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Services-for-Services Trade Agreement — Template

DRAFT — 2026-05-11. Pending review by counsel (and the counterparty's counsel will redline this — good; that's how the legal review pass on Base2ML's own legal templates happens at zero cash outlay).

Use for trade arrangements with a law firm where Base2ML provides one AuditForge engagement free and the firm provides equivalent-value legal services. Not for use with audit firms (use co-delivery-agreement-template.md instead) or for general client engagements.

Parties

This Services-for-Services Agreement ("Agreement") is entered into on [DATE] between:

  • Base2ML LLC ("Base2ML"), a [Pennsylvania] limited liability company, with principal place of business at [ADDRESS]; and

  • [LAW FIRM NAME] ("Firm"), a [STATE] [professional corporation / limited liability partnership / etc.] with principal place of business at [ADDRESS],

each a "Party" and collectively the "Parties."

Purpose

Both Parties wish to exchange professional services without monetary consideration:

  • Base2ML wishes to validate the AuditForge document-review platform on a real legal-services matter and obtain legal services it requires for its business
  • The Firm wishes to evaluate AuditForge for potential use on client matters and obtain a referenceable case study for its marketing

What Base2ML provides

One (1) AuditForge engagement on a Firm-selected client matter, with all of the following:

  1. Use of the AuditForge platform at metis-demo.base2ml.com for the duration of the engagement
  2. Self-serve corpus upload of up to 500 documents totaling up to 50 GB
  3. The complete audit pipeline, ten audit primitives, adversarial verification, and finding-review workflow
  4. White-label deliverable export (DOCX, Markdown, JSON) carrying the Firm's brand and methodology disclaimer
  5. Per-engagement audit log of every LLM call (for procurement/privilege defensibility)
  6. Up to four (4) hours of live implementation support: corpus ingestion call, partner-review walkthrough, deliverable handoff
  7. Post-engagement debrief call (30 minutes within 14 days of deliverable handoff)
  8. Optional case study publication (with the Firm's approval rights — see "Case study" below)

Estimated retail value of the AuditForge contribution: $2,000–3,000 (one engagement at standard pricing plus included support).

What the Firm provides

Legal services delivered by attorneys of the Firm, totaling between 10 and 15 hours, scoped as follows:

  1. Customer MSA review — review + redline of the Base2ML customer Master Services Agreement template (docs/legal/master-services-agreement.md)
  2. DPA template development — review + co-author Base2ML's Data Processing Agreement template covering AWS, Anthropic, and OpenAI as sub-processors
  3. Trademark search for "AuditForge" and "Base2ML" — federal search, common-law search, opinion on registrability
  4. General business counsel — up to four (4) hours of attorney time available across the 6 months following execution, billed against this Agreement (no separate engagement letter required)

Estimated retail value of the Firm's contribution at standard rates: $3,000–4,500 (assuming partner/senior associate blended rate of $300–400/hr).

If the Firm's actual hours run materially above 15 hours, either Party may request a true-up via an amendment to this Agreement (cash payment at the Firm's standard rate, or additional AuditForge engagements). Neither Party is obligated to over-deliver.

The matter

Field Detail
Firm matter reference [Firm's internal matter ID]
End client (not a party) [End client name — or "[Anonymized in this Agreement at the Firm's discretion]"]
Matter type [e.g., FAR/DFARS contract compliance review / M&A document due diligence / regulatory compliance gap analysis]
Expected corpus size [N documents, ~M megabytes]
Expected start date [DATE]
Expected deliverable date [DATE — typically 2-3 weeks from start]

Roles and responsibilities — express clarification

The Firm is the attorney of record on the matter. AuditForge is a technology platform used by the Firm under attorney supervision, in the same manner the Firm would use any cloud-based document-review service, eDiscovery platform, or legal-research tool.

The methodology disclaimer baked into every AuditForge deliverable expressly states this: "[Firm Name] used AI-assisted document review tooling during this matter. All findings have been reviewed and validated by attorneys of the Firm before delivery."

Base2ML is the technology provider. Base2ML does not provide legal services, render legal opinions, or hold itself out as practicing law. The AuditForge output is intermediate work product produced for and reviewed by the Firm's attorneys.

Privilege and confidentiality

The Parties acknowledge:

  1. AuditForge processes documents that may be subject to attorney-client privilege, work-product doctrine, or other applicable confidentiality protections
  2. All documents uploaded to AuditForge are stored in a dedicated AWS S3 bucket isolated from other engagements, encrypted at rest (AES-256) and in transit (TLS)
  3. The underlying LLM API providers (Anthropic, OpenAI) operate in their no-training-on-customer-data default modes under written terms of service
  4. Sub-processors are listed at docs.base2ml.com/auditforge/sub-processors
  5. Either Party may request deletion of all engagement data, including up to 30 days after deliverable handoff; deletion is completed within 7 business days
  6. Base2ML treats all Firm and client information as confidential and will not disclose without the Firm's written consent (case-study publication excepted, per "Case study" below)

The Firm makes its own determination of whether the AuditForge engagement is consistent with its professional and ethical obligations. Base2ML relies on the Firm's professional judgment on privilege and ethical matters.

Case study

Following the engagement, Base2ML may publish a case study referencing this Trade Agreement. The Parties will agree in writing on:

  • Whether the Firm and end client are named or anonymized
  • Specific findings or quotes included
  • Quantitative metrics included (engagement duration, document count, findings produced)

The Firm has approval rights over the final case study text before publication. Base2ML will not publish without the Firm's written consent.

Term and termination

This Agreement begins on the date signed by both Parties and ends on the earlier of:

  • 12 months after signing
  • Both Parties have fully delivered their scoped services
  • Either Party providing 30 days written notice of termination

On termination, each Party may elect to either (a) complete delivery of any work-in-progress at no additional cost, or (b) accept partial delivery without further obligation. Liability limits, confidentiality, and data-deletion obligations survive termination.

Liability

Base2ML's aggregate liability under this Agreement, regardless of legal theory, is limited to one hundred dollars ($100). The Firm's liability for the AuditForge engagement-related services is limited to its applicable professional liability insurance coverage. Neither Party is liable for indirect, consequential, special, or punitive damages.

The Parties acknowledge:

  • AuditForge surfaces candidate findings; the Firm's attorneys determine which findings reach the end client
  • The Firm is responsible for the accuracy and completeness of legal deliverables to its end client
  • The Firm carries its own professional liability and errors & omissions insurance covering its legal work

Future relationship (non-binding indication)

After this Trade Agreement completes, the Parties may agree to additional engagements on the following non-binding indicative terms:

  • Additional AuditForge engagements at $1,500/engagement less a 20% trade-partner discount = $1,200/engagement for the Firm
  • Continued legal advisory from the Firm at standard billable rates
  • Potential referral relationship (separately negotiated, not implied here)

Neither Party is obligated to continue the relationship after this Agreement completes.

Miscellaneous

  • Governing law: Commonwealth of Pennsylvania
  • Notices: by email to the contacts in the signature block
  • Entire agreement: this document is the entire agreement between the Parties as to this Trade; supersedes prior discussions; may only be amended in writing signed by both Parties
  • Counterparts and electronic signatures: acceptable

Signatures

Base2ML LLC

By: ______

Name: ______

Title: Founder

Email: chris@base2ml.com

Date: ___

[LAW FIRM NAME]

By: ______

Name: ______

Title: ______

Email: ______

Date: ___

Operator note (delete before sending): Expect the Firm's counsel to redline this. That's the value of the trade — their redlines are themselves legal work product Base2ML gets without paying for it. Treat their first response as a starting point, not the final terms. The $100 liability cap is unusually low for a services agreement and will likely be the first redline target; counter-propose capping at the value of services rendered if needed. The "future relationship indication" should stay non-binding; if the Firm wants firmer commitment, take that as good news but defer to a separate Master Services Agreement.