AI Agent Build & IP Assignment Agreement (Australian Laws) Date: 5th March 2026 Parties: 1. Client/Owner: DANICA PANIA CONWELL – 16 Westbury Grove St Kilda East (“Client”) 2. Builder/Contractor: [Builder full legal name / entity] of [address] (“Builder”) Together, the “Parties”. 1) Purpose The Client is engaging the Builder to design, develop, configure and deliver AI agents and related software/workflows described in Schedule 1 (“Deliverables”). The Client’s intention is to own and control the Deliverables and commercialise them (including sale/licensing). 2) Services 2.1 The Builder will perform the services described in Schedule 1 (“Services”) using professional skill and care. 2.2 The Builder will follow the Client’s reasonable directions and priorities. 2.3 The Builder must not materially change architecture, data flows, security posture, or scope without written approval. 3) Deliverables & Acceptance 3.1 Deliverables include all items listed in Schedule 1, plus any improvements, updates, variations, bug fixes, and derivative works created during the engagement. 3.2 Within [5] business days of delivery, the Client may: (a) accept; (b) accept with minor defects; or (c) reject with reasons. 3.3 Builder must promptly fix defects at no extra cost where the Deliverable doesn’t meet Schedule 1. 4) Fees & Payment 4.1 Fees: [hourly rate / fixed price] + GST (if applicable). 4.2 Payment schedule: [deposit / milestone / weekly invoices]. 4.3 IP transfer is conditional on payment of the relevant invoice(s) for that work. Once paid, the IP assignment in clause 5 applies automatically. 5) Intellectual Property Ownership (Critical) 5.1 Client Background IP: The Client owns all pre-existing ideas, business logic, product concepts, prompts, specifications, brand, domain names, customer lists, and materials supplied by the Client (“Client Background IP”). Nothing transfers to the Builder. 5.2 Builder Background IP: The Builder retains ownership of pre-existing tools, templates, libraries, code, or know-how created independently of this Agreement (“Builder Background IP”). 5.3 Project IP (Work Made for Hire / Assignment): To the maximum extent permitted by law, the Builder assigns to the Client all worldwide right, title and interest in: • the Deliverables; • all source code, workflows, agent logic, prompt libraries, system prompts, tool specs, schemas, integrations, training data created/curated for Client, retrieval pipelines, evaluation harnesses; • documentation, diagrams, UI, scripts, automations; • and all improvements/derivatives created in the course of the Services (collectively, “Project IP”). This assignment is effective upon payment for the relevant work (clause 4.3). 5.4 Moral Rights Consent: The Builder consents to the Client doing or not doing anything that may otherwise infringe the Builder’s moral rights in the Project IP (including editing, adapting, commercialising, and not attributing authorship). 5.5 No Reuse of Client-Specific Assets: The Builder must not reuse, disclose, resell, publish, or repurpose Client Background IP or Project IP (including prompts/workflows unique to Client) for any other client or product. 6) Licence Back (Only if needed) If any Builder Background IP is embedded in the Deliverables and cannot be reasonably separated, Builder grants the Client a perpetual, worldwide, royalty-free, transferable licence to use, modify, sublicense and commercialise it as part of the Deliverables. 7) Confidentiality / Non-Disclosure 7.1 Confidential Information includes the Client’s concept, roadmap, pricing, workflows, prompts, data, security methods, and all Deliverables/Project IP. 7.2 Builder must keep Confidential Information secret and use it only to perform the Services. 7.3 This obligation continues for 5 years after termination (trade secrets indefinitely). 8) Non-Circumvention (Protects you from him going around you) The Builder must not approach, solicit, contract with, or provide substantially similar services to the Client’s identified prospects/clients/investors/partners introduced through the Client, for [12–24] months, without written consent. 9) Data Protection & Security 9.1 Builder will follow reasonable security practices: least-privilege access, 2FA, encrypted storage, no sharing credentials, no public repos unless approved. 9.2 Builder must not upload Client confidential data to third-party AI tools unless the Client approves the specific tool and settings. 9.3 If there is a data breach or suspected breach, Builder must notify Client within 24 hours. 10) Open Source & Third-Party Components 10.1 Builder must provide a list of all third-party services, APIs, models, libraries, and open-source components used. 10.2 Builder must not include “copyleft” open-source (e.g., AGPL/GPL) in a way that forces Client to disclose proprietary code, unless Client approves in writing. 10.3 Builder warrants they have rights to use all third-party components as delivered. 11) Warranties Builder warrants that: a) Deliverables are original to Builder/Client or properly licensed; b) Deliverables do not knowingly infringe third-party IP; c) Builder has full power to assign the Project IP; d) Work will be performed with due care and skill. 12) Indemnity (IP infringement) Builder indemnifies the Client for third-party claims arising from Builder’s breach of clause 11 (including IP infringement due to Builder’s code/assets), except to the extent caused by Client-provided materials. 13) Independent Contractor Builder is an independent contractor, not an employee/partner/joint venturer. 14) Term & Termination 14.1 Term starts on the Date and continues until completion or termination. 14.2 Client may terminate for convenience with [7] days’ notice. 14.3 Either party may terminate immediately for material breach not cured within [7] days of notice. 14.4 On termination, Builder must deliver all work-in-progress, files, credentials, repos, documentation, and a handover note within 48 hours. 15) Handover & Access Builder must maintain work in Client-controlled systems where practical: • Repo: [GitHub/GitLab] under Client org • Docs: [Notion/Google Drive] owned by Client • Cloud accounts: Client-owned Builder will not withhold access for any reason other than unpaid invoices relating to that work. 16) Publicity Builder must not announce, post, or include the work in a portfolio without written permission. 17) Dispute Resolution Parties will try to resolve disputes in good faith within 14 days. If unresolved, mediation in Victoria, Australia before court proceedings. 18) Governing Law This Agreement is governed by the laws of Victoria, Australia. 19) Entire Agreement This is the entire agreement and overrides prior discussions. Amendments must be in writing and signed. Schedule 1 — Scope (fill this in) Project Name: [ ] Goal: Build AI agents that [one sentence]. Agents: 1. Agent A: [role, inputs, outputs, tools] 2. Agent B: … Tech Stack: [OpenAI/Claude], [LangChain?], [DB], [hosting], etc. Integrations: [email, calendar, CRM, Stripe, etc.] Deliverables: • Source code + repo access • Prompt library + system prompts + tool specs • Setup instructions + deployment steps • Admin panel (if any) • Tests/evaluation harness (if any) • Security notes Milestones: [M1 date/output], [M2…] Definition of Done: [working demo + docs + handover] Schedule 2 — Fees (optional) Rate / fixed, milestones, invoice frequency, payment method. Signatures Client/Owner: _______________________ Date: ________ Name: [ ] Builder/Contractor: ___________________ Date: ________ Name: [ ] What to do right now (so you’re protected fast) 1. Put the work in a repo owned by you (your GitHub org). 2. Make sure clause 5 (Project IP assignment) stays intact. 3. Don’t let him start with “we’ll sort IP later.” That’s how you lose it. If you tell me: (a) are they a freelancer or a dev agency, (b) are you paying hourly or fixed, and (c) what country they’re in, I’ll tighten the weak spots (jurisdiction, tax/GST, and enforceability) in 2 minutes. - this is the contract has it got everything for this kind of contract and can it be legalised he lives in chicago i live in melbourne. thanks