Business Services Signed AI

BUSINESS SERVICES AGREEMENT (SIGNED AI)

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

Parties and Contacts

WHEREAS

WHEREAS, Client desires to procure business services that incorporate or are assisted by artificial intelligence methods and models to improve business processes, support decision-making, or produce work product;

WHEREAS, Provider represents that it has the technical expertise, personnel, systems and authority to perform the Services described herein and will use commercially reasonable efforts to provide reliable and secure AI-enabled deliverables; and

WHEREAS, the parties desire to set forth the terms under which Provider will perform Services and deliverables and Client will pay for such Services.

Scope of Work

Provider shall perform the services and deliver the work product described below. The parties acknowledge that AI-assisted processes may be used in research, generation, analysis, or automation tasks. Provider shall identify material use of third-party AI model outputs where required by applicable law or contractual obligations.

Payment Terms

Client shall pay Provider for Services as set forth below. Fees are exclusive of taxes unless otherwise stated. Provider shall invoice Client in accordance with the Payment Schedule and Client shall pay undisputed amounts within the agreed timeframe.

Term and Termination

This Agreement commences on Start Date: and, unless earlier terminated in accordance with this Agreement, terminates on End Date: .

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within the Notice Period: days after written notice. Provider may suspend Services immediately upon failure by Client to pay undisputed amounts past the invoice due date.

Confidentiality

Each party (Receiving Party) shall protect Confidential Information of the other party (Disclosing Party) using at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care. Confidential Information includes trade secrets, non-public business information, customer lists, pricing, and non-public deliverables. Confidential Information does not include information that is publicly known through no breach of this Agreement or independently developed by the Receiving Party.

The Receiving Party may disclose Confidential Information to its employees, contractors or advisors on a need-to-know basis, provided such persons are bound to maintain confidentiality. In the event of compelled disclosure pursuant to law, the Receiving Party shall provide prompt notice where legally permitted and cooperate to seek protective measures.

AI and Intellectual Property

Provider shall retain ownership of Provider Background Technology, including models, algorithms, and system-level IP developed prior to or outside the scope of this Agreement. Subject to Client's payment of all amounts due, Provider grants Client a worldwide, non-exclusive, transferable license to use the Deliverables generated specifically for Client. To the extent lawfully permitted and to the extent necessary to grant rights to Client, Provider assigns to Client all right, title and interest in and to the final Deliverables. Notwithstanding the foregoing, Provider makes no warranties as to the accuracy or fitness of AI-generated outputs and Client acknowledges that outputs may contain inaccuracies.

Representations, Warranties and Liability

Each party represents that it has the authority to enter into this Agreement. Provider warrants that Services will be performed in a professional manner consistent with industry practice. EXCEPT AS EXPRESSLY SET FORTH HEREIN, PROVIDER DISCLAIMS ALL OTHER WARRANTIES. Provider's aggregate liability for claims arising under or related to this Agreement shall be limited to the total fees paid by Client to Provider for the twelve (12) months preceding the claim. Neither party shall be liable for consequential, incidental or punitive damages except for breaches of confidentiality or willful misconduct.

Governing Law

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

Entire Agreement; Amendments

This Agreement, including any exhibits or attachments signed by the parties, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior or contemporaneous agreements, discussions and proposals. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

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