Consulting Services Agreement¶

Agreement Number: [AGREEMENT_NUMBER]

This Consulting Services Agreement ("Agreement") is entered into as of the Effective Date set forth below by and between:

Base2ML LLC ("Consultant") [CONSULTANT_ADDRESS] [CITY, STATE ZIP] Contact: [CONSULTANT_CONTACT_NAME] Email: [CONSULTANT_EMAIL] Phone: [CONSULTANT_PHONE]

and

[CLIENT_LEGAL_NAME] ("Client") [CLIENT_ADDRESS] [CITY, STATE ZIP] Contact: [CLIENT_CONTACT_NAME] Email: [CLIENT_EMAIL] Phone: [CLIENT_PHONE]

Consultant and Client are each referred to as a "Party" and collectively as the "Parties."

1. Effective Date and Term¶

Effective Date: [EFFECTIVE_DATE]

Initial Term: This Agreement begins on the Effective Date and continues for a period of [INITIAL_TERM_LENGTH] unless terminated earlier in accordance with Section 9.

Renewal: After the Initial Term, this Agreement will automatically renew for successive [RENEWAL_PERIOD] periods unless either Party provides written notice of non-renewal at least fifteen (15) days before the end of the then-current term.

2. Scope of Services¶

Consultant agrees to perform the following services for Client ("Services"):

[DETAILED_DESCRIPTION_OF_SERVICES]

[If applicable: The Services are further described in the Statement of Work attached as Exhibit A, which is incorporated by reference into this Agreement.]

Any work outside the scope described above or in an attached Statement of Work requires a written change order signed by both Parties before work begins.

3. Fees and Payment¶

3.1 Fee Structure¶

Client agrees to compensate Consultant as follows:

[SELECT AND COMPLETE THE APPLICABLE STRUCTURE:]

Hourly Rate: $[RATE] per hour for [ROLE/SERVICE_TYPE]
Fixed Fee: $[AMOUNT] for the complete scope of Services described in Section 2
Monthly Retainer: $[AMOUNT] per month for up to [NUMBER] hours of Services. Hours beyond the retainer are billed at $[OVERAGE_RATE] per hour.

3.2 Payment Terms¶

All invoices are due within [NET_15 / NET_30] days of the invoice date. Consultant will submit invoices [FREQUENCY: monthly / upon milestone completion / upon project completion].

3.3 Late Payment¶

Payments not received within the specified terms will accrue interest at a rate of one and one-half percent (1.5%) per month, or the maximum rate permitted by law, whichever is less. Consultant reserves the right to suspend Services if any payment is more than fifteen (15) days overdue.

3.4 Expenses¶

Client will reimburse Consultant for reasonable, pre-approved expenses incurred in performing the Services. Consultant will provide receipts for all expenses exceeding $[EXPENSE_THRESHOLD, e.g., 50]. Expenses must be approved by Client in writing before they are incurred.

4. Ownership of Work Product¶

4.1 Client Ownership of Deliverables¶

Upon full payment of all fees due under this Agreement, all work product, deliverables, reports, and materials created specifically for Client under this Agreement ("Deliverables") become the property of Client, including all intellectual property rights therein.

4.2 Consultant's Pre-Existing Intellectual Property¶

Consultant retains all rights in its pre-existing intellectual property, including but not limited to tools, frameworks, methodologies, software, templates, and the Metis platform (collectively, "Consultant IP"). Nothing in this Agreement transfers ownership of Consultant IP to Client.

4.3 License to Embedded Tools¶

To the extent any Deliverables incorporate or depend on Consultant IP, Consultant grants Client a non-exclusive, non-transferable license to use such Consultant IP solely as embedded in the Deliverables and solely for Client's internal business purposes during the term of this Agreement. For clarity, a custom deployment or configuration of the Metis Platform does not constitute a transfer of the underlying software. Client will not reverse engineer, decompile, disassemble, or create derivative works of any Consultant IP. Client will not resell, sublicense, or distribute Consultant IP or access to the Metis Platform to third parties.

4.4 Anonymized Learnings¶

Consultant may use anonymized, aggregated insights and general knowledge gained during the engagement for Consultant's internal improvement, training, and development purposes, provided that such use does not disclose Client's Confidential Information or identify Client without consent.

5. Confidentiality¶

5.1 Definition¶

"Confidential Information" means all non-public information disclosed by either Party to the other in connection with this Agreement, whether disclosed orally, in writing, or by inspection, including but not limited to: business plans, client data, pricing information, financial data, technical specifications, strategies, software, and trade secrets.

5.2 Obligations¶

Each Party agrees to:

Use the other Party's Confidential Information only for purposes of this Agreement
Protect such information with at least the same degree of care it uses for its own confidential information, but no less than reasonable care
Not disclose such information to third parties without prior written consent, except to employees, contractors, or advisors who need to know and are bound by confidentiality obligations at least as protective as these

5.3 Exclusions¶

Confidential Information does not include information that:

Is or becomes publicly available through no fault of the receiving Party
Was already known to the receiving Party before disclosure, as evidenced by written records
Is independently developed by the receiving Party without use of the disclosing Party's Confidential Information
Is received from a third party without breach of any obligation of confidentiality
Is required to be disclosed by law, regulation, or court order, provided the receiving Party gives the disclosing Party prompt notice and cooperates with efforts to limit disclosure

5.4 Survival¶

The obligations under this Section 5 survive termination or expiration of this Agreement for a period of two (2) years.

6. Data Handling¶

All Client data processed through the Metis platform or any other Consultant tool during the engagement remains the sole property of Client. Consultant will process Client data only as necessary to perform the Services. Upon termination or expiration of this Agreement, Consultant will, at Client's direction, return or securely delete all Client data within thirty (30) days and provide written confirmation of such return or deletion.

7. AI and Platform Performance Disclaimer¶

The Metis Platform and any AI-powered outputs provided as part of the Services are tools to assist Client's decision-making. Consultant does not guarantee the accuracy, completeness, or reliability of AI-generated outputs. Performance depends on the quality, completeness, and structure of Client-provided data and the Client's operating environment. AI outputs are not a substitute for professional judgment, legal advice, or regulatory compliance review. Client assumes responsibility for validating and acting upon any insights, recommendations, or findings generated by the platform.

8. Support and Service Levels¶

Unless expressly specified in a separate paid support agreement or Statement of Work, this Agreement does not include ongoing technical support, maintenance, system monitoring, or guaranteed response times. Consultant has no obligation to provide support services beyond the scope of Services defined in Section 2.

9. Independent Contractor Status¶

Consultant is an independent contractor and not an employee, partner, or agent of Client. Consultant is responsible for its own taxes, insurance, and benefits. Consultant retains the right to determine the method, manner, and means of performing the Services. Nothing in this Agreement creates an employment relationship, partnership, or joint venture between the Parties.

10. Non-Solicitation¶

During the term of this Agreement and for a period of [twelve (12) / six (6)] months following termination, neither Party will directly solicit for employment any employee or contractor of the other Party who was involved in the performance of this Agreement, without prior written consent. This does not restrict general job postings or advertising not targeted at the other Party's personnel.

11. Termination¶

9.1 Termination for Convenience¶

Either Party may terminate this Agreement by providing fifteen (15) days' written notice to the other Party.

9.2 Termination for Cause¶

Either Party may terminate this Agreement immediately upon written notice if the other Party materially breaches this Agreement and fails to cure such breach within ten (10) days of receiving written notice of the breach.

9.3 Effect of Termination¶

Upon termination:

Client will pay Consultant for all Services performed and expenses incurred through the effective date of termination
Each Party will return or destroy the other Party's Confidential Information within thirty (30) days
Any licenses granted under Section 4.3 will survive termination with respect to Deliverables already paid for in full

12. Limitation of Liability¶

10.1 Cap on Liability¶

The total aggregate liability of either Party under this Agreement will not exceed the total fees paid or payable by Client to Consultant under this Agreement during the twelve (12) months immediately preceding the event giving rise to the claim.

10.2 Exclusion of Consequential Damages¶

Neither Party will be liable to the other for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, revenue, data, or business opportunity, regardless of the cause of action or the theory of liability, even if advised of the possibility of such damages.

10.3 Exceptions¶

The limitations in this Section 10 do not apply to: (a) breaches of confidentiality under Section 5, (b) indemnification obligations under Section 11, or (c) either Party's gross negligence or willful misconduct.

13. Indemnification¶

Each Party ("Indemnifying Party") agrees to indemnify, defend, and hold harmless the other Party and its officers, directors, employees, and agents ("Indemnified Party") from and against any third-party claims, damages, losses, and expenses (including reasonable attorneys' fees) arising out of or relating to:

The Indemnifying Party's breach of this Agreement
The Indemnifying Party's negligence or willful misconduct
Any claim that materials provided by the Indemnifying Party infringe a third party's intellectual property rights

The Indemnified Party will provide prompt written notice of any claim and reasonable cooperation in its defense.

14. Governing Law¶

This Agreement is governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania, without regard to its conflict of laws principles.

15. Dispute Resolution¶

The Parties agree to resolve any dispute arising under this Agreement through the following process:

Negotiation. The Parties will first attempt to resolve the dispute through good-faith negotiation between their respective principals for a period of thirty (30) days.
Mediation. If negotiation fails, the Parties will submit the dispute to mediation administered by a mutually agreed-upon mediator in Pittsburgh, Pennsylvania.
Binding Arbitration. If mediation fails to resolve the dispute within sixty (60) days, the dispute will be resolved by binding arbitration conducted in Pittsburgh, Pennsylvania, in accordance with the rules of the American Arbitration Association. The arbitrator's decision will be final and enforceable in any court of competent jurisdiction.

Each Party will bear its own costs for negotiation and mediation. Arbitration costs will be shared equally unless the arbitrator determines otherwise.

16. General Provisions¶

Entire Agreement. This Agreement, together with any attached Exhibits or Statements of Work, constitutes the entire agreement between the Parties and supersedes all prior discussions, negotiations, and agreements, whether written or oral, relating to the subject matter hereof.

Amendments. This Agreement may be amended only by a written instrument signed by both Parties.

Assignment. Neither Party may assign this Agreement without the prior written consent of the other Party, except in connection with a merger, acquisition, or sale of substantially all of its assets.

Severability. If any provision of this Agreement is found to be unenforceable, the remaining provisions will continue in full force and effect.

Notices. All notices under this Agreement must be in writing and delivered by email (with confirmation of receipt) or by registered mail to the addresses listed above.

Force Majeure. Neither Party will be liable for delays or failures in performance resulting from causes beyond its reasonable control, including but not limited to natural disasters, pandemics, government actions, or internet service disruptions.

Counterparts. This Agreement may be executed in counterparts, including electronic signatures, each of which will be deemed an original.

17. Signatures¶

The Parties have executed this Agreement as of the Effective Date.

Base2ML LLC


Signature:	________
Name:	[CONSULTANT_SIGNER_NAME]
Title:	[CONSULTANT_SIGNER_TITLE]
Date:	________

[CLIENT_LEGAL_NAME]


Signature:	________
Name:	[CLIENT_SIGNER_NAME]
Title:	[CLIENT_SIGNER_TITLE]
Date:	________