Service Agreement
AI-Powered Sponsorship Pipeline: Tristan Hamm
verityagentic.ai
Colorado, USA
This Service Agreement ("Agreement") is entered into as of _______________ ("Effective Date") between Annette Thompson, doing business as Verity Agentic ("Verity Agentic"), and Tristan Hamm ("Client"). The parties agree as follows:
Scope of Services
Verity Agentic agrees to design, build, and deploy a custom AI-powered sponsorship pipeline system (the "System") for Client. The System includes:
- Custom CRM: A purpose-built client relationship management system replacing Client's existing spreadsheet-based tracking.
- Prospecting Engine: Automated identification and qualification of brand sponsorship prospects aligned with Client's content categories (combat sports, equestrian and animal welfare, and outdoor lifestyle).
- Outreach Layer: Automated personalized outreach via Instagram Direct Message and email, sent in Client's voice, to qualified brand prospects identified by the System.
- Zoom Intelligence Layer: Automated transcription and AI analysis of Client's sales calls to surface next actions and opportunities.
- Deal Router: Automated routing of sponsorship opportunities valued under $15,000 to Client's boxer network, with automatic revenue-split calculation and tracking.
- Google Sheets Integration: Synchronization with Client's existing Google Sheets workflows.
Timeline
Work will begin following a 90-minute discovery call with Client and/or Client's team, to be scheduled within fourteen (14) days of the Effective Date. The System is expected to be live within two (2) to three (3) weeks following the discovery call. Timelines may be extended by delays attributable to Client, including failure to provide necessary account access, credentials, or approvals in a timely manner.
Compensation
(a) Upfront Fee. No payment is due upon execution of this Agreement. Verity Agentic will begin work at its own risk, with no retainer and no upfront cost to Client.
(b) Success Fee. Client agrees to pay Verity Agentic $15,000 USD upon the execution of the first brand sponsorship agreement between Client and a brand that was Sourced by the System, as defined below.
(c) Definition of "Sourced by the System." A brand is considered Sourced by the System if the System initiated the initial identification of, or outreach to, that brand prior to any executed sponsorship agreement. Brands with whom Client had an active, documented negotiation in progress prior to System go-live are expressly excluded. Client agrees to provide Verity Agentic with a list of any such existing active prospects within seven (7) days of System go-live.
(d) Ongoing Support. Post-launch support, maintenance, and system updates are not included in the Success Fee. Such services are available separately and will be billed at rates agreed upon in writing by the parties prior to the commencement of any such additional work.
No-Performance Termination
If no qualifying brand sponsorship agreement (as defined in Section 3(b) and 3(c)) is executed within twelve (12) months of the System go-live date ("Performance Period"), Verity Agentic may, at its sole discretion, terminate this Agreement upon written notice to Client. In such event, no Success Fee shall be owed by Client, and neither party shall have any further obligation to the other under this Agreement.
Intellectual Property
(a) Core Engine. The AI pipeline, outreach automation framework, data enrichment system, deal routing logic, prompt architecture, and all underlying technology that powers the System (collectively, the "Core Engine") are and shall remain the sole and exclusive property of Verity Agentic. The Core Engine is never transferred to Client under any circumstances, including after payment of the Success Fee. Verity Agentic expressly retains the right to deploy the Core Engine for other clients.
(b) Client Instance and License. Upon payment of the Success Fee, Verity Agentic grants Client a perpetual, non-exclusive, non-transferable license to continue using Client's dedicated instance of the System. This license covers Client's access to the System as configured for Client's account and does not include the right to copy, resell, sublicense, or transfer the Core Engine or any portion of it.
(c) Client-Specific Deliverables. Upon payment of the Success Fee, Verity Agentic will deliver to Client any client-specific configuration files, including custom prompt templates, audience scoring rules, and voice profile settings developed specifically for Client ("Client Deliverables"). Client owns the Client Deliverables. The Client Deliverables do not include the Core Engine.
(d) Client Data. All prospect records, conversation histories, deal data, and other data generated through Client's use of the System ("Client Data") are owned by Client. Verity Agentic will provide Client Data in an exportable format upon request at any time, including upon termination.
(e) Verity Agentic IP. All other intellectual property developed by Verity Agentic in connection with this Agreement, including improvements to the Core Engine made during the engagement, belong exclusively to Verity Agentic.
Client Responsibilities
Client agrees to:
- Schedule and participate in the 90-minute discovery call within fourteen (14) days of signing this Agreement;
- Provide Verity Agentic with necessary access to accounts, platforms, and information required to build and operate the System;
- Designate a single point of contact for build-phase communication;
- Review and approve System configurations in a timely manner; and
- Notify Verity Agentic promptly of any brand deals in progress that should be excluded under Section 3(c).
Confidentiality
Each party agrees to keep the terms of this Agreement, and any non-public information shared by the other party in connection with this Agreement, confidential and not to disclose such information to any third party without the disclosing party's prior written consent, except as required by applicable law.
Limitation of Liability
Verity Agentic's total cumulative liability under this Agreement shall not exceed the total amounts actually paid by Client to Verity Agentic under this Agreement. In no event shall Verity Agentic be liable for lost profits, lost revenue, loss of business opportunity, or any indirect, incidental, special, or consequential damages, even if advised of the possibility of such damages.
No Guarantee of Results. Verity Agentic makes no representation or guarantee regarding the number of sponsorship deals, amount of revenue, or any specific business outcome that may result from use of the System. Results will depend on factors outside Verity Agentic's control, including Client's market, audience, and brand relationships.
Independent Contractor
Verity Agentic is an independent contractor. Nothing in this Agreement creates or implies an employment, partnership, joint venture, or agency relationship between the parties.
Governing Law and Dispute Resolution
This Agreement is governed by the laws of the State of Colorado, without regard to its conflict of law provisions. Any dispute arising out of or relating to this Agreement shall first be subject to good-faith negotiation between the parties for a period of thirty (30) days. If unresolved after that period, disputes shall be submitted to binding arbitration in Colorado under the Commercial Arbitration Rules of the American Arbitration Association.
Entire Agreement
This Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior discussions, representations, understandings, and agreements, whether written or oral, between the parties relating to that subject matter. Amendments to this Agreement must be in writing and signed by both parties.
Signatures
By signing below, the parties agree to be bound by the terms of this Agreement.