Professional Services AI Document

Professional Services AI Document

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

RECITALS

WHEREAS, Service Provider possesses expertise in providing professional services involving artificial intelligence, machine learning, and related data processing and model development (AI Services); and

WHEREAS, Client desires to obtain AI Services from Service Provider for the purpose of , and Service Provider is willing to provide such services under the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows.

PARTIES' CONTACT INFORMATION

SCOPE OF WORK

Service Provider shall perform the services described below (Services). The Services shall include development, configuration, testing, delivery, and reasonable post-delivery support for AI-based deliverables as further described in this Section.

PAYMENT TERMS

Contract Amount: $ payable in accordance with the schedule below.

Invoicing and Payment: Service Provider will submit invoices to Client. Client shall pay each undisputed invoice within days of receipt.

Late Payments: Overdue amounts shall accrue interest at % per month (or the maximum allowable by law, if lower), plus reasonable collection costs.

TERM AND TERMINATION

Term: This Agreement commences on and continues until unless earlier terminated as provided below.

Termination for Convenience: Either party may terminate this Agreement for convenience upon providing days' prior written notice to the other party.

Termination for Cause: Either party may terminate for material breach if the breaching party fails to cure within 30 days after written notice specifying the breach. Upon termination, Client shall pay Service Provider for Services performed through the effective date of termination and for any non-cancellable commitments incurred by Service Provider.

CONFIDENTIALITY

Definition: "Confidential Information" means all non-public information disclosed by one party (Discloser) to the other (Recipient), whether oral, written, or electronic, including trade secrets, business plans, pricing, customer information, software, models, datasets, and technical specifications, but excluding information that (a) is or becomes generally available to the public through no fault of Recipient; (b) is rightfully received from a third party without breach of an obligation of confidentiality; or (c) is independently developed by Recipient without use of Discloser's Confidential Information.

Obligations: Recipient shall (i) use Confidential Information solely to perform its obligations under this Agreement; (ii) restrict disclosure to those employees, contractors, or consultants who have a need to know and are bound by confidentiality obligations no less protective than those herein; and (iii) take reasonable measures to protect Confidential Information from unauthorized disclosure.

Return or Destruction: Upon written request or upon termination, Recipient shall return or destroy Discloser's Confidential Information and certify such return or destruction, except to the extent retention is required by law or for archived backup purposes.

AI USE, DATA, AND OWNERSHIP

Disclosure of AI Use: Service Provider will disclose when AI systems, models, or automated tools are used to create deliverables. Client acknowledges that outputs generated by AI systems may require human review and validation prior to reliance.

Work Product Ownership: Unless otherwise agreed in writing, all final deliverables specifically produced for Client under this Agreement (Work Product) shall be the exclusive property of Client upon full payment. Service Provider retains ownership of pre-existing tools, models, algorithms, software, and methodologies (Provider Tools) used to produce the Work Product, provided that Provider grants Client a perpetual, royalty-free, non-exclusive license to use Provider Tools embedded in the Work Product to the extent necessary to use the Work Product.

Model Training and Client Data: Service Provider shall not use Client Data or Confidential Information to train or improve Service Provider's underlying AI models or third-party models without Client's prior written consent.

Client expressly consents to Service Provider using de-identified or aggregated data derived from performance of the Services to benchmark or improve Service Provider's models, provided no Confidential Information or identifying Client Data is included.

WARRANTIES; LIMITATION OF LIABILITY; INDEMNITY

Service Provider warrants that it will perform Services in a professional and workmanlike manner consistent with industry standards. EXCEPT FOR THE FOREGOING, THE SERVICES ARE PROVIDED "AS IS" AND SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

Limitation of Liability: IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR FOR LOSS OF PROFITS, DATA OR BUSINESS INTERRUPTION, WHETHER IN CONTRACT, TORT OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SERVICE PROVIDER'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

Indemnification: Each party shall indemnify and hold harmless the other party from third-party claims arising from its gross negligence or willful misconduct in connection with this Agreement, provided the indemnified party gives prompt written notice and cooperates in the defense.

GOVERNING LAW; DISPUTE RESOLUTION

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

Dispute Resolution: The parties shall attempt in good faith to resolve any dispute arising under this Agreement through negotiation. If the parties do not resolve the dispute within 30 days, either party may pursue any remedy available at law or in equity.

ENTIRE AGREEMENT; AMENDMENT

Entire Agreement: This Agreement (including all exhibits and attachments) 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.

Amendment: No amendment or modification of this Agreement is effective unless in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

Assignment: Neither party may assign this Agreement without the other's prior written consent, except that Service Provider may assign to a successor in connection with a merger or sale of substantially all its assets.

Independent Contractor: Service Provider is an independent contractor. Nothing in this Agreement creates an employment, partnership, joint venture, or agency relationship between the parties.

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