Written from 25 named sources Non-attorney work product for internal planning. Requires Tennessee legal counsel review before execution. Alchemy Agentic: Consulting Contract Suite (2026) Prepared for: Keith Norton & Paul Langtry Jurisdiction: Tennessee (Davidson County) Date: June 17, 2026 MASTER SERVICES AGREEMENT (MSA) This Master Services Agreement (“Agreement”) is entered into as of June 17, 2026, by and between Alchemy Agentic LLC, a Tennessee limited liability company (“Provider”), and the Client identified in an executed Statement of Work (“Client”). 1.1 AI-Specific Liability & Responsible Deployer Clause Provider acts as the technical architect and implementer of agentic workflows. The Parties acknowledge that AI systems are probabilistic, not deterministic, and are subject to inherent risks including hallucinations, model drift, and unpredictable autonomous responses [11][16]. Responsible Deployer Designation: In accordance with 2026 standards (referencing CA Civil Code § 1714.46 and EU PLD principles), Provider is the "Developer/Deployer" and Client is the "Final Human-in-the-Loop" (HITL) [1][9]. Human Oversight Obligation: Client shall maintain ultimate control over all AI-generated outputs. Client acknowledges that liability for decisions made by the AI rests with the Client as the final decision-maker. Disclaimer: Provider disclaims all liability for damages arising from AI hallucinations or autonomous actions taken without human verification. Provider is not responsible for "Model Drift" occurring after the handoff of a build [11][29]. 1.2 IP & Commercialization Architecture Background IP: Provider retains exclusive ownership of all pre-existing code, proprietary prompt libraries, "agentic recipes," and the "Ground Truth" methodology [1]. Client License: Upon full payment, Client is granted a perpetual, non-exclusive, non-transferable license to use the specific implementation for internal business operations only. No-Resell Hardline: Client is strictly prohibited from reselling, white-labeling, or sub-licensing the implementation. Any intent to commercialize the build requires a separate Revenue-Share Addendum executed by both parties prior to such activity [2]. 1.3 Liability Cap & Indemnity To the maximum extent permitted by Tennessee law, Provider’s aggregate liability for any claims arising out of this Agreement shall be limited to the total fees actually paid by Client to Provider under the specific Statement of Work (SOW) giving rise to the claim [12]. 1.4 Data Protection & TIPA Compliance Provider maintains a cybersecurity program aligned with the NIST CSF to meet the safe harbor requirements of the Tennessee Information Protection Act (TIPA) § 47-18-3213 [23][25]. 1.5 Governing Law This Agreement is governed by the laws of the State of Tennessee. Exclusive venue for any dispute shall be the state or federal courts located in Davidson County, Tennessee. MODULAR STATEMENT OF WORK (SOW) TEMPLATE Reference MSA Date: ______________ Client: ______________ [ ] Ground Truth Audit ($10,000) Timeline: 2–3 weeks. Deliverables: Assessment Scorecard, Opportunity Map, 90-day Roadmap. Credit Provision: If Client executes a "Workshop" SOW within 90 days of Audit completion, the $10,000 fee shall be credited toward the Workshop project total. [ ] The Compass ($10,000) Timeline: 3–6 weeks. Deliverables: Leadership Workshops, Philosophy Framework, AI Adoption Plan. [ ] The Workshop (Custom AI Builds) Pricing: Starting at $30,000 (50% upfront deposit required). Milestone Table: Milestone Deliverable Payment Trigger 1. Discovery Architecture & Requirements Doc 20% 2. Build Functional Agentic Workflow 40% 3. UAT Successful User Acceptance Testing 20% 4. Handoff Technical Documentation & Deployment 20% Definition of Done: Successful completion of UAT and delivery of technical documentation. [ ] The Donor Lens (Nonprofit Specific) Scope: Full Campaign Strategy and Major Gifts Coaching. Donor PII Protocol: Provider acts as a "Data Processor" under TIPA. All donor PII shall be encrypted using AES-256. Provider shall notify Client of any suspected breach within 72 hours to ensure compliance with TN Code § 47-18-2107 [24][28]. POST-BUILD RETAINER & MAINTENANCE AGREEMENT Monthly Fee: $4,000 flat fee for [X] hours. Overage Rate: $225/hour, billed monthly. Rollover: A maximum of 50% of monthly hours may roll over for exactly one (1) month. Rolled-over hours are applied first (FIFO) [15]. AI Maintenance Scope: Model Monitoring: Monthly drift analysis and API performance checks. Prompt Refinement: Optimization of instructions to mitigate degradation. Termination: 30-day written notice by either party. STRATEGIC RISK & COMPARISON MATRIX Practice Area Contract Combo Primary Risk IP Setup Payment Surface The Donor Lens MSA + SOW (Donor) Donor PII Exposure / TIPA Internal Use License 50% Upfront / 50% Net-15 The Workshop MSA + SOW + Retainer Hallucinations / Scope Creep Alchemy Background IP Phased (20/40/20/20) Ground Truth MSA + SOW (Audit) Underestimating Follow-on Alchemy Methodology $10k Flat (Creditable) FOUNDER'S PRACTICAL GUIDE 5.1 The "Human-in-the-Loop" Defense Explain to clients that AI is a probabilistic engine, not a deterministic tool. The Script: "Our systems provide the engine, but you are the driver. You must certify the output before it touches your customers to ensure it meets your professional standards. This is the 'Responsible Deployer' standard under 2026 law." [29][30]. 5.2 The Scope Creep Kill-Switch When a client asks for "just one more feature" during a Workshop build: The Script: "That is a great idea. Because that falls outside our original scope, I will draft a Change Order to adjust the timeline and budget so we can prioritize it without delaying the current build." [8]. 5.3 The "No-Resell" Conversation If a client realizes their custom agent is valuable enough to sell to competitors: The Script: "Our current pricing reflects an internal-use license. We are happy to explore a commercial partnership via a Revenue-Share Addendum where we participate in the upside of the licensing." 5.4 Payment Protection Always collect 50% upfront for The Workshop. Custom AI builds involve significant "front-loaded" cognitive labor. The deposit ensures Alchemy is compensated for Discovery and initial architecture regardless of client pivots [20]. End of Deliverable. Sources [1] Section 1714.46. - 2025 California Code :: Civil Code - Justia Law — https://law.justia.com/codes/california/code-civ/division-3/part-3/section-1714-46 [2] Consulting Agreement With Revenue Sharing Template — https://www.business-in-a-box.com/template/consulting-agreement-with-sharing-of-software-revenues-D785 [8] How AI Agents Automate Change Order Documentation for Contract Administrators Datagrid Blog Datagrid — https://www.datagrid.com/blog/ai-agents-automate-change-order-documentation-contract-administrators [9] Physical AI and strict liability: What is the impact of the EU Product Liability Directive? Osborne Clarke — https://www.osborneclarke.com/insights/physical-ai-and-strict-liability-what-impact-eu-product-liability-directive [11] EU Product Liability Directive: Responding to Software, AI and Complex Supply Chains - Gibson Dunn — https://www.gibsondunn.com/eu-product-liability-directive-responding-to-software-ai-and-complex-supply-chains [12] How to Write a Consulting MSA That Actually Protects a Boutique Firm Without Killing the Deal Practiq — https://practiq.dev/blog/how-to-write-consulting-msa-small-firm [15] AI Automation Agency Contract Templates in 2026: MSA, SOW, SLA, DPA + Scope Creep Clauses — https://monetizebot.ai/blogs/ai-automation-agency-contract-templates-msa-sow-sla-dpa-scope-creep-2026 [16] Contracting for Agentic AI Solutions: Shifting the Model from SaaS to Services Insights Mayer Brown — https://www.mayerbrown.com/en/insights/publications/2026/02/contracting-for-agentic-ai-solutions-shifting-the-model-from-saas-to-services [20] AI Agency Services Pricing: Strategies for 2026 - Digital Applied — https://www.digitalapplied.com/blog/ai-agency-services-pricing-strategies-2026 [23] Tennessee Information Protection Act (TIPA): What to Know Osano — https://www.osano.com/articles/tennessee-information-protection-act-tipa [24] What Businesses Need to Know About the Tennessee Information Privacy Act (TIPA) — https://cheq.ai/blog/tennessee-information-privacy-act-tipa [25] Tennessee Information Protection Act: First Look & Summary — https://termly.io/resources/articles/tennessee-information-protection-act [28] The Tennessee Information Protection Act (TIPA) - Cookiebot™ — https://www.cookiebot.com/en/tennessee-information-protection-act-tipa [29] Human-in-the-Loop or Loophole? Targeting AI and Legal Accountability Small Wars Journal by Arizona State University — https://smallwarsjournal.com/2026/03/11/human-in-the-loop [30] Ai-in-the-loop vs human-in-the-loop collaboration models - Facebook — https://www.facebook.com/groups/chiefai/posts/2590644134462206 7 Ways to Boost AI Consulting Profit Margins to 82%; — https://financialmodelslab.com/blogs/profitability/artificial-intelligence-consulting AI Addendum - Common Paper — https://commonpaper.com/standards/ai-addendum AI Agent Protocols: 10 Modern Standards Shaping the Agentic Era — https://www.ssonetwork.com/intelligent-automation/columns/ai-agent-protocols-10-modern-standards-shaping-the-agentic-era AI Consulting Services Agreement Free PDF & Word Template — https://ezel.ai/templates/ai-consulting-services-agreement Artificial Intelligence 2026 - USA – Tennessee Global Practice Guides Chambers and Partners — https://practiceguides.chambers.com/practice-guides/artificial-intelligence-2026/usa-tennessee/trends-and-developments How to Write an Agency MSA + SOW (Templates Included) AgencyPitch — https://www.agencypitch.io/blog/how-to-write-agency-msa Independent Contractor/Consultant Agreement (Pro-Client) (TN) — https://content.next.westlaw.com/practical-law/document/I724d823978d411e598dc8b09b4f043e0/Independent-Contractor-Consultant-Agreement-Pro-Client-TN?viewType=FullText&transitionType=Default&contextData=%28sc.Default%29 LLC Operating Agreement Essentials: 2026 Edition - InCorp — https://www.incorp.com/resources/knowledge-base/llc-operating-agreement The Federal Government and the EU Just Wrote the AI Vendor Contract. Your Commercial MSA Probably Doesn't Match. Here Are the 12 Clauses to Redline. SparkPoint by Consilium Law — https://consilium.law/sparkpoint/ai-vendor-contract-checklist/ What Contracts Does Every Small Business Need in 2026 ... — https://highplains.law/small-business-contracts-checklist