Business AI Technology Document

BUSINESS AI TECHNOLOGY AGREEMENT

This Business AI Technology Agreement (the "Agreement") is entered into as of by and between the parties identified below.

Recitals

WHEREAS, Provider develops, licenses and operates artificial intelligence systems, machine learning models, data processing pipelines and related software and services (collectively, "AI Technology") and has expertise in customizing such AI Technology to business process and product requirements;

WHEREAS, Client desires to engage Provider to supply AI Technology and related services for the purpose of improving, automating or augmenting Client business operations as described herein, and Provider is willing to provide those services under the terms and conditions of this Agreement;

WHEREAS, the parties wish to allocate rights, responsibilities, confidentiality obligations, and liability with respect to the development, deployment and use of the AI Technology.

Scope of Work

Provider will perform the services and deliverables described below and in any statement of work executed by the parties, including development, customization, testing, deployment, training, and operational support of AI Technology as required by Client.

Payment Terms

Client shall pay Provider the fees set forth below in consideration for the services and deliverables. All fees are payable in U.S. dollars unless otherwise agreed in writing.

Any undisputed late payment shall accrue interest at percent per month (or the highest rate permitted by law, if lower), plus reimbursement of reasonable collection costs.

Term and Termination

The initial term of this Agreement will commence on and continue until unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience upon days' prior written notice. Either party may terminate immediately for material breach if the breaching party fails to cure within 30 days after written notice specifying the breach. Termination will not relieve Client of payment obligations for services performed or deliverables accepted prior to termination.

Confidentiality

"Confidential Information" means information disclosed by one party to the other that is marked confidential or should reasonably be understood to be confidential given the nature of the information and the circumstances of disclosure, including models, training data, trade secrets, algorithms, business plans and pricing. Receiving party shall (i) use Confidential Information only to perform its obligations under this Agreement, (ii) restrict access to those employees, contractors and agents on a need-to-know basis who are bound by confidentiality obligations at least as protective as those in this Agreement, and (iii) protect Confidential Information using at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care. Confidential Information does not include information that is (A) publicly known through no fault of receiving party, (B) rightfully received from a third party without breach of any obligation, (C) independently developed without use of the disclosing party's Confidential Information, or (D) required to be disclosed by law, provided the disclosing party is given prompt notice and the disclosure is narrowly tailored.

Data, Models and Intellectual Property

Unless otherwise agreed in a written statement of work, Client retains ownership of Client Data provided to Provider. Provider retains ownership of pre-existing models, tools, and other Provider technology. For models, weights, parameters, enhancements or derivative works created solely for Client under this Agreement, the parties will specify ownership and licensing in the applicable statement of work; absent such specification, Provider grants Client a non-exclusive, non-transferable, worldwide license to use deliverables for Client's internal business purposes. Client grants Provider a limited license to use Client Data solely to perform the services and to improve Provider's services in de-identified, aggregated form, subject to the Confidentiality and Data Protection terms of this Agreement.

Warranties; Limitation of Liability; Indemnity

Provider warrants that it will perform services in a professional and workmanlike manner consistent with industry standards. EXCEPT FOR THE FOREGOING WARRANTY, THE SERVICES AND DELIVERABLES ARE PROVIDED "AS IS" AND PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

IN NO EVENT WILL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE FEES PAID OR PAYABLE BY CLIENT TO PROVIDER UNDER THIS AGREEMENT IN THE 12 MONTHS PRECEDING THE CLAIM. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES.

Each party shall indemnify and hold the other harmless from third-party claims arising from its gross negligence, willful misconduct, or breach of its obligations under this Agreement.

Compliance and Responsible Use

Each party shall comply with applicable laws, regulations and industry standards in performing its obligations. Provider will use commercially reasonable technical and organizational measures to protect Client Data. Client will not use the AI Technology for unlawful activity, to infringe third-party rights, or to create models intended to cause physical harm or to materially facilitate fraudulent activity.

Governing Law

This Agreement will be governed by and construed in accordance with the laws of without regard to its conflicts of law principles. The parties consent to the exclusive jurisdiction and venue of the courts located in the governing jurisdiction for disputes arising under this Agreement.

Entire Agreement; Amendment

This Agreement, together with any statements of work and attachments expressly incorporated herein, constitutes the entire agreement between the parties regarding the subject matter and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral. No amendment will be effective unless in writing and signed by authorized representatives of both parties.

Notices

All notices under this Agreement must be in writing and sent to the billing contact or addresses set forth above or to such other address as either party may designate in writing. Notice is effective upon receipt.

Miscellaneous

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will remain in full force and effect. Neither party may assign this Agreement without the other party's prior written consent, except to an acquirer of substantially all of the assigning party's business or assets to which this Agreement relates.

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