AI Agent Addendum to Master Services Agreement

This AI Agent Addendum (“Addendum“) is entered into between ATB Technologies, LLC (“ATB“) and Client as a written amendment to the ATB Master Services Agreement (the “MSA“) under MSA Section 3(g) and is incorporated into the MSA as a Statement of Work under MSA Section 1(b). It applies to ATB’s design, development, deployment, and managed operation of AI Agents for Client under any Statement of Work, including its attachments (“SOW“). AI Agent services are Services under the MSA. Engagement-specific matters (specifications, environment prerequisites, permissions, service levels, change management, Build Fees and recurring fees, and transition services) are set out in the SOW. If this Addendum conflicts with the MSA, this Addendum controls as to its subject matter. If this Addendum conflicts with a SOW or any attachment to it, this Addendum controls unless the SOW identifies the Section of this Addendum being modified and states the parties’ intent to modify it. Capitalized terms not defined here have the meanings given in the MSA.

1. DEFINITIONS
   • a. AGENT ACTION: Any action an AI Agent takes in Client’s systems or any connected system, including creating, modifying, or deleting records, sending communications, invoking APIs, or initiating transactions.
   • b. AI AGENT: A software agent designed, developed, configured, or deployed by ATB for Client under a SOW, including its prompts, skills, instructions, orchestration logic, workflows, and integrations. An AI Agent is licensed, not sold.
   • c. BUILD FEE: The fees designated in a SOW as payable for the design, development, and deployment of an AI Agent.
   • d. CLIENT MATERIALS: All data, content, documents, credentials, and other materials provided by Client to ATB or accessed by ATB or an AI Agent from Client’s systems in connection with the Services.
   • e. OUTPUT: The content, results, and data an AI Agent generates for Client. Output does not include Agent Actions.
   • f. THIRD-PARTY TECHNOLOGY: AI platforms, foundation models, APIs, software, and cloud services owned or provided by third parties and used in connection with the Services.
2. OWNERSHIP
   • a. CLIENT: Client owns (a) Client Materials; (b) its pre-existing intellectual property and the business rules, decision criteria, proprietary processes, and domain knowledge unique to Client’s business (“Client-Specific IP“); (c) upon payment of the applicable fees, the SOW-specific configuration of an AI Agent that embodies Client-Specific IP or is specific to Client’s environment, including prompt text expressing Client’s business rules, integration and schema mappings specific to Client’s systems, and Client-specific knowledge sources (“Client Configuration“); and (d) Output, subject to the rights of Third-Party Technology providers.
   • b. ATB: ATB owns all intellectual property of general application that is not specific to Client, whether pre-existing or developed during the Services, including agent frameworks, architectures, orchestration patterns, reusable skills, tool definitions, prompt structures and templates, guardrail and evaluation logic, connectors, deployment and infrastructure code, monitoring and telemetry technology, methodologies, and know-how, together with improvements and generalizations of them that do not incorporate Client Materials, Client-Specific IP, or Client Configuration (“ATB Platform Components“). ATB Platform Components are “Works” under the MSA, but MSA Section 1(h) does not apply to AI Agents or ATB Platform Components; Section 6 of this Addendum governs Client’s license instead.
   • c. CLASSIFICATION: Each SOW will include, or ATB will deliver with the AI Agent, a classification of the AI Agent’s principal components as ATB Platform Components, Client Configuration, or Third-Party Technology. For any component not classified, Sections 2(a) and 2(b) govern; where a component could reasonably be either, the component is ATB Platform Components and the Client-specific content expressed through it is Client Configuration.
   • d. AGENT ACTIONS: Agent Actions within the scope authorized by the SOW and Client Configuration are deemed Client’s actions. ATB is responsible, to the extent provided in the MSA and SOW, for Agent Actions that deviate from the SOW specification because of a defect in ATB Platform Components or ATB’s failure to perform the Services in accordance with the SOW. Neither party is responsible for Agent Actions caused by Third-Party Technology providers, except to the extent a party failed to implement a mitigation required by the SOW.
   • e. NO IMPLIED TRANSFER: Except as expressly granted in this Addendum, neither party transfers ownership of its intellectual property to the other, and expiration or termination does not affect ownership.
3. REUSE AND NON-EXCLUSIVITY
   • a. REUSE: ATB builds AI Agents for multiple clients and may use, modify, and incorporate ATB Platform Components, and generalized knowledge and know-how retained in the unaided memory of its personnel, in solutions for other clients. In doing so ATB will not use, disclose, or incorporate Client Materials, Client’s Confidential Information, Client-Specific IP, or Client Configuration, and will not replicate any workflow or business logic unique to Client’s business.
   • b. NON-EXCLUSIVITY: The Services and AI Agents are non-exclusive. Any exclusivity must be agreed in a SOW and may carry additional fees.
4. THIRD-PARTY TECHNOLOGY
   • a. PROVIDER TERMS: Third-Party Technology remains the property of its provider and is subject to the provider’s terms. ATB grants no rights in Third-Party Technology. Client is responsible for its own agreements with, and compliance with the usage policies of, Third-Party Technology providers, and those agreements alone govern the providers’ use of Client Materials. ATB is not a party to them.
   • b. PROVIDER CHANGES: Providers may modify, deprecate, rate limit, or discontinue models and services on their own schedule, which may affect AI Agent availability, behavior, cost, Output, or Agent Actions. ATB is not responsible for the acts or changes of Third-Party Technology providers; ATB’s obligations to respond to such changes are limited to those in the SOW.
5. DATA HANDLING
   • a. RESIDENCY: The Services are designed and operated so that Client Materials remain within Client’s tenant and environment and are not stored or processed on ATB systems, except for (a) incidental content under Section 5(c); (b) materials Client provides directly to ATB, which are governed by the MSA confidentiality terms; and (c) as expressly provided in a SOW. ATB will use access to Client’s environment solely to perform the Services, will limit any viewing of Client Materials during remediation to the minimum necessary within Client’s environment, and will not export Client Materials except as Client directs in writing.
   • b. TELEMETRY: ATB owns its monitoring and telemetry technology, including the diagnostic agent deployed in Client’s environment, and may use it for other clients. “Operational Telemetry” means AI Agent health, availability, execution, performance, error, latency, token consumption, and cost metadata, and is designed to exclude Client Materials and the content of AI Agent inputs and Output. ATB may use aggregated, de-identified Operational Telemetry to improve its services, provided it cannot reasonably identify Client or any individual.
   • c. INCIDENTAL CONTENT: Error messages and diagnostic logs may incidentally capture fragments of AI Agent inputs or Output. ATB will configure the diagnostic agent to minimize such capture, treat any captured content as Client’s Confidential Information, use it only to diagnose and remediate the affected AI Agent, and delete it from ATB systems on the earlier of thirty (30) days after the related incident is closed or completion of the Services, in satisfaction of the return obligation in MSA Section 3(c).
   • d. NO TRAINING: ATB will not use Client Materials, Client’s Confidential Information, Client-Specific IP, or Client Configuration to train, fine-tune, or otherwise improve any AI model, ATB’s or a third party’s. Runtime retrieval or grounding by an AI Agent to perform the Services is not training. Where Third-Party Technology offers controls disabling provider training on customer content and ATB has administrative control of them, ATB will enable those controls; otherwise Client is responsible for doing so.
   • e. ATB TOOLING: ATB personnel may use AI-assisted development tools in performing the Services. ATB will use only enterprise-tier tools whose providers are contractually prohibited from training on customer content, and will not intentionally submit Client Materials (as distinct from Client Configuration and source code developed for Client) to such tools except within Client’s environment or as the SOW permits.
   • f. PERSONAL AND REGULATED DATA: Personal data within Client Materials is Confidential Information under MSA Section 3(c). Where applicable law requires a data processing agreement, business associate agreement, or similar terms for the Services, the SOW will identify it and the parties will execute it before deployment. Client will not deploy an AI Agent to process protected health information, payment card data, or other regulated data unless the SOW expressly identifies it and any legally required agreement is in place. Client is responsible for any notices, consents, or assessments its deployment requires.
   • g. EXIT: On expiration or termination of managed services for an AI Agent, ATB will remove the diagnostic agent, cease Operational Telemetry collection, and return or destroy Client credentials in its possession; Client is responsible for revoking access and credentials known to ATB.
6. LICENSE TO ATB PLATFORM COMPONENTS
   • a. GRANT: Subject to payment of applicable fees and compliance with the MSA, this Addendum, and the SOW, ATB grants Client a non-exclusive, non-assignable (except to a permitted successor under the MSA), worldwide, royalty-free license to use the ATB Platform Components in each AI Agent delivered to Client, solely as part of that AI Agent and for Client’s internal business purposes. No ownership transfers.
   • b. SCOPE: During the managed services term, Client will not, and will not permit a third party to, modify, reverse engineer, or create derivative works of ATB Platform Components, or disclose them to third parties other than affiliates, auditors, and advisers bound by written confidentiality obligations no less protective than Section 6(e). At no time will Client extract ATB Platform Components for use outside the AI Agent or use them to build, or help a third party build, a competing agent platform or managed agent service.
   • c. VESTING AND SURVIVAL: The license for an AI Agent becomes perpetual on the earlier of (a) full payment of the build fee designated in the SOW or (b) if none is designated, payment of recurring fees for that AI Agent for twelve (12) consecutive months or such other period as the SOW specifies. Once vested, the license survives termination of managed services, and Client may modify Client Configuration without restriction, modify embedded ATB Platform Components solely as necessary to keep that AI Agent operational for Client’s internal use, and engage a third-party provider to do so under written confidentiality obligations no less protective than Section 6(e). The extraction and competitive-use restrictions in Section 6(b) continue to apply. ATB may terminate a vested license only for uncured material breach of those restrictions.
   • d. AS IS AFTER MANAGED SERVICES: After managed services end, the AI Agent is provided AS IS. ATB has no obligation to monitor, maintain, update, or support it, or to respond to changes in Third-Party Technology or Client’s environment, and Client assumes all risk of continued use. Transition assistance and documentation are as set out in the SOW.
   • e. ATB CONFIDENTIAL INFORMATION: ATB Platform Components, their design and source, and ATB’s pricing and methodologies are ATB’s confidential information. Client will protect them with at least the care it uses for its own confidential information, use them only as this Addendum permits, and disclose them only to personnel, affiliates, and third parties who need access for that use and are bound by written confidentiality obligations at least as protective. This obligation survives termination and supplements MSA Section 3(c), which continues to govern ATB’s obligations to Client.
7. NATURE OF AI AGENTS AND CLIENT RESPONSIBILITIES
   • a. NATURE OF AI OUTPUT: AI Agents rely on probabilistic technologies. Output and Agent Actions may be inaccurate, incomplete, or inconsistent between executions. ATB does not warrant that Output will be accurate, complete, or fit for any purpose, and warrants only that it will perform the Services in a professional and workmanlike manner and that AI Agents will materially conform to the SOW specifications at acceptance. Output is not professional advice.
   • b. HUMAN OVERSIGHT: Client is responsible for determining which decisions and Agent Actions require human review, for specifying them in the SOW, and for reviewing Output before reliance. Client will not rely on Output or permit Agent Actions as the sole basis for any decision with legal, financial, safety, employment, medical, or similarly consequential effect on a person without human review.
   • c. ACCEPTABLE USE: Client will not use, or permit any third party to use, an AI Agent to violate law; to make credit, housing, employment, insurance, education, or essential-services decisions without human review; to process regulated data outside the SOW scope; to generate unlawful, deceptive, defamatory, or infringing content; to circumvent Third-Party Technology usage policies or AI Agent guardrails; or to engage in automated decision-making prohibited by law.
8. INDEMNIFICATION
   • a. ATB CARVE-OUTS: Notwithstanding the MSA, the non-infringement warranty in MSA Section 2(b)(ii) and the infringement indemnity in MSA Section 2(d) apply to ATB Platform Components as delivered and do not apply to (a) Output or Agent Actions; (b) Third-Party Technology or the manner in which it processes or generates content; (c) combinations of ATB Platform Components with software, data, or models not provided by ATB and not specified in the SOW, to the extent the claim would not have arisen but for the combination; (d) modifications by or for Client; or (e) Client Materials, Client-supplied Client Configuration content, or configurations Client mandates over ATB’s written objection. Protections for Third-Party Technology and its outputs (such as provider copyright commitments) must be obtained by Client directly from the provider.
   • b. CLIENT INDEMNITY: Client will defend and indemnify ATB and its officers, directors, employees, and subcontractors against third-party claims and resulting damages and expenses (including reasonable attorneys’ fees) arising from (a) Client’s use of or reliance on Output or Agent Actions; (b) Client’s breach of Section 7(c); or (c) any allegation that Client Materials or Client-supplied Client Configuration content infringe or violate third-party rights; in each case except to the extent caused by ATB’s breach of this Addendum, the MSA, or the SOW, or ATB’s negligence or willful misconduct. The notice, control, and cooperation procedures in MSA Section 2(d) apply with the parties’ roles reversed.
9. LIMITATION OF LIABILITY
   • a. LIMITATION OF LIABILITY: THE LIMITATIONS AND EXCLUSIONS OF LIABILITY IN MSA SECTION 2(C) APPLY TO THIS ADDENDUM. NOTWITHSTANDING THE CAP IN MSA SECTION 2(C), ATB’S TOTAL LIABILITY ARISING OUT OF OR RELATING TO ANY AI AGENT, ITS OUTPUT, OR ITS AGENT ACTIONS WILL NOT EXCEED THE FEES PAID BY CLIENT FOR THAT AI AGENT UNDER THE APPLICABLE SOW IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM, AND THIS SUB-CAP IS WITHIN, NOT IN ADDITION TO, THE MSA CAP. WITHOUT LIMITING THE MSA, ATB IS NOT LIABLE FOR LOSS ARISING FROM (A) RELIANCE ON OUTPUT OR AGENT ACTIONS WITHOUT THE HUMAN REVIEW REQUIRED BY SECTION 7(B); (B) AGENT ACTIONS ENABLED BY PERMISSIONS OR SCOPE CLIENT GRANTS IN EXCESS OF THE SOW; (C) THIRD-PARTY TECHNOLOGY CONSUMPTION CHARGES INCURRED BY AI AGENTS OPERATING IN ACCORDANCE WITH THE SOW; OR (D) THE ACTS OR CHANGES OF THIRD-PARTY TECHNOLOGY PROVIDERS, EXCEPT TO THE EXTENT ATB FAILS TO PERFORM A RESPONSE OBLIGATION IN THE SOW.
10. GENERAL PROVISIONS
    • a. MISCELLANEOUS: Except as modified by this Addendum, the MSA remains in full force. Sections 2, 3, 4(a), 5(b) through 5(g), 6, 7, 8, and 9 survive expiration or termination. This Addendum may be executed in counterparts and by electronic signature.