Contractors Agreement

Monolith Contractor's Agreement

1. Independent Contractors Agreement

This is a legally binding document (the "agreement") between the following two parties listed below effective on the day of Apr/07/2024 (m/d/Y). Monolith Solutions Inc. shall be referred to as the "Monolith Solutions", "Monolith" Or "Monolith Solutions Inc." while the signatory of this contract will be referred to as the "Contractor".


The Contractor:

Monolith Solutions Inc.

Ray Krohmer

1-800-637-5090

ray@monolithsolutions.ca

57138 Sunridge RPO

Calgary, Alberta, Canada T1Y-6R4

Agreement Terms

Both parties agree to the following terms:


  1. Purpose of Agreement

The purpose of this agreement is to govern the interactions between Monolith Solutions Inc. and its contractor(s) and clients, and to mitigate liability for various parties.

  1. Scope of Work
    • Project Document Compliance

The Contractor acknowledges and agrees to the following regarding the scope of work:

(A) Adherence to Project Document

The Contractor shall follow and complete the scope of work as disclosed in the document containing details concerning the project (hereinafter referred to as the "Project Document").

(B) Milestone and Deadline Adherence

The Contractor shall complete any milestones and meet all deadlines disclosed in the Project Document.

(C) Technical Requirements and Standards

The Contractor shall adhere to all technical requirements, standards, or guidelines mandated in the Project Document.

(D) Receipt of Project Document

The Project Document, outlining the specific scope of work, technical requirements, milestones, and deadlines, shall be provided to the Contractor prior to the commencement of the project.

(E) Quotation and Clarifications

Upon receipt of the Project Document, the Contractor shall provide a detailed quotation encompassing the cost and time associated with completing the project as outlined in the Project Document. The Contractor may seek clarification or raise questions related to the Project Document prior to accepting and commencing the project.

3.2 Project Acceptance

(A) Acceptance Confirmation

Upon acceptance of the contracted project in accordance with the terms of this Agreement, the Contractor shall promptly confirm their acceptance in writing to Monolith Solutions Inc.

(B) Signed Project Document

Simultaneously with the acceptance confirmation, the Contractor shall return a signed copy of the Project Document, signifying their commitment to commence the project in adherence to the agreed-upon terms, including the work start and end date.

  1. Compensation

4.1 Payment Terms

(A) Payment Agreement

The Contractor acknowledges and agrees to the payment terms outlined in the Project Document, to which the Contractor provided a quotation and accepted upon signing the Project Document.

(B) Invoice Submission

Upon successful completion of the project, the Contractor shall issue an invoice to Monolith Solutions Inc. The invoice shall reflect the total compensation amount and adhere to the payment terms specified in the Project Document.

4.2 Payment Processing

(A) Review Period

Monolith Solutions Inc. may require a period of up to two (2) weeks to thoroughly review the completion of the Contractor's work. This review is intended to ensure that all aspects of the project, as detailed in the Project Document, have been successfully delivered and meet the agreed-upon standards.

(B) Payment Release

Upon the completion of the review and verification process mentioned in subsection 4.2(A), Monolith Solutions Inc. shall promptly issue payment to the Contractor. Payment shall be made in the form of either a check or an electronic transfer (e-transfer), as agreed upon between the parties.

4.3 Tax Responsibility

(A) Tax Obligations

The Contractor acknowledges that they are solely responsible for disclosing the income earned from this Agreement to the appropriate tax authorities, and for paying any applicable taxes in compliance with local, state/provincial, and federal tax laws.

(B) Pre-Tax Amounts

All compensation amounts specified in the Project Document and invoiced by the Contractor are considered pre-tax amounts. It is the Contractor's responsibility to calculate and remit any applicable taxes on these payments.

4.4 Non-Completion

(A) Non-Completion Clause

In the event that the Contractor is unable to complete the project as outlined in the Project Document due to unforeseen circumstances or other valid reasons, all involved parties shall engage in good-faith negotiations to determine an equitable resolution, which may include adjusting compensation, revising project timelines, or other mutually agreed-upon actions.

  1. Intellectual Property

5.1 Ownership of Intellectual Property

(A) Ownership by Monolith Solutions Inc

Monolith Solutions Inc. shall retain all intellectual property rights to any intellectual property provided to or by the Contractor through any means of communication, including but not limited to the Project Document, email, phone, third-party platforms such as GITHUB, forums, social media, file-sharing platforms like OneDrive or Google Drive, direct transfers, or any other means of communication.

(B) Derived Intellectual Property

Monolith Solutions Inc. shall also retain all intellectual property rights to any creations or intellectual property derived from any previously supplied information or work.

5.2 Contractor's Rights and Forfeiture

(A) Intellectual Property Forfeiture

By signing this agreement, the Contractor expressly forfeits and relinquishes any and all rights, claims, or interests in any intellectual property that is created for or on behalf of Monolith Solutions Inc. or any of Monolith Solutions Inc.'s clients, irrespective of any compensation received by the Contractor.

(B) Partial Work

In the event that the Contractor is unable to complete the project for any reason, all intellectual property rights to any partial work completed shall remain exclusively with Monolith Solutions Inc.

5.3 Retention of Contractor-Created Intellectual Property

(A) Monolith Solutions Inc's Ownership

Monolith Solutions Inc. shall retain all intellectual property rights to any intellectual property created by the Contractor in relation to any project, regardless of the project's status or completion.

 

  1. Confidentiality and Non-Disclosure

6.1 Confidential Information

(A) Confidentiality Obligation

The Contractor acknowledges that all information and communications exchanged between the Contractor and Monolith Solutions Inc., including but not limited to information contained in the Project Document and proprietary information provided by any client of Monolith Solutions Inc., is considered strictly confidential.

(B) Scope of Confidential Information

The Contractor assumes full liability for maintaining the strict confidentiality of all information provided or to which the Contractor is given access. This includes, but is not limited to, information related to the project, client information, operations, client's customers, and personal information.

6.2 Non-Disclosure and Usage Restrictions

(A) Non-Disclosure Requirement

The Contractor agrees that any and all information provided by Monolith Solutions Inc. shall not, under any circumstances, be disclosed to any third party or entity without the explicit written consent of Monolith Solutions Inc. Such information shall only be used for the sole purpose of completing the project as outlined in the Project Document.

(B) Portfolio Usage

The Contractor further agrees that any information or works originating from any project completed on behalf of Monolith Solutions Inc. shall not be used in the Contractor's portfolio or disclosed to the public without the express written consent of Monolith Solutions Inc.

6.3 Confidential Information Handling

(A) Information Deletion

Upon completion of the project, the Contractor agrees to promptly and permanently delete or destroy all confidential information related to the project. This includes information contained in any documentation, communication, or implied to be associated with the project.

6.4 Duration of Confidentiality

(A) Confidentiality Period

The Contractor acknowledges and agrees to maintain the confidentiality of all information for a period of ten (10) years from the effective date of this contract.

  1. Term and Termination

7.1 Duration of Contract

(A) Contract Duration

The obligations and terms of this contract shall remain in full force and effect for a period of ten (10) years from the date of signing by all parties to this Agreement.

(B) Project-Specific Application

This contract shall govern each individual project assigned to the Contractor as outlined in the respective Project Document(s).

(C) Discretionary Work Assignment

Monolith Solutions Inc. retains the sole discretion to provide or not provide the Contractor with project work. The provision of continuous project work provided by Monolith Solutions Inc. is not an ongoing obligation.

7.2 Termination

(A) Termination for Violation

In the event that the Contractor is found to be in violation of this Agreement or any terms outlined in the Project Document, Monolith Solutions Inc. reserves the right to terminate the Contractor from the project. Such termination shall be effective immediately upon notification to the Contractor.

(B) Remediation Responsibility

Upon termination, the Contractor shall be required to remediate any damages or issues caused as a result of the violation of this Agreement or the Project Document.

(C) Payment Upon Termination

In the event of termination, the Contractor shall be entitled to compensation for services rendered up to the effective date of termination. Monolith Solutions Inc. shall make payment for these services within 30 days of the effective date of termination. Any outstanding amounts, reimbursements, or expenses owed to the Contractor at the time of termination shall be included in this final payment.

  1. Independent Contractor Status

8.1 Independent Contractor Status

(A) Independent Contractor

The Contractor is acknowledged as an independent contractor and is not considered an employee of Monolith Solutions Inc. during the term of this Agreement.

(B) Potential Employment

It is understood that the Contractor may be offered employment by Monolith Solutions Inc. at a future date. In such a case, any employment agreement entered into shall supersede and replace the terms and conditions outlined in this independent contractor agreement.

(C) Benefits

The Contractor is responsible for arranging and providing their own benefits, including healthcare, retirement plans, and insurance coverage.

8.2 Tax and Benefits Responsibility

(A) Tax and Benefit Obligations

The Contractor is solely responsible for fulfilling their own tax obligations, including but not limited to income taxes, payroll taxes, and any other applicable taxes. See section 4.3.

  1. Representations and Warranties

9.1 Authority and Expertise

(A) Authority to Enter Agreement

The Contractor represents and warrants that they have the full authority to enter into this Agreement, and that they possess the legal capacity and authority to agree to the terms and obligations set forth in this agreement.

(B) Skills and Expertise

(1) The Contractor further represents and warrants that they have the necessary skills, qualifications, and expertise required to perform the services described in the Project Document in a professional and competent manner.

(2) If it is discovered that the Contractor has falsified their qualifications or has otherwise deliberately misled Monolith Solutions Inc. under false pretenses regarding their possession of the necessary skills, qualifications, and expertise required to perform the services described in the Project Document, the contractor will be terminated from the project, and may be subject to legal action. In such a case, the provisions under section 7.2(C) shall become null and void, and the Contractor shall not be entitled to compensation for inadequate or unusable work.

9.2 Compliance with Laws and Regulations:

(A) Legal Compliance

The Contractor hereby warrants and guarantees that all services performed under this Agreement shall be conducted in strict compliance with all federal, state, provincial, and local laws and regulations applicable within Canada and specifically within the province of Alberta. This includes adherence to all statutory, regulatory, insurance, and licensing requirements relevant to the services provided.

  1. Indemnification

10.1 Contractor's Indemnification

(A) General Indemnity

The Contractor agrees to indemnify, defend, and hold harmless Monolith Solutions Inc., its officers, directors, employees, and agents (collectively referred to as "Indemnified Parties") from and against any and all claims, demands, losses, liabilities, expenses, damages, or judgments, including attorney's fees and costs (collectively referred to as "Claims"), arising out of or related to any act, omission, negligence, or willful misconduct of the Contractor, its employees, subcontractors, or agents in connection with the performance of this Agreement.

(B) Scope

The indemnification provided herein shall apply to Claims arising from, but not limited to:

(1) Personal injury, including death, or damage to tangible property,

(2) infringement of intellectual property rights

(3) breach of confidentiality

(4) violation of applicable laws or regulations, and

(5) any failure to meet the standard of care or professional competence required under this Agreement.

(C) Notice of Claim

In the event that the Indemnified Parties become aware of a legal claim for which they believe they are entitled to indemnification, they are required to promptly inform the Contractor in writing about the claim.

(D) Right to Control and Participate in Defense

The Contractor, upon receiving notice of the claim, shall have the right to assume control of the defense against such Claim, and both the Contractor and the Indemnified Parties shall participate in the defense at their own expense and with counsel of their choosing.

(E) Settlement Restrictions

The Contractor shall not settle any Claim in a manner that imposes any obligation or admission of liability on the Indemnified Parties without prior written consent.

(F) Cooperation

The Contractor shall cooperate fully with the Indemnified Parties in the defense of any Claim, including providing all necessary information, documents, and access to personnel as reasonably required.

10.2 Survival of Obligations

(A) Termination or Expiration

The indemnification obligations under this Section 10 shall survive the termination or expiration of this Agreement.

(B) Limitation of Liability

Notwithstanding anything to the contrary in this Agreement, the Contractor's total liability under this indemnification provision shall not exceed the total compensation paid to the Contractor, plus all legal fees associated with any related Claims.

  1. Dispute Resolution

11.1 Informal Resolution

(A) Contractor's Dispute

In the event that a dispute arises from the actions or decisions of the Contractor, the Contractor agrees to promptly inform Monolith Solutions Inc. of the dispute. Both parties shall engage in active correspondence with the aim of negotiating and achieving an amicable settlement in good faith, that is favorable to the interests of both parties.

(B) Monolith Solutions' Dispute

Conversely, if a dispute arises from the actions or decisions of Monolith Solutions Inc., the Contractor agrees to maintain timely correspondence and make reasonable efforts to resolve the dispute amicably, in good faith, and in a timely manner.

11.2 Legal Proceeding

(A) Jurisdiction

Should an amicable resolution not be achievable through informal negotiations, and if a legal proceeding becomes necessary to address the dispute, all parties agree that the dispute shall be resolved in accordance with the laws of Alberta, Canada.

(B) Provincial Court

The parties further agree that any legal proceeding resulting from the dispute shall be conducted in the provincial court of Alberta, where applicable.

  1. Governing Laws

12.1 Jurisdiction

(A) Governing Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of the province of Alberta, Canada, without regard to its conflict of law principles.

(B) Exclusive Jurisdiction

Any legal actions, proceedings, or disputes arising from or related to this Agreement shall be subject to the exclusive jurisdiction of the provincial court located within Alberta, Canada.

  1. Amendments

13.1 Mutual Agreement

(A) Amendment Authority

Monolith Solutions Inc. or the Contractor may propose amendments to this Agreement at any time.

(B) Mutual Agreement

Any proposed amendments to this Agreement shall require mutual agreement between Monolith Solutions Inc. and the Contractor.

(C) Signature Requirement

For an amendment to be effective, it must be signed by both Monolith Solutions Inc. and the Contractor, indicating their mutual consent and acceptance of the proposed changes.

  1. Entire Agreement

14.1 Entire Agreement

(A) Comprehensive Understanding

This Agreement, including all its attachments, exhibits, and incorporated or referenced documents, constitutes the entire understanding and agreement between Monolith Solutions Inc. and the Contractor.

(B) Supersedes Prior Agreements

This Agreement supersedes all prior or contemporaneous agreements, understandings, representations, and negotiations, whether oral or written, between the parties related to the subject matter herein. This agreement may also be superseded by an employment agreement as outlined in section 8.1(B).

(C) No Reliance on Unwritten Representations

The parties acknowledge that they have not relied on any representations, promises, or agreements outside the terms of this Agreement.

(D) Modifications in Writing

Any modifications, amendments, or changes to this Agreement must be in writing and signed by both Monolith Solutions Inc. and the Contractor to be valid and enforceable, as outlined in section 13.

  1. Severability

15.1 Severability

(A) Severability Clause

In the event that any provision or part of this Agreement is determined to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall remain in full force and effect to the maximum extent permitted by law.

(B) Modification of Invalid Provisions

The parties agree that any invalid, illegal, or unenforceable provision or part thereof shall be modified or replaced with a valid and enforceable provision that achieves, to the greatest extent possible, the original intent and purpose of the Agreement.

(C) Effect on Other Agreements

The invalidity, illegality, or unenforceability of any provision in this Agreement shall not affect or impair the validity, legality, or enforceability of any other provision or part of this Agreement or any other agreements entered into between the parties.

  1. Force Majeure

16.1 Force Majeure Event

(A) Definition

For the purposes of this Agreement, a "Force Majeure Event" shall include any event or circumstance beyond the reasonable control of the affected party, including but not limited to acts of nature, fire, flood, earthquake, pandemic, epidemic, war, terrorism, riot, government action, labor disputes, supplier failures, or any other similar event.

(B) Force Majeure Event Liability

Neither party shall be liable for any failure or delay in the performance of their respective obligations under this Agreement, or for any loss or damage, if such failure, delay, loss, or damage is caused by a Force Majeure Event.

16.2 Notice and Mitigation

(A) Notice Requirement

In the event of a Force Majeure Event affecting either party's ability to perform their obligations under this Agreement, the affected party shall promptly provide written notice to the other party detailing the nature of the Force Majeure Event and its expected duration.

(B) Mitigation Efforts

The party affected by the Force Majeure Event shall make reasonable efforts to mitigate the impact of such an event and resume their obligations under this Agreement as soon as reasonably possible.

16.3 Suspension of Obligations

(A) Suspension of Obligations

During the period in which a Force Majeure Event prevents or hinders the affected party's performance, the obligations of both parties under this Agreement may be suspended to the extent necessary.

(B) Extension of Time

The time for the affected party to perform their obligations under this Agreement shall be extended by the duration of the Force Majeure Event and any reasonable time required for recovery.

16.4 Termination

(A) Termination Right

If a Force Majeure Event substantially prevents, frustrates, or delays the performance of this Agreement for a period deemed unacceptable by Monolith Solutions or the Contractor, either party shall have the right to terminate this Agreement upon written notice to the other party, without liability, except for payment obligations accrued up to the date of termination. This clause shall not supersede section 9.

  1. Notices

17.1 Method of Communication

(A) Written or Logged Channels

Any formal communication, notification, or notice required or permitted under this Agreement may be conveyed through written or logged channels, which may include, but are not limited to, emails, the Project Document, and any other method that provides a verifiable record of communication.

17.2 Email Communication

(A) Primary Email Addresses

The primary method of communication between Monolith Solutions Inc. and the Contractor shall be via email. Each party shall provide and maintain a valid email address for this purpose.

(B) Responsibility for Email Communication

It is the responsibility of each party to monitor their designated email address for communication related to this Agreement and promptly respond to any emails received.

17.3 Project Document

(A) Project Document

The Project Document shall serve as an official record and communication channel for matters related to the project. Any notices, instructions, or updates specific to the project may be communicated through the Project Document.

17.4 Receipt of Notices

(A) Effective Delivery

Notices delivered via email or through the Project Document shall be considered effectively delivered upon transmission. For other written or logged channels, the effective delivery date shall be the date of recording or logging.

(B) Electronic Records

The parties agree that electronic records and logs, including email correspondence and entries in the Project Document, shall serve as official and verifiable records of communication between the parties.

17.5 Change of Contact Information

(A) Updating Contact Information

Both parties shall promptly inform the other party in writing of any changes to their contact information used for communication purposes, including email addresses and other relevant contact details.

  1. Assignment

18.1 Non-Assignable Obligations

(A) Contractor's Obligations

The Contractor acknowledges and agrees that their obligations and responsibilities as set forth in this Agreement are personal and specific to the Contractor. These obligations are not assignable, transferable, or delegable to any third party, individual, or entity without the prior written consent of Monolith Solutions Inc.

(B) Consent Requirement

Any attempt by the Contractor to assign, transfer, or delegate their obligations under this Agreement without the explicit written consent of Monolith Solutions Inc. shall be deemed null and void.

  1. Non-Compete and Non-Solicitation

19.1 Non-Compete Agreement

(A) Non-Compete Covenant

During the term of this Agreement and for a period of one (1) year after its termination or expiration, the Contractor agrees not to directly or indirectly engage in any business or activity that competes with the services offered by Monolith Solutions Inc. in Calgary.

(B) Scope of Non-Compete

The Contractor further agrees not to provide services that are substantially similar to or in competition with the services offered by Monolith Solutions Inc. to clients or customers of Monolith Solutions Inc. or any prospective clients or customers.

19.2 Non-Solicitation Agreement

(A) Non-Solicitation Covenant

During the term of this Agreement and for a period of two (2) years after its termination or expiration, the Contractor agrees not to directly or indirectly solicit, entice, or encourage any clients, customers, employees, contractors, or affiliates of Monolith Solutions Inc. to engage in business with any entity or individual other than Monolith Solutions Inc.

(B) Scope of Non-Solicitation

The Contractor further agrees not to induce or attempt to induce any clients, customers, employees, contractors, or affiliates of Monolith Solutions Inc. to terminate or alter their existing relationships with Monolith Solutions Inc.

19.3 Reasonable Restraint

(A) Acknowledgment of Reasonableness

The parties acknowledge and agree that the non-compete and non-solicitation covenants contained in this Section are reasonable and necessary to protect the legitimate interests of Monolith Solutions Inc.

(B) Enforceability

The parties intend for these covenants to be fully enforceable under applicable law. If a court of competent jurisdiction determines that any part of these covenants is unenforceable, the remaining provisions shall continue to be valid and enforceable to the fullest extent permitted by law.

19.4 Exceptions

(A) Exceptions to Non-Solicitation

Notwithstanding the above, the Contractor shall not be prohibited from engaging in general solicitations for employment or from responding to unsolicited inquiries from clients, customers, employees, contractors, or affiliates of Monolith Solutions Inc. regarding employment or business opportunities with entities other than Monolith Solutions Inc.

19.5 Geographic and Temporal Limitations

(A) Reasonable Limits

The parties agree that the geographic area and temporal duration of the non-compete and non-solicitation covenants are reasonable in light of the industry, services, and business interests involved.

  1. Subcontracting

20.1 Subcontracting Agreement

(A) Prohibition on Subcontracting

The Contractor shall not have the right to subcontract any or all of their obligations and responsibilities under this Agreement to any third party, individual, or entity without obtaining the explicit prior written permission of Monolith Solutions Inc.

(B) Written Permission Requirement

Any subcontracting arrangement, if permitted by Monolith Solutions Inc., shall be subject to the specific terms and conditions outlined in a separate written subcontracting agreement. The subcontracting agreement shall be executed by all relevant parties and shall be in compliance with the terms of this Agreement.

20.2 Non-Delegable Responsibilities

(A) Contractor's Responsibility

Regardless of any approved subcontracting arrangements, the Contractor remains fully responsible for the satisfactory performance and completion of all obligations under this Agreement.

20.3 Exceptional Circumstances

(A) Exceptional Circumstances

In exceptional circumstances, Monolith Solutions Inc. may grant written permission for subcontracting. Such permission shall be granted at the sole discretion of Monolith Solutions Inc. and shall not establish a precedent for future subcontracting.

 

  1. Quality Assurance

21.1 Project Document Standards

(A) Standards and Expectations

The standards, expectations, and criteria for the quality of work, deliverables, and services to be provided by the Contractor under this Agreement shall be explicitly defined as part of the Project Document.

(B) Adherence to Project Document

The Contractor shall adhere to and meet the quality standards and expectations specified within the Project Document. It is the Contractor's responsibility to thoroughly review and understand these standards and expectations.

21.2 Quality Assurance

(A) Commitment to Quality

The Contractor commits to delivering services and work products of the highest quality in accordance with the standards and expectations set forth in the Project Document.

(B) Continuous Improvement

The Contractor shall actively engage in quality assurance processes and continuous improvement efforts to ensure that the services and deliverables consistently meet or exceed the defined standards and expectations.

21.3 Project Document as Reference

(A) Reference for Quality

In any instance of ambiguity or dispute regarding the quality of work or deliverables, the Project Document shall serve as the primary reference and source of truth for determining compliance with quality standards and expectations.

  1. Change Orders

22.1 Additional Work

(A) New Project Document

Any additional work or changes to the scope of work beyond what is initially defined in the Project Document shall be executed exclusively through the creation of a new Project Document. The new Project Document shall explicitly outline the revised scope, timelines, and any associated costs related to the requested changes.

22.2 Request for Changes

(A) Three Days' Notice

In the event that the Contractor identifies the necessity for changes to the scope of work, the Contractor shall submit a written request for such changes to Monolith Solutions Inc. with a minimum of three (3) business days’ notice before the requested changes are expected to take effect.

22.3 Timely Notification of Delays

(A) Notification of Delays

In the event that any delays in the execution of work arise due to unexpected circumstances or factors beyond the Contractor's control, the Contractor shall promptly notify Monolith Solutions Inc. as soon as possible. This notification shall include a detailed description of the delay and its potential impact on the project timeline.

22.4 Approval of Changes

(A) Official Communications

Changes to the scope of work, as outlined in a new Project Document, must be approved by both parties through official written communications. Such approval shall be documented and recorded in writing, with explicit acknowledgment by both Monolith Solutions Inc. and the Contractor.

  1. Ownership of Tools and Equipment

23.1 Provision of Tools and Licenses

(A) Staging Environment and Tools

Monolith Solutions Inc. shall provide the necessary staging environment, software licenses, or tools required for the successful completion of the project.

(B) Ownership Retained

Monolith Solutions Inc. expressly retains ownership of all staging environments, software licenses, and tools provided to the Contractor for the duration of the project.

23.2 Restricted Use

(A) Limitation on Use

The staging environments, software licenses, and tools provided by Monolith Solutions Inc. are exclusively intended for use within the scope of the project and for purposes directly related to the project.

(B) Prohibition of External Use

The Contractor shall not, under any circumstances, utilize these staging environments, software licenses, or tools for purposes outside the scope of the project or for any other projects, clients, or personal use.

  1. Artificial Intelligence and Large Language Model usage

24.1 Notification of AI or LLM Usage

(A) Contractor's Obligations

(1) The Contractor is required to promptly notify Monolith Solutions Inc. if they intend to use any form of Artificial Intelligence (AI) or Large Language Model (LLM) to assist in the completion of a project.

(2) The Contractor shall take all necessary measures to ensure the protection and confidentiality of sensitive information, including data provided by Monolith Solutions Inc. and its clients, throughout the use of AI or LLM. Monolith Solutions Inc. reserves the right to verify and ensure that all AI or LLM usage by the Contractor complies with applicable data privacy and confidentiality requirements. The Contractor shall cooperate fully with any such verification processes initiated by Monolith Solutions Inc.

(3) The Contractor acknowledges that non-compliance with data privacy and confidentiality requirements related to AI or LLM usage may result in legal consequences, including but not limited to penalties, fines, or legal actions.

24.2 Consent for AI Usage

(A) Express Consent Required

Prior to the use of any AI or LLM platforms or technologies for project-related work, the Contractor must obtain express written consent from Monolith Solutions Inc. Consent must be obtained in advance of AI usage and in accordance with the procedures outlined by Monolith Solutions Inc.

24.3 Project-Specific AI Usage

(A) Project Document Disclosure

Some projects may explicitly prohibit the use of AI or LLM, or may have specific requirements regarding AI or LLM usage. Any such restrictions or requirements related to AI usage will be clearly disclosed in the Project Document for that project.

  1. Portfolio Usage Rights

25.1 Usage of Project in Portfolio

(A) Contractor's Portfolio

The Contractor acknowledges that they may desire to showcase completed projects in their professional portfolio, including but not limited to, on their website, in promotional materials, and during business presentations.

25.2 Requirement for Consent

(A) Express Written Consent

The Contractor shall not include any project, work, or materials related to the projects executed under this Agreement in their portfolio or for promotional purposes without obtaining express written consent from Monolith Solutions Inc.

(B) Consent Request

To seek consent for portfolio usage, the Contractor shall submit a written request to Monolith Solutions Inc., specifying the project(s) and intended use. Consent shall be granted or denied at the sole discretion of Monolith Solutions Inc.

25.3 Conditional Use of Project in Portfolio

(A) Conditional Use

If Monolith Solutions Inc. grants written consent for the inclusion of a project in the Contractor's portfolio, such consent may be conditional upon certain terms or restrictions as specified by Monolith Solutions Inc. These conditions shall be explicitly outlined in the written consent, and may be withdrawn with notice at any time.

 

I, hereby certify that I have carefully read, fully understand, and agree to all the terms and conditions outlined in this Agreement, including all sections, attachments, and incorporated documents. I acknowledge my responsibilities, obligations, and commitments as detailed herein.


By signing below, I acknowledge that I am entering into this Agreement of my own volition and consent. I understand that failure to comply with the terms herein may result in legal consequences and other liabilities.

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