Primary Services Agreement
Effective Date: August 28, 2025These Terms of Service (“Terms”) are between the customer identified on an applicable Order or Statement of Work (“Customer”) and JBP, LLC (“JBP”), as of the Effective Date specified in the applicable Order or Statement of Work. Capitalized terms not defined herein have the meanings set forth in Section 1 (Definitions).
1. Definitions
“Adoption Units”: The measurable count of automated tasks/actions executed in production during a trial window, as captured by telemetry and agreed in the Statement of Work.
“Background IP”: JBP’s pre-existing or independently developed methodologies, templates, models, tools, code libraries, know‑how and other materials, including improvements thereto, excluding Customer Confidential Information.
“Confidential Information”: Nonpublic information disclosed by a party that is identified as confidential or that should reasonably be understood to be confidential, including business, technical, and security information. Customer Confidential Information includes Customer data and system information.
“Deliverables”: Work product, documentation, runbooks, automations, configurations, reports or other materials created for Customer and delivered under a SOW.
“Hosted Service”: A hosted software component provided by JBP from JBP‑controlled infrastructure, only if expressly designated in a SOW and governed by the Hosted Tools Addendum.
“Measurement Window”. The period specified in a SOW for measuring Adoption Units in production (e.g., 14–28 days).
“Services”: Professional and managed services performed by JBP as described in a SOW. Unless a SOW expressly states otherwise, Services do not include any Hosted Service.
“SOW”: A Statement of Work executed by the parties describing Services, scope, deliverables, fees, acceptance criteria and other specifics.
2. Scope; Services Model
2.1 Services; No Hosted Service by Default. JBP will provide professional and managed Services described in SOW(s). Unless a SOW expressly designates a “Hosted Service” and attaches the Hosted Tools Addendum, JBP provides no hosted software service, and no uptime or availability commitments apply outside that addendum.
2.2 Productized Services. The parties acknowledge JBP may offer standardized, productized Services (e.g., Ops Acceleration Assessment (OAA) and Production Pilot Sprint (PPS)). Productized Services remain Services under this Agreement.
3. Deployment, Date & Access
3.1 Customer Environment; Least Privilege. Services execute in Customer’s tenant or other Customer-controlled environment. Customer will provision role-based, least-privilege, time-bound access for JBP personnel. JBP will not persist or export Customer Confidential Information outside Customer’s environment except as expressly authorized in an SOW or as necessary to perform the Services, with logs routed to Customer’s SIEM where feasible.
3.2 Regulated Data. Discovery and v1 pilots exclude PHI, NPI and PCI unless a SOW expressly permits and the parties execute the required agreements (e.g., BAA) or operate under a partner wrapper.
4. Deliverables; IP Rights
4.1 Ownership. Upon full payment of amounts due, Customer owns the Deliverables created for Customer under the applicable SOW, excluding Background IP.
4.2 License to Background IP. JBP grants Customer a perpetual, worldwide, non‑exclusive, royalty‑free license to use Background IP solely as embedded in the Deliverables for Customer’s internal business purposes.
4.3 Retained Know‑How. JBP may use generalized know‑how that does not include Customer Confidential Information to serve other customers.
5. Acceptance; Changes
5.1 Acceptance. Each SOW will set objective acceptance criteria. Deliverables are deemed accepted upon the earlier of (a) Customer’s written acceptance, or (b) five (5) business days after delivery if Customer does not provide a written, specific description of a material non‑conformity with the acceptance criteria.
5.2 Change Control. Out‑of‑scope work requires a written change order executed by both parties describing changes to scope, fees and timeline.
6. Fees; Expenses; Taxes
6.1 Fees. Fees are as set forth in the applicable SOW or Order. Where elected in a SOW, a performance‑based success fee applies only to measured production Adoption Units during a defined trial window and is capped at thirty percent (30%) of the PPS fixed fee. The SOW will define the Adoption Unit, value per unit, weeks measured, and the formula.
6.2 Success-Fee Verification. Prior to the Measurement Window, the parties will validate telemetry. Customer may export raw Adoption Unit counts for audit. If disputed, only the success-fee portion is suspended pending joint review; fixed-fee invoices continue.
6.2 Expenses & Taxes. Customer will reimburse pre‑approved, reasonable out‑of‑pocket expenses. Fees are exclusive of taxes, which are Customer’s responsibility (excluding taxes based on JBP’s income).
7. Security; Trust & Testing
7.1 Trust & Security Schedule. The Trust & Security Schedule (Exhibit A) is incorporated and controls with respect to security practices, logging, human oversight, testing and incident response.
7.2 Third‑Party Models & Tools. JBP will use only Customer‑approved models, APIs and vendor tools. Unless otherwise agreed, models are not trained on Customer data.
7.3 AI Governance. The AI / Model & Data Schedule (the “AI Schedule”) is incorporated and governs model registration/versioning, human-in-the-loop approvals, evaluation (including adversarial/bias testing), telemetry limits, and documentation of prompts and parameters, consistent with NIST AI RMF and ISO/IEC 42001 alignment.
7.4 Security Incidents. JBP will provide initial notice within 24 hours of confirming a material Security Incident impacting the Services, followed by updates and a root-cause report within 5 business days. Formal regulatory notifications (e.g., GDPR 72 hours; HIPAA 60 days) will be coordinated with Customer and made within applicable legal timeframes.
8. Customer Responsibilities
Customer will appoint a sponsor and process owner, provision necessary access, provide accurate information, participate in UAT, and make timely decisions. Customer is responsible for its data, systems and compliance with applicable laws in its environment.
9. Warranties; Disclaimers
9.1 Services Warranty. JBP warrants that the Services will be performed in a professional and workmanlike manner consistent with industry standards. Customer’s exclusive remedy is re‑performance of the non‑conforming Services.
9.2 Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE SERVICES, DELIVERABLES AND ANY TOOLS ARE PROVIDED “AS IS.” JBP DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON‑INFRINGEMENT. Any availability, support, or uptime targets apply only to a SOW-designated Hosted Service and only via the Hosted Tools Addendum; they do not apply to Services delivered in Customer’s tenant.
10. Indemnification
10.1 JBP IP Indemnity. JBP will defend and indemnify Customer against third‑party claims alleging that Deliverables, as provided by JBP and used in accordance with this Agreement, infringe intellectual property rights. JBP has no obligation to the extent a claim arises from Customer materials, Customer’s modifications, or use outside the scope of the Agreement.
10.2 Customer Indemnity. Customer will defend and indemnify JBP against claims arising from Customer data, systems, instructions or use of the Deliverables contrary to the Agreement.
11. Limitation of Liability
Except for (i) breach of confidentiality, (ii) IP infringement indemnity, or (iii) willful misconduct, each party’s aggregate liability under an SOW is limited to the fees paid or payable under that SOW in the 12 months preceding the event. No indirect or consequential damages.
12. Confidentiality
Each party will protect the other’s Confidential Information using at least reasonable care and will use it solely to perform under this Agreement. Confidentiality obligations do not apply to information that is public, independently developed, or rightfully obtained from a third party without duty of confidentiality.
13. Subcontractors
JBP may use vetted subcontractors bound by obligations no less protective than this Agreement. JBP remains responsible for subcontractor performance.
14. Compliance & Standards
14.1 BAA/GLBA‑style Agreements. Business Associate or Gramm-Leach-Bliley style agreements are not required for discovery or v1 pilots. If later required, the parties will execute such an agreement or operate under a partner’s wrapper. Absent such, JBP has no such obligations.
14.2 Data Processing Addendum. If, and only if, a SOW specifies that JBP processes personal data on JBP-controlled systems as a processor, the parties will execute the DPA (Exhibit B). For cross-border transfers, the parties will adopt the EU Standard Contractual Clauses (Commission Implementing Decision (EU) 2021/914) as appropriate. Otherwise, no DPA is required.
14.3 Standards Alignment. Without creating a certification obligation, JBP will align its controls to recognized frameworks including NIST AI RMF, ISO/IEC 42001 for AI governance, and SOC 2 TSC for logging and oversight in the Customer environment.
15. Insurance
During the term, JBP will maintain commercially reasonable insurance, including Commercial General Liability ($1,000,000 per occurrence), Technology/Professional Liability ($2,000,000 aggregate) and Cyber Liability ($2,000,000 aggregate), and statutory Workers’ Compensation.
16. Term; Termination; Exit
16.1 Term. The term of each SOW is as stated therein. This Agreement continues until terminated as provided herein.
16.2 Termination for Cause. Either party may terminate the Agreement or any SOW for material breach not cured within thirty (30) days after written notice.
16.3 Effect; Handover. Upon termination/expiry, JBP will provide a commercially reasonable handover of materials and revoke access. Customer will pay all amounts due. Sections intended to survive will survive.
17. Publicity
Use of names and logos requires prior written consent. Anonymized case studies are permitted unless Customer reasonably objects.
18. Order of Precedence
In case of conflict, the following order applies: (1) SOW, (2) Trust & Security Schedule (Exhibit A), (3) Section 14 addenda therein (if applicable), (4) this Agreement, (5) any other incorporated documents.
19. General Terms
Independent contractors; assignment with consent (not unreasonably withheld); anti‑corruption and export compliance; force majeure; severability; waiver; governing law and venue as stated in the applicable SOW; entire agreement; amendment by written agreement of the parties.