Services and Engagement Agreement

1The parties

Each is a "Party" and together the "Parties." The Effective Date is the date of the last signature.

2What MetAiBlock does

MetAiBlock provides AI advisory and implementation services: workflow discovery, measurement, prioritization, roadmapping, and AI development and orchestration. This engagement is Phase 1, the AI Workflow Discovery Sprint. It is outcome-based: Client is paying for the defined deliverables and the judgment behind them, not for hours or seats.

3How the outcome is produced

The rapid discovery is not automation alone, and this is not a passive analysis. MetAiBlock's deep knowledge of business processes, and of the methodologies the AI platform applies, is what makes the discovery fast and accurate. That same expertise is tied directly to the work the platform performs.

Together, MetAiBlock's expertise and the platform produce the measured, prioritized result, and they lay the foundation for measurable AI adoption across the organization. Client is paying for applied expertise paired with the right technology, delivering an outcome Saalex can build on.

4The third-party AI software

The engagement runs on a third-party AI software platform that Saalex licenses directly from the provider. Acquiring and maintaining this license is required to produce the promised outcome. MetAiBlock's fee is separate and is for its own expertise, analysis, configuration, and roadmap work.

The licenses are transferable and can be rotated. Once the HR team's discovery is complete, the same participant licenses can move to the next team. Saalex paces the engagement across the organization on one license investment, rather than paying again per team. The license and the vendor's terms are between Saalex and the vendor; MetAiBlock helps select, configure, and install it and facilitates the vendor relationship.

5What Saalex walks away with

Delivery is principally the final report and the prioritized roadmap, plus a new internal knowledge base Saalex owns. In full, the ten Phase 1 outcomes:

• Optimization insight: which specific pieces are worth going after
• Real measurability: hours per process and frequency, tied to dollars
• Hidden-process discovery: workflows the org cannot see today
• Systems visibility across the team
• Ground truth of the real work people do
• A clear, data-based strategy that replaces guesswork
• Prioritization synced to the roadmap
• The forward roadmap itself, delivered as part of this stage
• A new internal knowledge base Saalex owns
• Security and compliance built in (Section 8)

6What Saalex provides

• One point of contact with authority to answer questions and relay access
• IT staff available for a short installation and configuration window
• The access and cooperation needed to capture workflow data and install the software
• Confirmation, before capture, of any data categories to exclude (Section 8)
• Timely review of and response to the deliverables

The timeline and fee assume Saalex meets these. Delays on Saalex's side may shift the schedule.

7Fees and payment

A material change in scope, or a delay or technical constraint on Saalex's side not known at signing, may change the fee or timeline, agreed in writing before any extra work.

8Delivery and acceptance

"Delivery" means MetAiBlock has provided the final report and the prioritized roadmap, sent electronically to Saalex's point of contact. Saalex has 7 days after Delivery to notify MetAiBlock in writing of any deliverable that materially falls short, and MetAiBlock will correct a confirmed shortfall within a reasonable time. If Saalex gives no written notice within 7 days, or uses the deliverables in its business, the deliverables are accepted and the balance is due.

9Data, security, and compliance

Compliance by design. The methods and the platform are designed to meet SOC 2, HIPAA, GDPR, and FERPA, as applicable to the data involved. Sensitive data is filtered and redacted before it leaves a device, and participant identities are anonymized by default.

• Government-contractor context. MetAiBlock will not access, capture, or store classified information, controlled unclassified information (CUI), covered defense information, or export-controlled data unless the Parties first agree in a written addendum, and only to the extent both may lawfully do so. Saalex remains responsible for identifying such data and for its own regulatory obligations.
• Flow-downs. If Saalex must flow down specific clauses (for example DFARS 252.204-7012 or NIST SP 800-171), the Parties add them by a short written addendum and they are covered under this Agreement.
• Excluded data. The Parties confirm any categories to exclude before capture. If none apply, capture proceeds under the standard filtering above; if any arise, they are handled the same way.
• Handling and return. MetAiBlock uses Client Data only for the Services and, on request after the engagement, returns or deletes it, except routine backups, which stay protected under Section 10.
• A Party discovering a security incident affecting the other's data notifies the other without undue delay.

10Confidentiality (mutual)

Each Party may receive the other's non-public information, including business, technical, workflow, personnel, security, and pricing information. All Client Data is Saalex's confidential information. The receiving Party uses it only to perform this Agreement, protects it with at least reasonable care, and does not disclose it except to staff or contractors bound by similar duties. These duties last during the engagement and for three years after, and indefinitely for trade secrets and personal data. A Party may disclose if legally compelled, after prompt notice where allowed.

11Ownership

12Warranties, disclaimers, and liability

• MetAiBlock will perform in a professional and workmanlike manner, and the deliverables will materially conform to this Agreement.
• The Services surface measured, prioritized, and roadmapped opportunities. MetAiBlock does not guarantee a specific dollar saving or business result, which depend on Saalex's own decisions and execution.
• The third-party platform is provided by its vendor "as is" as between the Parties, except the vendor's own warranties, which pass through. Other implied warranties are disclaimed to the extent allowed by law.
• Neither Party is liable for indirect or consequential damages. Except for confidentiality breaches, indemnity, and fees due, each Party's total liability is capped at the fees Saalex paid under this engagement.

13Term, cancellation, and termination

This Agreement runs from the Effective Date until the Services are complete and all fees are paid. Either Party may end it with 7 days written notice. Once MetAiBlock has begun the work, the deposit is non-refundable, and Saalex pays for work performed and deliverables prepared up to that point. The Data and Compliance, Confidentiality, Ownership, Warranties, Liability, and General sections survive termination.

14General

• MetAiBlock is an independent contractor. No partnership, employment, or agency is created.
• This Agreement is governed by the laws of the State of Florida. Exclusive venue is the state or federal courts in Broward County, Florida. The prevailing Party may recover reasonable attorneys' fees.
• This Agreement is the entire agreement and mirrors the proposal delivered to Saalex; if a commercial term differs, this Agreement controls. Changes are in writing and signed by both Parties.
• Neither Party assigns without the other's written consent, except to a business successor on notice.
• If a provision is unenforceable, the rest stays in effect. Neither Party is liable for delay from events beyond its reasonable control.
• This Agreement may be signed in counterparts and by electronic signature, each an original.

15Signatures

Effective date: