Master Service Agreement

This Master Service Agreement ("Agreement") is entered into as of [Date] (the "Effective Date"), by and between:

AGENCY: Arktis Compliance Ltd., a regulatory technology consultancy (hereinafter "Agency"), and

CLIENT: [Client Company Name], a company incorporated under the laws of [Jurisdiction], having its principal place of business at [Address] (hereinafter "Client").

1. Scope of Services

The Agency shall provide the Client with an EU AI Act Readiness Audit and construct the Article 11 Technical Documentation for the Client's High-Risk AI system(s) (the "Services"). The Services are divided into the following phases:

• Phase 1 (Data Gathering): Client provisions system architecture diagrams, GitHub readmes, training data logs, and security testing reports.
• Phase 2 (Processing): Agency processes the technical data against EU AI Act requirements (specifically Articles 9, 10, and 14).
• Phase 3 (Gap Analysis): Agency identifies operational compliance gaps (e.g., Human Oversight protocols) and provides remediation templates.
• Phase 4 (Delivery): Delivery of the final Article 11 Technical Documentation Evidence Pack and Risk Classification profile.

2. Financial Terms & Payment Details

In consideration for the Services, the Client agrees to pay the Agency a total project fee of [Total Amount, e.g., ₹4,00,000 or €4,500].

• Upfront Deposit: 50% ([Amount]) due upon execution of this Agreement prior to Phase 1.
• Final Payment: 50% ([Amount]) due strictly upon delivery of the Phase 4 Evidence Pack.

3. Limitation of Liability & Disclaimers

3.1 Not Legal Counsel. The Agency provides technical regulatory compliance mapping and engineering advisory. The Agency is not a law firm. The outputs do not constitute formal legal advice. The Client is strongly advised to have the final documentation reviewed by their internal or external legal counsel prior to formal submission to any Notified Body or EU regulator.

3.2 Cap on Liability. To the maximum extent permitted by applicable international and domestic law, in no event shall the Agency be liable for any indirect, incidental, punitive, or consequential damages (including loss of profits, EU AI Act regulatory fines, or market bans). The total aggregate liability of the Agency for any claim arising under this Agreement shall not exceed the total fees actually paid by the Client under this Agreement.

4. Client Obligations

The accuracy and legal validity of the final Article 11 Documentation are strictly dependent on the accuracy of the raw technical data provided by the Client. The Client agrees to provide full, transparent, and truthful access to technical architecture, training datasets parameters, and security audits. The Agency is not liable for regulatory penalties resulting from omission or misrepresentation of data by the Client.

5. Intellectual Property & Confidentiality

5.1 Client IP: The Client retains all ownership rights to their proprietary code, algorithms, and business data.

5.2 Agency IP: The Agency retains all rights to its compliance methodologies, gap analysis frameworks, and remediation templates. Upon full payment of the project fee, the Agency grants the Client a perpetual, non-exclusive license to use the final Documentation Evidence Pack for their internal regulatory compliance purposes.

5.3 Confidentiality: Both parties agree to maintain the strict confidentiality of all proprietary information disclosed during this engagement and shall sign a mutual Non-Disclosure Agreement (NDA) if requested by either party.

6. Governing Law & International Arbitration

This Agreement shall be governed by and construed in accordance with the laws of the Republic of India. Any dispute, controversy, or claim arising out of or relating to this Agreement, or the breach, termination, or invalidity thereof, shall be settled by arbitration in accordance with the rules of the International Chamber of Commerce (ICC) or the Singapore International Arbitration Centre (SIAC), with the seat of arbitration being Jabalpur, Madhya Pradesh. The language of arbitration shall be English. This ensures global enforceability of the agreement.