AI CONSULTING SERVICES AGREEMENT

AGREEMENT DATE: [DATE]

ENGAGEMENT NUMBER: [ENGAGEMENT-NUMBER]

PARTIES

CLIENT:
- Legal Name: [CLIENT LEGAL NAME]
- Address: [FULL ADDRESS]
- Contact: [NAME, EMAIL, PHONE]

CONSULTANT:
- Legal Name: [CONSULTANT LEGAL NAME]
- Address: [FULL ADDRESS]
- Contact: [NAME, EMAIL, PHONE]

ARTICLE 1: ENGAGEMENT OVERVIEW

1.1 Scope of Services

Consultant shall provide AI consulting services as described in Schedule A ("Services"), which may include:

☐ AI Strategy Development
☐ AI Readiness Assessment
☐ AI Governance Framework Development
☐ AI Risk Assessment
☐ AI Vendor Selection Support
☐ AI Implementation Planning
☐ AI Ethics and Responsible AI Advisory
☐ AI Regulatory Compliance Assessment
☐ AI Training and Education
☐ AI Project Management
☐ Other: [SPECIFY]

1.2 Deliverables

1.3 Project Timeline

• Start Date: [DATE]
• End Date: [DATE]
• Key Milestones: See Schedule B

ARTICLE 2: CONSULTANT RESPONSIBILITIES

2.1 Service Standards

Consultant shall:
☐ Perform Services professionally and competently
☐ Assign qualified personnel with appropriate expertise
☐ Meet agreed timelines and milestones
☐ Provide regular progress updates
☐ Escalate issues promptly

2.2 Key Personnel

Key personnel may not be replaced without Client's consent.

2.3 Independence

Consultant confirms:
☐ No conflicts of interest affecting objectivity
☐ Will disclose any potential conflicts
☐ Recommendations based solely on Client's interests

ARTICLE 3: CLIENT RESPONSIBILITIES

3.1 Cooperation

Client shall:
☐ Provide timely access to information and personnel
☐ Designate a project liaison
☐ Make decisions within agreed timeframes
☐ Provide feedback on deliverables promptly

3.2 Client Liaison

Name: [NAME]
Title: [TITLE]
Contact: [EMAIL, PHONE]

3.3 Information Accuracy

Client warrants that information provided is accurate and complete to the best of Client's knowledge.

ARTICLE 4: FEES AND EXPENSES

4.1 Fee Structure

☐ Fixed Fee: $[AMOUNT] for complete engagement
☐ Time and Materials: Based on rates in Schedule C
☐ Retainer: $[AMOUNT] per [PERIOD]
☐ Milestone-Based: Per Schedule B

4.2 Expenses

☐ Included in fees
☐ Reimbursed at cost: [CATEGORIES]
☐ Pre-approval required above $[AMOUNT]

4.3 Payment Terms

• Invoices: [MONTHLY/MILESTONE/OTHER]
• Due: [NUMBER] days from invoice
• Late payment: [%] interest per month

ARTICLE 5: INTELLECTUAL PROPERTY

5.1 Client Materials

Client owns all data, documents, and materials provided to Consultant.

5.2 Deliverables

Ownership of Custom Deliverables:
☐ Client owns all custom deliverables
☐ Consultant owns, Client receives license
☐ Joint ownership

5.3 Consultant's Pre-Existing Materials

Consultant retains ownership of pre-existing methodologies, tools, and know-how. Client receives a non-exclusive license to use such materials incorporated in deliverables.

5.4 Residual Knowledge

Consultant may retain general knowledge, skills, and experience gained during engagement (excluding confidential information).

ARTICLE 6: CONFIDENTIALITY

6.1 Obligations

Each party shall:
☐ Maintain confidentiality of the other's confidential information
☐ Use confidential information only for this engagement
☐ Limit disclosure to personnel with need to know

6.2 Exceptions

Standard exceptions for public information, prior possession, independent development, and legal requirements.

6.3 Duration

Obligations survive for [NUMBER] years after termination.

ARTICLE 7: WARRANTIES AND DISCLAIMERS

7.1 Consultant Warranties

Consultant warrants:
☐ Services performed professionally and competently
☐ Personnel have appropriate qualifications
☐ Deliverables free from known errors at delivery

7.2 Disclaimers

CONSULTANT DISCLAIMS:
- Warranties of merchantability or fitness for particular purpose
- Guarantees of specific outcomes or results
- Responsibility for Client's implementation decisions
- Liability for third-party products or services recommended

CLIENT ACKNOWLEDGES:
- Consulting advice is based on information available
- AI technology and regulations are rapidly evolving
- Final decisions are Client's responsibility

ARTICLE 8: LIABILITY

8.1 Limitation

CONSULTANT'S LIABILITY LIMITED TO FEES PAID UNDER THIS AGREEMENT.

8.2 Exclusion

NEITHER PARTY LIABLE FOR INDIRECT, CONSEQUENTIAL, OR PUNITIVE DAMAGES.

8.3 Insurance

Consultant maintains:
- Professional liability: $[AMOUNT]
- General liability: $[AMOUNT]

ARTICLE 9: TERM AND TERMINATION

9.1 Term

This Agreement commences [DATE] and continues until [DATE OR COMPLETION].

9.2 Termination

☐ Either party may terminate for convenience upon [DAYS] notice
☐ Either party may terminate for material breach not cured within [DAYS]

9.3 Effects

Upon termination:
- Consultant delivers work completed to date
- Client pays for Services rendered through termination
- Confidentiality obligations survive

ARTICLE 10: GENERAL PROVISIONS

Governing Law: [JURISDICTION]

Dispute Resolution: [METHOD]

Independent Contractor: Consultant is independent contractor, not employee.

Assignment: No assignment without consent.

Entire Agreement: This Agreement and Schedules constitute entire agreement.

Amendments: Written amendments only.

SIGNATURES

CLIENT:

Signature: _________________________________ Date: _____________

Name: [NAME] Title: [TITLE]

CONSULTANT:

Signature: _________________________________ Date: _____________

Name: [NAME] Title: [TITLE]

SCHEDULE A: SCOPE OF SERVICES

[DETAILED DESCRIPTION OF SERVICES]

SCHEDULE B: PROJECT PLAN AND MILESTONES

[DETAILED PROJECT PLAN]

SCHEDULE C: RATE SCHEDULE

This AI Consulting Services Agreement template is provided for informational purposes. Legal counsel review is recommended.