AI Integration Partnership Agreement

AI INTEGRATION PARTNERSHIP AGREEMENT

AGREEMENT DATE: [DATE]

PARTNERSHIP NUMBER: [PARTNERSHIP-NUMBER]

PARTIES

PARTY A ("Company A"):

• Legal Name: [COMPANY A LEGAL NAME]
• Address: [FULL ADDRESS]
• Contact: [NAME, EMAIL, PHONE]

PARTY B ("Company B"):

• Legal Name: [COMPANY B LEGAL NAME]
• Address: [FULL ADDRESS]
• Contact: [NAME, EMAIL, PHONE]

(Each a "Party" and together the "Parties")

RECITALS

WHEREAS, Company A provides [DESCRIBE A'S TECHNOLOGY/SERVICES];

WHEREAS, Company B provides [DESCRIBE B'S TECHNOLOGY/SERVICES];

WHEREAS, the Parties wish to integrate their respective AI technologies to create enhanced solutions for their customers;

NOW, THEREFORE, the Parties agree as follows:

ARTICLE 1: PARTNERSHIP SCOPE

1.1 Partnership Purpose

The purpose of this commercial collaboration is to:

☐ Integrate Company A's [TECHNOLOGY] with Company B's [TECHNOLOGY]
☐ Develop joint AI solutions
☐ Co-market integrated offerings
☐ Share data for AI improvement
☐ Collaborate on AI research
☐ Other: [SPECIFY]

1.2 Integration Scope

1.3 Partnership Tiers

☐ Non-Exclusive: Both Parties may enter similar partnerships with others
☐ Preferred: Parties commit to preferential treatment but not exclusivity
☐ Exclusive: Exclusive partnership for [SCOPE/TERRITORY/DURATION]

ARTICLE 2: TECHNICAL INTEGRATION

2.1 API Access

Each Party grants the other:
☐ Access to APIs described in Schedule A
☐ API documentation and technical support
☐ Test environment access
☐ Production environment access upon integration completion

2.2 Integration Requirements

2.3 Technical Standards

Integrations shall comply with:
☐ Security standards in Schedule B
☐ Performance requirements in Schedule C
☐ Data format specifications
☐ Industry standards: [SPECIFY]

2.4 Support

Each Party shall:
☐ Provide technical support for its components
☐ Maintain [NUMBER] hours response time for critical issues
☐ Designate technical contacts
☐ Provide reasonable integration assistance

ARTICLE 3: DATA SHARING

3.1 Data Sharing Scope

Do not transfer data until this table and the Article 8 requirements matrix identify the provider/recipient roles, rights/permissions, affected persons, purpose, fields, frequency, location, security, retention/deletion, and downstream access.

3.2 Data Use Restrictions

Shared data may be used only for:
☐ Purposes specified in this Agreement
☐ Improving integrated solutions
☐ Analytics and reporting (aggregated only)

Shared data may NOT be used for:
☐ Training, fine-tuning, evaluation, retrieval, feedback, or model improvement except as expressly completed in the table and Article 8
☐ Sharing with third parties
☐ Competitive purposes

3.3 Data Protection

Both Parties shall perform the data and security requirements allocated to them in Article 8 and Schedule B, including any required separate data agreement. Incident notice terms: [EVENT/SEVERITY, RECIPIENT, METHOD, CONTENT, DEADLINE/TRIGGER, UPDATES, COOPERATION, AND LEGAL/PRIVILEGE LIMITS].

3.4 AI Training Data

☐ No identified data category may be used for model training/improvement
☐ The following data may be used only under the documented privacy/status tests, permissions, purpose, model/version, retention, output, and opt-out/objection terms: [INSERT]
☐ Joint training initiatives require a completed rights/provenance, requirements, security, evaluation, and allocation schedule

ARTICLE 4: INTELLECTUAL PROPERTY

4.1 Background IP

Each Party retains only the Background IP rights it controls and documents in Schedule D. No ownership, validity, protectability, or non-infringement representation is implied.

4.2 Integration IP

Contractual allocation does not establish that an integration artifact is protectable, separately owned, or free of underlying/third-party rights. Complete Schedule D by component, contributor, existing rights, assignment/license, territory, term, field, sublicense, retained rights, restrictions, accounting, and required formalities.

4.3 Licenses Granted

Company A grants Company B:
☐ Non-exclusive license to integrate with A's AI technology
☐ Right to market integrated solution
☐ API/SDK usage rights
☐ Trademark license for co-marketing (per Section 5)

Company B grants Company A:
☐ Non-exclusive license to integrate with B's AI technology
☐ Right to market integrated solution
☐ API/SDK usage rights
☐ Trademark license for co-marketing (per Section 5)

4.4 Improvements

Rights and permissions for feedback, improvements, adaptations, connectors, prompts, configurations, models, weights, evaluation artifacts, and other contributions are allocated only as completed in Schedule D.

ARTICLE 5: MARKETING AND BRANDING

5.1 Co-Marketing

The Parties agree to:
☐ Joint marketing of integrated solution
☐ Joint press releases (mutually approved)
☐ Participation in partner's marketing events
☐ Shared marketing expenses: [ALLOCATION]

5.2 Trademark Usage

Each Party grants the other limited license to use trademarks for:
☐ Marketing integrated solution
☐ Partner listings and directories
☐ Joint materials

Subject to:
☐ Brand guidelines in Schedule E
☐ Prior approval for materials
☐ No modification of trademarks

5.3 Lead Sharing

☐ Parties will share qualified leads
☐ Lead referral process in Schedule F
☐ Referral fees: [TERMS]

ARTICLE 6: COMMERCIALS

6.1 Revenue Model

☐ Revenue Share: [%] to Company A, [%] to Company B
☐ Referral Fees: [STRUCTURE]
☐ Licensing Fees: [STRUCTURE]
☐ No direct revenue sharing: Each Party monetizes own components

6.2 Pricing

☐ Each Party sets pricing for own components
☐ Joint solution pricing mutually agreed
☐ No undercutting of partner's direct pricing

6.3 Payment Terms

[PAYMENT TERMS IF APPLICABLE]

ARTICLE 7: GOVERNANCE

7.1 Partnership Management

Joint Steering Committee:

• Company A Representatives: [NAMES/ROLES]
• Company B Representatives: [NAMES/ROLES]
• Meeting Frequency: [FREQUENCY]
• Responsibilities: Strategic direction, dispute resolution

Operational Contacts:

• Technical: [A CONTACT], [B CONTACT]
• Commercial: [A CONTACT], [B CONTACT]
• Legal: [A CONTACT], [B CONTACT]

7.2 Decision Making

7.3 Performance Reviews

☐ Quarterly partnership reviews
☐ Annual strategic planning
☐ KPIs tracked in Schedule G

ARTICLE 8: COMPLIANCE AND SECURITY

8.1 AI Compliance

Complete one row for each potentially applicable law, regulator rule, binding order, sector rule, customer term, platform/cloud/model/data license, or adopted voluntary framework using a current official or controlling source.

The Parties shall allocate responsibility and cooperation for each applicable item; neither Party is solely responsible merely because it provides or receives a component.

8.2 Security Requirements

Both Parties shall perform only the approved security requirements in Schedule B and the matrix, including architecture, access, encryption/key management, SDLC/change control, vulnerability/remediation, logging/monitoring, resilience, incident, forensics, evidence, vendor, and deletion controls.

8.3 Audit Rights

No audit right applies unless Schedule B defines the auditor, scope, records/system access, notice, frequency, remote/onsite method, privacy/security/privilege limits, findings, remediation, costs, and dispute process.

ARTICLE 9: WARRANTIES

9.1 Mutual Warranties

Each Party warrants only the checked and completed items supported by evidence. Define knowledge, materiality, time, exceptions, update duty, survival, and remedy:
☐ Authority to enter this Agreement
☐ Negotiated IP representation: [SCOPE / RIGHTS / KNOWLEDGE / EXCEPTIONS]
☐ Performance of requirements allocated to it in Article 8
☐ Accurate representations in this Agreement

9.2 Technology Warranties

Each Party warrants its technology:
☐ Performs substantially as documented
☐ Free from known material defects
☐ Meets stated security standards

9.3 Disclaimer

No disclaimer applies unless counsel completes and approves it after selected-law, transaction, required wording/conspicuousness, nonwaivable warranties, remedies, and accepted-use review.

☐ Approved disclaimer: [EXPRESS WARRANTIES, DISCLAIMER TEXT, NONWAIVABLE RIGHTS, AND LIMITS]

ARTICLE 10: OPTIONAL LIABILITY & INDEMNIFICATION

No indemnity, defense obligation, damages exclusion, or liability cap applies unless counsel completes this Article after reviewing rights/provenance, data/security, third-party claims, fault, defense/settlement, insurance, remedies, public policy, and selected law.

10.1 Mutual Indemnification

☐ Each Party indemnifies [COVERED PARTIES] for the following covered third-party claims, subject to qualifiers, exclusions, procedures, remedies, insurance priority, and limits:
☐ IP infringement claims regarding its technology
☐ Breach of this Agreement
☐ Material failure to perform a requirement allocated to that Party in Article 8
☐ Negligence or willful misconduct

10.2 Limitation of Liability

☐ Damages exclusion: [CATEGORIES, CLAIMS, CAUSATION STANDARD, CARVE-OUTS, AND ENFORCEABILITY LIMITS]
☐ Cap: [AMOUNT / FORMULA, COVERED CLAIMS, EXCLUSIONS, AGGREGATION, PERIOD, AND INSURANCE EFFECT]

ARTICLE 11: CONFIDENTIALITY

11.1 Scope

Confidential information includes:
☐ Technical specifications and documentation
☐ Business strategies and pricing
☐ Customer information
☐ Partnership terms

11.2 Obligations

[USE/PURPOSE LIMITS, CARE, ACCESS, DISCLOSURE, PUBLIC/PRIOR/INDEPENDENT/THIRD-PARTY EXCEPTIONS, COMPELLED DISCLOSURE, NOTICE LIMITS, PROTECTIVE RELIEF, AND SECURITY]

11.3 Duration

Obligations survive for [PERIOD BY INFORMATION CATEGORY], subject to protected status, selected law, required disclosure, retention/deletion, and preservation holds.

ARTICLE 12: TERM AND TERMINATION

12.1 Term

☐ Initial term: [NUMBER] years
☐ Auto-renewal for successive [NUMBER]-year terms
☐ Written notice to terminate: [DAYS] before renewal

12.2 Termination for Cause

Either Party may terminate for:
☐ Material breach not cured within [DAYS]
☐ An insolvency-related event, only to the extent termination is permitted under the selected law: [DEFINE OR NONE]
☐ Material change impacting integration

12.3 Effects of Termination

Upon termination:
☐ Transition period: [DAYS] to wind down
☐ Return/delete identified information under: [SCOPE, DATE, BACKUPS, HOLDS, VERIFICATION, SECURITY, AND CONTINUING RIGHTS]
☐ Cease trademark usage
☐ Survival of: Confidentiality, IP ownership, indemnification

12.4 Customer Continuity

☐ Existing customer integrations may continue for [PERIOD]
☐ Transition support provided
☐ No new customer deployments

ARTICLE 13: GENERAL PROVISIONS

Governing Law: After conflicts, jurisdiction, IP, data, competition, and enforceability review: [JURISDICTION], subject to nonwaivable law applicable to a party, person, system, data set, product, service, or deployment.

Dispute Resolution: [ESCALATION; MEDIATION; COURT/FORUM; OR ARBITRATION ONLY AFTER ENFORCEABILITY REVIEW WITH ADMINISTRATOR, RULES, SEAT, SCOPE, COSTS, REMEDIES, DISCOVERY, AND REGULATOR/COURT CARVE-OUTS]

Assignment: [TERMS COMPLETED AFTER CHANGE-OF-CONTROL, THIRD-PARTY LICENSE, DATA/PRIVACY, TRADE/EXPORT, CUSTOMER-CONTINUITY, AND SELECTED-LAW REVIEW]

Entire Agreement: This Agreement and Schedules constitute entire agreement.

Amendments: Written amendments signed by both Parties.

Publicity: Joint press releases mutually approved.

Non-Exclusivity: Unless otherwise specified, this is non-exclusive.

No Legal Partnership / Agency / Fiduciary Relationship: The commercial label "partnership" does not authorize either Party to bind the other or create a legal partnership, joint venture, fiduciary relationship, employment, franchise, or agency. Complete any actual agency/reseller authority and mandatory consequences separately.

SIGNATURES

COMPANY A:

Signature: _________________________________ Date: _____________

Name: [NAME] Title: [TITLE]

COMPANY B:

Signature: _________________________________ Date: _____________

Name: [NAME] Title: [TITLE]

SCHEDULE A: TECHNICAL SPECIFICATIONS

[API AND INTEGRATION SPECIFICATIONS]

SCHEDULE B: SECURITY REQUIREMENTS

[SECURITY STANDARDS AND REQUIREMENTS]

SCHEDULE C: PERFORMANCE REQUIREMENTS

[SLA AND PERFORMANCE METRICS]

SCHEDULE D: IP ALLOCATION

[IP OWNERSHIP ALLOCATION FOR JOINT DEVELOPMENTS]

SCHEDULE E: BRAND GUIDELINES

[TRADEMARK USAGE GUIDELINES]

SCHEDULE F: LEAD REFERRAL PROCESS

[LEAD SHARING AND REFERRAL PROCEDURES]

SCHEDULE G: KEY PERFORMANCE INDICATORS

[PARTNERSHIP KPIS AND METRICS]

This informational template must be customized to the parties, systems/models/versions, components, data, rights evidence, uses, customers/users, territories, sectors, and selected law. Use does not establish a legal partnership, IP ownership, data rights, regulatory compliance, security, safety, or enforceability.