Minimum Viable Contract¶
Between: Base2ML LLC ("we," "us") and [CLIENT_LEGAL_NAME] ("you," "Client") Date: [EFFECTIVE_DATE]
This is a binding agreement. It's written in plain English on purpose. Both sides should read it, understand it, and sign it before work begins.
1. What are we doing?¶
[PLAIN_LANGUAGE_DESCRIPTION_OF_THE_PROJECT_AND_DELIVERABLES]
What's included: - [INCLUDED_ITEM_1] - [INCLUDED_ITEM_2] - [INCLUDED_ITEM_3]
What's not included: - [EXCLUDED_ITEM_1] - [EXCLUDED_ITEM_2]
2. How much are we paying?¶
Total fee: $[AMOUNT]
[OR: Rate: $[RATE] per hour, estimated [ESTIMATE] hours total]
This covers the scope described above. Travel, third-party software licenses, and other out-of-pocket costs are not included and will be approved by you in writing before we incur them.
3. When is payment due?¶
| Payment | Amount | Due |
|---|---|---|
| Deposit | $[DEPOSIT_AMOUNT] ([PERCENTAGE]%) | Upon signing this agreement |
| [MILESTONE_NAME / Final Payment] | $[AMOUNT] | [TRIGGER: e.g., upon delivery of final report] |
Invoices are due within [NET_15 / NET_30] days. If payment is late, we charge 1.5% monthly interest and may pause work until the balance is current.
4. Who owns what?¶
You own the deliverables. Once you've paid in full, everything we create specifically for this project belongs to you.
We keep our tools. Our pre-existing software, code, models, frameworks, methodologies, templates, and the Metis platform remain ours. A custom deployment or configuration of Metis is not a transfer of the underlying software. If any deliverable relies on our tools, you get a license to use them for your internal business purposes during the term of this agreement — but you can't resell, redistribute, or reverse engineer them.
Your data stays yours. Any data you share with us, including anything processed through Metis, is your property. We only use it to deliver the services described above. When the project ends, we delete or return it within 30 days.
5. What data is confidential?¶
Everything we share with each other during this project is confidential for two (2) years after the project ends. That includes business information, pricing, client data, technical details, and strategies.
The usual exceptions apply: We can't keep secret what's already public, what we already knew, what we figured out independently, or what a court orders us to disclose.
Neither side will share the other's confidential information with anyone who doesn't need it for this project.
6. How can either side end it?¶
Either of us can end this agreement with fifteen (15) days' written notice for any reason.
If one side seriously breaches this agreement, the other side can terminate immediately after giving ten (10) days to fix the problem.
When it ends: - You pay for all work completed through the termination date - We return or delete your confidential information and data - Any deliverables you've already paid for are still yours
7. What happens if scope changes?¶
Scope changes happen. Here's how we handle them:
- Either side can propose a change in writing
- We'll respond with the impact on timeline and cost
- No work starts on any change until both sides agree in writing
- We won't bill you for work you didn't approve, and we ask the same respect for our time -- no "while you're at it" additions without a conversation
This keeps the project on track and prevents surprises on both sides.
Standard Terms¶
Contractor status. We're an independent contractor, not an employee. We handle our own taxes and insurance.
AI outputs. Any AI-generated analysis or recommendations we provide are tools to help your decision-making — not guarantees of accuracy. Results depend on the quality and completeness of the data you provide. AI outputs aren't professional advice (legal, financial, etc.) and shouldn't replace qualified human judgment.
Support. This agreement covers the work described in Section 1. It doesn't include ongoing support, maintenance, or guaranteed response times unless we agree to that separately in writing.
Liability. Our total liability under this agreement won't exceed the fees you've paid us. Neither side is liable for indirect or consequential damages.
Governing law. This agreement is governed by the laws of the Commonwealth of Pennsylvania.
Disputes. If we disagree about something, we'll try to work it out directly first. If that fails, we'll use mediation. If mediation fails, we'll resolve it through binding arbitration in Pittsburgh, PA.
Entire agreement. This is the whole deal. It replaces any prior conversations or emails about this project. Changes require written agreement from both sides.
Signatures¶
We've both read this, we understand it, and we agree to it.
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: | ________ |