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.
