Business AI Appendix

BUSINESS AI APPENDIX

This Business AI Appendix ("Appendix") is entered into as of by and between:

WHEREAS

WHEREAS, Provider develops and operates artificial intelligence systems, models, and related services, and possesses technical capabilities for automated data processing, model training, inference, and operational monitoring;

WHEREAS, Client desires to engage Provider to perform AI-related services and/or to license Provider's AI outputs under the terms of the underlying agreement and this Appendix; and

WHEREAS, the parties intend to set forth specific provisions governing the use, ownership, protection, and liabilities associated with AI systems, training data, model outputs, and related deliverables.

SCOPE OF WORK

Provider shall perform AI services and deliverables as described below. The scope may include data ingestion, model training, validation, deployment, maintenance, inference services, and performance monitoring. All work shall be performed in accordance with the specifications and acceptance criteria set forth herein.

PAYMENT TERMS

Client shall pay Provider for the AI services in accordance with the amounts and schedule specified below. Unless otherwise stated, amounts are payable in United States dollars and are exclusive of taxes for which Client is responsible.

All invoices are payable within days of invoice date unless otherwise agreed in writing. Disputed amounts must be notified within ten (10) days of receipt, failing which the invoice will be deemed accepted.

TERM AND TERMINATION

This Appendix commences on the Start Date and continues until the End Date or until earlier terminated in accordance with this Appendix.

Either party may terminate this Appendix for material breach if the breaching party fails to cure within the notice period set forth above. Termination shall not relieve Client of obligation to pay earned fees or Provider of obligations regarding return or destruction of Client Data.

CONFIDENTIALITY AND DATA HANDLING

For purposes of this Appendix, "Client Data" means all data, information, and materials provided or made available by Client to Provider for use, processing, or incorporation into any AI system. Provider shall treat Client Data as Confidential Information and shall not use Client Data except to perform the services contemplated herein.

Provider shall implement and maintain administrative, technical, and physical safeguards appropriate to the sensitivity of Client Data, including reasonable access controls, encryption in transit and at rest where applicable, and logging sufficient to support audit and incident investigation.

INTELLECTUAL PROPERTY

Ownership of Pre-Existing Materials: Each party retains all rights in materials and intellectual property owned or developed independently of this Appendix ("Pre-Existing Materials"). Nothing herein transfers ownership of Pre-Existing Materials.

Ownership of Outputs and Models: Subject to Client's payment and compliance with the underlying agreement, Provider grants Client a non-exclusive, non-transferable license to use model outputs delivered as part of the agreed deliverables for the Client's internal business purposes. Provider retains ownership of Provider's underlying models, model architectures, training code, and improvements not expressly assigned to Client.

AUDIT RIGHTS, VALIDATION, AND SAFETY

Provider shall make available records and logs reasonably necessary for Client to validate compliance with this Appendix. Client's audit rights shall be exercised subject to reasonable confidentiality protections and scheduling that does not disrupt Provider operations.

Provider represents that it will use commercially reasonable efforts to test models for accuracy, bias, and safety consistent with industry practice. Provider does not warrant that outputs will be error-free or free of bias; Client remains responsible for downstream use and validation in its operational context.

LIABILITY, INDEMNITY, AND INSURANCE

Limitation of Liability: Except for liability arising from willful misconduct or breaches of confidentiality, each party's aggregate liability under this Appendix shall be limited to the amounts paid or payable by Client to Provider under this Appendix in the twelve (12) months preceding the claim.

Indemnity: Provider shall indemnify and defend Client against third-party claims alleging that Provider's deliverables infringe third-party intellectual property, provided that Client promptly notifies Provider and cooperates in the defense. Client shall indemnify Provider for claims arising from Client Data or Client's misuse of model outputs.

COMPLIANCE; LAWS AND USE RESTRICTIONS

Each party shall comply with applicable laws and regulations in connection with performance under this Appendix. Client shall not use Provider's services to develop, deploy, or operate systems for unlawful surveillance, discriminatory decision-making, or other uses expressly prohibited by applicable law.

GOVERNING LAW; ENTIRE AGREEMENT

Governing Law: This Appendix shall be governed by and construed in accordance with the laws of without regard to choice-of-law principles.

Entire Agreement: This Appendix, together with the underlying Master Agreement or main agreement identified below, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, proposals, and understandings, whether written or oral, relating to such subject matter.

MISCELLANEOUS PROVISIONS

Notices: All notices shall be in writing and delivered in accordance with the notice provisions of the underlying agreement or to the addresses set forth above.

Severability: If any provision of this Appendix is held unenforceable, the remaining provisions shall remain in full force and effect.

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