Legal Document for Sign for AIC

Legal Document for Sign for AIC

This Service Agreement ("Agreement") is entered into as of Effective Date: by and between Party A Name: , a Corporation LLC Individual, organized under the laws of , with principal place of business at ("AIC"), and Party B Name: , a Corporation LLC Individual, with principal place of business at ("Counterparty").

RECITALS

WHEREAS, AIC provides specialized services, including but not limited to artificial intelligence consulting, software development, and related advisory services;

WHEREAS, Counterparty desires to retain AIC to perform certain services as described in this Agreement, and AIC agrees to provide such services on the terms and conditions set forth herein;

WHEREAS, the parties intend by this Agreement to set forth their respective rights and obligations with respect to the services, deliverables, compensation, confidentiality, ownership of intellectual property, and other matters addressed below.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows:

1. DEFINITIONS

1.1 "Services" means the services described in Section 2 and any attached Statement of Work. 1.2 "Deliverables" means the tangible or intangible results of the Services to be delivered to Counterparty. 1.3 Terms used in this Agreement that are defined in any exhibit or Statement of Work shall have the meanings ascribed to them therein.

2. SCOPE OF SERVICES

AIC shall perform the Services described in the Scope of Work below. The Services shall include, at a minimum, the tasks and deliverables set forth in the Scope of Work and such additional activities as the parties may agree in writing.

3. TERM

The term of this Agreement shall commence on Effective Date and continue for a period of unless earlier terminated as provided in Section 10.

4. COMPENSATION AND PAYMENT

Counterparty shall pay AIC fees in accordance with the schedule set forth in this Section. Compensation for the Services shall be: $ payable within days of invoice.

5. EXPENSES

Reasonable out-of-pocket expenses incurred by AIC in connection with performance of the Services shall be reimbursed by Counterparty if pre-approved in writing. Such expenses will be invoiced and payable in accordance with Section 4.

6. CONFIDENTIALITY

Each party acknowledges that it may receive Confidential Information of the other party. "Confidential Information" means non-public information disclosed in writing, orally, or by inspection that is designated as confidential or that reasonably should be understood to be confidential. Each party shall (a) use Confidential Information solely to perform its obligations under this Agreement, (b) restrict disclosure to employees and contractors who have a need to know and are bound by confidentiality obligations at least as protective as those set forth herein, and (c) not disclose Confidential Information to any third party without prior written consent, except as required by law.

7. INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, AIC hereby assigns to Counterparty all right, title and interest in and to Deliverables created specifically for Counterparty under this Agreement, subject to receipt of full payment. AIC retains ownership of its pre-existing tools, methodologies, and general know-how. To the extent any moral rights or other rights cannot be assigned, AIC grants Counterparty an exclusive, irrevocable, worldwide license to use, reproduce, and modify such rights for the purpose contemplated by this Agreement.

8. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that it has the full power and authority to enter into this Agreement and to perform its obligations. AIC warrants that the Services will be performed in a professional and workmanlike manner consistent with industry standards. EXCEPT FOR THE FOREGOING, THE SERVICES ARE PROVIDED "AS IS" AND AIC DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

9. INDEMNIFICATION

Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims, liabilities, damages, losses and expenses (including reasonable attorneys' fees) arising out of the indemnifying party's breach of this Agreement, negligence, or willful misconduct.

10. LIMITATION OF LIABILITY; TERMINATION

Except for liability arising from gross negligence, willful misconduct, or indemnification obligations, neither party shall be liable to the other for consequential, incidental, special or punitive damages. Either party may terminate this Agreement for material breach if the breaching party fails to cure such breach within days after written notice. Upon termination, Counterparty shall pay AIC for Services performed and reimbursable expenses incurred through the effective date of termination.

11. NOTICES

All notices required or permitted under this Agreement must be in writing and delivered to the addresses below by certified mail, overnight courier, or personal delivery, or by email with confirmation of receipt. Notices are effective upon receipt.

12. AMENDMENT; WAIVER; COUNTERPARTS

No amendment or modification of this Agreement shall be effective unless in a writing signed by authorized representatives of both parties. No failure or delay in exercising any right shall operate as a waiver. This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument.

13. GOVERNING LAW; VENUE

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction of without regard to its conflict of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that jurisdiction for disputes arising out of this Agreement.

14. ENTIRE AGREEMENT; SEVERABILITY

This Agreement, together with any Statements of Work and attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals and communications. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions will remain in full force and effect.

MISCELLANEOUS

The parties acknowledge that remedies at law for any breach of confidentiality, intellectual property obligations, or other material provisions may be inadequate and that the non-breaching party shall be entitled to seek injunctive relief in addition to any other remedies. The headings in this Agreement are for convenience only and do not affect interpretation.

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