A legally-grounded yet plain-English agreement for AI/ML consultants, data scientists, and machine learning engineers. Covers scope, deliverables, milestone payments, data/model rights, IP transfer, and liability — built for the unique risks of probabilistic work.
This Agreement (Agreement No. AIML-2026-001) is entered into as of August 15, 2026 (the “Effective Date”) between Alex Chen (“Service Provider”) and Sarah Walker, on behalf of NeuroSync AI (“Client”), who agree to the following terms.
“Deliverables” means the models, code, documentation, and other work product listed in Clause 3.
“Client Data” means any dataset, document, or information the Client provides or grants access to for use in the Services.
“AI Tools” means any third-party or foundation model, pretrained checkpoint, model API, or AI-assisted development tool used by the Service Provider in performing the Services, as disclosed in Clause 6.
“Model” means the trained machine learning artifact(s) delivered under this Agreement, including weights, parameters, and configuration.
“Acceptance Criteria” means the measurable conditions defined in Clause 3 that a Deliverable must meet for the Client to accept it.
Service Provider agrees to perform the machine learning development services described in this Clause 2 (the “Services”).
Client will provide reasonable access to necessary datasets, credentials, and subject-matter expertise within 5 business days of a written request.
Any work outside this Clause 2 — including retraining on new data, productionizing, ongoing monitoring, or building supporting infrastructure not listed in Clause 3 — is out of scope and requires a written change order signed by both Parties before work begins, including any adjustment to fees under Clause 4.
Service Provider will deliver the following by the final milestone date, each subject to the Acceptance Criteria stated:
Client has 10 business days from delivery to test each Deliverable against its Acceptance Criteria and either accept it in writing or reject it with a specific, written description of which criterion was not met. A Deliverable is deemed accepted if Client does not respond within this period. Statements about performance anywhere else in this Agreement are estimates, not independent guarantees — the Acceptance Criteria in this Clause 3 are the sole measure of whether a Deliverable is complete.
Total fee: USD 48,000 (Fixed-Price Project), payable as follows:
#
MILESTONE
SHARE
1
Project Kickoff & Data Audit
25%
2
Model Development & Training
50%
3
Deployment & Final Delivery
25%
Invoices are due within 15 days of receipt. Late payments accrue interest at 1.5% per month. Service Provider may pause work, without breaching this Agreement, if payment is more than 10 days overdue, upon written notice to Client.
Client grants Service Provider a limited license to access, process, and use Client Data solely to perform the Services. Service Provider will not use Client Data to train models for any other client, or retain copies after the warranty period in Clause 12 ends, except as needed for legally required record-keeping.
Where Client Data includes personal data, Service Provider will handle it in accordance with applicable data protection law (including, where relevant, GDPR or CCPA), use reasonable technical safeguards, and notify Client without undue delay of any confirmed unauthorized access to Client Data.
Service Provider will not transmit Client Data to any third-party AI Tool, API, or platform not disclosed in Clause 6 without Client’s prior written consent.
Service Provider will disclose, on request, which AI Tools (pretrained models, model APIs, or AI-assisted coding tools) are used in performing the Services, and their license terms where those terms restrict Client’s use of the resulting Deliverables.
Known third-party components for this engagement: HuggingFace base checkpoint (Apache 2.0). Service Provider will notify Client in writing before introducing any additional third-party model or dataset with usage restrictions.
Client is responsible for its own compliance obligations arising from its use of the Deliverables, including any applicable AI-specific regulation in Client’s jurisdiction.
Compute and infrastructure costs for this engagement (cloud GPU time, storage, API usage, and similar) will be borne by: Client, via a shared AWS account provided at kickoff.
Where Service Provider incurs compute costs directly, Client will reimburse documented costs within 15 days of invoice, up to a pre-approved monthly cap of 500 USD absent prior written approval for a higher amount.
Given the probabilistic nature of machine learning, Service Provider will perform the Services in a commercially reasonable, workmanlike manner, and stands behind the Acceptance Criteria defined in Clause 3. Outside of those specific, agreed criteria, Service Provider does not guarantee particular business outcomes or fitness for uses not described in Clause 2.
Client is responsible for evaluating the Deliverables’ suitability for its own use case, including any regulatory, safety, or fairness requirements specific to Client’s industry, before deploying the Model in production.
Upon full and final payment of all fees due under Clause 4, all Deliverables — including trained Model weights, source code, and documentation created specifically for this engagement — become Client’s property. Before full payment, Service Provider retains ownership and grants Client a limited license to internally test (but not deploy to production or distribute) the Deliverables.
Service Provider retains the right to reuse general skills, methodologies, and non-project-specific code (utility libraries, data-loading patterns, and similar) in future work. Client Data itself remains Client’s property at all times.
Deliverables may incorporate third-party or open-source components disclosed under Clause 6; those components remain subject to their own license terms and are not transferred by this Clause.
Each Party will keep the other’s confidential information — including Client’s proprietary data and business processes, and Service Provider’s fees, methods, and proprietary tooling — confidential, and will not disclose it to third parties, for 2 years after the last payment under this Agreement.
This Clause does not apply to information that is public through no fault of the receiving Party, was already known to the receiving Party, or must be disclosed by law. Either Party may seek injunctive relief for a breach of this Clause, in addition to other remedies available.
Service Provider is an independent contractor, not an employee, partner, or agent of Client. Service Provider is responsible for its own taxes, benefits, insurance, and work methods, and this Agreement does not create any exclusivity, partnership, or joint venture between the Parties.
For 30 days after Client accepts the final Deliverable, Service Provider will fix, at no additional charge, any failure of a Deliverable to meet its Acceptance Criteria as originally defined. This warranty does not cover performance changes caused by data drift, changes to Client’s data or systems, or use outside the scope described in Clause 2. Support beyond this period, including monitoring for model drift, requires a separate written agreement.
Each Party’s total liability under this Agreement is capped at the total fees paid under Clause 4. Neither Party is liable for indirect, consequential, or incidental damages — including lost profits, data loss, or business interruption — even if advised of the possibility, except in cases of gross negligence, willful misconduct, or a breach of Clause 10.
This Clause survives termination of this Agreement.
This Agreement begins on the Effective Date and continues until the Services are completed and accepted, unless ended earlier under this Clause.
Either Party may terminate for convenience with 14 days’ written notice. Either Party may terminate immediately for the other’s uncured material breach, if the breach is not fixed within 10 days of written notice describing it.
On termination, Client will pay for Services performed and accepted-in-progress up to the termination date, and Service Provider will deliver work product completed to that point in its current state.
Neither Party is liable for a delay or failure to perform caused by events beyond its reasonable control, including natural disaster, war, internet or cloud-provider outage, or government action, provided the affected Party gives prompt notice and resumes performance as soon as reasonably possible.
The Parties will attempt in good faith to resolve any dispute arising from this Agreement through direct negotiation for 15 days before pursuing other remedies. If unresolved, either Party may bring the dispute in the courts of the jurisdiction named in Clause 17, or via mediation if both Parties agree in writing.
17.1 Governing law. This Agreement is governed by the laws of the State of Delaware, USA, without regard to conflict-of-law rules.
17.2 Assignment. Neither Party may assign this Agreement without the other’s written consent, except to a successor in a merger or acquisition.
17.3 Notices. Legal notices under this Agreement must be sent in writing to the addresses or emails on file, and are effective on confirmed receipt.
17.4 Entire agreement. This Agreement, including any signed change orders under Clause 2, is the entire agreement between the Parties and supersedes any prior discussions or proposals. Amendments must be in writing and signed by both Parties.
17.5 Counterparts & e-signature. This Agreement may be signed in counterparts, including electronically, each of which is an original.
By signing below, both Parties agree to the terms of this Agreement.
Service Provider: Alex Chen
Title: Founder
Date: ___________________________
Client: Sarah Walker
Title: Head of Product
Date: ___________________________
This Agreement is governed by the laws of the State of Delaware, USA. Both Parties consent to exclusive jurisdiction in the courts named herein.
Fill in the placeholders, customize with AI, and export as PDF.