Business AI Form

Business AI Service Agreement

This Business AI Service Agreement (the Agreement) is entered into as of by and between Client Name: and Service Provider Name: .

WHEREAS

WHEREAS, Client engages Provider to develop, configure, train, deploy and/or deliver artificial intelligence related services and Deliverables (as defined below) for use in Client's business operations; and

WHEREAS, Provider has represented that it has the technical expertise, personnel, systems and lawful rights to supply the specified AI services and to grant the licenses and assignments set forth in this Agreement; and

WHEREAS, the parties desire to set forth the scope, payment terms, confidentiality obligations, ownership of Outputs, and other terms governing the provision of such AI services.

SCOPE OF WORK

Deliverables shall include models, code, documentation, trained weights, data transformations, evaluation reports and any bespoke components expressly identified in the Scope of Work. Any change to the Scope of Work shall be governed by a written change order signed by both parties.

PAYMENT TERMS

Invoices shall be issued in accordance with the Payment Schedule. Payment is due within days of invoice receipt. Late payments shall accrue interest at on the outstanding balance, or the maximum rate permitted by law, whichever is lower.

TERM AND TERMINATION

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

Either party may terminate this Agreement for any material breach by the other party that remains uncured for days after receipt of written notice specifying the breach. Either party may terminate without cause upon days' prior written notice.

CONFIDENTIALITY

"Confidential Information" means non-public business, technical, model, training data (excluding data lawfully obtained elsewhere), outputs, trade secrets and other information disclosed by one party to the other in tangible or intangible form and marked or reasonably understood to be confidential. Each party shall (a) use Confidential Information only for the performance of this Agreement, (b) restrict disclosure to those personnel and contractors with a need to know, and (c) protect it with at least the same degree of care used to protect its own confidential information, but no less than reasonable care.

Confidential Information does not include information that is: (i) already known to the recipient without restriction at the time of disclosure; (ii) publicly available through no breach by the recipient; (iii) rightfully received from a third party without restriction; or (iv) independently developed by the recipient without use of the discloser's Confidential Information. Confidentiality obligations survive termination for a period of three (3) years, except that trade secrets shall remain subject to protection for as long as they qualify as trade secrets.

Mutual confidentiality (both parties disclose Confidential Information)
One-way confidentiality (only Client discloses Confidential Information)

INTELLECTUAL PROPERTY AND AI OUTPUTS

Unless otherwise agreed in writing, Provider retains ownership of pre-existing tools, models, algorithms, architectures, and libraries ("Provider Materials"). Subject to Client's timely payment of all sums due, Provider hereby grants Client a non-exclusive, worldwide, royalty-free license to use Deliverables and Outputs for Client's internal business purposes. The parties may elect assignment of Deliverables by checking the assignment box below and executing any necessary written instruments.

Assignment of Deliverables to Client (if checked, parties shall execute separate written assignment)

REPRESENTATIONS; INDEMNITY; LIMITATION OF LIABILITY

Each party represents that it has the right and authority to enter into this Agreement. Provider represents that it will perform services in a professional and workmanlike manner. Provider does not warrant that AI models will be error-free or meet any specific accuracy metrics unless expressly stated in the Scope of Work. Each party shall indemnify the other against third-party claims arising from its breach of representations, willful misconduct, or gross negligence. Neither party shall be liable for incidental or consequential damages except for breach of confidentiality or infringement indemnity obligations.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of without regard to conflict-of-law principles. Venue for any dispute arising out of this Agreement shall be the state or federal courts located in the chosen jurisdiction unless the parties agree otherwise in writing.

ENTIRE AGREEMENT

This Agreement, together with any Statements of Work, change orders and attachments expressly incorporated herein, constitutes the entire agreement between the parties concerning its subject matter and supersedes all prior or contemporaneous agreements, proposals and communications, whether written or oral. No amendment is effective unless in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

Notices under this Agreement shall be in writing to the addresses provided below. If any provision is held unenforceable, the remainder shall remain in full force and effect. This Agreement may be executed in counterparts and by electronic signature, each of which shall be deemed an original and all of which together constitute one instrument.

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