# Axeon Prime: Enterprise Client Agreements

These are the operational legal documents required to close and deploy the **Automated Infrastructure Graft**. You can embed these directly into your Stripe Checkout flow as a "Clickwrap" agreement, or load them into DocuSign for enterprise procurement officers.

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## 1. Mutual Non-Disclosure Agreement (mNDA)
*Purpose: Secures trust before you ingest their internal architecture data.*

**1. Definitions of Confidential Information:** 
"Confidential Information" includes, but is not limited to, proprietary software architecture, internal operational bottlenecks, financial data, APIs, and algorithmic strategies disclosed by either party during the deployment of the Automated Infrastructure Graft.

**2. Non-Disclosure Obligations:**
Both parties agree to cryptographically secure and airgap all Confidential Information. Axeon Prime will not disclose the Client's internal workflows to any third party. The Client will not reverse-engineer, duplicate, or disclose the underlying AI logic, tensor models, or infrastructure topology provided by Axeon Prime.

**3. Term:** 
This agreement remains in effect in perpetuity for trade secrets, and for five (5) years following the termination of the service agreement for all other Confidential Information.

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## 2. Master Services Agreement (MSA)
*Purpose: The overarching contract governing the relationship, liability, and payment.*

**1. Scope of Services:** 
Axeon Prime ("Provider") agrees to deploy and maintain an Automated Infrastructure Graft ("The System") for the Client. The System is designed to eliminate manual data workflows via AI integration and sovereign infrastructure deployment.

**2. Payment, Annual Retainer, and The Efficiency Tax:** 
The Client agrees to an upfront Annual Retainer, payable in advance via Stripe, scaled by deployment tier: $25,000 USD (Tier 1), $75,000 USD (Tier 2), or $150,000 USD (Tier 3). Furthermore, Axeon Prime operates on a performance-aligned "Efficiency Tax." At the conclusion of each calendar month, the total capital salvaged by the Automated Infrastructure Graft (measured against the Client's pre-deployment manual baseline) will be calculated. Axeon Prime commands a strict Efficiency Tax on all recovered capital, scaled by deployment tier: 25% for Tier 1 and Tier 2 deployments, and 15% for Tier 3 deployments. Failure to remit the Annual Retainer or the Monthly Efficiency Tax invoice within 3 business days will result in an automated, hard cessation of all pipeline compute.

**3. Intellectual Property (IP) Ownership:**
Axeon Prime retains 100% exclusive ownership of all underlying source code, AI models, routing logic, and infrastructure architecture. The Client is granted a non-exclusive, revocable license to utilize the output of The System solely for their internal operations while their Annual Retainer remains active. 

**4. Limitation of Liability:** 
Axeon Prime provides The System "AS IS" without warranty of continuous operation. In no event shall Axeon Prime be liable for indirect, incidental, or consequential damages, including lost profits or data loss. Maximum liability is strictly capped at the pro-rated monthly equivalent of the Client's active Annual Retainer.

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## 3. Service Level Agreement (SLA) & Statement of Work (SOW)
*Purpose: Defines exactly the scope of execution covered by the Annual Retainer.*

**1. Deployment Timeline:** 
Following successful payment capture, Axeon Prime will provision the Client's isolated compute environment and API keys within twenty-four (24) hours.

**2. Uptime Guarantee:** 
Axeon Prime guarantees a 99.9% uptime for the Automated Infrastructure Graft, excluding scheduled maintenance windows (Sundays 02:00-04:00 UTC). 

**3. Scope of the Graft:**
The Annual Retainer includes:
- Deployment of one (1) bespoke AI-driven data pipeline.
- Secure API routing and automated reporting generation.
- Up to 100 hours of underlying serverless compute time per month.
- Priority zero-day patching and architecture hardening.

**4. Out of Scope:** 
Any requests for additional pipelines, front-end UI development, or entirely new AI agents outside the original workflow parameter will require a separate Statement of Work and an augmented retainer fee.