CNAI Service Agreement

CNAI SERVICE AGREEMENT

This Service Agreement ("Agreement") is entered into as of Effective Date: by and between Service Provider Name: , a(n) organized under the laws of , with principal place of business at , and Client Name: , with principal place of business at . Service Provider and Client are each a "Party" and together the "Parties."

RECITALS

WHEREAS, Service Provider possesses expertise in designing, implementing and supporting CNAI-related services and solutions, including software, machine learning model deployment, integration and managed services; and

WHEREAS, Client desires to engage Service Provider to perform certain professional services described in this Agreement and Service Provider is willing to provide such services under the terms and conditions herein; and

WHEREAS, the Parties intend to set forth the terms governing service deliverables, compensation, intellectual property, confidentiality and related matters.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the Parties agree as follows:

1. SERVICES

1.1 Scope. Service Provider shall perform the services described in Service Description:

1.2 Performance Standard. Service Provider shall perform the services in a professional and workmanlike manner consistent with industry standards applicable to CNAI solutions and shall comply with any mutually agreed specifications and schedules.

2. CHANGE ORDERS

Any changes to the scope, schedule or fees shall be effected only by a written Change Order signed by authorized representatives of both Parties. A Change Order shall describe the change, the resulting adjustment to fees or schedule, and the date of effect.

3. TERM

3.1 Term. The term of this Agreement shall commence on Start Date: and continue until End Date: unless earlier terminated as provided herein.

3.2 Renewal. Any renewal shall require mutual written agreement of the Parties.

4. COMPENSATION; PAYMENT

4.1 Fees. Client shall pay Service Provider fees as set forth in Fee Schedule:

4.2 Invoicing; Payment Terms. Service Provider shall invoice Client monthly (or at milestones) and Client shall pay invoices within Payment Terms (days): days of receipt. Overdue amounts shall accrue interest at the lesser of 1.5% per month or the maximum lawful rate.

5. EXPENSES

Client shall reimburse reasonable and pre-approved out-of-pocket expenses incurred by Service Provider in connection with performance, subject to documented receipts and any limits set forth in the Fee Schedule.

6. CONFIDENTIALITY

6.1 Definition. "Confidential Information" means non-public information disclosed by a Party that is marked confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure, including technical data, models, algorithms, business plans and customer information.

6.2 Obligations. Each Party shall (i) use Confidential Information solely for performance under this Agreement, (ii) protect it with at least the same degree of care as its own confidential information but no less than reasonable care, and (iii) not disclose it except to employees or contractors who have a need to know and are bound by confidentiality obligations no less protective than this Section.

6.3 Exclusions. Confidential Information does not include information that is or becomes publicly available without breach, already known by the receiving Party, rightfully received from a third party without restriction, or independently developed.

6.4 Duration. Confidentiality obligations shall survive termination for a period of Confidentiality Period (years): years, or longer as may be required by applicable law with respect to certain materials.

7. INTELLECTUAL PROPERTY

7.1 Background Materials. Each Party retains all right, title and interest in and to pre-existing materials and intellectual property that it owned prior to this Agreement ("Background Materials"). Nothing in this Agreement transfers ownership of Background Materials.

7.2 Work Product. Subject to Client's payment of all fees due, Service Provider hereby assigns to Client all right, title and interest in and to Work Product specifically created for Client under this Agreement, excluding Service Provider's tools, methodologies, models and generic improvements which shall remain Service Provider's sole property. For clarity, any machine learning models or model architectures that are generic or trained on aggregated, anonymized data shall remain Service Provider's intellectual property unless expressly assigned in a written instrument.

7.3 License Back. Service Provider grants Client a non-exclusive, worldwide, royalty-free license to use Service Provider Background Materials to the extent incorporated in the delivered Work Product, solely to enjoy the benefit of the Work Product.

8. DATA SECURITY AND PRIVACY

8.1 Security Measures. Service Provider shall maintain administrative, physical and technical safeguards appropriate to the nature of the Client Data and consistent with prevailing industry standards to protect against unauthorized access, use, alteration or disclosure.

8.2 Breach Notification. In the event of a security breach affecting Client Data, Service Provider shall notify Client without undue delay and in any event within Breach Notification Period (days): hours after discovery, provide details of the incident and reasonable assistance in responding.

9. WARRANTIES; DISCLAIMER

9.1 Mutual Warranties. Each Party represents that it has the authority to enter into this Agreement and perform its obligations.

9.2 Provider Warranty. Service Provider warrants that services will be performed in a professional manner materially consistent with industry standards. Client's exclusive remedy for breach of this warranty shall be re-performance of nonconforming services or, if Service Provider fails to re-perform within a commercially reasonable time, a refund of fees paid for the deficient services.

9.3 Disclaimer. EXCEPT AS EXPRESSLY PROVIDED IN SECTION 9.2, SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT.

10. INDEMNIFICATION

10.1 By Service Provider. Service Provider shall defend, indemnify and hold harmless Client from and against any third-party claim arising out of Service Provider's gross negligence or willful misconduct in performing the services or actual infringement by Work Product of a third party's issued patent, copyright or trademark, provided Client gives prompt written notice and reasonable cooperation.

10.2 By Client. Client shall defend, indemnify and hold harmless Service Provider from claims arising from Client Data, Client's misuse of the Work Product, or Client's breach of this Agreement.

11. LIMITATION OF LIABILITY

11.1 Exclusion of Damages. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, WHETHER IN CONTRACT, TORT OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

11.2 Cap. EXCEPT FOR LIABILITY ARISING FROM WILLFUL MISCONDUCT OR INDEMNIFICATION OBLIGATIONS, A PARTY'S AGGREGATE LIABILITY ARISING FROM OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRIOR TO THE EVENT GIVING RISE TO THE CLAIM.

12. TERMINATION

12.1 For Cause. Either Party may terminate this Agreement for material breach by the other Party that remains uncured after thirty (30) days' written notice.

12.2 For Convenience. Client may terminate for convenience upon thirty (30) days' prior written notice and shall pay Service Provider for work performed through the effective date of termination and any non-cancellable commitments.

12.3 Effect. Upon termination, Service Provider shall deliver completed Work Product and return or destroy Client Confidential Information as directed. Sections concerning payment, confidentiality, IP, indemnity, limitation of liability, governing law and survival shall survive termination.

13. NOTICES

All notices required or permitted hereunder shall be in writing and delivered to the addresses set forth below or to such other address as a Party designates by written notice. Notices shall be deemed given upon personal delivery, one (1) business day after delivery to an overnight courier, or three (3) days after deposit in the U.S. mail, postage prepaid.

14. ASSIGNMENT

Neither Party may assign or transfer its rights or obligations under this Agreement without the prior written consent of the other Party, except that either Party may assign to an affiliate or to a successor by merger or sale of substantially all assets provided the assignee assumes the assigning Party's obligations.

15. AMENDMENT; WAIVER

This Agreement may be amended only by a written instrument signed by authorized representatives of both Parties. No failure or delay in exercising any right constitutes a waiver unless made in writing and signed by the waiving Party.

16. GOVERNING LAW; JURISDICTION

This Agreement shall be governed by and construed in accordance with the laws of Governing State: without regard to conflict of law principles. The Parties submit to the exclusive jurisdiction of the state and federal courts located in the county designated by Client's principal place of business for resolution of disputes.

17. ENTIRE AGREEMENT

This Agreement, including any exhibits and Change Orders, constitutes the entire agreement between the Parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral.

18. SEVERABILITY

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect and the Parties shall negotiate in good faith to replace the invalid provision with a valid provision that achieves the original intent to the greatest extent possible.

19. COUNTERPARTS; ELECTRONIC SIGNATURES

This Agreement may be executed in counterparts, each of which shall be an original and all of which together shall constitute one instrument. Signatures delivered by electronic means (including scanned or electronically generated signatures) shall be deemed original signatures.

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