Advisory Services Agreement

1. Advisory services

From time to time, Father Technologies, LLC (“Provider”) will provide deployment, consulting, technology, and management advisory services (the “Services”) to a client identified in a statement of work, business offer, or commercial proposal executed by the Parties (each, a “Statement of Work” or “SOW”). Each SOW is governed by and subject to this Agreement.

Each SOW will identify the applicable scope, deliverables, fees, schedule, payment terms, assumptions, and approved expenses. If there is a conflict between this Agreement and an SOW, the SOW controls solely with respect to that SOW and only to the extent of the conflict.

2. Term

This Agreement becomes effective when a Client enters into an SOW that references it and remains in effect until the completion or termination of all SOWs, unless earlier terminated in accordance with this Agreement. The term of each SOW will be stated in that SOW.

3. Delivery schedule

Provider will perform the Services in accordance with the schedule in the applicable SOW. Any dates or deadlines are estimates and are contingent upon Client’s timely cooperation, decisions, access, and provision of required information.

If performance is delayed by Client, its personnel, vendors, or other third parties, the applicable schedule will be extended for the duration of the delay. Provider may adjust fees and timing through a written change order where the delay materially affects the Services.

4. Client obligations

To enable Provider to perform the Services, Client will:

1. provide timely access to necessary information, systems, documents, personnel, and support;
2. appoint an authorized representative to make decisions and provide timely approvals;
3. mobilize the internal resources reasonably required for the Services and provide feedback when requested;
4. maintain appropriate backups of its data, files, programs, and other information;
5. provide a safe and healthy work environment for any approved on-site work; and
6. review deliverables within the review periods stated in the applicable SOW or this Agreement.

Client represents and warrants that it has all rights, permissions, and authority necessary to provide the information, systems, and materials made available to Provider in connection with the Services.

5. Acceptance of deliverables

Unless an SOW states otherwise, Client will have seven (7) calendar days after receipt of a deliverable to identify in writing any material failure to meet the agreed specifications. Provider will use commercially reasonable efforts to correct a timely reported material deficiency and resubmit the affected deliverable for review.

A deliverable will be deemed accepted if Client does not provide a timely written notice of material deficiency, or if Client uses the deliverable in production or for its intended business purpose. Services that do not include a discrete deliverable are deemed accepted when performed.

6. Fees and payment

Client will pay the fees and approved expenses set out in the applicable SOW, plus applicable taxes. Unless an SOW states otherwise, invoices are due within thirty (30) days after receipt.

Provider may charge reasonable late-payment interest at the lesser of one percent (1%) per month or the maximum rate permitted by law. Client will reimburse reasonable, pre-approved travel and out-of-pocket expenses incurred in performing the Services.

7. Changes

Any request to change the Services must be made in writing and describe the requested change and its anticipated effect. Provider may issue a change order describing any revised scope, fees, deliverables, assumptions, and schedule. No change is effective unless accepted in writing by both Parties.

8. Intellectual property

Each Party retains all right, title, and interest in its pre-existing intellectual property. Provider retains all rights in its methods, tools, frameworks, templates, software, models, workflows, know-how, inventions, and other materials developed independently of or in the course of performing the Services (“Provider Materials”).

Subject to Client’s payment of all amounts due under the applicable SOW, Provider grants Client a worldwide, non-exclusive, royalty-free, non-transferable license to use and reproduce the project-specific deliverables provided under that SOW solely for Client’s internal business purposes. No right is granted to use Provider Materials separately from the deliverables unless an SOW expressly provides otherwise.

9. Customer data and privacy

Client retains all right, title, and interest in its data, information, files, materials, content, records, and other information provided to Provider or generated from Client’s use of the Services (“Customer Data”). Provider does not claim ownership of Customer Data.

Client grants Provider a limited, non-exclusive right to access, use, process, store, and transmit Customer Data solely to perform the Services, meet security and legal obligations, and follow Client’s written instructions. Provider will not sell Customer Data or use it to train a generally available model without Client’s prior written consent.

Where applicable privacy law requires additional terms, the Parties will negotiate a data processing addendum or other appropriate written arrangement. Client remains responsible for determining whether and how it may disclose Customer Data to Provider.

10. Warranties and disclaimers

Each Party represents that it has the authority to enter into this Agreement. Provider will perform the Services in a professional and workmanlike manner, using personnel with appropriate skills for the applicable SOW.

Except for the express warranty above, the Services and deliverables are provided “AS IS” and “AS AVAILABLE.” Provider disclaims all other warranties, whether express, implied, statutory, or otherwise, including warranties of merchantability, fitness for a particular purpose, non-infringement, availability, accuracy, and uninterrupted operation.

Provider’s recommendations are advisory. Client remains solely responsible for its business decisions, legal and regulatory compliance, implementation decisions, and use of third-party products or services.

11. Termination and suspension

Either Party may terminate this Agreement or an affected SOW for material breach if the breach remains uncured for thirty (30) days after written notice. Provider may suspend performance if Client fails to pay undisputed amounts when due, creates a material security risk, or directs Provider to act unlawfully.

Upon termination, Provider will cease the affected Services and Client will pay all fees and approved expenses accrued through the effective date of termination. Provisions that by their nature should survive will survive, including those relating to payment, intellectual property, confidentiality, data, limitations of liability, and general terms.

12. Limitation of liability

To the maximum extent permitted by law, neither Party will be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, including lost profits, lost revenue, lost data, or business interruption, arising out of or related to this Agreement or any SOW.

Except for liability that cannot be limited by law, each Party’s aggregate liability arising out of or related to an SOW will not exceed the fees paid or payable by Client under the SOW giving rise to the claim during the three (3) months preceding the event giving rise to liability.

13. Confidentiality

Each Party may receive confidential information of the other Party. Confidential information includes non-public commercial, financial, technical, operational, security, and product information disclosed in connection with this Agreement.

Each Party will protect the other Party’s confidential information using reasonable safeguards, use it only to perform or receive the Services, and disclose it only to personnel and subcontractors with a need to know who are bound by confidentiality obligations. Confidential information does not include information that is publicly available through no breach of this Agreement, independently developed without use of the other Party’s confidential information, lawfully received without restriction from a third party, or required to be disclosed by law.

These confidentiality obligations continue for five (5) years after termination of this Agreement; however, obligations relating to trade secrets continue for so long as the information remains a trade secret under applicable law.

14. General provisions

Provider is an independent contractor and nothing in this Agreement creates a partnership, joint venture, employment, fiduciary, or agency relationship between the Parties. Provider may use qualified subcontractors to perform portions of the Services, while remaining responsible for their performance.

Neither Party may use the other Party’s name, logo, or trademarks in publicity without prior written consent. This Agreement and the executed SOWs are the entire agreement between the Parties concerning the Services and supersede prior discussions and agreements on that subject. Purchase-order terms are rejected unless expressly incorporated into an SOW signed by Provider.

No waiver is effective unless in writing. If a provision is held unenforceable, the remaining provisions will remain in effect. Headings are for convenience only and do not affect interpretation.

15. Governing law

This Agreement and each SOW are governed by the laws of the State of Delaware, without regard to its conflict-of-law rules. The Parties will submit any dispute arising out of or related to this Agreement to the state or federal courts located in Delaware, and each Party consents to the jurisdiction of those courts.