Business Communication AI Letter

Business Communication AI Letter Agreement

This Agreement is made effective as of by and between Client Name: and Service Provider Name: (each a "Party" and together the "Parties").

WHEREAS

WHEREAS, Client desires to engage Provider to prepare, generate and deliver business communications using artificial intelligence tools and related human oversight as described herein; and

WHEREAS, Provider represents that it has the expertise, personnel and resources to develop AI-assisted letters, emails, and other outbound business communications tailored to Client's objectives, subject to the terms and conditions of this Agreement; and

WHEREAS, the Parties wish to set forth their respective rights and obligations with respect to the scope of work, compensation, confidentiality and ownership of deliverables.

1. Scope of Work

Provider shall perform the services described below (the "Services") and deliver associated AI-generated communication materials and related revisions (the "Deliverables") in accordance with the schedules and specifications agreed by the Parties.

2. Payment Terms

In consideration for the Services, Client shall pay Provider the fees set forth below in accordance with the payment schedule. All fees are exclusive of any applicable taxes unless otherwise stated.

Provider shall invoice Client in accordance with the payment schedule. Unless otherwise agreed in writing, Client shall pay each undisputed invoice within days of receipt. Overdue amounts shall accrue interest at the rate set forth above and Provider may suspend Services for nonpayment after providing written notice.

3. Term and Termination

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

Either Party may terminate this Agreement for convenience upon days' prior written notice to the other Party. Either Party may terminate immediately upon written notice if the other Party materially breaches any provision of this Agreement and fails to cure such breach within 15 days after receipt of written notice specifying the breach.

Upon termination, Client shall pay Provider for all Services performed and Deliverables delivered through the termination date, including reasonable wind-down costs. Sections concerning confidentiality, indemnity, ownership and payment shall survive termination.

4. 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"). "Confidential Information" means non-public information disclosed in any form 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, including but not limited to business plans, client lists, data, templates, and AI model prompts and outputs not otherwise publicly available.

The Receiving Party shall use Confidential Information solely for the purpose of performing its obligations under this Agreement and shall protect such 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. Confidential Information shall not include information that is or becomes publicly known through no breach of this Agreement, is rightfully received from a third party without restriction, or is independently developed without use of the Disclosing Party's Confidential Information.

5. Intellectual Property and AI-Generated Content

Provider warrants that the Deliverables will be original or appropriately licensed. Subject to Client's payment of all fees due hereunder, Provider hereby grants to Client a non-exclusive, worldwide, royalty-free license to use, reproduce, and distribute the Deliverables for Client's business purposes. Provider retains any underlying rights in pre-existing tools, models, templates and algorithms used to generate Deliverables. The Parties acknowledge that AI tooling may utilize third-party models or data; Provider shall disclose material third-party restrictions affecting Client's use of Deliverables.

Client shall not represent that Provider's AI models or proprietary methods are Client's own. Provider shall, on request, assign or license necessary rights in Deliverables as required for Client's intended business use, subject to payment in full.

6. Representations, Warranties and Liability

Each Party represents that it has full power and authority to enter into this Agreement. Provider represents that Services will be performed in a professional and workmanlike manner consistent with industry standards. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, PROVIDER MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, ARISING OUT OF OR RELATED TO THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. PROVIDER'S AGGREGATE LIABILITY FOR DIRECT DAMAGES SHALL NOT EXCEED THE AMOUNTS PAID BY CLIENT TO PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

7. 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 laws principles.

8. Entire Agreement; Amendments

This Agreement, including any exhibits and 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, understandings and communications, whether written or oral. No amendment, modification or waiver of this Agreement shall be effective unless in writing and signed by authorized representatives of both Parties.

9. Notices

All notices required or permitted under this Agreement shall be in writing and shall be delivered to the addresses below or to such other address as a Party may designate by written notice to the other Party.

10. Miscellaneous

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither Party may assign this Agreement without the prior written consent of the other, except that Provider may assign to an affiliate or in connection with a merger or sale of substantially all of its assets.

The Parties acknowledge that electronic signatures and copies of signatures shall have the same force and effect as original signatures.

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