Legal templates

# Data Processing Agreement · template structure

## 1 · Parties
Client (Controller) · Alian Software Pvt Ltd · Alian AI division (Processor)

## 2 · Subject matter
Processing of personal data necessary for the AI engagement defined in the
underlying SOW. Scope, duration, and nature of processing detailed in
Appendix A.

## 3 · Roles + responsibilities
Client = Data Controller (determines purposes + means).
Vendor = Data Processor (acts on documented instructions).

## 4 · Categories of data
- [Categories per engagement: name, email, company, problem statement, etc.]
- Sensitive categories require Appendix B sign-off (PHI, financial, biometric).

## 5 · Data subject rights
Vendor will assist Client in responding to access, rectification, erasure,
restriction, and portability requests within 5 business days of request.

## 6 · Security measures
- Encryption in transit (TLS 1.2+) and at rest (AES-256)
- Access controls per the principle of least privilege
- SOC 2 in progress; current control list available on request
- Annual penetration testing
- Incident response plan with 24-hour notification SLA

## 7 · Sub-processors
Anthropic · OpenAI · Vercel · Supabase / Neon · Resend
(Current list maintained at /legal/subprocessors)

Each sub-processor bound by its own DPA. New sub-processors require 30 days
prior written notice to Client.

## 8 · International data transfers
SCCs (Standard Contractual Clauses) attached as Appendix C for any
EU → non-EU transfer. India DPDP-compliant transfer mechanisms also
documented.

## 9 · Audit rights
Client may audit Vendor's compliance with this DPA once per calendar year
on 30 days notice, at Client's expense. Vendor will also provide its own
audit reports (SOC 2 Type II when available).

## 10 · Breach notification
Notification within 24 hours of confirmed material breach. Details required
per GDPR Article 33 / DPDP equivalents.

## 11 · Data deletion
Personal data deleted or returned within 30 days of engagement close,
unless retention required by law.

## 12 · Liability
Per the underlying MSA. Standard carve-outs for fraud and gross negligence.

---

For the full executable version (40+ pages, redlined for various
jurisdictions), email legal@aliansoftware.net.

# Master Service Agreement · template structure

## 1 · Parties + effective date
Client · Alian Software Pvt Ltd · effective [DATE]

## 2 · Definition of services
Vendor provides AI consulting, design, development, deployment, and
support services. Specific engagements scoped via individual SOWs that
incorporate this MSA by reference.

## 3 · Engagement structure
SOWs may use one of three pricing models:
- Fixed-fee Sprint
- Monthly Retainer
- Hourly / Time-and-Materials

Each SOW specifies model, scope, deliverables, acceptance criteria,
timeline, and fees.

## 4 · IP ownership
**Vendor work product (code, prompts, configurations, agent definitions,
eval suite, documentation):** assigned to Client upon final payment of
the relevant SOW.

**Vendor's pre-existing IP** (frameworks, templates, methodology): Vendor
retains ownership; Client receives a non-exclusive, royalty-free,
perpetual license to use as needed for the engagement output.

**Client's pre-existing IP** (data, brand assets, existing code): Client
retains ownership; Vendor receives a limited license to use solely for
performance of the engagement.

## 5 · Confidentiality
Mutual confidentiality. Each party protects the other's confidential info
with the same care it uses for its own (not less than reasonable care).
Survives termination by 5 years.

## 6 · Warranties
Vendor warrants services will be performed in a professional and
workmanlike manner consistent with industry standards. Code deliverables
materially conform to Specifications for 30 days post acceptance.

DISCLAIMER OF IMPLIED WARRANTIES per standard commercial-software practice.

## 7 · Limitation of liability
Each party's aggregate liability under this MSA + all SOWs combined is
capped at the total fees paid in the 12 months preceding the claim.

Standard carve-outs for indemnity obligations, breach of confidentiality,
fraud, and gross negligence.

## 8 · Indemnification
Vendor indemnifies Client against third-party IP infringement claims
arising from the work product. Standard exclusions for Client-modified
code or use outside the SOW.

## 9 · Term + termination
Term: while any SOW is active.
Either party may terminate for material breach with 30 days written
notice + cure period.
Vendor entitled to payment for work performed up to termination date.

## 10 · Governing law + jurisdiction
Maharashtra, India. Disputes resolved by the courts of Pune.

International clients may negotiate a US-state or English-law variant on
request.

## 11 · Sub-processors
Vendor may engage sub-processors (Anthropic, infrastructure providers)
under DPA. Current list maintained at /legal/subprocessors.

## 12 · General
Notices, assignment, force majeure, severability, entire agreement,
counterparts, electronic signatures — standard commercial terms.

---

Full executable version (typically 25 pages) ships via email. Email
legal@aliansoftware.net with your jurisdiction and we'll send the right
variant.

# Mutual NDA · template structure

## Parties
Disclosing + Receiving parties (mutual — both directions covered).

## Definition of confidential information
- Business strategy, technical roadmap, customer lists
- Proprietary code, algorithms, model prompts, eval suites
- Personal data shared during engagement scoping
- Anything marked confidential or that a reasonable person would treat as such

## Excluded
- Publicly available information
- Independently developed
- Received from a third party without restriction
- Already known to the receiving party before disclosure

## Obligations
Each party will protect the other's confidential info with the same care
used for its own. No disclosure to third parties without written consent.
Use limited to evaluation of potential / actual business relationship.

## Term
3 years from effective date, or 5 years for trade secrets.

## Standard provisions
Return of materials on request, no warranty, no transfer of IP rights,
remedies (injunctive relief recognized), governing law (Maharashtra,
India), jurisdiction (Pune).

---

Mutual NDA template runs 4 pages. Email legal@aliansoftware.net and we'll
send the current version. We can also countersign yours if your legal team
prefers — typical turnaround 1–2 business days.