Business AI Forms

BUSINESS AI FORMS

This General Business Agreement (the Agreement) is entered into as of Effective Date: by and between Client Name: and Provider Name: . The parties agree as follows.

WHEREAS

WHEREAS, Client desires to engage Provider to deliver services and deliverables relating to the assessment, design, implementation and maintenance of artificial intelligence driven business forms, automations, models and related technical documentation (the Services); and

WHEREAS, Provider has the requisite expertise, personnel and resources to perform the Services on the terms set forth in this Agreement; and

NOW, THEREFORE, in consideration of the mutual promises contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows.

SCOPE OF WORK

Deliverables shall include, where applicable, annotated form templates, AI model artifacts, source code repositories, user instructions, and a transition plan. Specific deliverables, milestones and acceptance criteria shall be documented in the Scope of Work above or in mutually executed statements of work that are incorporated into this Agreement.

PAYMENT TERMS

If any undisputed amount is not paid within days after the due date, a late fee of will apply to the outstanding balance. Interest on overdue amounts shall accrue at the lesser of the rate set forth above or the maximum rate permitted by applicable law.

TERM AND TERMINATION

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

Either party may terminate this Agreement for convenience upon written notice delivered at least days prior to the intended termination date. Either party may terminate for material breach if the breaching party fails to cure the breach within thirty (30) days after written notice of breach, provided that certain non-curable breaches (including unauthorized disclosure of Confidential Information) permit immediate termination.

CONFIDENTIALITY

As used in this Agreement, Confidential Information means all non-public information disclosed by a disclosing party to the receiving party, whether oral, written or electronic, 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. Confidential Information expressly includes training data, model weights, prompt engineering, system architecture, trade secrets, pricing and business plans.

The receiving party shall: (a) use Confidential Information only to perform its obligations or exercise its rights under this Agreement; (b) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care; and (c) not disclose Confidential Information to any third party except to employees, contractors or professional advisors who have a need to know and who are bound by confidentiality obligations no less restrictive than those herein. Confidentiality obligations shall survive termination of this Agreement for a period of years.

Exceptions: Confidential Information does not include information that: (i) is or becomes generally available to the public other than through a breach by the receiving party; (ii) was in the receiving party’s lawful possession prior to disclosure; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed by the receiving party without use of the disclosing party’s Confidential Information.

INTELLECTUAL PROPERTY & LICENSES

Unless otherwise agreed in writing, Client retains ownership of its pre-existing data and inputs. Provider retains ownership of Provider pre-existing tools, models and methodologies. Provider hereby grants Client a non-exclusive, non-transferable license to use Provider deliverables for Client’s internal business purposes, subject to payment in full and compliance with this Agreement. Any customization, derivative works or model adaptations developed specifically for Client shall be owned by as expressly set forth in an attached statement of work.

LIMITATIONS OF LIABILITY

Except for liability arising from gross negligence, willful misconduct, breach of confidentiality or violation of intellectual property rights, neither party shall be liable for incidental, consequential, special or punitive damages. The aggregate liability of either party for claims arising out of this Agreement shall not exceed the total fees paid by Client to Provider under this Agreement in the twelve (12) months preceding the claim.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflict of law principles. The exclusive venue for any dispute arising out of this Agreement shall be the state or federal courts located within that jurisdiction.

ENTIRE AGREEMENT

This Agreement, together with any statements of work and written amendments executed by authorized representatives of both parties, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral.

NOTICES

MISCELLANEOUS

No amendment or modification of this Agreement will be effective unless in writing and signed by authorized representatives of both parties. If any provision of this Agreement is held invalid or unenforceable, the remainder of the Agreement will remain in full force and effect. The parties are independent contractors and nothing in this Agreement creates an employment, partnership or agency relationship.

Sign Now