference to Discloser's Confidential Information.

INTELLECTUAL PROPERTY

Background IP: Each party retains all right, title and interest in and to its pre-existing intellectual property and technology ("Background IP"). Nothing in this Agreement shall transfer ownership of Background IP.

Deliverables and License: Subject to Client's payment of all amounts due, Provider grants Client a nonexclusive, nontransferable, worldwide license to use the Deliverables for Client's internal business purposes as set forth in the Scope of Work. Unless expressly stated in writing, Provider retains all right, title and interest in any models, algorithms, improvements, or enhancements developed by Provider that are not bespoke Deliverables specifically assigned to Client.

Check to indicate full assignment of rights in custom Deliverables to Client:

LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR VIOLATION OF CONFIDENTIALITY OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES, OR FOR LOSS OF PROFITS, REVENUE OR DATA. THE AGGREGATE LIABILITY OF EITHER PARTY FOR ANY AND ALL CLAIMS ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID BY CLIENT TO PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflict of laws principles.

The parties agree to attempt in good faith to resolve any dispute arising out of or relating to this Agreement through negotiation between senior executives. If the dispute is not resolved by negotiation within thirty (30) days, the parties may pursue any available legal or equitable remedies in courts of competent jurisdiction located in the state specified above.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, including any exhibits, attachments, and statements of work expressly incorporated by reference, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous oral or written agreements, proposals, and communications. Any amendment to this Agreement must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

Assignment: Neither party may assign this Agreement without the prior written consent of the other party, except that either party may assign this Agreement in connection with a merger, sale of substantially all assets, or change of control provided the assignee assumes all obligations hereunder.

Notices: All notices required or permitted under this Agreement shall be in writing and delivered to the addresses provided above or such other address as either party may designate by written notice to the other.

Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remainder of the Agreement shall remain in full force and effect.

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