AI Readiness Audit

1.Contract Structure and Order of Precedence

These Terms, each executed Order Form, and any applicable Statement of Work (“SOW”) form the Agreement. On conflict, order controls highest to lowest: (a) Order Form; (b) SOW; (c) these Terms; (d) any other document not expressly incorporated. Electronic signatures and counterparts are acceptable and binding to the maximum extent permitted by law.

2.Definitions

AI Readiness Audit

Code & Counsel’s structured audit service that evaluates a Customer’s current technology infrastructure, workflows, team readiness, and organizational posture for AI adoption, and produces the Deliverables described herein.

Lantair

Code & Counsel’s proprietary AI-assisted discovery tool used to guide the structured audit session with Customer.

Deliverables

The reports, analyses, recommendations, and other work product produced as a result of the AI Readiness Audit, as identified in the applicable Order Form and/or SOW.

Background IP

Code & Counsel’s pre-existing and reusable components: audit frameworks, methodologies, scoring models, templates, tools (including Lantair), libraries, know-how, and general methods.

Client Materials

Customer-owned assets such as data, technology stack information, workflow documentation, organizational charts, policies, and other information provided by Customer for the Audit.

Composite Readiness Score

The overall score generated by the AI Readiness Audit reflecting Customer’s preparedness for AI adoption across the assessed dimensions.

3.Scope of Services

Core components (subject to the Order Form/SOW):

• A guided discovery session facilitated through Lantair.
• Audit across key organizational dimensions, which may include technology infrastructure, current workflows, team comfort and readiness, security requirements, data management practices, compliance posture, and strategic objectives.
• Generation of a Composite Readiness Score.
• Delivery of up to five (5) standard Deliverables: (i) AI Priority Map; (ii) Executive Summary with 30-Day Action Plan; (iii) Top Use Cases Ranked by Impact and Feasibility; (iv) Tech Stack Analysis; (v) Bespoke Tool Recommendation.
• Review by a licensed attorney and legal engineer.
• Scaling to Customer’s organization size.

These Terms do not cover other offerings (including implementation services) unless expressly included in an Order Form or SOW.

4.Customer Responsibilities

Customer provides timely, accurate information, access, and cooperation, including participation in the guided discovery session; is responsible for the accuracy and completeness of Client Materials; designates a primary point of contact with authority to provide information, make decisions, and approve Deliverables; and acknowledges that the quality of the Deliverables depends on the information Customer provides.

5.Data Handling and Confidentiality of Audit Information

Code & Counsel treats all Client Materials and information disclosed during the Audit as Confidential Information (Section 10). Unless the SOW states otherwise, Code & Counsel will not retain copies of Client Materials beyond the period necessary to complete and deliver the Deliverables. If the Audit requires processing of regulated data (e.g., HIPAA, state privacy laws, or industry-specific regulations), the parties will execute any required addendum (e.g., DPA/BAA) before such processing. Code & Counsel may use aggregated, anonymized, and de-identified data derived from the Audit to improve its services, methodologies, and benchmarking, provided it cannot reasonably identify Customer.

6.Delivery and Acceptance

Delivery occurs as described in the SOW. Customer has five (5) business days after delivery to accept or give written notice of material nonconformity against the acceptance criteria; absent notice, Deliverables are deemed accepted. On timely notice, Code & Counsel will use commercially reasonable efforts to correct the nonconformity, which is Customer’s sole and exclusive remedy for acceptance issues.

7.Fees, Invoicing, and Payment

Fees are set in the Order Form/SOW. Default: Audit fees invoiced upfront on execution of the Order Form unless stated otherwise. Implementation credit: if the Order Form provides for it, forty percent (40%) of the Audit fee is credited toward a subsequent implementation engagement, subject to the Order Form. No refunds once the guided discovery session has commenced, except as stated in the Order Form. Late payments may accrue interest at the lesser of 1.5% per month or the maximum allowed by law, plus reasonable collection costs.

8.Intellectual Property

Code & Counsel retains all right, title, and interest in its Background IP (frameworks, methodologies, scoring models, tools including Lantair, templates, reusable methods). Customer retains all right, title, and interest in Customer Materials and its data. Subject to payment in full, Code & Counsel grants Customer a non-exclusive, non-transferable license to use the Audit Deliverables for Customer’s internal business purposes; Customer may share Deliverables internally but may not distribute, publish, or make them available to third parties without Code & Counsel’s prior written consent.

License-back: to the extent Customer provides suggestions, feedback, or generalized improvements (excluding Customer Materials and Confidential Information), Customer grants Code & Counsel a perpetual, irrevocable, worldwide, royalty-free license to use and incorporate them into its Background IP and offerings. Except for the license expressly granted, no other rights are granted.

9.Disclaimer; Nature of Audit

The Audit provides an audit and recommendations based on information available at the time. The Deliverables are advisory and do not constitute legal advice, technology guarantees, or assurances of any outcome. AI technologies, regulations, and best practices evolve rapidly, and recommendations may require updating. Implementation is at Customer’s sole discretion and risk. Code & Counsel does not guarantee any particular return on investment, cost savings, or business outcome.

10.Confidentiality

Each party protects the other’s non-public information (“Confidential Information”) using reasonable measures and uses it only to perform under the Agreement. Confidential Information excludes information that is public through no fault of the receiving party, independently developed, or rightfully received from a third party without duty of confidentiality. The receiving party may disclose to employees/contractors who need to know and are bound by confidentiality, and may disclose if required by law after giving prompt notice (to the extent permitted).

11.Publicity

With Customer’s prior written permission (including email), Code & Counsel may list Customer’s name and logo as a customer in marketing materials.

12.Warranty Disclaimer

13.Limitation of Liability

The parties acknowledge fees reflect this allocation of risk.

14.Customer Indemnity

Customer will defend, indemnify, and hold harmless Code & Counsel and its personnel from third-party claims, damages, liabilities, and expenses (including reasonable attorneys’ fees) arising out of or relating to: (a) Client Materials or data; (b) Customer’s use of or reliance on the Deliverables; (c) Customer’s breach of these Terms; or (d) Customer’s implementation of any recommendations. Code & Counsel will promptly notify Customer of any claim and reasonably cooperate at Customer’s expense.

15.Term; Suspension; Termination

The Agreement begins on the Effective Date of the first Order Form and continues until all Order Forms expire or terminate. Code & Counsel may suspend for non-payment or material breach after thirty (30) business days written notice, and may terminate an Order Form or SOW for material breach uncured within thirty (30) business days after written notice. If Customer terminates before the guided discovery session commences, Customer receives a refund of fees paid less reasonable costs incurred; after the session commences, fees are non-refundable. On termination, Customer’s license to Deliverables delivered and paid for survives, and sections that by their nature should survive (confidentiality, IP, disclaimers, limitation of liability, dispute resolution, notices) survive.

16.Dispute Resolution; Mandatory Arbitration (AAA)

Governed by the laws of the State of Texas, without regard to conflict-of-laws rules. Any dispute arising out of or relating to this Agreement or the services will be resolved by binding arbitration administered by the American Arbitration Association (“AAA”) in Tarrant County, Texas, before one (1) arbitrator (AAA Commercial Rules for business entities; AAA Consumer Rules for individual consumers to the extent required). Either party may seek temporary or preliminary injunctive relief in a court of competent jurisdiction in Tarrant County, Texas (or federal court if necessary) to prevent misuse of intellectual property, breach of confidentiality, or unauthorized access, pending arbitration. Each party bears its own attorneys’ fees and costs except where the arbitrator awards them as required by law.

17.Notices

Notices must be in writing and are deemed given when sent by email to the addresses below (or any updated address provided in writing). Notices to Code & Counsel: christian@codeandcounsel.ai. Notices to Customer: the notice email specified in the applicable Order Form.

18.Miscellaneous

Independent contractors; no partnership or agency is created. Customer may not assign without Code & Counsel’s prior written consent; any prohibited assignment is void. Severability: an unenforceable provision is modified to the minimum extent necessary, and the remainder stays in effect. Entire agreement: the Agreement is the complete agreement on its subject matter and supersedes prior discussions.