Service Agreement
This agreement ("Agreement") is entered into as of April 1, 2026 between Kairos Garage LLC ("Kairos"), represented by Jonathan Sloan, and Loftin Wealth Partners ("LWP"), represented by James Loftin. The scope of services and compensation are defined in the accompanying AI Partnership Proposal. This Agreement governs the terms under which those services are delivered.
1. Confidentiality
Each party agrees to keep confidential all non-public information received from the other party during this engagement. Kairos will not share LWP client data, business processes, or internal information with any third party without LWP's written consent. LWP will not share Kairos's proprietary methods, tools, or pricing with any third party without Kairos's written consent. Kairos may reference LWP as a client by name, without disclosing engagement details.
2. Intellectual Property
Kairos Technology. All tools, frameworks, agent architectures, code libraries, and methodologies developed or owned by Kairos, whether created before or during this engagement, remain the exclusive property of Kairos Garage LLC. This includes any reusable systems, templates, or infrastructure that are not specific to LWP's business.
Client Work Product. All prompts, prompt libraries, custom instructions, workflow documentation, and other deliverables created specifically for LWP during this engagement are the property of Loftin Wealth Partners upon payment. LWP retains full ownership of their business data at all times.
In practice: If Kairos builds a reusable agent framework and then customizes it for LWP, Kairos owns the framework and LWP owns the customization. Both parties can continue using what they own after the engagement ends.
3. Data Handling
Kairos will not store, retain, or process LWP client personally identifiable information (PII) outside of approved tools. All AI tool deployments that handle client data are subject to compliance approval by LWP's compliance partners. Kairos will provide compliance documentation for any tool recommended.
4. Term & Termination
This Agreement is effective April 1, 2026 and continues for the duration of the active engagement as defined in the accompanying Proposal. Either party may terminate with 30 days written notice. Upon termination, LWP will pay for services rendered through the termination date, and Kairos will deliver all completed Client Work Product. No penalties apply to early termination by either party.
5. Limitation of Liability
Kairos's total liability under this Agreement shall not exceed the total fees paid during the term. Kairos is not liable for investment decisions, regulatory actions, or business outcomes resulting from LWP's use of AI tools or workflows recommended or built during this engagement.