AI Consultant Agreement

NOTE: This Agreement contains a mandatory arbitration clause in Section 8.9.

These terms and conditions (the “Agreement”) are entered into by and between:

• [Name of Client], a [corporation/limited liability company], organized under the laws of the State of [Jurisdiction of Client’s Incorporation], located at [Address of Client] (“Client”)
• [Name of Consultant], a [corporation/limited liability company], organized under the laws of the State of [Jurisdiction of Consultant’s Incorporation], located at [Address of Consultant] (“Consultant”).

This Agreement is effective as of the date on which Consultant clicks to accept the Agreement (the “Effective Date”).

If you are accepting this Agreement on behalf of Consultant, you represent and warrant that: (i) you have the full authority to bind Consultant; (ii) you have read and understand this Agreement; and (iii) you agree, on behalf of Consultant, to all terms in this Agreement. If you do not have the legal authority to bind Consultant, please do not click to accept.

WHEREAS

1. Client has established an affiliate program to create a network of companies that can promote themselves as authorized service providers, offering artificial intelligence (AI) hardware, software, and services to Client and its affiliates.
2. Consultant has been invited to join Client’s affiliate program under the terms of this Agreement.

1. Definitions

1. “Client Trademarks” means any Client trademark (including any word trademark or logo) relevant to this Agreement, including but not limited to the Client corporate logo, product logos, and the word trademarks listed on the Client’s corporate website at [URL for Client’s trademark list].
2. “Confidential Information” means:
   • (i) any information relating to the subject matter of this Agreement that is marked or identified in writing as confidential;
   • (ii) any information first disclosed orally and identified as confidential at the time of disclosure, subsequently confirmed in writing (with a confidential legend) within thirty (30) days after oral disclosure; and
   • (iii) the terms and conditions of this Agreement.
3. “Consultant” refers to a company offering AI hardware, software, and services to Client and its affiliates, having met the Quality Standards under Section 2.
4. “Intellectual Property” means all patents, patent applications, trademarks, service marks, registered designs, applications for the foregoing, copyrights, unregistered design rights, trade secrets, know-how, and other similar rights recognized in any relevant jurisdiction.
5. “Purpose” means the marketing and promotional activities to publicize Consultant as an authorized service provider under this Agreement.
6. “Quality Standards” refers to the standards detailed in Schedule 1.
7. “Term” collectively refers to the Initial Term and all subsequent Renewal Terms, as defined in Section 7.1.
8. “Trademark Guidelines” means (i) Client’s branding guidelines for using Client Trademarks, detailed in Schedule 2; and (ii) Client’s terms of service (available at [URL for Client’s terms of service]), along with any amendments thereto.

2. Quality Standards

1. Consultant shall maintain compliance with the Quality Standards throughout the Term.
2. Client may assess Consultant’s compliance with these Quality Standards at any time. Consultant agrees to cooperate, including providing written proof of compliance.
3. After such an assessment, Client shall issue a report stating whether Consultant meets the Quality Standards. If Consultant fails to meet them, the report will include corrective actions and a timeframe for re-assessment.
4. If Consultant fails re-assessment, Client may terminate this Agreement as permitted in Section 7.2.
5. Client may update the Quality Standards at its discretion by giving written notice (including email) to Consultant.
6. Subject to this Section 2, Consultant may undertake mutually agreed marketing and promotional activities to publicize its status as a Client AI Consultant.

3. Marketing and Publicity

1. The parties may exchange respective logos (in mutually agreeable formats) solely for use in connection with the Purpose and, for Client Trademarks, subject to Sections 3.3 through 3.11.
2. Consultant grants Client a royalty-free, non-exclusive, worldwide, revocable license under Consultant’s trademarks to use Consultant’s name, product names, and company/product logos:
   • (i) on the Client’s website(s) at [Client’s website URL]; and
   • (ii) on advertising and promotional materials related to Client’s affiliate program for AI consultants.
3. Subject to Section 2 and this Section 3, Client grants Consultant a royalty-free, non-exclusive, worldwide, non-transferable (except under Section 8.1), revocable license to use the Client Trademarks during the Term solely for the Purpose and pursuant to this Agreement.
4. Consultant shall use Client Trademarks in accordance with the Trademark Guidelines. Client may revise its Trademarks or Trademark Guidelines at any time, and such revisions will be effective for printed materials within ninety (90) days after Consultant’s receipt of notice.
5. Upon Client’s request, Consultant shall submit samples of materials bearing Client Trademarks so Client can verify compliance. If material fails to comply, Consultant must promptly correct or cease using non-compliant materials.
6. Consultant shall not commit any act (or omission) that could:
   • (i) allow Client Trademarks to become generic;
   • (ii) cause the Trademarks to lose distinctiveness;
   • (iii) invalidate existing registrations;
   • (iv) prejudice future registrations or applications;
   • (v) dilute or reduce their commercial value or associated goodwill; or
   • (vi) be materially detrimental to Client’s reputation.
7. Consultant shall reasonably assist Client in maintaining the validity of Client Trademarks. Upon Client’s request and at Client’s expense, Consultant shall provide samples of use or other assistance necessary to support trademark registrations or renewals.
8. Except as provided in this Agreement, Consultant shall not use or register (in any jurisdiction) any term, trademark, service mark, logo, slogan, product name, service name, technology name, or domain name that is:
   • (i) confusingly similar to Client Trademarks or product/service/technology names; or
   • (ii) dilutive of, or detrimental to, the distinctive character or repute of Client Trademarks.
9. Consultant acknowledges that any goodwill arising from use of the Client Trademarks belongs exclusively to Client. Consultant hereby assigns all such goodwill to Client.
10. If Consultant becomes aware of any possible infringement or unauthorized use of Client Trademarks, Consultant shall promptly notify Client.
11. The parties may share marketing collateral and may mutually create promotional materials. Consultant may, at Client’s invitation, attend or present at relevant events, conferences, or webcasts.
12. The parties may mutually agree on the terms and method of issuing public announcements (e.g., press releases, blog posts) to support the Purpose.

4. Confidentiality

1. Each party shall maintain the confidentiality of any Confidential Information disclosed by the other, using at least the same level of care as it uses to protect its own confidential information, but never less than a reasonable standard of care. The obligation to keep information confidential is indefinite.
2. Disclosure of Confidential Information is permitted when:
   • (i) required by court order or law, provided the disclosing party notifies the other party promptly and gives an opportunity to contest or limit the disclosure;
   • (ii) authorized in writing by the original discloser;
   • (iii) made by Client to its subsidiaries under the same confidentiality obligations; or
   • (iv) necessary for the receiving party’s legal or financial advisors, provided those advisors are bound by confidentiality obligations at least as strict as those in this Agreement.
3. Consultant shall not use Client’s Confidential Information except as allowed under this Agreement. Specifically, Consultant shall not use Client’s Confidential Information to analyze or compare patent coverage, circumvent Client’s Intellectual Property, modify existing patents or applications, or publish performance comparisons without Client’s prior written consent.
4. Confidentiality obligations do not apply to information that:
   • (i) is already known to the receiving party without confidentiality restrictions;
   • (ii) becomes part of the public domain without breach of this Agreement; or
   • (iii) is disclosed by a third party without violation of any confidentiality obligation.

5. Warranties and Indemnities

1. Consultant shall use reasonable best efforts to provide services in compliance with this Agreement, exercising a high degree of care, skill, diligence, and professional standards. However, there is no guarantee of any particular result, even if results were discussed or outlined. If Client is dissatisfied, Client’s sole remedy is to terminate this Agreement under its terms.

   EXCEPT AS EXPRESSLY STATED, ALL OTHER WARRANTIES ARE DISCLAIMED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

2. Consultant represents and warrants that it shall not provide Client any customer or third-party confidential information or intellectual property that Consultant has no right to share.

6. Limitation of Liability

1. EXCEPT IN CASES OF BREACH OF CONFIDENTIALITY (SECTION 4) OR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
2. NOTWITHSTANDING ANY OTHER PROVISION, THE MAXIMUM AGGREGATE LIABILITY OF EITHER PARTY TO THE OTHER FOR ALL CLAIMS UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL SUM, IF ANY, PAID BY CLIENT TO CONSULTANT.

7. Term and Effect of Termination

1. This Agreement begins on the Effective Date and continues for one (1) year (the “Initial Term”). It automatically renews for successive one (1) year terms (each a “Renewal Term”), unless a party provides thirty (30) days’ written notice before the current term ends.
2. Client may terminate this Agreement immediately upon written notice if Consultant fails to meet the Quality Standards (Section 2) or if Client deems there is a credible reputational risk.
3. Either party may terminate immediately upon written notice if:
   • (i) the other party commits a material breach or repeated breaches of obligations under this Agreement;
   • (ii) the other party fails to remedy a breach within sixty (60) days of written notice;
   • (iii) the other party enters insolvency, administration, or similar proceedings; or
   • (iv) the other party is wound up or has a receiver appointed over its assets.
4. Either party may terminate this Agreement without cause with thirty (30) days’ written notice to the other party.
5. Upon termination or expiration, the licenses granted under Sections 3.2 and 3.3 end, and each party shall cease using the other’s trademarks, including Client Trademarks. Each party shall destroy or return any Confidential Information (including all copies or derivatives) belonging to the other.
6. Sections 1, 4, 5, 6, 7, and 8 survive termination or expiration of this Agreement.

8. General Provisions

1. Assignment. Consultant shall not assign or transfer this Agreement without Client’s prior written consent.
2. No Waiver. Delay or failure to enforce any provision does not constitute a waiver of future enforcement.
3. Entire Agreement. This Agreement (including its Schedules) is the entire agreement regarding its subject matter, superseding all prior agreements or understandings. No modification is binding unless in writing and signed by both parties.
4. Notices. All notices must be in writing and delivered personally, by overnight courier, email (with confirmation), or registered mail. Notices are effective as of receipt (or, for courier/mail, 48 hours after dispatch).
5. Force Majeure. Neither party is liable for delays or failure to perform caused by events beyond its reasonable control (acts of God, epidemics, war, riots, etc.). The delayed party must give prompt notice and use reasonable efforts to overcome the delay.
6. Independent Parties. Client and Consultant are independent contractors. Neither is the agent or employee of the other, and neither has the authority to bind the other.
7. Severability. Each clause stands independently. If any clause is deemed illegal or unenforceable, it shall be modified to the extent necessary to make it enforceable, and the remaining terms remain valid.
8. Export Control. All Confidential Information is subject to U.S. export control laws. Consultant agrees to comply with such laws and not export or re-export any Confidential Information in violation of these laws.
9. Dispute Resolution and Mandatory Arbitration.

   This Agreement is governed by the laws of the State of [Governing Law State]. Any dispute (“Dispute”) shall first be discussed in good faith for thirty (30) days. If unresolved, the Dispute shall be submitted to binding arbitration before a single arbitrator in the City/County of [City/County of Client’s Principal Office], State of [Governing Law State], under American Arbitration Association rules. Each party shall bear its own costs. The arbitrator’s decision is final. If the arbitration clause is held unenforceable, any Dispute will be heard exclusively in the state or federal courts located in [City/County of Client’s Principal Office], State of [Governing Law State]. The prevailing party in any lawsuit shall be entitled to reasonable attorney’s fees and expenses.

10. Partial Invalidity. If any provision is held unenforceable or contrary to public policy, it will be enforced to the maximum extent permitted by law, and the rest of the Agreement remains in effect.
11. Amendments; Waiver. This Agreement may not be amended or waived orally; all amendments or waivers must be in a signed writing by both parties. A waiver of any breach does not waive subsequent breaches.
12. Force Majeure (Additional). Consultant shall not be considered in default if a delay in performance is due to causes beyond its reasonable control, such as labor disputes, governmental regulations, fire, casualty, epidemic, war, or acts of God.
13. Assignment Restrictions. This Agreement may not be assigned by Consultant without Client’s written consent, except in corporate reorganizations. Duties can only be delegated to subcontractors approved by Client.
14. Further Notices. All notices, requests, claims, and demands must be in writing and shall be deemed given upon (3) days of mailing or upon confirmed receipt of email.
15. Headings. Section headings are for convenience only and shall not affect interpretation. Ambiguities shall not be construed against the drafter.

Schedule 1: Quality Standards

• Consultant has successfully created and launched a machine learning product or service (i) running on Client’s technology, (ii) currently commercially available.
• Positive testimonials from Consultant’s customers indicating satisfactory performance.
• Financial stability.
• Demonstrable project management capabilities.
• Satisfactory quality assurance processes.
• High-level information security and management.
• Key staff possess necessary knowledge, training, and development.
• Business continuity processes are in place.
• Risk management processes are in place.
• Facilities, laboratories, and equipment used to provide services meet satisfactory standards.

Schedule 2: Client Branding Guidelines

1. Advertising and Promotional Materials
   • Consultant may use Client corporate logo on marketing or promotional materials to publicize membership in the Client AI Consultant program.
   • Consultant may use Client word trademarks and any related Client product or service trademarks for marketing or promotional materials to publicize membership in the program.
2. Websites
   • Consultant may display the Client corporate logo on its website to denote membership in the Client AI Consultant program.
   • Consultant may use Client word trademarks and any relevant product or service trademarks on its website to promote membership in the program.
3. Products, Technical Documentation, and Services
   • Unless a separate trademark agreement states otherwise, Consultant may not apply any Client Trademarks to Consultant products, packaging, or technical documentation for services.

END OF AGREEMENT