AI BUSINESS CONSULTING MASTER AGREEMENT

Service Provider: Farber.Inc, 3100 SE Federal HWY #1003, Stuart, FL 34994

1. SERVICES

Farber.Inc ("Provider") agrees to provide AI Business Consulting services ("Services") to the Client as described in the applicable Statement of Work (SOW) or service proposal. Services may include, but are not limited to:

2. SERVICE PACKAGES AND PRICING

2.1 Package Tiers

Services are offered in the following retainer packages:

Essential Advisory ($1,000–$2,500/month): 5–10 hours/month including strategic guidance, AI assessment, and quarterly roadmap updates.

Standard Support ($2,500–$7,500/month): 10–25 hours/month including ongoing AI strategy, system optimization, and regular maintenance.

Comprehensive Partnership ($7,500–$25,000+/month): 25+ hours/month including dedicated AI team, custom AI agent development, and high-level strategy.

2.2 Custom Engagements

Services may also be provided on a project basis or custom retainer structure as specified in the SOW.

3. TERM AND TERMINATION

3.1 Term

This Agreement shall commence on the Effective Date and continue for the initial term specified in the SOW, typically three (3), six (6), or twelve (12) months, and shall automatically renew for successive one-month periods unless either party provides written notice of non-renewal at least thirty (30) days prior to the end of the then-current term.

3.2 Termination for Convenience

Either party may terminate this Agreement for any reason upon sixty (60) days written notice to the other party. In the event of early termination by Client, Client shall be responsible for payment of all services rendered through the effective date of termination, plus any non-cancelable third-party costs, subscriptions, or commitments made by Provider on Client's behalf.

3.3 Termination for Cause

Either party may terminate this Agreement immediately upon written notice if the other party: (a) materially breaches this Agreement and fails to cure such breach within fifteen (15) days after receiving written notice thereof; or (b) becomes insolvent, files for bankruptcy, or makes an assignment for the benefit of creditors.

4. COMPENSATION

4.1 Retainer Fees

Client agrees to pay Provider the monthly retainer fee specified in the SOW. Retainer fees are due on the first day of each service month.

4.2 Additional Services

Services exceeding the included monthly hours will be billed at Provider's then-current hourly rate or as otherwise agreed in writing. Provider will obtain Client approval before performing services that exceed the retainer scope.

4.3 Expenses and Third-Party Costs

Client shall reimburse Provider for pre-approved expenses including: AI platform subscriptions, third-party integrations, API usage fees, custom development costs, and other out-of-pocket expenses. Such costs shall be itemized in monthly invoices.

4.4 Payment Terms

Invoices are due and payable within fifteen (15) days of receipt. Provider reserves the right to suspend services for overdue accounts. A late fee of 1.5% per month (or the maximum rate permitted by law) may be applied to overdue balances.

5. CLIENT RESPONSIBILITIES

Client agrees to:

6. AI-SPECIFIC TERMS

6.1 AI Technology Acknowledgments

Client acknowledges that: (a) AI technologies are rapidly evolving and may produce unexpected results; (b) AI systems may require ongoing training and refinement; (c) AI recommendations are advisory and require human oversight; (d) AI-generated content may require review before publication or deployment; and (e) Third-party AI platforms are subject to their own terms of service.

6.2 Data Usage

Client grants Provider limited rights to use Client data solely for the purpose of providing Services. Provider will not share Client data with third parties except as necessary to perform Services or as required by law. Client remains responsible for ensuring data provided to Provider complies with applicable privacy laws and third-party terms.

6.3 Custom AI Development

For custom AI agent development included in Comprehensive Partnership packages or separate engagements: (a) Provider will develop AI agents according to agreed specifications; (b) Upon full payment, Client will own the trained model and associated code; (c) Provider retains rights to underlying frameworks and methodologies; (d) Ongoing maintenance, updates, and retraining may require separate agreement.

6.4 Third-Party Platforms

Services may involve third-party AI platforms and tools. Client agrees to comply with the terms of service of such platforms. Provider is not responsible for service disruptions, data loss, or policy changes of third-party platforms.

7. PERFORMANCE AND WARRANTIES

7.1 No Guaranteed Results

Client acknowledges that AI implementations are influenced by many factors outside Provider's control, including data quality, market conditions, and third-party platform changes. Provider does not guarantee specific ROI, efficiency gains, or other outcomes. Provider commits to using industry-best practices and reasonable efforts to achieve Client's objectives.

7.2 Provider Warranties

Provider warrants that Services will be performed in a professional, workmanlike manner consistent with industry standards. Provider will not knowingly implement solutions that violate applicable laws or third-party terms of service.

7.3 Client Warranties

Client warrants that: (a) Client has the right to use and share all data provided to Provider; (b) Client's use of AI will comply with applicable laws and regulations; (c) Client will implement appropriate human oversight of AI systems; and (d) Client will not use AI implementations for unlawful purposes.

8. INTELLECTUAL PROPERTY

8.1 Client Materials

Client retains all right, title, and interest in Client's data, content, trademarks, and other proprietary materials.

8.2 Provider Materials

Provider retains all right, title, and interest in Provider's methodologies, frameworks, tools, templates, and intellectual property developed prior to or independent of this engagement.

8.3 Work Product

Upon full payment, Client shall own custom deliverables created specifically for Client under this Agreement. Provider grants Client a perpetual, non-exclusive license to use any underlying Provider methodologies incorporated into such deliverables.

8.4 Pre-Existing AI Models

Provider's pre-existing AI models, frameworks, and methodologies remain Provider's property. Client receives a license to use such components as integrated into deliverables, subject to this Agreement.

9. CONFIDENTIALITY AND DATA PROTECTION

Each party agrees to maintain the confidentiality of the other party's confidential information and to use such information solely for performing obligations under this Agreement. Provider will implement reasonable security measures to protect Client data. In the event of a data breach affecting Client data, Provider will notify Client promptly and cooperate in remediation efforts.

10. LIMITATION OF LIABILITY

10.1 Consequential Damages

IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, OR BUSINESS OPPORTUNITY, LOSS OF AI MODEL TRAINING, OR INTERRUPTION OF AI SERVICES, REGARDLESS OF THE CAUSE OF ACTION OR THEORY OF LIABILITY.

10.2 Liability Cap

EXCEPT FOR BREACHES OF CONFIDENTIALITY OR INDEMNIFICATION OBLIGATIONS, EACH PARTY'S TOTAL LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY CLIENT TO PROVIDER DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

11. INDEMNIFICATION

Each party agrees to indemnify and hold harmless the other party from and against claims arising from: (a) the indemnifying party's breach of this Agreement; (b) the indemnifying party's negligence or willful misconduct; (c) infringement of third-party intellectual property rights by the indemnifying party's materials; or (d) Client's misuse of AI implementations or violation of applicable laws.

12. INDEPENDENT CONTRACTOR

Provider is an independent contractor and nothing in this Agreement shall be construed to create a partnership, joint venture, or employment relationship. Provider shall have no authority to bind Client or make representations on Client's behalf.

13. NON-SOLICITATION

During the term of this Agreement and for twelve (12) months thereafter, Client agrees not to solicit or hire Provider's employees or contractors who have provided Services to Client, except with Provider's prior written consent.

14. DISPUTE RESOLUTION

Any dispute arising under this Agreement shall first be addressed through good-faith negotiation. If negotiation fails, the parties agree to mediation before pursuing litigation. Any litigation shall be brought in the state or federal courts located in Martin County, Florida, and this Agreement shall be governed by Florida law.

15. GENERAL PROVISIONS

15.1 Entire Agreement

This Agreement, together with all SOWs and exhibits, constitutes the entire agreement between the parties and supersedes all prior negotiations, representations, and agreements.

15.2 Amendment

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

15.3 Assignment

Neither party may assign this Agreement without the prior written consent of the other party, except that Provider may assign to a successor in connection with a merger or acquisition.

15.4 Force Majeure

Neither party shall be liable for delays or failures in performance due to circumstances beyond its reasonable control, including acts of God, natural disasters, war, terrorism, pandemic, cyber attacks, or AI platform outages.

15.5 Notices

All notices shall be in writing and delivered to the addresses specified above, or such other address as either party may designate in writing.

15.6 Severability

If any provision of this Agreement is held unenforceable, the remaining provisions shall continue in full force and effect.

16. SATISFACTION & LIABILITY

By paying the monthly fee in advance, you acknowledge that the previous month's services were satisfactory. This payment constitutes a full release of any claims for any previous period.

Farber.Inc | 3100 SE Federal HWY #1003, Stuart, FL 34994 | 772-310-8202 | farber.inc@gmail.com | www.farberinc.media