Standard Engagement Terms

1. Definitions

• "Kbylabs" means Kbylabs LLC, a US limited liability company.
• "Client" means the legal entity or individual that executes a signed engagement agreement with Kbylabs.
• "Engagement" means a specific consulting mandate defined in a signed Statement of Work (SOW) or Master Services Agreement (MSA).
• "Deliverables" means the specific outputs defined in a signed SOW (e.g., software, reports, architecture documents, trained models).
• "Confidential Information" has the meaning set forth in Section 4 below.
• "Personnel" means Kbylabs' members, employees, contractors, and subcontractors assigned to an engagement.

2. Scope of Services

Kbylabs provides professional technology consulting services including AI systems integration, enterprise automation engineering, cloud architecture design, data engineering, and security architecture consulting. The specific scope, deliverables, timeline, and commercial terms of each engagement are defined exclusively in a signed SOW or MSA.

Kbylabs reserves the right to decline any engagement without explanation. Acceptance of an inquiry via the contact form does not constitute acceptance of an engagement.

3. Fees, Payment, and Invoicing

3.1 — Fee Structures

Engagements may be structured on a fixed-fee, time-and-materials, or retainer basis, as specified in the applicable SOW. All fees are denominated in US Dollars (USD) unless explicitly agreed otherwise in writing.

3.2 — Payment Terms

• Fixed-fee engagements: a deposit of 50% of the total fee is due upon execution of the SOW; the remaining 50% is due upon delivery of the final Deliverables.
• Time-and-materials engagements: invoiced bi-weekly or monthly, payable within 14 calendar days of invoice date.
• Retainer arrangements: invoiced at the start of each retainer period, payable in advance.

3.3 — Late Payment

Invoices unpaid after the due date accrue interest at the rate of 1.5% per month (18% per annum) or the maximum rate permitted by applicable law, whichever is lower. Kbylabs reserves the right to suspend work on an engagement where invoices remain unpaid beyond 15 calendar days past the due date, without liability for resulting delays.

3.4 — Taxes

All fees are exclusive of applicable taxes, including but not limited to sales tax, VAT, GST, and withholding taxes. The Client is solely responsible for all applicable taxes assessed on services rendered in their jurisdiction. EU clients acknowledge that B2B services may be subject to the reverse-charge mechanism under EU VAT Directive 2006/112/EC.

4. Confidentiality

4.1 — Definition

"Confidential Information" means any non-public information disclosed by one party (the "Disclosing Party") to the other (the "Receiving Party") in connection with an engagement, whether disclosed orally, in writing, or by any other means, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. This includes, without limitation: business plans, financial data, technical architecture, source code, proprietary algorithms, customer lists, pricing, and personnel information.

4.2 — Obligations

Each party agrees to: (i) hold the other party's Confidential Information in strict confidence; (ii) not disclose it to any third party without prior written consent; (iii) use it solely for the purpose of fulfilling obligations under the engagement; and (iv) apply at minimum the same degree of protection as it applies to its own confidential information, but no less than reasonable care.

4.3 — Exceptions

Confidentiality obligations do not apply to information that:

• Is or becomes publicly available through no fault of the Receiving Party
• Was rightfully known to the Receiving Party prior to disclosure without restriction
• Is independently developed by the Receiving Party without use of Confidential Information
• Is required to be disclosed by applicable law, court order, or regulatory authority (with prior notice to the Disclosing Party where legally permissible)

4.4 — Duration

Confidentiality obligations survive the termination or expiration of an engagement for a period of five (5) years, except with respect to trade secrets, which are protected for so long as they retain their status as trade secrets under applicable law.

4.5 — Mutual NDA

Prior to any technical discovery session or disclosure of sensitive business information, Kbylabs will execute a mutual Non-Disclosure Agreement upon the Client's request. We maintain standard NDA templates and typically execute NDAs within 24 business hours.

5. Intellectual Property

5.1 — Pre-Existing IP

Each party retains all rights, title, and interest in and to its pre-existing intellectual property ("Background IP") contributed to an engagement. No license to Background IP is granted except as expressly necessary to perform the engagement.

5.2 — Deliverables (Work Product)

Unless explicitly stated otherwise in the applicable SOW, Deliverables created specifically and exclusively for the Client under a fixed-fee engagement shall be assigned to the Client upon full payment of all outstanding fees. Until such payment is received, Kbylabs retains all intellectual property rights in the Deliverables.

For time-and-materials engagements, the parties shall agree on IP ownership terms in the SOW. In the absence of a specific IP provision, Kbylabs grants the Client a non-exclusive, perpetual, royalty-free license to use the Deliverables for internal business purposes only.

5.3 — Kbylabs Methodologies and Tools

Kbylabs retains all rights to its proprietary methodologies, frameworks, tools, templates, and know-how (collectively, "Kbylabs IP") developed prior to or independently of any engagement. Deliverables may incorporate Kbylabs IP; in such cases, Kbylabs grants the Client a limited, non-exclusive license to use such incorporated Kbylabs IP solely as part of the Deliverables for the Client's internal operations.

6. Warranties and Representations

Kbylabs warrants that:

• Services will be performed by qualified personnel with appropriate skills and experience
• Services will be performed in a professional and workmanlike manner consistent with industry standards
• Deliverables will materially conform to the specifications set forth in the applicable SOW
• Kbylabs has the right to enter into the engagement and grant the licenses described herein

EXCEPT AS EXPRESSLY SET FORTH ABOVE, KBYLABS DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. KBYLABS DOES NOT WARRANT THAT DELIVERABLES WILL BE ERROR-FREE OR THAT THEY WILL OPERATE WITHOUT INTERRUPTION.

7. Limitation of Liability

IN NO EVENT SHALL KBYLABS LLC'S AGGREGATE LIABILITY TO THE CLIENT FOR ANY AND ALL CLAIMS ARISING FROM OR RELATED TO AN ENGAGEMENT EXCEED THE TOTAL FEES PAID BY THE CLIENT TO KBYLABS UNDER THE APPLICABLE SOW DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

KBYLABS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, LOSS OF DATA, OR BUSINESS INTERRUPTION, REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

These limitations apply to the maximum extent permitted by applicable law. Nothing in these terms limits liability for fraud, willful misconduct, or gross negligence, or for any liability that cannot be excluded or limited under applicable EU consumer protection law.

8. Termination

8.1 — Termination for Convenience

Either party may terminate a fixed-term engagement for convenience upon 30 calendar days' written notice. Upon such termination, the Client shall pay for all work performed and expenses incurred up to the effective date of termination, plus a kill fee of 20% of the remaining uncommenced fees under the SOW, unless otherwise agreed in writing.

8.2 — Termination for Cause

Either party may terminate an engagement immediately upon written notice if the other party: (i) materially breaches the engagement agreement and fails to cure such breach within 15 calendar days of written notice; (ii) becomes insolvent or files for bankruptcy; or (iii) engages in fraudulent or illegal conduct in connection with the engagement.

8.3 — Effect of Termination

Upon termination, each party shall promptly return or destroy the other party's Confidential Information. Provisions regarding confidentiality, intellectual property, payment obligations, limitation of liability, and governing law shall survive termination.

9. Independent Contractor

Kbylabs and its Personnel are independent contractors. Nothing in these terms creates an employment relationship, partnership, joint venture, or agency between the parties. Kbylabs Personnel are not entitled to any employee benefits of the Client. Kbylabs is solely responsible for its Personnel's compensation, benefits, taxes, and insurance.

During an engagement and for a period of 12 months following its conclusion, the Client agrees not to solicit or hire, directly or indirectly, any Kbylabs Personnel who worked on the engagement, without Kbylabs' prior written consent and payment of a placement fee equal to 25% of the Personnel's annualized compensation.

10. Governing Law and Disputes

These Standard Engagement Terms and any engagement agreement shall be governed by and construed in accordance with the laws of the State of New Mexico, United States of America, without regard to its conflict of law principles. The parties consent to the exclusive jurisdiction of the state and federal courts located in New Mexico for resolution of any disputes that cannot be resolved through negotiation or mediation.

Disputes arising from an engagement shall first be subject to good-faith negotiation between senior representatives of both parties. If negotiation fails to resolve the dispute within 30 days, the parties agree to non-binding mediation before initiating any formal legal proceedings.

For EU-based clients, mandatory provisions of EU law apply where applicable and cannot be contractually excluded, including protections under EU commercial law and, where applicable, consumer protection regulations.