Business AI Document

Business AI Services Agreement

Effective Date:

Client Name:    Provider Name:

Recitals

WHEREAS, Client seeks to obtain artificial intelligence services, deliverables and related consulting services as set forth in this Agreement from Provider; and

WHEREAS, Provider represents that it has experience, personnel and technical capacity to design, develop, deploy and integrate AI models, software, and deliverables described herein in accordance with the terms of this Agreement; and

NOW, THEREFORE, in consideration of the mutual promises contained herein, the parties agree as follows:

1. Scope of Work

Provider shall perform the services and deliver the deliverables described in this Section 1 and any attachments or statements of work incorporated by reference. The scope shall include model development, integration, testing and delivery of outputs as specified below.

2. Payment Terms

Client shall pay Provider the fees set forth in this Section. Fees are due as invoiced and payment is a prerequisite to delivery of final deliverables where specified. Unless otherwise agreed in writing, all amounts are payable in U.S. dollars and exclusive of applicable taxes for which Client is responsible.

3. Term and Termination

This Agreement commences on the Effective Date and continues until completion of the Scope of Work or the End Date set forth below, unless earlier terminated in accordance with this Section.

Start Date:    End Date:

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within the notice period specified above following written notice. Termination will not relieve Client of payment obligations for services performed and deliverables delivered through the effective date of termination.

4. Confidentiality

Each party (the Disclosing Party) may disclose Confidential Information to the other (the Receiving Party). Confidential Information includes nonpublic business information, technical data, algorithms, model architectures, training data, pricing and other information reasonably designated as confidential.

The Receiving Party shall (a) hold Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information but no less than a reasonable standard of care; (b) use Confidential Information solely to perform its obligations under this Agreement; and (c) not disclose Confidential Information to third parties except to its employees, contractors or agents who have a need to know and are bound by confidentiality obligations no less protective than those herein.

Confidentiality obligations do not apply to information that: (i) is or becomes publicly available through no breach by the Receiving Party; (ii) is rightfully received from a third party without restriction; (iii) is independently developed by the Receiving Party without reference to Confidential Information; or (iv) is required to be disclosed by law, provided notice is given when permissible and disclosure is limited to the extent required.

5. Data Use and Model Training

Client retains ownership of Client Data provided to Provider. Provider will process Client Data only as necessary to perform the services. Provider shall not use Client Data to identify individuals or disclose Confidential Information.

Provider may use de-identified or aggregated outputs derived from Client Data to improve Provider's models or services only with Client's prior written consent. Please indicate selection below:

6. Intellectual Property

Subject to Client's payment in full of all fees due, Provider assigns to Client all right, title and interest in the deliverables specifically and exclusively produced for Client under this Agreement, excluding Provider's pre-existing materials, models, tools, libraries, model weights, training data and know-how, which remain Provider's sole property.

Provider grants Client a non-exclusive, worldwide, royalty-free license to Provider's pre-existing materials only to the extent reasonably necessary to use the deliverables as intended under this Agreement.

7. Warranties; Limitation of Liability; Indemnity

Provider warrants that services will be performed in a professional and workmanlike manner consistent with industry standards. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

Except for liability arising from gross negligence, willful misconduct, or breach of confidentiality or intellectual property indemnities, neither party's aggregate liability for claims arising out of this Agreement will exceed the total fees paid by Client to Provider under this Agreement in the twelve months preceding the claim.

Each party shall indemnify the other against third-party claims arising from the indemnifying party's breach of this Agreement, negligence, or willful misconduct.

8. Governing Law

This Agreement will be governed by and construed in accordance with the laws of the state identified below, without regard to conflict of laws principles.

9. Entire Agreement; Amendment

This Agreement, including any appendices, statements of work and written amendments signed by both parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, whether oral or written. No amendment will be binding unless in writing and signed by authorized representatives of both parties.

10. Notices

Notices will be in writing and delivered to the addresses set forth above or to such other address as either party designates by written notice. Notices are effective upon receipt.

11. Miscellaneous

If any provision of this Agreement is held unenforceable, the remainder of the Agreement will continue in full force and effect. No waiver of any breach will be deemed a waiver of any other or subsequent breach. The parties are independent contractors and not partners or agents.

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