Sample Agreement Template

This is a customizable agreement template. Actual terms, pricing, and conditions will be customized based on your specific requirements and project scope. Please contact us for a personalized agreement.

AI TRANSFORMATION PARTNERSHIP AGREEMENT

Agreement Date: ____ / ____ / 2025

BETWEEN

TECH ARION PRIVATE LIMITED

Workafella, Kothaguda, HYDERABAD - 500084, Telangana, India

GSTIN: 36AAICT7490E1Z0

("Service Provider" or "Tech Arion")

AND

[CLIENT COMPANY NAME]

[CLIENT ADDRESS]

[CITY - PINCODE, STATE, COUNTRY]

GSTIN: [CLIENT GSTIN]

("Client")

1. ENGAGEMENT & TERM

1.1 Service Period

This Agreement is effective from the date of signing and continues for SIX (6) MONTHS ("Initial Term"). The Initial Term may be extended by mutual written agreement with revised terms.

1.2 Partnership Model

Tech Arion will provide hands-on AI transformation services through a hybrid partnership model combining strategic consultation, pain point automation, and project delivery.

2. SERVICES & DELIVERABLES

2.1 Core Services

Tech Arion shall provide:

A. Weekly On-Site Presence

Dedicated technical team member works with Client's team every week
Minimum 4 on-site consultation days per month (weekly visits)
On-site sessions scheduled with 2 days advance notice
Virtual support available between on-site visits

B. Strategic AI Consultation

Technology advisory and strategic planning
AI/automation opportunities identification
Digital transformation roadmap
Implementation strategy and guidance
Tool evaluation and recommendations

C. Hands-On Implementation Services

Pain point automation (Track 2)
Project development and delivery (Track 1)
API integrations
Tool setup and configuration
Process automation implementation

2.2 Monthly Deliverables - Two Track Model

EACH MONTH, Client receives EITHER:

TRACK 1: Project Delivery

One project phase completed and delivered
Includes: Design, development, testing, documentation
Production-ready demo/proof-of-concept
Source code and technical documentation
Examples: AI chatbot, analytics dashboard, CRM integration, automation system

TRACK 2: Pain Point Solutions

Minimum 2 pain point automations solved per month
Using existing AI tools and platforms
Fast deployment (typically 1-2 weeks per solution)
Immediate productivity gains
Examples: Automated data entry, email sorting, reporting automation, workflow optimization

Track selection by mutual agreement based on Client priorities each month.

3. INVESTMENT & PAYMENT

3.1 Monthly Retainer

Description	Amount (₹)
Monthly Professional Services Fee	1,20,000.00
CGST @ 9%	10,800.00
SGST @ 9%	10,800.00
Monthly Total	₹1,41,600.00

Total for 6 Months: ₹8,49,600.00 (Eight Lakh Forty-Nine Thousand Six Hundred Only)

Note: Pricing shown is indicative and based on standard engagement. Final pricing may vary based on specific project requirements, scope, and duration.

3.2 Payment Schedule - ADVANCE PAYMENT

Month 1-2 (Upfront Payment):

Amount: ₹2,83,200.00 (Two months advance)

Due: Within 2 working days of signing

⚠️ Services commence only after payment confirmation

Month 3-4 (Second Payment):

Amount: ₹2,83,200.00 (Two months)

Due: Start of Month 3

Month 5-6 (Third Payment):

Amount: ₹2,83,200.00 (Two months)

Due: Start of Month 5

All payments must be made IN ADVANCE before the respective service period begins.

3.3 Banking Details

Account Name: TECH ARION PVT LTD

Bank: ICICI Bank

Account Number: 004005500989

IFSC Code: ICIC0000040

Branch: Madhapur, Hyderabad

3.4 NON-REFUNDABLE POLICY

All fees are 100% NON-REFUNDABLE once the service period begins.

No refunds for early termination by Client
No refunds for unused services or deliverables
No pro-rata refunds under any circumstances
Termination by Client does not entitle Client to any refund

4. CLIENT RESPONSIBILITIES

4.1 Mandatory Requirements

Client MUST provide:

A. Single Point of Contact

Dedicated WhatsApp group with key decision-makers
Response time: Within 24-48 hours for approvals
SPOC must attend all weekly on-site sessions
Authority to make decisions and provide approvals

B. Access & Information

System access, credentials, and API documentation
All required business information and data
Product catalogs, images, content as needed
Access to premises and relevant personnel
Server/hosting environment access (if applicable)

C. Timely Decisions

Design approvals within 3 business days
Requirement clarifications within 2 business days
Budget approvals for additional scope within 5 days
Monthly priority confirmation (Track 1 or Track 2)

D. Payment Punctuality

All advance payments on due date
No delays beyond 7 days under any circumstance
Payment proof provided immediately

4.2 Client Delays

If Client causes delays through:

Delayed feedback or approvals (>5 business days)
Unavailability of information/access
Repeated rescheduling of sessions
Failure to provide required materials

Then:

Project timeline extended proportionally (no extra cost)
Tech Arion not liable for resulting delays
Deliverable timelines pushed accordingly
No refunds or compensation to Client

5. WARRANTIES & DISCLAIMERS

5.1 Tech Arion Warranties

Tech Arion warrants:

Services performed with professional care
Team members are qualified and experienced
Deliverables will substantially conform to agreed specifications
No intentional infringement of third-party IP rights

PERIOD: 30 days from delivery for each deliverable.

5.2 CRITICAL DISCLAIMERS

Tech Arion does NOT warrant or guarantee:

❌ Specific business results, outcomes, or ROI
❌ Revenue increases or cost savings
❌ Performance of third-party services or APIs
❌ Compatibility with future Client system changes
❌ Uninterrupted or error-free operation
❌ Meeting Client's unstated expectations
❌ Success of Client's business implementation

SERVICES PROVIDED "AS IS" AFTER 30-DAY WARRANTY PERIOD.

6. LIMITATION OF LIABILITY

6.1 Maximum Liability Cap

Tech Arion's total liability for ALL claims shall not exceed:

The fees actually paid by Client for the specific deliverable in question
OR ₹1,41,600 (one month's fee), whichever is lower

This cap applies to ALL claims combined, regardless of legal theory.

6.2 Excluded Damages

Tech Arion shall have ZERO liability for:

Indirect, incidental, or consequential damages
Loss of profits, revenue, or business opportunities
Loss of data, goodwill, or reputation
Cost of substitute services
Business interruption or downtime
Damages exceeding the liability cap
Claims arising from Client's use of deliverables
Third-party claims related to Client's business

7. CONFIDENTIALITY

Both parties agree to:

Keep confidential all information marked or reasonably understood as confidential
Use confidential information only for this Agreement
Not disclose to third parties without written consent
Protect with same care as own confidential information

Obligations survive for 2 years after Agreement termination.

8. TERMINATION

8.1 Termination by Tech Arion

Tech Arion may terminate immediately if:

Client fails to make payment within 7 days of due date
Client commits material breach (no cure after 10 days notice)
Client fails to provide required cooperation/access
Client engages in abusive or unprofessional conduct
Client repeatedly cancels or reschedules sessions
Conflict of interest arises

8.2 Termination by Client

Client may terminate with 15 days written notice:

Client forfeits ALL advance payments (100% non-refundable)
No refunds for any reason
Client must pay all outstanding amounts
Client receives only fully completed deliverables
Work-in-progress not delivered (Client forfeits)

9. DISPUTE RESOLUTION & JURISDICTION

Step 1: Negotiation (15 days)

Parties attempt good faith resolution with senior management participation

Step 2: Arbitration (if negotiation fails)

Single arbitrator by mutual consent
Failing agreement, appointed per Arbitration Act, 1996
Seat: Hyderabad, Telangana
Language: English
Decision final and binding

All disputes subject to EXCLUSIVE jurisdiction of courts in Hyderabad, Telangana, India.

This Agreement governed by laws of India.

10. GENERAL PROVISIONS

10.1 Entire Agreement

This Agreement constitutes the entire agreement and supersedes all prior discussions, emails, and understandings.

10.2 Amendments

Amendments must be in writing and signed by both parties. Email agreements do not constitute amendments.

10.3 Independent Contractor

Tech Arion is an independent contractor. No partnership, employment, or agency relationship exists.

10.4 Force Majeure

Neither party liable for delays due to events beyond reasonable control. If force majeure exceeds 30 days, either party may terminate (pro-rata refund for undelivered work).

10.5 Survival

Payment obligations, IP rights, confidentiality, warranties, limitations of liability, and dispute resolution survive termination.

10.6 GST Compliance

All amounts subject to applicable GST. Proper GST invoices issued. Changes in GST rates passed to Client.

ACCEPTANCE

By signing below, both parties acknowledge they have read, understood, and agree to be bound by ALL terms of this Agreement. Each party confirms it has authority to enter into this Agreement and has received independent legal advice (or waived right to do so).

This is a binding legal contract. Do not sign unless you fully understand and agree to ALL terms, especially:

6-month commitment with advance payments
100% non-refundable fee policy
No guarantees of business results
Limitation of liability to fees paid
Telangana jurisdiction

SIGNATURES

TECH ARION PRIVATE LIMITED

Signature: _________________________

Name: _____________________________

Designation: _______________________

Date: _____________________________

Company Seal