Client Agreement

Last updated: January 2026

Key Principle

Everything we build for you belongs to you. When you pay for a project, you receive full ownership of all deliverables, including code, designs, documentation, and any custom AI solutions developed specifically for your business.

1. Agreement Overview

This Client Agreement ("Agreement") governs the relationship between NovaLab AI ("Provider," "we," "our," or "us") and the client ("Client," "you," or "your") engaging our AI consulting, development, and implementation services. By engaging our services, you agree to the terms outlined in this Agreement.

2. Scope of Services

We provide AI architecture, consulting, and development services including but not limited to:

  • AI strategy consulting and roadmap development
  • Custom AI agent design and implementation
  • Enterprise system integration (CRM, ERP, data platforms)
  • Process automation and workflow optimization
  • Training and knowledge transfer
  • Ongoing support and maintenance (as agreed)

The specific scope, deliverables, timeline, and pricing for each engagement will be defined in a separate Statement of Work ("SOW") or project proposal.

3. Intellectual Property and Ownership

3.1 Client Ownership

Upon full payment of all fees, the Client owns all rights, title, and interest in and to all deliverables created specifically for the Client's project, including:

  • Custom source code and software
  • AI models trained on Client data
  • Documentation, specifications, and designs
  • Integrations and configurations
  • Any other work product created for the engagement

3.2 Pre-Existing Materials

We retain ownership of any pre-existing tools, frameworks, libraries, or methodologies that we bring to the engagement. However, we grant you a perpetual, royalty-free license to use these materials as part of your delivered solution.

3.3 Third-Party Components

Where third-party software or services are incorporated, they remain subject to their respective licenses. We will clearly identify any third-party components and their licensing terms.

4. Payment Terms

  • Payment terms will be specified in each project proposal or SOW
  • Typical structure: 50% deposit to begin, 50% upon completion (may vary by project)
  • Invoices are due within 30 days unless otherwise specified
  • Late payments may incur interest at 1.5% per month
  • Ownership of deliverables transfers upon full payment

5. Confidentiality

Both parties agree to maintain the confidentiality of proprietary information shared during the engagement. This includes business strategies, technical specifications, data, and any other information marked or reasonably understood to be confidential. This obligation survives the termination of this Agreement.

6. Data Handling

  • Client data provided for the project remains the Client's property at all times
  • We will handle all data in accordance with applicable data protection laws
  • Upon project completion or termination, we will return or securely delete all Client data as directed
  • We will not use Client data for any purpose other than delivering the agreed services

7. Warranties and Representations

7.1 Our Warranties

We warrant that:

  • Services will be performed in a professional and workmanlike manner
  • Deliverables will substantially conform to agreed specifications
  • We have the right to provide the services and grant the licenses described

7.2 Warranty Period

We provide a 30-day warranty period after delivery during which we will fix any defects or issues that prevent the deliverables from meeting the agreed specifications, at no additional cost.

8. Limitation of Liability

To the maximum extent permitted by law, our total liability for any claims arising from or related to this Agreement shall not exceed the total fees paid by the Client for the specific project giving rise to the claim. We shall not be liable for any indirect, incidental, consequential, or punitive damages.

9. Termination

  • Either party may terminate this Agreement with 30 days written notice
  • Upon termination, Client will pay for all work completed up to the termination date
  • Client will receive all completed work and work-in-progress upon payment
  • Confidentiality obligations survive termination

10. Independent Contractor

We are an independent contractor and not an employee, partner, or agent of the Client. Nothing in this Agreement creates an employment relationship, partnership, or joint venture between the parties.

11. Portfolio Rights

Unless otherwise agreed in writing, we may reference the Client and provide a general description of the project in our portfolio and marketing materials. We will not disclose confidential information without prior written consent.

12. Dispute Resolution

The parties agree to attempt to resolve any disputes through good-faith negotiation. If negotiation fails, disputes will be resolved through binding arbitration in accordance with the rules of the American Arbitration Association, with the venue being mutually agreed upon by both parties.

13. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law provisions.

14. Entire Agreement

This Agreement, together with any SOWs or project proposals, constitutes the entire agreement between the parties and supersedes all prior agreements and understandings. Any modifications must be in writing and signed by both parties.

15. Contact

For questions about this Agreement, please contact:

NovaLab AI

Email: legal@novalab.ai