eveAI/content/partner agreement/partnership_agreement_v1.md

# PARTNERSHIP AGREEMENT

**Ask Eve AI Platform Partnership**

**Version 1.0**  
**Effective Date: [DATE]**

---

## PARTIES

### BETWEEN

**Ask Eve AI**, a trademark of Flow IT BV, with registered office at Toekomststraat 62, 9800 Deinze, Belgium, with company number BE0877.273.542, duly represented by Pieter Laroy;

hereinafter called "**Ask Eve AI**";

### AND

**[Partner Legal Name]**, with registered office at [Address], with company number [Number], duly represented by [Name and Title];

hereinafter called "**Partner**";

Ask Eve AI and Partner being referred to hereinafter individually as "**Party**" and jointly as "**Parties**".

---

## RECITALS

**WHEREAS** Ask Eve AI has developed an AI-powered conversational platform that enables the creation of business-related question-answer dialogues and AI agents (Specialists) based on customer-specific information (the "**Platform**" or "**Ask Eve AI Platform**");

**WHEREAS** Partner wishes to offer services built on or integrated with the Ask Eve AI Platform to its customers within the agreed Territory and Domain(s);

**WHEREAS** the Parties desire to form a partnership whereby Partner will develop and/or offer solutions using the Ask Eve AI Platform, generate business opportunities, and provide customer relationship management as specified in the applicable Annexes;

**WHEREAS** the Parties wish to agree on the terms and conditions which will govern the partnership;

**WHEREAS** this Agreement prevails over any terms issued by the Partner, even if Ask Eve AI did not expressly protest against such terms, and shall supersede and take precedence over purchase orders and general terms and conditions of the Partner or any other written or oral communications between the Parties unless explicitly agreed otherwise in writing;

**WHEREAS** in the event of any conflict between the general provisions of this Agreement and the specific provisions of Annexes or Addenda, the provisions of Annexes and Addenda shall take precedence;

**NOW, THEREFORE**, in consideration of the mutual covenants and agreements set forth herein, the Parties agree as follows:

---

# ARTICLE 1: DEFINITIONS

**"Additional Fees"** means fees charged to Customer on top of Basic Fees when effective usage of the Platform exceeds the usage limits covered by the Basic Fee for the applicable billing period.

**"Addendum"** or **"Addenda"** means partner-specific commercial terms, pricing schedules, IP transfer arrangements, and custom provisions that supplement this Agreement for a specific Partner, attached as separately executed documents.

**"Affiliate"** means, with respect to Ask Eve AI or Partner, any person or entity that controls, is controlled by, or is under common control with such Party, where "control" means ownership of fifty percent (50%) or more of the outstanding votes.

**"Agreement"** means this Partnership Agreement, together with all Annexes, Addenda, and Exhibits attached hereto or executed separately and referenced herein.

**"Basic Fees"** means the prepaid monthly or annual subscription fees paid by Customer for base platform access, covering specified usage limits for the billing period.

**"Catalog"** means a structured collection of domain knowledge, information, and content provided by a Knowledge Partner and made available through the Ask Eve AI Platform.

**"Confidential Information"** has the meaning set forth in Article 13.

**"Customer"** means any end-user or end-customer of the Platform and Services who accesses such Services through Partner's offering or directly contracts with Ask Eve AI for Services.

**"Data Protection Agreement"** or **"DPA"** means Ask Eve AI's standard Data Protection Agreement governing the processing of Personal Data, incorporated by reference as Exhibit B.

**"Domain"** means the specific industry, business function, or subject matter area in which Partner is authorized to offer Platform-based services (e.g., HR/Recruitment, Legal, Healthcare, Finance).

**"Expert Partner"** means a Partner authorized under Annex 2 to co-develop AI Specialists with Ask Eve AI.

**"Knowledge Partner"** means a Partner authorized under Annex 1 to provide domain knowledge through Catalogs on the Platform.

**"Management Partner"** means a Partner authorized under Annex 3 to manage customer relationships and act as the primary point of contact for Customers.

**"Partner Services"** means the collection of all services and applications built by Partner on top of the Ask Eve AI Platform and offered to Partner's Customers.

**"Personal Data"** has the meaning set out in the Data Protection Legislation as defined in the DPA.

**"Platform"** or **"Ask Eve AI Platform"** means the Ask Eve AI software platform, including all software components, AI models, infrastructure, and services provided by Ask Eve AI.

**"Prospect"** means a prospective Customer from either Partner or Ask Eve AI.

**"Services"** means the Ask Eve AI Platform services, including hosting, AI processing, data storage, and all related functionality provided to Customers.

**"Specialist"** or **"AI Specialist"** means an AI agent or virtual assistant configured on the Ask Eve AI Platform to perform specific business functions using AI and machine learning.

**"Tenant"** means an organizational account on the Ask Eve AI Platform representing a Customer, with associated users, data, and configurations.

**"Terms of Service"** or **"T&Cs"** means Ask Eve AI's standard Terms of Service governing use of the Platform, incorporated by reference as Exhibit D.

**"Territory"** means the specific geographic region in which Partner is authorized to offer Platform-based services (e.g., Belgium, European Union, EMEA).

---

# ARTICLE 2: PARTNERSHIP SCOPE

## 2.1 Territory, Domain, and Partner Type

Ask Eve AI appoints Partner, and Partner accepts appointment, as a non-exclusive partner of Ask Eve AI for the purpose of offering Platform-based services to Customers, subject to the following scope:

**Territory:** [To be specified in Addendum - e.g., Belgium, EU, Benelux, EMEA]

**Domain(s):** [To be specified in Addendum - e.g., HR/Recruitment, Legal Services, Healthcare]

**Partner Type(s):** [Select applicable - may be multiple]
- ☐ Knowledge Partner (Annex 1 applies)
- ☐ Expert Partner (Annex 2 applies)
- ☐ Management Partner (Annex 3 applies)

## 2.2 Non-Exclusivity

This partnership is non-exclusive. The Parties acknowledge and agree that:

(a) **Multiple Partners:** Ask Eve AI may appoint multiple partners within the same Territory and/or Domain.

(b) **Direct Sales:** Ask Eve AI reserves the right to serve Customers directly within Partner's Territory and Domain.

(c) **Customer Choice:** Customers may access and use:
- Knowledge and Specialists from Partners in different Domains
- Services from multiple Partners simultaneously
- Ask Eve AI's Platform directly without Partner involvement

(d) **Partner Competition:** Partner may offer services in territories or domains outside those specified in Section 2.1, subject to the restrictions in Article 3.

## 2.3 Independent Contractor Relationship

(a) The Parties are independent contractors and not related to each other financially or legally, except as expressly agreed in this Agreement.

(b) Neither Party shall have the ability to enter into agreements in the name and for the account of the other Party or bind the other Party with respect to third parties, unless expressly authorized in writing.

(c) This Agreement does not create a partnership, joint venture, franchise, employment relationship, or agency of any kind between the Parties.

(d) This Agreement is not subject to the application of:
- The Commercial Agency Act of 13 April 1995 (as included in the Economic Law Code, Book X, Title I)
- The Act on unilateral termination of concessions of exclusive sale granted for an indefinite period dated 27 July 1961

These laws are expressly excluded in view of the independent contractor relationship between the Parties.

---

# ARTICLE 3: PARTNER OBLIGATIONS

## 3.1 General Obligations

Partner shall, at all times during the Term:

(a) **GDPR Compliance:**
- Comply with all applicable data protection laws, including the General Data Protection Regulation (GDPR) and the Belgian Data Protection Act
- Obtain all necessary consents, authorizations, and legal bases required to process Personal Data through the Platform
- Ensure end users are properly informed about data processing activities
- Provide appropriate privacy notices to data subjects
- Maintain records of processing activities as required by GDPR Article 30

(b) **Customer Relationship Management:**
- Act as primary point of contact for all Customers acquired through this Partnership
- Provide first-line and second-line helpdesk support to Customers
- Escalate third-line technical issues to Ask Eve AI in accordance with support procedures
- Not permit Customers to contact Ask Eve AI directly for support without Partner involvement, except as agreed in writing

(c) **Marketing and Brand Compliance:**
- Use Ask Eve AI trademarks and marketing materials only in accordance with Ask Eve AI's brand guidelines (when published)
- Submit marketing materials featuring Ask Eve AI functionality to Ask Eve AI for review before publication
- Identify Ask Eve AI as the underlying Platform provider when white-labeling services
- Use Ask Eve AI's platform identification logo (to be provided) in all customer-facing materials
- Not suggest that Ask Eve AI endorses Partner's specific offerings unless expressly agreed

(d) **Testing and Quality Assurance:**
- Thoroughly test all Partner Services before offering to Customers
- Validate that outputs from AI Specialists and Catalogs are appropriate for intended use cases
- Implement human review processes for critical customer-facing outputs
- Monitor and refine Partner Services based on customer feedback and performance data

(e) **Accurate Information:**
- Provide accurate and complete information about Customers to Ask Eve AI
- Notify Ask Eve AI within ten (10) business days of any material changes to Customer information
- Maintain current contact details and billing information for all managed Customers

(f) **Good Faith and Reputation:**
- Act in good faith at all times in the partnership
- Not bring Ask Eve AI into disrepute through actions, statements, or business practices
- Represent Ask Eve AI's capabilities accurately and not make unauthorized representations

## 3.2 Security Requirements

Partner warrants that it has implemented and will maintain technical and organizational measures to ensure security of Personal Data, including:

(a) **Access Controls:**
- Strong password policies for all user accounts
- Multi-factor authentication on critical systems (where available)
- Role-based access control limiting access to necessary personnel only
- Immediate revocation of access for departed personnel
- Secure management of API keys and authentication credentials

(b) **Data Protection:**
- Encryption of data in transit (TLS 1.2 minimum)
- Secure storage of credentials and API keys
- Regular backup procedures for critical data
- Secure deletion procedures for end-of-life data

(c) **Security Awareness:**
- Personnel training on data protection and security best practices
- Awareness of common threats (phishing, social engineering, malware)
- Documented incident reporting procedures

(d) **Operational Security:**
- Regular software updates and security patching
- Malware protection on endpoints (as applicable)
- Monitoring for security incidents
- Documented incident response procedures

(e) **Compliance Verification:**
- Partner shall not implement security measures that conflict with Ask Eve AI's security requirements
- Partner shall cooperate with Ask Eve AI security audits as reasonable
- Partner shall notify Ask Eve AI of any material changes to security posture

Partner acknowledges that failure to maintain adequate security measures may result in immediate suspension of access to the Platform pursuant to Article 4.7.

## 3.3 Testing and Validation Obligations

Partner acknowledges and warrants that:

(a) **Pre-Deployment Testing:** Partner has thoroughly tested all Partner Services, including AI Specialists, Catalogs, and integrations, before making them available to Customers.

(b) **Output Validation:** Partner understands that AI-generated outputs from the Platform:
- May not always be accurate and should not be relied upon as the sole source of truth
- Must be evaluated for accuracy and appropriateness for the specific use case
- Require human review as appropriate before use in critical applications
- Must not be used for decisions with legal or material impact on individuals without appropriate human oversight

(c) **Customer Education:** Partner shall inform Customers about:
- The limitations of AI-generated outputs
- The need for human review and validation
- Appropriate use cases and restrictions
- The probabilistic nature of AI systems

(d) **Ongoing Monitoring:** Partner shall:
- Monitor performance and accuracy of Partner Services
- Collect and act upon customer feedback
- Implement improvements and corrections as needed
- Report significant issues or patterns to Ask Eve AI

## 3.4 Non-Solicitation of Personnel

(a) **Restriction Period:** During the Term and for twelve (12) months thereafter, neither Party shall, without the prior written consent of the other Party, directly solicit for employment or engagement any employee, contractor, or consultant of the other Party who:
- Was engaged in activities related to this Partnership; AND
- Had material access to the other Party's Confidential Information; AND
- Performed services under this Agreement in the 12 months prior to solicitation

(b) **Permitted Activities:** This restriction does NOT apply to:
- General job advertisements not specifically targeted at the other Party's personnel
- Recruitment through third-party recruiters operating independently
- Individuals who independently apply without solicitation
- Personnel who had already left the other Party's employment before solicitation (if termination was not encouraged by the soliciting Party)
- Personnel employed by the other Party before this Agreement commenced

(c) **Remedies:** If a Party violates this provision, the non-breaching Party may seek:
- Injunctive relief (immediate court order to stop the violation)
- Compensation equal to twelve (12) months' salary of the solicited person; OR
- Actual damages, whichever is greater

## 3.5 Non-Compete and Non-Solicitation

### (a) During Term

Partner shall not, directly or indirectly through Affiliates:

(i) Develop, market, distribute, or resell any AI-powered conversational platform that competes with the Ask Eve AI Platform in the Territory and Domain(s) specified in Section 2.1;

(ii) Encourage or assist any third party to develop a competing platform using Confidential Information or proprietary methodologies obtained from Ask Eve AI;

(iii) Represent to Customers or Prospects that any third-party solution is equivalent to or superior to Ask Eve AI without objective comparison data.

### (b) Post-Termination Customer Non-Solicitation (18 Months)

For eighteen (18) months following termination of this Agreement, Partner shall not:

(i) Directly solicit any Customer acquired through this Partnership to migrate to a competing AI conversational platform;

(ii) Offer discounts or incentives to Customers specifically conditioned on discontinuing use of the Ask Eve AI Platform;

(iii) Disparage Ask Eve AI or the Platform to Customers for competitive purposes.

**This restriction does NOT prohibit:**
- General marketing activities not targeted at Ask Eve AI Customers
- Responding to unsolicited inquiries from former Customers
- Competing for new customers not acquired through this Partnership

### (c) Post-Termination Technology Restrictions (12 Months)

For twelve (12) months following termination, Partner shall not use Ask Eve AI's proprietary methodologies, algorithms, or architectural approaches disclosed under this Agreement to develop a competing conversational AI platform.

**This restriction does NOT prohibit:**
- Using general AI/ML knowledge and publicly available techniques
- Developing AI solutions in different domains or use cases
- Using different technology stacks or approaches
- Partnering with other AI platform providers

### (d) Permitted Activities (No Restriction)

The following activities are explicitly PERMITTED at all times:

(i) **Individual employees or advisors of Partner:**
- Joining Ask Eve AI as employees
- Developing AI Specialists on the Ask Eve AI Platform (even in new domains)
- Developing AI solutions on other platforms after leaving Partner
- Using general AI expertise in new roles

(ii) **Partner entity:**
- Developing additional AI Specialists on the Ask Eve AI Platform
- Offering complementary services (consulting, integration, training)
- Partnering with non-competing AI providers
- Competing in markets outside Territory/Domain after restrictions expire

### (e) Geographic and Domain Scope

All restrictions in this Section 3.5 apply ONLY to:
- **Territory:** As defined in Section 2.1
- **Domain(s):** As defined in Section 2.1
- **Customer Type:** Customers acquired through this Partnership

Partner may freely compete in other territories, domains, or for customers not connected to this Partnership.

### (f) Survival and Enforceability

- Section 3.5(a) survives only during the Term
- Sections 3.5(b) and (c) survive for the stated periods after termination
- All other provisions of this Section 3.5 survive termination

If any provision of this Section 3.5 is held unenforceable, the remaining provisions remain in effect, and the unenforceable provision shall be reformed to the maximum extent enforceable under applicable law.

---

# ARTICLE 4: Ask Eve AI OBLIGATIONS

## 4.1 Platform Access

Ask Eve AI shall provide Partner with access to the Ask Eve AI Platform in accordance with the terms of this Agreement and applicable Annexes, including:

(a) Access to the administrative console for Partner's authorized users
(b) Ability to create and manage Tenant accounts for Customers
(c) Access to Platform features and functionality as specified in applicable Annexes
(d) API access as needed and agreed (subject to separate API terms if applicable)

## 4.2 Partner Portal

Ask Eve AI will provide Partner with access to a partner portal (when available) to facilitate:

(a) Communication and documentation
(b) Customer order registration and management
(c) Usage reporting and billing information
(d) Support ticket management
(e) Marketing materials and resources

## 4.3 Marketing Support

Ask Eve AI may, at its sole discretion, provide Partner with:

(a) Marketing collateral and materials
(b) Product information and documentation
(c) Demo environments and training materials
(d) Co-marketing opportunities

Ask Eve AI reserves the right to modify, update, or discontinue any marketing support at any time with reasonable notice to Partner.

## 4.4 Third-Line Support

Ask Eve AI will provide third-line technical support to Partner for:

(a) Platform infrastructure and availability issues
(b) Complex technical issues escalated by Partner
(c) Platform bugs and defects
(d) Feature requests and enhancement discussions

**Support Terms:**
- Support is provided to Partner, not directly to Partner's Customers
- Support requests must be submitted through designated channels
- Response times are subject to Ask Eve AI's standard support SLAs
- Ask Eve AI is not responsible for Partner Services or Partner-created content

## 4.5 Professional Services

Partner may request Ask Eve AI to provide professional services relating to use of the Platform, either:

(a) Directly to Customer (at Customer's expense); OR
(b) As a subcontractor to Partner (with Ask Eve AI's prior written consent)

All professional services are subject to:
- Availability of Ask Eve AI resources
- Separate statements of work or service agreements
- Ask Eve AI's then-current professional services rates
- Mutual written agreement before commencement

## 4.6 Platform Modifications

Ask Eve AI may modify any provisions of Platform features, pricing (Exhibit A), or service terms upon not less than thirty (30) days' prior written notice to Partner.

If modifications adversely affect Partner's operations relative to marketing and delivery of Partner Services, Partner may terminate this Agreement pursuant to Article 14.2, provided that Ask Eve AI shall honor existing pricing and terms for active Customer contracts for ninety (90) days following the modification notice.

## 4.7 Service Suspension Rights

Ask Eve AI reserves the right to suspend or terminate Partner's or Customer's access to the Platform immediately without prior notice if:

(a) Basic Fees or platform usage fees are not paid when due
(b) Partner or Customer breaches the Terms of Service or this Agreement
(c) Partner or Customer's use of the Platform:
- Violates applicable laws or regulations
- Infringes third-party intellectual property rights
- Poses security risks to the Platform or other users
- Involves prohibited content or activities (as defined in Terms of Service)

(d) Partner or Customer becomes insolvent or files for bankruptcy
(e) Ask Eve AI must suspend services to comply with applicable law or court order

Upon suspension, Ask Eve AI will notify Partner and provide opportunity to remedy the cause of suspension, except where immediate suspension is required for legal or security reasons.

---

# ARTICLE 5: INTELLECTUAL PROPERTY

## 5.1 Ask Eve AI Platform IP

Ask Eve AI retains and shall be the sole owner of all right, title, and interest in and to:

(a) The Ask Eve AI Platform, including:
- All software, code, algorithms, and AI models
- Platform infrastructure and architecture
- Core functionality and features
- User interfaces and design elements

(b) All improvements, enhancements, modifications, or derivative works to the Platform, regardless of who suggests or requests such changes

(c) All Intellectual Property Rights related to the foregoing

**"Intellectual Property Rights"** means current and future worldwide rights under patent, copyright, trade secret, trademark, moral rights, database rights, and other similar proprietary rights.

**Clarification:** This Section 5.1 applies to the Platform itself. Ownership of Partner-created content (Catalogs, Specialist configurations, etc.) is governed by applicable Annexes and Addenda.

## 5.2 Partner Content and Services

### (a) General Principle

Subject to the specific provisions in Annexes and Addenda:

(i) **Partner retains ownership** of:
- Original content created by Partner (Catalog information, training materials, etc.)
- Partner's trademarks, logos, and brand materials
- Partner's business processes and methodologies
- Customer data provided by Partner's Customers

(ii) **Ask Eve AI retains ownership** of:
- All Platform code and infrastructure
- AI models and training methodologies
- Platform-specific functionality
- Core Specialist framework and architecture

### (b) License Grants

Partner grants Ask Eve AI a non-exclusive, royalty-free, worldwide license to:
- Host and operate Partner's Catalogs and Specialists on the Platform
- Use Partner content as necessary to provide Services to Customers
- Display Partner's trademarks in connection with Partner Services
- Create derivative works as necessary to integrate with Platform functionality

Ask Eve AI grants Partner a non-exclusive, non-transferable, non-sublicensable license to:
- Access and use the Platform during the Term
- Use Ask Eve AI trademarks in accordance with Article 5.4
- Distribute Ask Eve AI marketing materials to Prospects and Customers

### (c) Specialist and Catalog IP

Specific ownership and IP transfer arrangements for:
- Knowledge Partner Catalogs: See Annex 1
- Expert Partner Specialists: See Annex 2 and applicable Addenda
- Co-developed solutions: As specified in applicable Addenda

## 5.3 Restrictions on Use

Partner shall not:

(a) Remove, alter, or obscure any identification, proprietary, copyright, or other notices in the Platform, documentation, or Services

(b) Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code or algorithms of the Platform, except as expressly permitted by applicable law

(c) Modify, adapt, translate, or create derivative works from the Platform without Ask Eve AI's express written consent

(d) Merge or combine the Platform with other software not expressly approved in writing by Ask Eve AI

(e) Reproduce, distribute, perform, display, or sublicense the Platform, except as expressly permitted in this Agreement

(f) Use the Platform to develop a competing product or service

(g) Represent that outputs were human-generated when they were AI-generated

Any attempt to violate these restrictions constitutes an infringement of Ask Eve AI's intellectual property rights and grounds for immediate termination pursuant to Article 14.3.

## 5.4 Trademark License

During the Term, Ask Eve AI grants to Partner, and Partner accepts, a non-transferable, non-exclusive license within the Territory to:

(a) **Use Ask Eve AI Trademarks** for:
- Marketing Partner Services to Prospects and Customers
- Identifying Ask Eve AI as the underlying Platform provider
- Co-marketing activities approved by Ask Eve AI

(b) **Display Marketing Materials:**
- Reproduce, distribute, and display Ask Eve AI marketing information
- Use approved product screenshots and descriptions
- Reference Ask Eve AI in case studies and testimonials (with prior approval)

**Usage Requirements:**
- All trademark use must comply with Ask Eve AI's brand guidelines (when published)
- Partner must display Ask Eve AI's platform identification logo when white-labeling
- Partner may not modify Ask Eve AI trademarks
- Partner may not register any trademarks confusingly similar to Ask Eve AI marks

**Termination of License:**
- Upon termination of this Agreement, Partner shall immediately cease all use of Ask Eve AI trademarks
- Partner shall remove Ask Eve AI trademarks from all materials within thirty (30) days

## 5.5 IP Infringement Notification

(a) **Partner's Obligation:** Partner shall immediately notify Ask Eve AI if Partner discovers any:
- Misappropriation of Ask Eve AI's intellectual property
- Infringement of Ask Eve AI's patents, copyrights, or trademarks
- Misuse of Ask Eve AI's confidential information
- Unauthorized use of the Platform

(b) **Cooperation:** At Ask Eve AI's request, Partner shall assist Ask Eve AI, at Ask Eve AI's reasonable expense, to:
- Enforce Ask Eve AI's intellectual property rights
- Investigate infringement or misappropriation
- Take steps to cease unauthorized use

(c) **Ask Eve AI's Rights:** Ask Eve AI retains sole discretion to:
- Pursue or not pursue enforcement actions
- Settle or litigate IP disputes
- Control strategy and decisions in IP matters

---

# ARTICLE 6: DATA PROTECTION AND GDPR COMPLIANCE

## 6.1 Data Processing Roles

### (a) Standard Processing Relationship

In the standard relationship where Partner has a direct relationship with Customers:

- **Customer (Tenant):** Acts as Data Controller
- **Partner:** May act as Data Controller or Data Processor depending on the nature of services provided
- **Ask Eve AI:** Acts as Data Processor on behalf of Customer

### (b) Management Services Relationship

When Partner provides Management Services and acts on behalf of a third-party customer:

- **Third-Party Customer:** Acts as Data Controller
- **Partner:** Acts as Data Processor on behalf of third-party customer
- **Ask Eve AI:** Acts as Sub-Processor

Partner must ensure that:
- Partner has executed a Data Processing Agreement with the third-party customer
- Partner flows down DPA obligations to Ask Eve AI
- Partner has authority to bind the third-party customer to Ask Eve AI's Terms of Service

## 6.2 Partner GDPR Warranties and Compliance

Partner warrants, represents, and undertakes that:

(a) **Legal Compliance:** Partner complies and shall continue to comply with:
- The General Data Protection Regulation (GDPR) 2016/679
- The Belgian Data Protection Act of 30 July 2018
- All applicable national data protection laws in the Territory
- Any amendments or updates to the foregoing

(b) **Lawful Basis:** Partner has and shall maintain appropriate lawful bases under GDPR Article 6 for all Personal Data processing through the Platform, including:
- Valid consent where required
- Contractual necessity where applicable
- Legitimate interests where appropriate
- Legal obligations where mandated

(c) **Data Subject Rights:** Partner shall:
- Implement processes to respond to data subject rights requests within GDPR timeframes
- Maintain appropriate privacy notices for data subjects
- Honor data subject requests for access, rectification, erasure, restriction, portability, and objection
- Cooperate with Ask Eve AI in facilitating data subject rights (as detailed in DPA)

(d) **Data Minimization:** Partner shall:
- Process only Personal Data necessary for the specified purposes
- Not process excessive or irrelevant Personal Data through the Platform
- Implement appropriate retention and deletion policies

(e) **Technical and Organizational Measures:** Partner shall implement and maintain appropriate technical and organizational measures as specified in Article 3.2.

(f) **Records of Processing:** Partner shall maintain records of processing activities as required by GDPR Article 30.

(g) **Data Protection Impact Assessments:** Where required by GDPR Article 35, Partner shall conduct Data Protection Impact Assessments before processing Personal Data through high-risk Platform features.

## 6.3 Data Breach Notification

### (a) Notification Timing

**Partner to Ask Eve AI:** Partner shall notify Ask Eve AI within twenty-four (24) hours of becoming aware of any Data Breach affecting Personal Data processed through the Platform.

**Ask Eve AI to Partner:** Ask Eve AI shall notify Partner within twenty-four (24) hours of becoming aware of any Data Breach.

### (b) Notification Content

Notifications shall include, to the extent information is readily available:
- Nature of the Data Breach
- Categories and approximate number of data subjects affected
- Categories and approximate number of Personal Data records affected
- Likely consequences and adverse effects
- Measures taken or proposed to address the breach
- Measures taken or proposed to mitigate adverse effects
- Contact point for further information

### (c) Ongoing Updates

The Party discovering the breach shall provide timely updates as additional information becomes available.

### (d) Supervisory Authority Notification

**Data Controller Responsibility:** The Party acting as Data Controller is responsible for:
- Notifying the supervisory authority (Belgian Data Protection Authority) within seventy-two (72) hours of becoming aware of a breach that poses a risk to data subjects (GDPR Article 33)
- Notifying affected data subjects without undue delay if the breach poses a high risk to their rights and freedoms (GDPR Article 34)

**Data Processor Assistance:** The Party acting as Data Processor shall provide reasonable assistance to the Data Controller in meeting these obligations.

### (e) Cooperation

Parties shall:
- Cooperate in investigating and remediating breaches
- Share information necessary for regulatory notifications
- Coordinate communications with affected parties
- Implement corrective measures to prevent recurrence

## 6.4 DPA Flow-Down Requirements

### (a) Customer DPA Execution

When Partner acts as a Management Partner:

(i) Partner must ensure each Customer signs Ask Eve AI's Data Protection Agreement before platform access is granted

(ii) Partner must provide Ask Eve AI with executed copies of Customer DPAs within fifteen (15) days of Customer onboarding

(iii) Partner warrants that it has authority to bind Customer to the DPA on behalf of the Customer

### (b) Partner's Own DPA

When Partner acts as Data Processor (Management Services scenario):

(i) Partner must have its own executed Data Processing Agreement with the third-party customer (Data Controller)

(ii) Partner's DPA with the customer must include provisions allowing Partner to engage Ask Eve AI as Sub-Processor

(iii) Partner shall flow down to Ask Eve AI the data protection obligations required by the customer, provided such obligations are not materially more burdensome than those in Ask Eve AI's standard DPA

### (c) Sub-Processor Approval

By executing this Agreement, Customer (through Partner) provides general authorization for Ask Eve AI to engage the Sub-Processors listed in the DPA (Exhibit B, Annex 1).

Ask Eve AI shall notify Partner at least thirty (30) days in advance of:
- Adding new Sub-Processors
- Replacing existing Sub-Processors
- Material changes to Sub-Processor roles

Partner (on behalf of Customer) may object to such changes on reasonable data protection grounds within the notice period.

## 6.5 Partner Indemnification for GDPR Violations

### (a) Scope of Indemnification

Partner shall indemnify, defend, and hold Ask Eve AI harmless from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising from or related to:

(i) Partner's failure to comply with GDPR or other applicable data protection laws

(ii) Partner's failure to obtain appropriate consent or legal basis for processing Personal Data

(iii) Partner's failure to provide adequate privacy notices to data subjects

(iv) Partner's improper handling of data subject rights requests

(v) Partner's data breach caused by Partner's failure to implement appropriate security measures

(vi) Partner's processing of Personal Data outside the scope authorized by data subjects or required by law

(vii) Claims by data subjects, supervisory authorities, or other third parties arising from Partner's data protection violations

### (b) Exclusions

Partner is not obligated to indemnify Ask Eve AI to the extent the claim arises from:
- Ask Eve AI's failure to implement security measures required by the DPA
- Ask Eve AI's unauthorized processing of Personal Data beyond Partner's instructions
- Ask Eve AI's data breach caused solely by Ask Eve AI's security failures

### (c) Cooperation

Partner shall cooperate with Ask Eve AI in defending against any claims subject to this indemnification, including:
- Providing timely information and documentation
- Making personnel available for depositions or testimony
- Participating in settlement negotiations as requested

---

# ARTICLE 7: PARTNER CONTENT LIABILITY AND INDEMNIFICATION

## 7.1 Knowledge Partner Content Responsibility

Where Partner provides domain knowledge through Catalogs (Annex 1), Partner acknowledges and agrees that Partner is solely responsible for:

(a) **Accuracy and Completeness:**
- The accuracy, completeness, and currency of all information in Catalogs
- Regular review and updates to maintain accuracy
- Corrections of errors or outdated information
- Quality control of content before publication

(b) **Legal Compliance:**
- Ensuring all Catalog content complies with applicable laws and regulations
- Not including illegal, defamatory, or infringing content
- Respecting intellectual property rights of third parties
- Obtaining necessary licenses for content used

(c) **Rights and Licenses:**
- Obtaining all necessary rights and licenses for content provided
- Warranting that Partner has authority to grant Ask Eve AI the license in Article 5.2(b)
- Not infringing any third-party copyrights, trademarks, or other IP rights

(d) **Customer Reliance:**
- Understanding that Customers may rely on Catalog information
- Implementing appropriate disclaimers where necessary
- Clearly identifying opinions versus facts
- Distinguishing between current and historical information

## 7.2 Expert Partner Specialist Responsibility

Where Partner co-develops AI Specialists with Ask Eve AI (Annex 2), Partner acknowledges and agrees that Partner is solely responsible for:

(a) **Accuracy of Configurations:**
- The accuracy and appropriateness of AI Specialist prompts, instructions, and configurations
- Logic and workflows defined for Specialists
- Expected behaviors and outputs from Specialists
- Domain-specific knowledge provided to train Specialists

(b) **Testing and Validation:**
- Thorough testing of all Specialist functionality before deployment to Customers
- Validation that Specialist outputs meet intended purposes
- Testing edge cases and error scenarios
- Regression testing after updates or modifications

(c) **Ongoing Monitoring:**
- Monitoring Specialist performance in production
- Collecting and analyzing customer feedback
- Identifying and addressing accuracy issues
- Refining configurations based on real-world usage

(d) **Documentation:**
- Providing clear documentation of Specialist capabilities and limitations
- Documenting appropriate use cases and restrictions
- Maintaining change logs for Specialist versions
- Creating user guides for Customers

## 7.3 Ask Eve AI's Role and Disclaimers

(a) **Platform Provider Only:** Ask Eve AI provides the Platform infrastructure, AI models, and hosting services, but makes no warranties regarding:
- The accuracy, completeness, or appropriateness of Partner-provided content
- The suitability of Partner Services for any particular purpose
- The outputs generated by Partner-configured Specialists
- The reliability of Partner-maintained Catalogs

(b) **No Content Liability:** Ask Eve AI is not responsible for:
- Errors, omissions, or inaccuracies in Partner content
- Customer decisions based on Partner content
- Harm resulting from incorrect or misleading Partner content
- Partner's failure to update or maintain content

(c) **AI Output Limitations:** Partner acknowledges that:
- AI outputs are probabilistic and may not always be accurate
- Platform AI models are general-purpose and not customized for specific domains
- Partner is responsible for domain-specific accuracy and validation
- Ask Eve AI does not verify or validate Partner-provided knowledge

## 7.4 Partner Indemnification for Content

Partner shall indemnify, defend, and hold Ask Eve AI harmless from and against any and all third-party claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising from or related to:

(a) **Inaccurate or Misleading Content:**
- Errors, omissions, or inaccuracies in Partner-provided Catalogs
- Outdated or obsolete information not properly updated
- Misleading statements or representations in Partner content
- Factual errors that cause harm to Customers or third parties

(b) **Specialist Defects:**
- Errors, bugs, or defects in Partner-configured Specialists
- Inappropriate outputs from Partner-designed Specialists
- Specialist failures due to inadequate testing by Partner
- Logic errors in Specialist workflows or decision trees

(c) **Intellectual Property Infringement:**
- Use of copyrighted material without permission in Catalogs
- Infringement of third-party trademarks in Partner content
- Violation of third-party patents through Specialist functionality
- Misappropriation of trade secrets in Partner Services

(d) **Legal and Regulatory Violations:**
- Partner content that violates applicable laws or regulations
- Provision of unlicensed professional advice (legal, medical, financial)
- Failure to comply with industry-specific regulations
- Privacy violations in content collection or use

(e) **Customer Reliance:**
- Customer claims arising from reliance on inaccurate Partner content
- Damages suffered by Customers due to Partner content errors
- Financial losses from decisions based on Partner-provided information
- Harm to Customer reputation from Partner Service failures

(f) **Third-Party Claims:**
- Claims by individuals or entities referenced in Partner content
- Defamation or privacy claims related to Partner content
- Consumer protection claims related to Partner Services
- Professional malpractice claims (if applicable)

### Indemnification Process

(i) **Notice:** Ask Eve AI shall promptly notify Partner in writing of any claim subject to indemnification

(ii) **Control:** Partner shall have the right to control the defense and settlement of the claim, provided that:
- Ask Eve AI may participate in the defense at its own expense
- Partner shall not settle any claim in a manner that admits Ask Eve AI's liability or imposes obligations on Ask Eve AI without Ask Eve AI's prior written consent

(iii) **Cooperation:** Ask Eve AI shall cooperate reasonably with Partner in the defense, at Partner's expense

(iv) **Mitigation:** Partner shall use commercially reasonable efforts to mitigate damages

---

# ARTICLE 8: CUSTOMER MANAGEMENT AND DOCUMENTATION

## 8.1 Customer Relationship Structure

For Customers acquired through this Partnership:

(a) **Primary Contact:** Partner acts as the primary point of contact for all Customer interactions, including:
- Initial sales and onboarding
- Day-to-day account management
- First-line and second-line support
- Billing and payment discussions
- Renewal and upsell conversations

(b) **Ask Eve AI Role:** Ask Eve AI provides:
- Third-line technical support (escalated from Partner)
- Platform infrastructure and maintenance
- Platform updates and new features
- Security and compliance oversight

(c) **Direct Customer Contact:** Customers shall not contact Ask Eve AI directly for support or sales inquiries unless:
- Partner explicitly refers the Customer to Ask Eve AI
- The matter relates to Platform-level issues requiring Ask Eve AI intervention
- Emergency situations requiring immediate Ask Eve AI response
- Mutually agreed circumstances documented in writing

## 8.2 Customer Onboarding Requirements

Before granting Customer access to the Platform, Partner must:

(a) **Tenant Creation:**
- Create a Tenant account for the Customer on the Ask Eve AI Platform
- Configure appropriate license tier and usage limits
- Set up initial users and access permissions
- Configure relevant Specialists or Catalogs

(b) **Contractual Documentation:**
- Ensure Customer executes Ask Eve AI's Terms of Service (Exhibit D)
- Ensure Customer executes Ask Eve AI's Data Processing Agreement (Exhibit B)
- Provide executed copies to Ask Eve AI within fifteen (15) days of Customer onboarding
- Maintain records of all Customer agreements

(c) **Customer Information:**
- Provide accurate and complete Customer information to Ask Eve AI, including:
  - Legal entity name and registration details
  - Billing address and VAT number
  - Primary contact information (name, email, phone)
  - Intended use cases and expected usage volumes
  - Any special requirements or restrictions

(d) **Training and Orientation:**
- Provide adequate training to Customer users
- Explain Platform capabilities and limitations
- Set appropriate expectations for AI outputs
- Document Customer-specific configurations

## 8.3 Payment Responsibility (Management Partners)

For Partners designated as Management Partners (Annex 3):

(a) **Payment Guarantee:** Partner guarantees timely payment of all Basic Fees and Additional Fees for Customers managed by Partner, regardless of whether Customer pays Partner.

(b) **Payment Terms:**
- Partner pays Ask Eve AI based on actual Platform usage per Exhibit A
- Invoices issued monthly based on usage in previous month
- Payment due within thirty (30) days of invoice date
- Late payments subject to interest and service suspension (Article 9.4)

(c) **Customer Payment Defaults:** If a Customer fails to pay Partner:
- Partner remains liable to Ask Eve AI for all Platform fees
- Partner may request service suspension for the non-paying Customer
- Ask Eve AI will consider suspension requests in good faith
- Partner must demonstrate efforts to collect from Customer (demand letters, etc.)

(d) **Billing Transparency:** Ask Eve AI shall provide Partner with:
- Detailed monthly usage reports per Customer
- Breakdown of Basic Fees and Additional Fees
- Usage metrics (embeddings, storage, interactions)
- Historical usage trends and projections

## 8.4 Customer Information Accuracy

(a) **Update Obligations:** Partner must notify Ask Eve AI within ten (10) business days of:
- Changes to Customer legal name or structure
- Changes to billing address or VAT number
- Changes to primary contact information
- Material changes to usage patterns or requirements
- Customer insolvency or financial distress
- Customer requests to terminate or downgrade services

(b) **Data Quality:** Partner warrants that all Customer information provided to Ask Eve AI is:
- Accurate and complete to the best of Partner's knowledge
- Current and up-to-date
- Obtained lawfully and with appropriate consents
- Maintained in accordance with GDPR requirements

## 8.5 Support Structure and Escalation

(a) **First-Line Support (Partner):**
- Answer basic Customer questions about Partner Services
- Provide user training and guidance
- Troubleshoot common issues
- Resolve configuration and usage questions
- Expected response time: Per Partner's own SLA with Customer

(b) **Second-Line Support (Partner):**
- Investigate complex issues reported by Customers
- Reproduce and document issues
- Review Specialist configurations and Catalog content
- Attempt resolution before escalating to Ask Eve AI
- Expected resolution time: Per Partner's own SLA with Customer

(c) **Third-Line Support (Ask Eve AI):**
- Platform infrastructure issues
- System bugs and defects
- API and integration problems
- Security and compliance issues
- Expected response time: Per Ask Eve AI's standard SLA

(d) **Escalation Process:**
- Partner submits support tickets through designated channels
- Partner provides detailed issue description, reproduction steps, and logs
- Ask Eve AI acknowledges and prioritizes tickets
- Ask Eve AI provides updates and resolution timeline
- Partner communicates status to affected Customers

---

# ARTICLE 9: PRICING, FEES, AND PAYMENT

## 9.1 Partner Pricing Model

(a) **Customer Pricing:** Partner is free to set its own pricing to Customers, including:
- Markups over Ask Eve AI's platform costs
- Value-added service fees
- Bundled offerings combining Platform access with Partner services
- Custom pricing for enterprise Customers

(b) **Platform Fees:** Partner pays Ask Eve AI for Platform usage according to Exhibit A:
- Basic Fees: Monthly subscription per Customer Tenant
- Additional Fees: Overage charges for usage exceeding included limits
- Pricing based on Customer's usage tier (Small, Large, Enterprise)

(c) **Revenue Share Models:** Where applicable per Annexes or Addenda:
- Specific revenue share percentages
- Calculation methodologies
- Payment schedules and terms
- Adjustments and true-ups

## 9.2 Invoicing and Payment Terms

(a) **Invoicing Cycle:**
- Ask Eve AI issues invoices monthly for the preceding month's usage
- Invoices sent within five (5) business days of month end
- Invoices include detailed usage breakdown per Customer
- Invoices sent via email to Partner's designated billing contact

(b) **Payment Deadline:**
- Payment due thirty (30) days from invoice date
- Payment by wire transfer to Ask Eve AI's designated account
- Partner bears all bank fees and transfer charges
- Payments applied to oldest outstanding invoices first

(c) **Currency and Taxes:**
- All prices and payments in Euro (EUR)
- Prices exclude VAT unless otherwise stated
- Partner responsible for all applicable taxes except Ask Eve AI's corporate income tax
- VAT charged at applicable Belgian/EU rates

(d) **Invoice Disputes:**
- Partner must notify Ask Eve AI of disputed amounts within fifteen (15) days of invoice date
- Notification via email to finance@Ask Eve AI.com
- Must specify nature and extent of dispute with supporting documentation
- Undisputed amounts remain due and payable
- Parties to negotiate disputed amounts in good faith

## 9.3 Partner Invoicing to Ask Eve AI

Where applicable under revenue share or other compensation models:

(a) **Partner Invoice Requirements:**
- Partner invoices Ask Eve AI monthly (or per agreed schedule)
- Invoices must reference this Partnership Agreement
- Invoices must reference specific Customer contracts or revenue sources
- Invoices must include VAT where applicable
- Invoices sent to finance@Ask Eve AI.com

(b) **Supporting Documentation:**
- Partner provides usage reports or revenue documentation
- Ask Eve AI may request verification of underlying Customer payments
- Partner maintains records for audit purposes (7 years per Belgian law)

(c) **Payment by Ask Eve AI:**
- Payment within thirty (30) days of receiving compliant invoice
- Subject to Ask Eve AI's receipt of underlying Customer payments (where applicable)
- Payment via wire transfer to Partner's designated account

## 9.4 Late Payment and Service Suspension

(a) **Late Payment Interest:**
- Late payments subject to interest per Belgian Law of 2 August 2002
- Interest calculated at legal rate determined by Belgian government
- Does not exclude Partner's liability for damages

(b) **Service Suspension for Non-Payment:**
- If Basic Fees not paid when due: Ask Eve AI may immediately suspend Platform access
- If Additional Fees unpaid 30+ days: Ask Eve AI may suspend Platform access
- Suspension notice sent via email before suspension (except emergency situations)
- Affected Customers lose Platform access during suspension

(c) **Reactivation After Suspension:**
- Partner must pay all outstanding amounts plus accrued interest
- Ask Eve AI reactivates service within two (2) business days of confirmed payment
- No pro-rata refunds for suspension period
- Suspension time counts toward billing period

(d) **Collection Costs:**
- Partner liable for Ask Eve AI's reasonable collection costs
- Includes legal fees, Belgian bailiff (deurwaarder/huissier de justice) fees
- Includes costs of formal collection proceedings

## 9.5 Price Changes

(a) **Notice Period:**
- Ask Eve AI may change Exhibit A pricing with thirty (30) days' written notice
- Notice sent via email to Partner's primary contact
- Changes effective at start of next billing period after notice

(b) **Reasons for Changes:**
- Changes to product offerings and features
- Changes in Ask Eve AI's costs from Sub-Processors
- Changes in business operations or economic environment
- Security, legal, or regulatory requirements
- Currency fluctuations or inflation adjustments

(c) **Existing Customer Protection:**
- Price changes apply to new Customers immediately after effective date
- For existing Customers: Ask Eve AI honors old pricing for ninety (90) days
- Gives Partner time to renegotiate Customer contracts or absorb increases

(d) **Partner's Termination Right:**
- If price increases exceed 15% for any tier, Partner may terminate this Agreement
- Termination notice must be given within thirty (30) days of price change notice
- Termination effective end of current billing period
- Partner remains liable for fees accrued before termination

## 9.6 Taxes and Withholding

(a) **Partner Tax Responsibilities:**
- Partner responsible for all taxes except Ask Eve AI's corporate income tax
- Includes VAT, sales tax, use tax, excise tax
- Includes customs duties, import/export fees
- Partner must provide valid VAT number for intra-EU transactions

(b) **Withholding Taxes:**
- If Partner required to withhold taxes on payments to Ask Eve AI:
- Partner shall gross-up payments so Ask Eve AI receives full amount
- Partner provides official tax receipts documenting withholding
- Partner files necessary forms with tax authorities
- Example: If Ask Eve AI invoice = €1,000 and 10% withholding required, Partner pays €1,111.11 (€1,000 to Ask Eve AI + €111.11 withheld and remitted to authorities)

(c) **Tax Documentation:**
- Parties exchange VAT numbers and tax registration information
- Parties provide tax residency certificates if requested
- Parties cooperate in completing tax forms for treaty benefits

---

# ARTICLE 10: WARRANTIES AND DISCLAIMERS

## 10.1 Mutual Warranties

Each Party represents and warrants to the other that:

(a) **Authority:** It is duly organized, validly existing, and in good standing under the laws of its jurisdiction of formation.

(b) **Power:** It has full corporate power and authority to enter into this Agreement and perform its obligations.

(c) **Authorization:** The execution and performance of this Agreement has been duly authorized by all necessary corporate action.

(d) **Enforceability:** This Agreement constitutes a legal, valid, and binding obligation enforceable against it in accordance with its terms.

(e) **No Conflicts:** Entering into and performing this Agreement does not:
- Violate any law, regulation, or court order applicable to it
- Conflict with its organizational documents
- Breach any agreement to which it is a party

(f) **Good Faith:** It shall act in good faith at all times and not bring the other Party into disrepute.

## 10.2 AI Output and Platform Disclaimers

Partner acknowledges, understands, and agrees that:

(a) **AI Limitations:**
- Artificial intelligence and machine learning are rapidly evolving fields
- AI outputs are probabilistic and may not always be accurate
- The Platform uses general-purpose AI models not customized for specific domains
- Outputs may be incomplete, incorrect, or offensive in some situations

(b) **No Sole Reliance:**
- Outputs should not be relied upon as the sole source of truth or factual information
- Outputs are not a substitute for professional advice (legal, medical, financial, etc.)
- Partner must evaluate all outputs for accuracy and appropriateness
- Human review is required before using outputs in critical applications

(c) **No Automated Decisions on Individuals:**
- Outputs must not be used for automated decisions with legal or material impact on individuals
- Examples: credit decisions, employment decisions, insurance eligibility, medical diagnoses
- Human intervention and oversight required for such decisions

(d) **No Endorsements:**
- If outputs reference third-party products or services, this does not mean the third party endorses or is affiliated with Ask Eve AI
- Outputs may not reflect current Ask Eve AI views or positions

(e) **Customer Responsibility:**
- Partner is responsible for educating Customers about AI limitations
- Partner must implement appropriate disclaimers in Customer-facing materials
- Partner must set appropriate Customer expectations

## 10.3 Platform "As Is" Provisions

TO THE FULLEST EXTENT PERMITTED BY LAW:

(a) **No Performance Warranties:**
- The Platform is provided "AS IS" and "AS AVAILABLE"
- Ask Eve AI does not warrant that the Platform will:
  - Meet Partner's or Customer's specific requirements
  - Operate uninterrupted or error-free
  - Be secure or free from viruses or harmful code
  - Produce particular results or outcomes
  - Be compatible with all systems or software

(b) **Disclaimer of Implied Warranties:**
- Ask Eve AI disclaims all implied warranties, including:
  - Warranties of merchantability
  - Warranties of fitness for a particular purpose
  - Warranties of non-infringement
  - Warranties arising from course of dealing or usage of trade

(c) **No Content Warranties:**
- Ask Eve AI makes no warranties about:
  - Partner-provided content (Catalogs, Specialist configurations)
  - Customer-provided data or inputs
  - Third-party content accessible through the Platform
  - Accuracy, completeness, or reliability of any content

(d) **No Guarantees:**
- Ask Eve AI does not guarantee:
  - Specific uptime or availability percentages
  - Response times for support requests
  - Resolution of all issues or bugs
  - Compatibility with future technologies

(e) **Partner's Responsibility:**
- Partner is solely responsible for:
  - Evaluating the Platform's suitability for its purposes
  - Testing Partner Services before offering to Customers
  - Backing up Partner data and configurations
  - Implementing disaster recovery plans
  - Compliance with legal and regulatory requirements

## 10.4 Scheduled Maintenance

(a) **Maintenance Windows:**
- Ask Eve AI may perform scheduled maintenance between 22:00 and 05:00 CET
- No prior notice required for maintenance within these windows
- Ask Eve AI will use commercially reasonable efforts to minimize disruption

(b) **Outside Maintenance Windows:**
- Scheduled maintenance outside standard windows requires seven (7) days' notice
- Notice provided via email and/or in-application notification
- Ask Eve AI will attempt to schedule during low-usage periods

(c) **Emergency Maintenance:**
- Ask Eve AI may perform emergency maintenance at any time without notice when necessary to:
  - Protect security, integrity, or availability of the Platform
  - Comply with legal or regulatory requirements
  - Address critical security vulnerabilities
  - Prevent data loss or corruption

(d) **No Liability for Maintenance:**
- Ask Eve AI is not liable for Service unavailability during maintenance
- Maintenance time is not credited against any uptime commitments
- Partner should plan Customer activities around maintenance windows

---

# ARTICLE 11: INDEMNIFICATION

## 11.1 Partner Indemnification of Ask Eve AI

Partner shall indemnify, defend, and hold Ask Eve AI, its Affiliates, and their respective officers, directors, employees, consultants, and agents harmless from and against any and all third-party claims, suits, actions, demands, investigations, damages, losses, liabilities, costs, and expenses (including reasonable legal fees and attorneys' fees) arising directly or indirectly out of:

(a) **GDPR and Data Protection Violations:**
- Partner's failure to comply with GDPR or other data protection laws (per Article 6.5)
- Partner's improper handling of Personal Data
- Partner's data breaches caused by Partner's security failures
- Claims by data subjects or supervisory authorities based on Partner's violations

(b) **Partner Content:**
- Inaccurate, misleading, or defective Partner content (per Article 7.4)
- Intellectual property infringement by Partner content
- Legal or regulatory violations in Partner content
- Customer or third-party reliance on Partner content

(c) **Breach of Agreement:**
- Partner's material breach of this Agreement
- Partner's violation of restrictions in Article 3 or Article 5.3
- Partner's failure to meet obligations in Articles 3, 6, or 8
- Partner's unauthorized use of Ask Eve AI intellectual property

(d) **Unauthorized Representations:**
- Unauthorized warranties or representations made by Partner to Customers
- Guarantees or promises beyond those in Ask Eve AI's Terms of Service
- Misleading statements about Platform capabilities or Ask Eve AI's commitments

(e) **Combination with Third-Party Products:**
- Claims arising from Partner's combination of the Platform with non-Ask Eve AI products or services not authorized by Ask Eve AI in writing
- Interoperability issues caused by Partner's integrations

(f) **Partner Operations:**
- Conduct of Partner's business operations under this Agreement
- Partner's relationships with its own customers, employees, or subcontractors
- Partner's violation of applicable laws or regulations

## 11.2 Ask Eve AI Indemnification of Partner

### (a) IP Infringement Indemnification

Ask Eve AI shall indemnify, defend, and hold Partner harmless from and against claims that the Ask Eve AI Platform, when used in accordance with this Agreement, infringes any:
- Patent registered in the European Union
- Copyright registered in the European Union
- Trademark registered in Belgium or the European Union
- Misappropriation of trade secrets under Belgian or EU law

### (b) Conditions

Ask Eve AI's indemnification obligations are conditioned upon Partner:

(i) **Prompt Notice:** Notifying Ask Eve AI in writing within ten (10) business days of becoming aware of the claim

(ii) **Control:** Granting Ask Eve AI sole control over the defense and settlement of the claim

(iii) **No Admissions:** Making no admissions of liability and entering into no settlements without Ask Eve AI's prior written consent

(iv) **Cooperation:** Providing reasonable assistance in the defense at Ask Eve AI's expense

(v) **Mitigation:** Using commercially reasonable efforts to mitigate damages

### (c) Remedies

Upon a final determination or settlement that the Platform infringes, Ask Eve AI may, at its option:

(i) Procure the right for Partner to continue using the Platform

(ii) Replace or modify the Platform to make it non-infringing while maintaining substantially equivalent functionality

(iii) If neither (i) nor (ii) is commercially reasonable, terminate this Agreement and refund prepaid fees on a pro-rata basis

### (d) Exclusions

Ask Eve AI has no obligation to indemnify for claims based on:

(i) **Non-Compliant Use:** Use of the Platform not in accordance with this Agreement or the Terms of Service

(ii) **Combinations:** Use of the Platform in combination with non-Ask Eve AI products, equipment, software, or data, where infringement would not have occurred but for such combination

(iii) **Modifications:** Modifications to the Platform not made by Ask Eve AI or at its express direction

(iv) **Outdated Versions:** Continued use of outdated Platform versions after Ask Eve AI has provided an update to avoid infringement

(v) **Partner Content:** Any content, data, or configurations provided by Partner or Customers

(vi) **Third-Party Components:** Open-source software or third-party components included in the Platform

(vii) **Compliance with Specifications:** Ask Eve AI's compliance with Partner's or Customer's specifications or requirements

## 11.3 Indemnification Procedures

(a) **Notice:** The indemnified Party shall promptly notify the indemnifying Party in writing of any claim.

(b) **No Prejudice:** Failure to notify promptly shall not relieve the indemnifying Party of its obligations except to the extent the indemnifying Party can demonstrate material prejudice.

(c) **Control:** The indemnifying Party shall have sole control over the defense and settlement, subject to the indemnified Party's right to participate at its own expense.

(d) **Settlement Approval:** The indemnifying Party shall not settle any claim in a manner that:
- Admits fault or liability of the indemnified Party
- Imposes obligations on the indemnified Party
- Affects the indemnified Party's rights or business
...without the indemnified Party's prior written consent (not to be unreasonably withheld).

## 11.4 Sole Remedy

The indemnifications in this Article 11 constitute the indemnified Party's sole and exclusive remedy for the matters covered by such indemnifications, except where prohibited by applicable law.

---

# ARTICLE 12: LIMITATION OF LIABILITY

## 12.1 Exclusion of Consequential Damages

EXCEPT WITH RESPECT TO:
- (a) Infringement or misappropriation of either Party's Intellectual Property Rights
- (b) Breach of Article 13 (Confidentiality)
- (c) Each Party's indemnification obligations in Article 11
- (d) Partner's payment obligations
- (e) Partner's obligations under Sections 3.2, 3.3, 3.5 (Non-Solicitation and Non-Compete)
- (f) Partner's obligations under Article 5 (Intellectual Property restrictions)

IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR TO ANY THIRD PARTY FOR ANY:
- Consequential damages
- Indirect damages
- Special damages
- Incidental damages
- Exemplary or punitive damages
- Loss of goodwill or reputation
- Loss of profits or revenue
- Loss of anticipated savings
- Loss of business opportunity
- Loss or unavailability of data or equipment (except as covered by Ask Eve AI's backup obligations)
- Cost of procurement of substitute services or products

WHETHER FORESEEABLE OR UNFORESEEABLE, AND EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

This exclusion applies regardless of the legal theory on which the claim is based, including contract, tort (including negligence), strict liability, misrepresentation, or otherwise.

## 12.2 Liability Cap

Subject to Section 12.3 (Exceptions), each Party's aggregate liability arising out of or related to this Agreement, whether in contract, tort, or otherwise, shall not exceed:

**The total amount of Platform fees paid by Partner to Ask Eve AI (or payable by Ask Eve AI to Partner under revenue share arrangements) during the twelve (12) months immediately preceding the event giving rise to the liability.**

For clarity:
- This cap is calculated per Party (each Party has its own cap)
- "Platform fees" means Basic Fees and Additional Fees only; excludes professional services
- The cap resets for each separate and independent cause of action

## 12.3 Exceptions to Liability Limitations

The limitations in Sections 12.1 and 12.2 do NOT apply to:

(a) **Intellectual Property Infringement:** Claims for infringement or misappropriation of Intellectual Property Rights

(b) **Confidentiality Breaches:** Breaches of Article 13 (Confidentiality)

(c) **Indemnification Obligations:** Either Party's defense, indemnification, and hold harmless obligations under Article 11

(d) **Payment Obligations:** Partner's obligations to pay Platform fees, interest, and collection costs

(e) **Non-Compete and Non-Solicitation:** Partner's violations of Sections 3.4 and 3.5

(f) **IP Restrictions:** Partner's violations of Article 5.3 (Restrictions on Use)

(g) **Data Protection Violations:** Partner's GDPR indemnification obligations under Article 6.5

(h) **Fraud or Willful Misconduct:** Damages caused by fraud, willful misconduct, or gross negligence

(i) **Mandatory Legal Liability:** Liability that cannot be limited or excluded under mandatory Belgian or EU law, including:
- Death or personal injury caused by negligence
- Fraudulent misrepresentation
- Any other liability prohibited from limitation by law

## 12.4 Basis of the Bargain

Partner acknowledges and agrees that:

(a) The limitations of liability in this Article 12 are fundamental elements of the basis of the bargain between the Parties

(b) Ask Eve AI would not be able to provide the Platform on an economically reasonable basis without these limitations

(c) The pricing reflects these risk allocations

(d) Partner has had the opportunity to negotiate these terms and accepts them as reasonable

## 12.5 Mitigation

Each Party shall use commercially reasonable efforts to mitigate its own damages arising from any breach or other event giving rise to liability.

---

# ARTICLE 13: CONFIDENTIALITY

## 13.1 Definition of Confidential Information

"**Confidential Information**" means all information transmitted by either Party to the other pursuant to or in connection with this Agreement that:

(a) The disclosing Party identifies as being proprietary or confidential, whether by marking as "Confidential," through oral designation, or by other means; OR

(b) By the nature of the circumstances surrounding the disclosure, ought in good faith to be treated as proprietary or confidential

Confidential Information includes, without limitation:

**Ask Eve AI's Confidential Information:**
- Platform source code, algorithms, and architecture
- AI models, training methodologies, and prompts
- Product roadmaps and development plans
- Pricing strategies and business plans
- Financial information
- Security practices and vulnerabilities
- Pre-release features and functionality
- Customer lists and usage data (aggregated)
- This Agreement (terms and conditions)

**Partner's Confidential Information:**
- Customer lists and contact information
- Pricing to customers and business strategies
- Financial information and projections
- Proprietary methodologies and processes
- Customer data and usage patterns
- This Agreement (terms and conditions)

**Mutual Confidential Information:**
- Terms and conditions of this Agreement
- Communications between the Parties regarding business strategy
- Joint development plans and specifications
- Sensitive discussions and negotiations

## 13.2 Obligations of Confidentiality

The receiving Party shall:

(a) **Protect:** Protect the disclosing Party's Confidential Information using the same degree of care it uses to protect its own Confidential Information of similar nature, and in no event less than reasonable care

(b) **Not Disclose:** Not disclose the Confidential Information to any third party without the disclosing Party's prior written consent, except as permitted in Section 13.4

(c) **Not Use:** Not use the Confidential Information except as necessary to exercise its rights and perform its obligations under this Agreement

(d) **Limit Access:** Disclose Confidential Information only to employees, contractors, and advisors who:
- Have a legitimate need to know for purposes of this Agreement
- Are bound by confidentiality obligations at least as protective as those in this Agreement
- Have been informed of the confidential nature of the information

(e) **Return or Destroy:** Upon termination of this Agreement or earlier upon request, promptly return or destroy (at disclosing Party's option) all Confidential Information in tangible form, and certify such return or destruction in writing if requested

## 13.3 Exclusions from Confidential Information

Confidential Information shall not include information that the receiving Party can demonstrate:

(a) **Public Domain:** Was in or has entered the public domain through no breach of this Agreement by the receiving Party

(b) **Prior Possession:** Was rightfully in the receiving Party's possession without confidentiality restrictions before disclosure by the disclosing Party

(c) **Third-Party Disclosure:** Was rightfully received by the receiving Party from a third party without breach of any confidentiality obligation

(d) **Independent Development:** Was independently developed by the receiving Party without reference to or use of the disclosing Party's Confidential Information, as evidenced by written records

(e) **Approved Disclosure:** Was approved for disclosure by the disclosing Party in writing

## 13.4 Permitted Disclosures

The receiving Party may disclose Confidential Information:

(a) **To Legal and Financial Advisors:** To its lawyers, accountants, auditors, and other professional advisors who have a legitimate need to know and are bound by professional confidentiality obligations

(b) **To Prospects and Customers:** To Prospects and Customers to the extent necessary to market and deliver Partner Services, provided the receiving Party imposes confidentiality obligations substantially as protective as those in this Agreement

(c) **As Required by Law:** As required by applicable law, regulation, court order, or governmental authority, provided the receiving Party:
- Gives the disclosing Party prompt written notice (unless prohibited by law)
- Cooperates with the disclosing Party's efforts to seek protective orders
- Discloses only the minimum information required
- Requests confidential treatment of the disclosed information

(d) **To Affiliates:** To Affiliates who have a legitimate business need and are bound by confidentiality obligations at least as protective as those in this Agreement

(e) **In Connection with Acquisition:** To potential acquirers, investors, or other parties in connection with due diligence for a merger, acquisition, or financing, provided such parties execute appropriate non-disclosure agreements before receiving Confidential Information

## 13.5 Remedies for Breach

(a) **Irreparable Harm:** The Parties acknowledge that breach of this Article 13 may cause irreparable harm for which monetary damages are an inadequate remedy

(b) **Equitable Relief:** In addition to any other remedies available at law or in equity, the non-breaching Party shall be entitled to seek injunctive relief to prevent breaches and to compel specific performance

(c) **No Bond:** The Parties agree that no bond or other security shall be required in connection with such equitable relief

## 13.6 Survival

The obligations in this Article 13 shall survive termination of this Agreement for a period of five (5) years, except that:

(a) Trade secrets shall remain confidential for so long as they qualify as trade secrets under applicable law

(b) Source code and technical specifications shall remain confidential indefinitely

---

# ARTICLE 14: TERM AND TERMINATION

## 14.1 Initial Term and Renewal

(a) **Initial Term:** This Agreement commences on the Effective Date and continues for an initial term of twelve (12) months (the "**Initial Term**").

(b) **Automatic Renewal:** Unless terminated pursuant to this Article 14, this Agreement shall automatically renew for successive twelve (12) month periods (each a "**Renewal Term**"). The Initial Term and all Renewal Terms are collectively the "**Term**."

(c) **Termination Upon Renewal:** Either Party may prevent automatic renewal by providing written notice to the other Party at least three (3) months before the end of the then-current term.

(d) **Effect of Non-Renewal:** If either Party provides timely non-renewal notice:
- The Agreement terminates at the end of the current term
- No termination fees or penalties apply
- Provisions of Section 14.5 (Effect of Termination) apply

## 14.2 Termination for Convenience

Either Party may terminate this Agreement for convenience (without cause) by providing the other Party with three (3) months' written notice, provided that:

(a) **During Initial Term:** Termination for convenience is not permitted during the first six (6) months of the Initial Term

(b) **Financial Obligations:** The terminating Party remains liable for all fees and obligations accrued before the effective termination date

(c) **No Refunds:** Partner is not entitled to refunds of prepaid fees unless otherwise expressly agreed

(d) **Customer Commitments:** Partner remains responsible for fulfilling commitments to Customers or facilitating Customer transition per Article 15

## 14.3 Termination for Breach

Either Party may terminate this Agreement immediately upon written notice if the other Party:

(a) **Material Breach:** Commits a material breach of this Agreement and fails to cure such breach within thirty (30) days of receiving written notice specifying the breach; OR

(b) **Payment Default:** (For Partner) Fails to pay any fees within fifteen (15) days of receiving written notice of late payment; OR

(c) **Insolvency:** Becomes insolvent, files (or has filed against it) a petition in bankruptcy, makes an assignment for the benefit of creditors, or ceases business operations; OR

(d) **Legal Violation:** Engages in conduct that violates applicable laws or regulations and fails to cease such conduct within ten (10) days of notice; OR

(e) **Repeated Breaches:** Commits three (3) or more breaches of the same or similar provisions within any twelve (12) month period, regardless of whether such breaches were cured

**Material breaches include, without limitation:**
- Partner's violation of Section 3.5 (Non-Compete)
- Partner's violation of Article 5.3 (IP Restrictions)
- Partner's violation of Article 6 (GDPR Compliance)
- Partner's violation of Article 13 (Confidentiality)
- Partner's unauthorized use or disclosure of Ask Eve AI Confidential Information
- Partner's representation that it has rights or authority it does not possess

## 14.4 Termination for Performance

Ask Eve AI may terminate this Agreement upon sixty (60) days' written notice if:

(a) **Inactivity (Knowledge Partners):** Partner has not updated Catalogs or generated Customer usage for six (6) consecutive months

(b) **Inactivity (Expert Partners):** Partner has no active Customers using Partner-developed Specialists for six (6) consecutive months

(c) **Inactivity (Management Partners):** Partner has no active Customers under management for six (6) consecutive months

(d) **Customer Satisfaction:** Partner receives consistent negative Customer feedback that materially affects Ask Eve AI's reputation, and fails to implement adequate corrective measures within sixty (60) days of notice

(e) **Security Failures:** Partner fails to maintain required security standards specified in Section 3.2 and fails to remediate within thirty (30) days of notice

(f) **Payment Default Rate:** (Management Partners) Partner's Customer payment default rate exceeds twenty percent (20%) for three (3) consecutive months

**Partner's Remedy Rights:**
- During the sixty (60) day notice period, Partner may remedy the performance issue
- If Partner demonstrates satisfactory remediation, Ask Eve AI shall withdraw the termination notice
- Partner must provide evidence of remediation (usage reports, customer feedback, security attestations, etc.)

## 14.5 Effect of Termination

Upon termination or expiration of this Agreement:

### (a) Immediate Effects

(i) **Access Termination:**
- Partner's access to the Platform terminates immediately (or on the specified termination date)
- Partner shall cease offering Partner Services to new Customers
- Partner shall cease using Ask Eve AI trademarks and marketing materials

(ii) **Payment Obligations:**
- All unpaid fees and charges become immediately due and payable
- Partner remains liable for all fees accrued before termination
- No refunds of prepaid fees unless termination was due to Ask Eve AI's material breach

(iii) **Customer Transition:**
- Provisions of Article 15 (Customer Transition) apply
- Partner shall cooperate in facilitating smooth Customer transition
- Existing Customer contracts may continue per Article 15

### (b) Return of Materials

Within thirty (30) days of termination:
- Each Party shall return or destroy the other Party's Confidential Information
- Partner shall return or delete all Ask Eve AI marketing materials, documentation, and trademarks
- Partner shall provide written certification of deletion/destruction if requested

### (c) Data Handling

(i) **Customer Data:**
- Customer Tenant data remains available for ninety (90) days post-termination
- Customers may export their data during this period
- After ninety (90) days, Customer data is deleted per DPA Section 8.2
- Financial and billing records retained per Belgian law (7 years)

(ii) **Partner Data:**
- Partner-created Catalogs and Specialist configurations handled per applicable Annexes and Addenda
- IP ownership determined by specific Annex provisions
- Platform usage data and analytics retained by Ask Eve AI indefinitely

### (d) No Further Obligations

Except as expressly stated in this Agreement:
- Neither Party has further obligations to the other after termination
- Each Party released from future performance obligations
- Accrued rights and obligations remain enforceable

## 14.6 Survival

The following provisions survive termination or expiration of this Agreement:

- Article 1 (Definitions) - as needed to interpret surviving provisions
- Section 3.4 (Non-Solicitation) - for 12 months post-termination
- Section 3.5(b) and (c) (Post-Term Non-Compete) - for stated periods
- Article 5.1 (Ask Eve AI IP) - indefinitely
- Article 5.2 (Partner Content IP) - per Annex provisions
- Section 6.5 (Partner GDPR Indemnification) - indefinitely for claims arising during Term
- Article 7 (Partner Content Liability) - indefinitely for claims arising during Term
- Section 9.2 (Payment obligations for accrued fees) - until paid
- Article 11 (Indemnification) - indefinitely for claims arising during Term
- Article 12 (Limitation of Liability) - indefinitely
- Article 13 (Confidentiality) - for 5 years (or longer per Section 13.6)
- Article 14.5 and 14.6 (Effect of Termination and Survival) - indefinitely
- Article 15 (Customer Transition) - as applicable
- Article 16 (General Provisions) - as applicable

---

# ARTICLE 15: CUSTOMER TRANSITION UPON PARTNERSHIP TERMINATION

## 15.1 Customer Rights Upon Termination

When this Agreement terminates for any reason, Customers shall have the following options:

(a) **Continue Directly with Ask Eve AI:**
- Customers may elect to continue Platform services directly with Ask Eve AI
- Customers enter into direct contractual relationship with Ask Eve AI
- Pricing according to Ask Eve AI's then-current standard rates
- Access to full Platform functionality and features

(b) **Terminate Service:**
- Customers may terminate Platform services
- Customer data available for export for ninety (90) days per Section 14.5(c)
- No penalties or termination fees from Ask Eve AI

(c) **Migrate to Another Partner:**
- If available, Customers may migrate to another Partner in the same Domain
- Subject to mutual agreement between Customer and new Partner
- Ask Eve AI facilitates technical migration as reasonably requested

## 15.2 Customer Access to Platform Features

Upon transition to direct Ask Eve AI relationship, Customers may:

(a) **Full Platform Access:**
- Access all Platform features and functionality
- Create and configure their own Specialists
- Access Catalogs from other Knowledge Partners (subject to those Partners' terms)

(b) **Partner-Specific Content:**

**Knowledge Partner Catalogs:**
- If Knowledge Partner maintains Catalog availability post-termination, Customers retain access
- If Knowledge Partner withdraws Catalog, Customers lose access (but may transition to alternative Catalogs)

**Expert Partner Specialists:**

- **Pre-IP Transfer:** Ask Eve AI determines whether Specialists remain available to Customers. Generally:
  - Ask Eve AI may continue offering Specialists to existing Customers (revenue share to Partner continues per Section 15.3)
  - Ask Eve AI may discontinue Specialists if maintenance burden is excessive
  
- **Post-IP Transfer:** Partner (IP owner) determines whether Specialists remain available:
  - If Partner permits continued use, Customers retain access (licensing terms to be negotiated)
  - If Partner withdraws Specialists, Customers lose access but may seek alternative solutions

## 15.3 Revenue Share During Transition

For Customers who transition to direct Ask Eve AI relationships:

### (a) Management Partners

**Transition Revenue Share:**
- **Months 1-6 post-transition:** Partner receives 50% of previous revenue share percentage
- **Months 7-12 post-transition:** Partner receives 25% of previous revenue share percentage
- **Month 13+:** No revenue share

**Calculation Example:**
- If Partner's revenue share was 30% of Customer fees pre-termination:
- Months 1-6: Partner receives 15% (50% of 30%)
- Months 7-12: Partner receives 7.5% (25% of 30%)
- Month 13+: Partner receives 0%

**Conditions:**
- Revenue share continues only if Customer continues Platform services
- If Customer churns, revenue share ceases immediately
- Partner must issue proper invoices per Section 9.3

### (b) Knowledge Partners

**Catalog Usage:**
- If Partner maintains Catalog availability: Revenue share continues at contracted rates
- If Partner withdraws Catalog: No revenue share

**Negotiated Terms:**
- Parties may negotiate different terms for Catalog licensing post-termination
- Long-term Catalog maintenance may warrant ongoing compensation

### (c) Expert Partners

**Pre-IP Transfer:**
- If Ask Eve AI continues offering Specialists to Customers: Revenue share per original Addendum terms continues
- Continues until IP transfer milestone reached, then transitions to post-IP transfer model

**Post-IP Transfer:**
- If Partner (IP owner) permits continued Specialist use: Licensing terms negotiated separately
- May include per-use fees, subscription fees, or one-time licensing payments
- No automatic revenue share; requires new agreement

## 15.4 Transition Process and Cooperation

### (a) Notice to Customers (30 Days Before Termination)

Ask Eve AI shall notify affected Customers of:
- Partnership termination and effective date
- Customer options per Section 15.1
- Pricing for direct Ask Eve AI relationship
- Process for continuing service or exporting data
- Timeline and next steps

### (b) Partner Cooperation Requirements

Partner shall:

(i) **Facilitate Smooth Transition:**
- Respond to Customer questions about transition
- Not interfere with Customer decisions
- Not disparage Ask Eve AI or encourage Customers to churn
- Provide necessary documentation and information

(ii) **Complete Ongoing Work:**
- Fulfill existing support commitments
- Complete in-progress projects or implementations
- Transfer knowledge to Ask Eve AI or Customers as needed

(iii) **Data and Configuration Transfer:**
- Provide Customer data exports if requested
- Document Customer-specific configurations
- Provide access to Partner-maintained documentation

(iv) **Financial Settlement:**
- Issue final invoices for services rendered
- Pay all outstanding Platform fees to Ask Eve AI
- Settle any disputed amounts in good faith

### (c) Ask Eve AI Support During Transition

Ask Eve AI shall:
- Provide technical assistance for Customer transitions
- Maintain Platform availability and stability during transition
- Honor existing Customer data and configurations
- Provide documentation and training materials to transitioning Customers

## 15.5 Customer Opt-Out During Term

Nothing in this Agreement prevents Customers from independently:

(a) **Discovering Ask Eve AI:**
- Finding Ask Eve AI through their own research or marketing channels
- Subscribing directly to Ask Eve AI if they choose
- Using Platform features beyond those provided by Partner

(b) **Terminating Partner Relationship:**
- Ending their relationship with Partner to work directly with Ask Eve AI
- Partner not entitled to compensation for Customer self-migration
- Customer transition provisions of this Article 15 do not apply (not triggered by Agreement termination)

(c) **Using Multiple Partners:**
- Accessing Specialists and Catalogs from Partners in different Domains
- Maintaining relationships with multiple Partners simultaneously
- Combining Partner Services with direct Ask Eve AI features

**Clarification:** Sections 15.1-15.4 apply only when the **Partnership Agreement terminates**. Customer-initiated changes during the Partnership Term are governed by the relationship between Customer, Partner, and Ask Eve AI as it exists at that time.

---

# ARTICLE 16: GENERAL PROVISIONS

## 16.1 Assignment

(a) **Partner Assignment:**
- Partner may not assign, transfer, or delegate any rights or obligations under this Agreement without Ask Eve AI's prior written consent
- Consent not required for assignment to an Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of Partner's assets, provided the assignee assumes all obligations
- Any attempted assignment in violation of this section is void

(b) **Ask Eve AI Assignment:**
- Ask Eve AI may assign this Agreement or any rights hereunder without Partner's consent

(c) **Binding on Successors:**
- Subject to the foregoing restrictions, this Agreement binds and benefits the Parties' successors and permitted assigns

## 16.2 Dispute Resolution

(a) **Informal Negotiation (Mandatory First Step):**
- Before initiating formal legal proceedings, the Parties agree to attempt to resolve disputes through good faith negotiations
- Either Party may initiate negotiations by sending written notice describing the dispute
- Senior representatives of both Parties shall meet (in person or virtually) within thirty (30) days
- Parties shall negotiate in good faith for thirty (30) days

(b) **Formal Proceedings:**
- If informal negotiations fail, either Party may pursue formal legal proceedings
- Proceedings may include Belgian bailiff (deurwaarder/huissier de justice) or court action
- Each Party bears its own costs unless court awards costs to prevailing party

(c) **Equitable Relief:**
- Notwithstanding the above, either Party may seek immediate injunctive or other equitable relief for:
  - Breaches of confidentiality
  - Intellectual property infringement
  - Violations of non-compete or non-solicitation provisions
  - Other situations where irreparable harm may occur

## 16.3 Governing Law and Jurisdiction

(a) **Governing Law:**
- This Agreement is governed exclusively by Belgian law
- Without regard to conflict of laws principles
- Excluding the United Nations Convention on Contracts for the International Sale of Goods

(b) **Exclusive Jurisdiction:**
- Any litigation relating to this Agreement shall be submitted to the exclusive jurisdiction of the courts of Ghent (Gent), Belgium
- Both Parties irrevocably submit to such jurisdiction
- Both Parties waive any objections to venue or forum non conveniens

(c) **Language:**
- All proceedings shall be conducted in English or Dutch as determined by the court

## 16.4 Severability

(a) If any provision of this Agreement is held invalid, illegal, or unenforceable:
- The invalidity does not affect other provisions of the Agreement
- The Agreement shall be construed as if the invalid provision were not included
- The invalid provision shall be reformed to the maximum extent enforceable

(b) If any provision is held unenforceable due to breadth or scope:
- The provision shall be interpreted to be only so broad as is enforceable
- Courts may modify the provision to make it enforceable

## 16.5 Force Majeure

(a) **Excuse from Performance:**
- Neither Party liable for inadequate performance caused by conditions beyond reasonable control, including:
  - Natural disasters (earthquakes, floods, fires, storms)
  - Acts of war, terrorism, or civil unrest
  - Riots or labor disputes not involving the Party's own employees
  - Governmental actions, laws, or regulations
  - Internet or telecommunications failures beyond the Party's network
  - Epidemics or pandemics
  - Failure of third-party infrastructure providers (Sub-Processors)

(b) **Exceptions:**
- Force majeure does not excuse payment obligations already due
- Does not excuse breaches that occurred before the force majeure event

(c) **Notice and Mitigation:**
- Party affected shall promptly notify the other Party
- Notification must include expected duration of the event
- Affected Party shall use commercially reasonable efforts to mitigate impact and resume performance

(d) **Extended Force Majeure:**
- If force majeure continues for more than ninety (90) days:
  - Either Party may terminate this Agreement upon written notice
  - No termination fees or penalties apply
  - Parties settle accrued obligations on a pro-rata basis

## 16.6 Entire Agreement and Amendments

(a) **Entire Agreement:**
- This Agreement (including all Annexes, Addenda, and Exhibits) constitutes the entire agreement between the Parties
- Supersedes all prior or contemporaneous agreements, understandings, negotiations, and communications (written or oral)
- No representations, warranties, or agreements exist except as expressly stated herein

(b) **Order of Precedence:**
In the event of conflict between documents, the following order applies:
1. Addenda (partner-specific terms)
2. Annexes (partner-type specific terms)
3. Main Agreement
4. Exhibits (incorporated documents)

(c) **Amendments:**
- This Agreement may only be amended by written instrument signed by authorized representatives of both Parties
- Email exchanges do not constitute amendments unless explicitly stated and confirmed
- Course of dealing or performance does not amend this Agreement

(d) **Addenda Execution:**
- New Addenda may be added during the Term by mutual written agreement
- Addenda must reference this Agreement and be signed by both Parties
- Addenda automatically incorporate all terms of this Agreement unless explicitly stated otherwise

## 16.7 Notices

(a) **Form and Delivery:**
All notices under this Agreement must be in writing and delivered by:
- Personal delivery (effective upon delivery)
- Email to designated address (effective upon confirmation of receipt)
- Registered mail with return receipt (effective three (3) business days after mailing)

(b) **Notice Addresses:**

**To Ask Eve AI:**
- Email: legal@Ask Eve AI.com
- Physical: Toekomststraat 62, 9800 Deinze, Belgium
- Attention: Legal Department

**To Partner:**
- As specified in the signature block or as updated by written notice

(c) **Change of Address:**
- Either Party may change its notice address by providing written notice to the other Party
- Changes effective five (5) business days after notice received

## 16.8 Independent Contractors

(a) The Parties are independent contractors and nothing in this Agreement creates:
- A partnership or joint venture
- An employment relationship
- An agency relationship
- A franchise relationship
- Any fiduciary duties between the Parties

(b) Neither Party has authority to:
- Bind the other Party to any obligation
- Make representations on behalf of the other Party
- Incur liabilities in the other Party's name

(c) Each Party responsible for:
- Its own employees, contractors, and taxes
- Its own insurance and benefits
- Compliance with employment and tax laws

## 16.9 Waiver

(a) **No Implied Waiver:**
- Failure or delay in exercising any right does not waive that right
- Single or partial exercise does not preclude further exercise
- Waiver of one breach does not waive subsequent breaches

(b) **Written Waiver Required:**
- Waivers must be in writing and signed by authorized representative
- Waivers effective only for specific instance stated
- Do not constitute ongoing waivers

## 16.10 Counterparts and Electronic Signatures

(a) **Counterparts:**
- This Agreement may be executed in counterparts
- Each counterpart constitutes an original
- All counterparts together constitute one agreement

(b) **Electronic Signatures:**
- Electronic signatures are valid and binding
- Includes digital signatures, scanned signatures, and qualified electronic signatures under eIDAS Regulation
- Email PDF with signature has same effect as original

## 16.11 Language

(a) This Agreement is executed in English

(b) If translated into other languages:
- English version is the official version
- In case of discrepancies, English version prevails
- Translations provided for convenience only

## 16.12 Interpretation

(a) **Headings:** Section and article headings are for convenience only and do not affect interpretation

(b) **Singular/Plural:** Words in singular include plural and vice versa as context requires

(c) **Gender:** Masculine includes feminine and neuter

(d) **Including:** "Including" means "including without limitation"

(e) **Business Days:** "Days" means calendar days unless specified as "business days" (Monday-Friday, excluding Belgian public holidays)

(f) **References:** References to "Articles," "Sections," "Annexes," etc. are to provisions of this Agreement unless otherwise stated

## 16.13 Third-Party Beneficiaries

This Agreement is solely for the benefit of the Parties and does not confer any rights upon any third parties, including Customers, except:

(a) Customers have rights under Article 15 (Customer Transition) upon Partnership termination

(b) Affiliates covered by indemnification provisions have enforcement rights

(c) No other third parties may enforce any provision of this Agreement

## 16.14 Publicity and Announcements

(a) **Mutual Consent Required:**
- Neither Party may issue press releases or public announcements about this Agreement without the other Party's prior written consent
- Consent not to be unreasonably withheld

(b) **Permitted Disclosures:**
- Partner may identify itself as an Ask Eve AI partner
- Partner may use approved marketing materials and trademarks per Article 5.4
- Either Party may disclose existence of partnership (but not specific terms) in normal business communications
- Disclosures required by law or regulatory authority permitted (with notice per Section 13.4(c))

(c) **Customer References:**
- Partner may reference Customers as users of Partner Services (subject to Customer consent)
- Partner shall obtain Customer consent before using Customer name, logo, or testimonials
- Ask Eve AI may reference Partner as a partner but not disclose Partner's Customers without consent

---

# EXHIBITS

The following Exhibits are incorporated into and form part of this Agreement:

## Exhibit A: Pricing and Fees
[Attached separately - Standard platform pricing schedule applicable to all partners]

## Exhibit B: Data Protection Agreement (DPA)
[Reference to Ask Eve AI's standard DPA v2.0 or current version]

## Exhibit C: Security Requirements
[Reference to security standards outlined in Article 3.2 and Ask Eve AI's published security documentation]

## Exhibit D: Terms of Service
[Reference to Ask Eve AI's standard Terms of Service v1.0 or current version]

---

# ANNEXES

The following Annexes contain partner-type specific terms. Only Annexes checked in Article 2.1 apply to Partner.

## Annex 1: Knowledge Partner Terms
[To be completed based on whether Partner is a Knowledge Partner]

## Annex 2: Expert Partner Terms
[To be completed based on whether Partner is an Expert Partner]

## Annex 3: Management Partner Terms
[To be completed based on whether Partner is a Management Partner]

---

# ADDENDA

Partner-specific commercial terms, IP transfer arrangements, revenue thresholds, and custom provisions will be documented in separately executed Addenda that reference this Agreement.

Addenda shall be numbered sequentially (Addendum 1, Addendum 2, etc.) and each Addendum shall:
- Reference this Partnership Agreement
- Specify the effective date
- Identify the specific products, Specialists, or arrangements covered
- Be signed by authorized representatives of both Parties

---

# SIGNATURE PAGE

**Partnership Agreement between Ask Eve AI and [Partner Name]**

The Parties acknowledge having read and understood this Agreement, including all Annexes, Addenda, and Exhibits, and agree to be bound by the terms and conditions herein.

**Ask Eve AI (Flow IT BV)**

Signature: \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

Name: Pieter Laroy

Title: Managing Director

Date: \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

---

**PARTNER: [Partner Legal Name]**

Signature: \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

Name: \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

Title: \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

Date: \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

---

**Executed Documents:**
- ☐ Main Partnership Agreement
- ☐ Annex 1: Knowledge Partner Terms (if applicable)
- ☐ Annex 2: Expert Partner Terms (if applicable)  
- ☐ Annex 3: Management Partner Terms (if applicable)
- ☐ Addendum [Number]: [Description] (if applicable)
- ☐ Exhibit A: Pricing and Fees
- ☐ Exhibit B: Data Protection Agreement (Reference)
- ☐ Exhibit C: Security Requirements (Reference)
- ☐ Exhibit D: Terms of Service (Reference)

---

## DOCUMENT CONTROL

**Document Title:** Ask Eve AI Partnership Agreement  
**Version:** 1.0  
**Date:** [Effective Date]  
**Status:** Template for Execution  
**Author:** Ask Eve AI Legal  
**Approved By:** [Name, Title]  

**Revision History:**

| Version | Date | Author | Changes |
|---------|------|--------|---------|
| 1.0 | [Date] | Ask Eve AI Legal | Initial template creation |
|  |  |  |  |

---

## QUICK REFERENCE GUIDE

**For Ask Eve AI Team:**

**Before Partner Signs:**
- [ ] Determine partner type(s) (Knowledge / Expert / Management)
- [ ] Complete applicable Annex(es) with specific terms
- [ ] Create Addendum if custom IP transfer or revenue arrangements needed
- [ ] Complete Exhibit A with agreed pricing
- [ ] Review non-compete scope (Territory and Domain) appropriate for partner
- [ ] Confirm insurance requirements if Management Partner

**After Partner Signs:**
- [ ] Provide partner access to Platform and partner portal
- [ ] Set up billing and invoicing systems
- [ ] Register partner in CRM
- [ ] Schedule onboarding/training session
- [ ] Provide marketing materials and brand guidelines

**For Partners:**

**Key Obligations to Remember:**
- First and second-line customer support (Article 8)
- GDPR compliance and customer DPA collection (Article 6)
- Thorough testing of all Partner Services (Article 3.3)
- Security requirements implementation (Article 3.2)
- Monthly payment of platform fees (Article 9)
- Non-compete restrictions during term + 12-18 months (Article 3.5)

**Key Rights:**
- Set own customer pricing with markup (Article 9.1)
- Access to third-line Ask Eve AI support (Article 4.4)
- Revenue share or compensation per Addendum
- Customer relationships preserved through Article 15
- IP ownership per applicable Annex and Addendum

---

## CHECKLIST FOR PARTNER ONBOARDING

**Phase 1: Legal and Compliance (Week 1)**
- [ ] Partnership Agreement executed
- [ ] All Annexes completed and signed
- [ ] Addendum(s) executed (if applicable)
- [ ] Insurance certificates received (if Management Partner)
- [ ] GDPR compliance documentation reviewed
- [ ] Security requirements acknowledged

**Phase 2: Technical Setup (Week 1-2)**
- [ ] Partner admin accounts created
- [ ] Partner portal access provided
- [ ] API credentials generated (if applicable)
- [ ] Test tenant/environment set up
- [ ] Documentation and training materials shared

**Phase 3: Business Setup (Week 2-3)**
- [ ] Billing contact information confirmed
- [ ] Payment method configured
- [ ] Usage reporting access provided
- [ ] Marketing materials and brand assets shared
- [ ] Co-marketing opportunities discussed

**Phase 4: Go-Live Preparation (Week 3-4)**
- [ ] Partner Services tested in staging environment
- [ ] First customer(s) identified
- [ ] Customer onboarding process reviewed
- [ ] Support escalation procedures confirmed
- [ ] Launch plan agreed

---

## APPENDIX: DEFINITIONS OF PARTNER TYPES

### Knowledge Partner (Annex 1)
**What they do:** Provide domain expertise and structured knowledge through Catalogs on the Platform.

**Key characteristics:**
- Create and maintain Catalogs of domain-specific information
- Responsible for accuracy and updates of content
- Customers access their Catalogs for information and guidance
- Revenue typically through usage-based fees or subscription share

**Examples:**
- Legal knowledge provider creating library of employment law information
- HR specialist providing recruitment best practices and templates
- Industry expert providing sector-specific market intelligence

### Expert Partner (Annex 2)
**What they do:** Co-develop AI Specialists with Ask Eve AI for specific business functions.

**Key characteristics:**
- Work with Ask Eve AI to design, configure, and train AI Specialists
- Provide domain expertise for Specialist logic and workflows
- Thoroughly test Specialists before customer deployment
- May receive IP transfer of Specialists upon revenue milestones
- Development costs borne by Ask Eve AI initially, recovered through revenue share

**Examples:**
- Recruitment firm co-developing AI recruiter Specialist
- Legal practice co-developing contract review Specialist
- Financial advisor co-developing investment analysis Specialist

### Management Partner (Annex 3)
**What they do:** Manage complete customer relationships, acting as primary customer contact.

**Key characteristics:**
- Own customer relationship and all customer touchpoints
- Provide first and second-line support
- Responsible for customer success and satisfaction
- Guarantee payment to Ask Eve AI regardless of customer payment
- Must collect signed DPA and T&Cs from each customer
- Required to maintain professional liability insurance
- Revenue through margin on Ask Eve AI platform fees

**Examples:**
- System integrator managing enterprise deployments
- Consulting firm providing managed AI services
- Technology partner offering white-label AI solutions

**Note:** Partners can be multiple types simultaneously (e.g., Expert + Management Partner).

---

## CONTACT INFORMATION

**For Questions About This Agreement:**

**Legal and Contractual Matters:**  
Email: legal@Ask Eve AI.com  
Subject line: "Partnership Agreement - [Partner Name]"

**Billing and Payment:**  
Email: finance@Ask Eve AI.com  
Subject line: "Billing - [Partner Name]"

**Technical Support (for Partners):**  
Partner Portal: [URL when available]  
Email: partners@Ask Eve AI.com  
Subject line: "Support - [Partner Name] - [Brief Description]"

**Security and Compliance:**  
Email: security@Ask Eve AI.com  
Subject line: "Security - [Partner Name]"

**General Partnership Inquiries:**  
Email: partnerships@Ask Eve AI.com

---

## NOTES FOR LEGAL REVIEW

**Before finalizing this template, the following should be reviewed by Belgian legal counsel:**

1. **Non-Compete Enforceability:**
   - 18-month customer non-solicitation duration (Section 3.5(b))
   - 12-month technology restriction (Section 3.5(c))
   - Geographic and domain scope limitations
   - Individual employee carve-outs

2. **IP Transfer Mechanics:**
   - Revenue-based IP transfer triggers (to be specified in Addenda)
   - Tax implications of IP transfers
   - Valuation methodologies for transfers
   - Ongoing platform dependency after transfer

3. **Liability Caps:**
   - 12-month fee cap (Section 12.2)
   - Exceptions in Section 12.3
   - Compliance with mandatory Belgian law

4. **Data Protection:**
   - Controller/Processor/Sub-Processor relationships (Article 6)
   - DPA flow-down requirements (Section 6.4)
   - Data breach notification timelines (Section 6.3)
   - GDPR indemnification scope (Section 6.5)

5. **Insurance Requirements:**
   - Mandatory amounts for Management Partners (€250K-500K)
   - Professional liability vs. cyber liability requirements
   - Belgian insurance market standards

6. **Termination Provisions:**
   - Performance-based termination (Section 14.4)
   - Customer transition rights (Article 15)
   - Revenue share during transition (Section 15.3)

7. **Force Majeure:**
   - Extended force majeure termination (90 days)
   - Exclusions from force majeure excuse

8. **Dispute Resolution:**
   - Mandatory informal negotiation (Section 16.2(a))
   - Exclusive jurisdiction of Ghent courts (Section 16.3)

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**END OF PARTNERSHIP AGREEMENT TEMPLATE**

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**IMPLEMENTATION NOTES:**

This template provides the foundation for Ask Eve AI's partnership program. To use this agreement:

1. **Customize Article 2.1** with specific Territory, Domain(s), and Partner Type(s)
2. **Complete applicable Annexes** (1, 2, and/or 3) with detailed terms
3. **Create Addendum** for partner-specific commercial terms, especially:
   - IP transfer revenue thresholds (Expert Partners)
   - Revenue share percentages (Management Partners)
   - Custom pricing arrangements
   - Specific Specialist or Catalog details
4. **Update Exhibit A** with current pricing
5. **Attach references** to current DPA and Terms of Service versions

**Remember:** This is a template. Each partnership may require customization based on specific business arrangements, partner capabilities, and market conditions.