Client Services Agreement
This Client Services Agreement is entered into between AI Infinity LLC, a company registered in Georgia with its registered address at Regus, Freedom Square, Tbilisi, Georgia, and the Client.
1. Scope of Services:
AI Infinity agrees to provide the Client with services related to data analytics, business intelligence, data engineering, dashboard development, reporting and analytical consulting, and data strategy and insights. The specific services, timelines, and deliverables shall be described in a Statement of Work (SOW) or project proposal agreed upon by both Parties.
2. Deliverables:
AI Infinity shall provide deliverables such as analytical reports, data models, dashboards and visualizations, data transformation pipelines, and strategic insights and recommendations. All deliverables shall be provided in accordance with the specifications outlined in the agreed Statement of Work.
3. Client Responsibilities:
The Client agrees to provide accurate and timely access to required datasets, ensure it has the legal right to share all data provided, assign a contact person for coordination, and provide necessary feedback and approvals in a timely manner. AI Infinity shall not be responsible for delays caused by incomplete or delayed data from the Client.
4. Fees and Payment:
The Client agrees to pay AI Infinity the fees specified in the applicable Statement of Work. Unless otherwise agreed, invoices are payable within 30 days of issuance, late payments may incur interest at 1.5% per month or the maximum permitted by law, and AI Infinity reserves the right to suspend services for overdue payments.
5. Confidentiality:
Both Parties agree to maintain strict confidentiality regarding all proprietary or confidential information exchanged during the course of the engagement, including business data, customer data, technical documentation, and analytical models and methodologies. This obligation shall survive termination of the Agreement.
6. Intellectual Property:
Unless otherwise agreed in writing, the Client retains ownership of its data. AI Infinity retains ownership of its analytics frameworks, methodologies, tools, and intellectual property. Deliverables created specifically for the Client may be licensed for the Client's internal business use.
7. Data Protection:
Both Parties agree to comply with applicable data protection and privacy laws. Where AI Infinity processes personal or sensitive data on behalf of the Client, such processing shall be governed by the Data Processing Agreement attached to this Agreement.
Limitation of Liability:
AI Infinity's liability under this Agreement shall be limited to the total fees paid by the Client for the services giving rise to the claim. In no event shall AI Infinity be liable for loss of profits, loss of business opportunities, loss of data, or indirect or consequential damages.
8. Term and Termination:
This Agreement shall remain in effect until the completion of services unless terminated earlier. Either Party may terminate this Agreement by providing 30 days written notice. Upon termination, all outstanding payments become immediately due and confidentiality obligations remain in effect.
9. Governing Law:
This Agreement shall be governed by the laws of Georgia. Any disputes arising from this Agreement shall be resolved through the appropriate courts located in Georgia.
10. Entire Agreement:
This Agreement, together with any Statements of Work, constitutes the entire agreement between the Parties and supersedes any prior agreements or understandings.
Confidentiality
For the purposes of this Agreement, Confidential Information means any non-public, proprietary, or sensitive information disclosed by either Party to the other, whether in written, electronic, or oral form. Confidential Information may include business strategies, financial information, customer data, employee information, operational data, datasets and databases, analytical models and methodologies, software tools or technical documentation, and project plans and deliverables.
Obligation of Confidentiality:
Each Party agrees to maintain the confidentiality of all Confidential Information received from the other Party, use such information solely for the purpose of performing obligations under this Agreement, and take reasonable measures to protect such information from unauthorized access or disclosure. Neither Party shall disclose Confidential Information to any third party without the prior written consent of the disclosing Party.
Permitted Disclosure:
Confidential Information may be disclosed to employees, contractors, advisors or professional consultants provided that such individuals have a legitimate need to know the information and are bound by confidentiality obligations at least as strict as those contained in this Agreement.
Exclusions:
Confidential Information does not include information that is or becomes publicly available through no breach of this Agreement, was already known to the receiving Party prior to disclosure, is received from a third party lawfully and without confidentiality obligations, or is independently developed without reference to the disclosing Party's information.
Legal Disclosure:
If a Party is required by law, regulation, or court order to disclose Confidential Information, that Party shall provide prompt notice to the other Party where legally permitted and disclose only the minimum information required.
Duration:
The confidentiality obligations under this Agreement shall remain in effect during the term of the Agreement and for a period of three (3) years after the termination or completion of services.
Return or Destruction of Information:
Upon termination of the Agreement or upon written request, the receiving Party shall return or securely destroy Confidential Information belonging to the other Party, except where retention is required by law or necessary for legitimate business records.
Client Non-Solicitation
The Client agrees that during the term of this Agreement and for a period of twelve (12) months following the termination or completion of the services, the Client shall not directly or indirectly solicit, recruit, hire, or attempt to hire, engage as an employee, contractor, consultant, or advisor, or encourage to leave employment, any employee, contractor, consultant, or representative of AI Infinity who was involved in providing services under this Agreement. This restriction applies whether the solicitation occurs directly or through a third party.
Exception:
This clause shall not apply to general job advertisements not specifically targeted at AI Infinity personnel, or individuals who respond independently to such public advertisements without prior solicitation.
Remedy for Breach:
In the event the Client hires or engages an employee or contractor of AI Infinity in violation of this clause, the Client agrees to pay AI Infinity a recruitment fee equivalent to twelve (12) months of the individual's most recent compensation or USD 5,000, whichever is higher, as liquidated damages. This amount represents a reasonable estimate of the costs associated with recruitment, training, and loss of business continuity.
Survival:
The obligations under this clause shall survive termination or expiration of this Agreement.
Intellectual Property Reuse
AI Infinity retains ownership of all pre-existing intellectual property, including but not limited to analytical methodologies, frameworks, algorithms, software tools, data models, templates, scripts, libraries, proprietary processes, and know-how developed before or during the provision of services. To the extent such intellectual property is incorporated into deliverables provided to the Client, AI Infinity grants the Client a non-exclusive, non-transferable license to use the deliverables for the Client's internal business purposes only.
Reuse of Methodologies and Know-How:
Nothing in this Agreement shall prevent AI Infinity from using, developing, improving, or reusing its general knowledge, skills, experience, methodologies, frameworks, or analytical techniques acquired during the course of providing services to the Client. AI Infinity may apply such knowledge and methodologies in work performed for other clients, provided that no confidential information belonging to the Client is disclosed or reused.
Client Data Protection:
The Client shall retain full ownership of its data, proprietary business information, and confidential datasets provided to AI Infinity. AI Infinity shall not reuse, disclose, or distribute Client data except as necessary to provide the agreed services or as permitted by the Client in writing.
Survival:
The provisions of this clause shall survive termination or expiration of this Agreement.
