Business AIPQ Template

BUSINESS AIPQ TEMPLATE

Parties

Effective Date:

WHEREAS

WHEREAS, Client desires to evaluate and pre-qualify the Service Provider's artificial intelligence products, systems and related processes for potential procurement and deployment (the "AIPQ Activities"); and

WHEREAS, Service Provider represents that it possesses the technical capability, personnel, and resources to perform the AIPQ Activities described in this Agreement and will provide deliverables, documentation, and access to model artifacts as required for qualification; and

WHEREAS, the parties wish to set forth the terms governing the scope, compensation, confidentiality, and allocation of risks during the AIPQ Activities.

Scope of Work

Service Provider shall perform the AIPQ Activities and deliverables as described below. Deliverables shall include technical documentation, test data sets, model version artifacts, performance reports, bias and safety assessments, and any demonstration materials necessary for Client evaluation.

Payment Terms

As full consideration for the AIPQ Activities and Deliverables, Client shall pay Service Provider according to the schedule below. All amounts are exclusive of taxes unless otherwise stated.

Late payments shall accrue interest at % per month or the maximum rate permitted by law, whichever is less, calculated from the invoice due date until payment is received in full.

Term and Termination

This Agreement commences on the Effective Date and continues until completion of the AIPQ Activities or earlier termination in accordance with this section.

Term Start:     Term End (if applicable):

Either party may terminate this Agreement for convenience upon days' prior written notice. Either party may terminate for material breach if the breaching party fails to cure within days after written notice of breach.

Confidentiality

"Confidential Information" means non-public information disclosed by one party to the other in connection with this Agreement, including model weights, training data, test sets, architecture details, non-public performance metrics, risk and mitigation plans, and business terms. Recipient shall (i) use Confidential Information solely to perform its obligations under this Agreement, (ii) restrict disclosure to employees, contractors or advisors with a need to know and who are bound by confidentiality obligations no less protective than this Agreement, and (iii) implement reasonable safeguards to protect Confidential Information from unauthorized disclosure.

Confidential obligations shall not apply to information that: (a) is or becomes publicly available through no fault of Recipient; (b) is lawfully obtained from a third party without restriction; (c) is independently developed by Recipient without use of Discloser's Confidential Information; or (d) is required to be disclosed by law or regulation, provided Recipient gives prompt notice to Discloser to permit seeking protective relief.

Data Use, IP and Audit Rights

Service Provider grants Client a limited, non-exclusive, revocable license to use evaluation artifacts and reports solely to assess Service Provider's AIPQ compliance and performance. Service Provider retains all intellectual property rights in its models and tools, subject to the licenses expressly granted herein. Service Provider warrants that it has the necessary rights to provide training and evaluation data and that such provision does not infringe third-party rights.

Upon reasonable written notice, Client may conduct or direct audits reasonably necessary to verify compliance with the terms of this Agreement, including data provenance and model reproducibility, provided such audits are conducted at Client's expense and in a manner that minimizes operational disruption and protects Service Provider's proprietary information.

Liability and Indemnification

Each party shall indemnify and hold harmless the other from third-party claims arising out of its gross negligence, willful misconduct, or breach of confidentiality. Except for indemnification obligations and willful misconduct, neither party's aggregate liability for direct damages under this Agreement shall exceed the total fees paid by Client to Service Provider under this Agreement during the twelve (12) month period preceding the claim.

Compliance with Laws and Standards

Each party shall comply with applicable laws, regulations and recognized industry standards regarding data protection, export controls, and AI safety. Service Provider shall disclose material known model limitations, known biases, and recommended mitigations in writing as part of the Deliverables.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles.

Entire Agreement; Amendments

This Agreement, including any exhibits or attachments executed by the 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. Any amendment or waiver must be in writing and signed by authorized representatives of both parties.

Notices

All notices under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as either party may designate in writing. Notices delivered by hand, nationally recognized overnight courier, or certified mail shall be effective upon receipt.

Signatures

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