This is an open-source consulting contract for AI/machine learning engineers.
AI Consulting Contract
Between [you] and [customer name]
I’ll always do my best to fulfill your needs and meet your expectations, but it’s important to have things written down so that we both know what’s what, who should do what and when, and what will happen if something goes wrong. In this contract you won’t find any complicated legal terms or long passages of unreadable text. I’ve no desire to trick you into signing something that you might later regret. What I do want is what’s best for both parties, now and in the future.
You [customer name], located at [customer address] (“You”) are hiring me [you] (“I, Me, or My”) to:
Short description of the project and work that will be done for the company goes here. Be specific and make sure you person hiring you has done a good job of outlining what it is they desire to hire you for.
All billable hours will be charged at the hourly rate of $[hourly rate]/hour as outlined in our previous correspondence.
What are we agreeing to?
You: you have the authority to enter into this contract on behalf of yourself, your company, or your organization. You’ll give me the assets and information I tell you I need to complete the project. You’ll do this when I ask and provide it in the formats I ask for. You’ll review my work, provide feedback and approval in a timely manner too. Deadlines work two ways, so you’ll also be bound by dates we set together. You also agree to stick to the payment schedule set out at the end of this contract.
I: I have the experience and ability to do everything we’ve agreed with you and I’ll do it in a professional and timely manner. I’ll endeavour to meet every deadline that’s set and on top of that I’ll maintain the confidentiality of everything you give me.
I’ll carry out my work in accordance with good industry practice and at the standard expected from a suitably qualified person with relevant experience.
With that said, I can’t guarantee that my work will be error-free and so I can’t be liable to you or any third-party for damages, including lost profits, lost savings, or other incidental, consequential or special damages, even if you’ve advised me of them.
Your liability to me will also be limited to the amount of fees payable under this contract and you won’t be liable to me or any third-party for damages, including lost profits, lost savings, or other incidental, consequential or special damages, even if I advised you of them.
Finally, if any provision of this contract shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this contract and shall not affect the validity and enforceability of any remaining provisions.
Intellectual Property Rights
Just to be clear, “Intellectual Property Rights” means all patents, rights to inventions, copyright (including rights in software) and related rights, trademarks, service marks, get up and trade names, internet domain names, rights to goodwill or to sue for passing off, rights in designs, database rights, rights in confidential information (including know-how) and any other intellectual property rights, in each case whether registered or unregistered and including all applications (or rights to apply) for, and renewals or extensions of, such rights and all similar or equivalent rights or forms of protection which subsist of shall subsist now or in the future in any part of the world.
First, you guarantee that all elements of code, data, text, images, and any other assets you provide me are either owned by you, or that you’ve permission to use them. When you provide assets to me, you agree to protect me from any claim by a third party that we’re using their intellectual property.
I guarantee that all elements of the work I deliver to you are either owned by me or I’ve obtained permission to provide them to you. When I provide assets, I agree to protect you from any claim by a third party that you’re using their intellectual property. Provided you’ve paid for the work and that this contract hasn’t been terminated, I’ll assign all intellectual property rights to you as follows:
You’ll own all original work developed by me during billable hours of this contract with the exceptions listed below. I’ll give you source files, finished files, presentations, notes, and any other materials that are a result of my work for you and you should keep them somewhere safe as I’m not required to keep a copy. You own all intellectual property rights of text, images, code, data, and any other assets you provided, unless someone else owns them.
I’ll own any intellectual property rights I’ve developed prior to this project, developed separately from this project, or anything we create on your behalf that is derivative of my said intellectual property rights. I’ll own the unique combination of these elements and I’ll license its use to you, exclusively and in perpetuity for this project only, unless we agree otherwise. I retain all ownership of intellectual property rights too.
We may disclose confidential information to one another as a result of working together. If either of us is disclosing confidential information, we shall make the other party aware in writing at or prior to when the confidential information is disclosed. We both agree not to disclose confidential information to third parties unless:
- The confidential information is already known to the third party
- The confidential information is or becomes part of the public domain without breach of this contract
- The confidential information is obtained independently by third parties
We both agree to work together as independent parties and shall not consider the other party as the employer, principal, or partner of a joint venture. As such, neither of us has the authority to assume or create obligation or liability on behalf of the other.
Displaying My Work
I love to show off my work, so I reserve the right to display, write about, and publish all aspects of my work provided it doesn’t violate your intellectual property rights or confidentiality.
I issue invoices electronically and expect payment via Zelle. You can pay your invoice by sending money to [phone number] or [email address]. All proposals are quoted in USD and payments will be made at the equivalent conversion rate at the date the transfer is made. You agree to pay all charges associated with international transfers of funds.
You agree to make payments on a monthly basis. It is my responsibility to provide you with an invoice after the first day of the month for billable hours in the previous month (i.e. you would get a bill on or after November 1st for billable hours in October). If for some reason the invoice isn’t sent, received, or some other mutual agreement is met, hours for multiple months may be billed together.
After an invoice is sent, you agree to initiate payment within 10 days. I reserve the right to charge interest on all overdue debts at the rate of 5% per month or part of a month.
This contract is valid starting [nth day of month/year] and ending [nth day of month/year]. At the end of this term both parties can mutually agree to extend the contract into a new term or initiate a new contract.
During this term billable hours shall be at least [minimum billable hours] and will not exceed [maximum billable hours]. In the event that this contract is terminated before[minimum billable hours] is reached, you agree to pay for [minimum billable hours] hours at the agreed hourly rate. In the event that I reach the maximum number of billable hours, I agree not to proceed working until this contract is revised or a new contract is initiated.
You agree to pay 100% of all expenses incurred as a result of my work for you. This includes, but is not limited to, software, computing, and travel.
Either party may terminal this contract at any time with written notice. Once written notice is received, the contract is terminated immediately.
You agree to pay all billable hours and expenses in full up until contract termination. Your final payment to me is due 10 days after receiving the invoice and is subject to all the other terms outlined in this contract.
I agree to hand over all of my work done during billable hours once the contract is terminated.
The Small Print
Just like a parking ticket, neither of us can transfer this contract to anyone else without the other’s permission.
We both agree that we’ll adhere to all relevant laws and regulations in relation to our activities under this contract and not cause the other to breach any relevant laws or regulations. If for some reason part one of this contract becomes invalid or unenforceable, the remaining parts of it remain in place.
[you]: ___________________________________________________ Date: __________________
[customer]:_____________________________________________ Date: __________________
Everyone should sign above and keep a copy for their records.