Business AI Message

Business AI Message

This Business AI Message Agreement ("Agreement") is entered into as of Effective Date: by and between Client Name: with Address: and Service Provider Name: with Address: .

Recitals

WHEREAS, Client requires generation, refinement and delivery of business communications, messaging, and associated content produced with the assistance of artificial intelligence technologies (the "AI Messages"); and

WHEREAS, Service Provider possesses expertise and access to AI systems capable of producing and tailoring AI Messages and has agreed to provide such services to Client under the terms set forth herein; and

NOW, THEREFORE, in consideration of the mutual covenants contained in this Agreement, the parties agree as follows.

Scope of Work

Service Provider shall perform the following services for Client: drafting, editing, and delivering AI Messages consistent with Client-provided instructions and acceptance criteria. The deliverables may include but are not limited to email copy, marketing messages, customer support responses, and internal communication templates.

Payment Terms

Client shall pay Service Provider the fees described below in exchange for the services and deliverables specified in the Scope of Work. All payments are due in U.S. dollars unless otherwise agreed in writing.

All undisputed late payments shall accrue interest at the rate specified above, or if no rate is specified, at the lesser of 1.5% per month or the maximum rate permitted by applicable law. Client is responsible for any reasonable collection costs and attorneys' fees for recovery of overdue amounts.

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 convenience upon providing the notice period specified above. Either party may terminate immediately for material breach of this Agreement if such breach remains uncured thirty (30) days after written notice. Termination shall not relieve Client of the obligation to pay fees for services performed through the effective date of termination.

Confidentiality

Each party (the "Receiving Party") shall keep confidential and shall not disclose to any third party any Confidential Information of the other party (the "Disclosing Party") except as necessary to perform obligations under this Agreement. "Confidential Information" includes non-public business information, trade secrets, deliverables, and any technical, operational, or commercial information disclosed in connection with the services, but excludes information that: (a) is or becomes generally available to the public other than by breach of this Agreement; (b) was known to the Receiving Party prior to disclosure; or (c) is rightfully obtained from a third party without restriction.

Upon termination or upon written request, the Receiving Party shall return or destroy Confidential Information as directed by the Disclosing Party. The obligations of confidentiality shall survive termination for a period of years, except with respect to trade secrets, for which protections shall last as long as the information remains a trade secret under applicable law.

AI Output, Intellectual Property and Use

Unless otherwise agreed in writing, Service Provider assigns to Client all right, title and interest in and to AI Messages delivered as final deliverables under this Agreement, subject to Client's payment in full. Service Provider retains no rights to use Client Confidential Information except as necessary to provide the services. Service Provider represents that it will convey deliverables free of third-party claims that would prevent Client's intended use, excluding claims arising from Client-provided input materials.

Notwithstanding the foregoing, Service Provider may retain internal non-identifying logs, aggregated metrics, and models trained on anonymized and de-identified data to improve services, provided that no Confidential Information or Client-identifiable data is used or disclosed.

Representations, Warranties and Limitation of Liability

Each party represents that it has the power and authority to enter into this Agreement. Service Provider warrants that services will be performed in a professional manner consistent with industry standards. EXCEPT AS EXPRESSLY PROVIDED, SERVICE PROVIDER MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT IN THE SIX (6) 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 conflict of law principles. Venue for any dispute shall lie exclusively in the state or federal courts located within that State.

Entire Agreement; Amendments

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings and agreements, whether written or oral. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

Notices

Notices required by this Agreement must be given in writing and delivered in person, by certified mail (return receipt requested), or by overnight courier to the contact details provided above, or to such other address as either party may designate in writing.

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