Legal Pack

Legal Pack — AI Opportunity Audit

Templates: Engagement Letter/SOW · Mutual NDA · Data Processing Addendum · Affiliate Agreement · Payment Terms

For Dwad Lane, solo fractional CAIO, Makati City, PH. Prepared July 2026.

⚠️ IMPORTANT: These are professional-draft templates to start from, not a substitute for a lawyer reviewing them against your specific situation and the latest Philippine law. Have a PH-licensed attorney (ideally familiar with the Data Privacy Act and tech/SaaS contracting) review before you use them with paying clients. The NPC framework is current as of NPC Circular No. 2022-04 (SPHERES).

Fill-in fields are in [BRACKETS]. Replace before sending.

1. ENGAGEMENT LETTER / STATEMENT OF WORK (SOW)

AI OPPORTUNITY AUDIT — ENGAGEMENT LETTER

Date: [DATE] Between: Dwad Lane (“Consultant”), of Makati City, Philippines And: [CLIENT LEGAL NAME] (“Client”), of [CLIENT ADDRESS]

1.1 Engagement and scope

Consultant will perform an AI Opportunity Audit for Client under the [Snapshot / Opportunity Audit / Deep Dive] tier, as described in Schedule A (Scope). The scope, deliverables, timeline, and assumptions are those in Schedule A and the Consultant’s published offering page at [URL] as of the date of this letter, which are incorporated by reference.

1.2 Fees

Tier	Fee (USD)	Payment terms
Snapshot	$1,500	100% on signing
Opportunity Audit	$3,000	50% on signing, 50% on delivery
Deep Dive	$5,000	50% on signing, 50% on delivery

Fee credit: If Client engages Consultant for any implementation build or retainer within 90 days of delivery, 100% of the audit fee is credited against the first invoice of that engagement.

1.3 Timeline

Consultant will deliver the audit within [7 / 14 / 21] calendar days of (a) receipt of full intake responses from Client, and (b) completion of all scheduled stakeholder interviews. The timeline begins only when both conditions are met. Delays caused by Client (late intake, missed interviews) will extend the delivery date on a day-for-day basis.

1.4 Client responsibilities

Client will: (a) provide accurate and complete information in the intake forms; (b) make designated stakeholders available for scheduled interviews; (c) provide access to systems, data, and documentation reasonably required for the audit; (d) appoint a single point of contact authorized to make decisions on scope.

1.5 Out-of-scope / change control

Any work outside Schedule A is out of scope and will be quoted separately. Scope changes requested by Client after kickoff will be handled via a written Change Order specifying any additional fee and timeline impact. No out-of-scope work begins without a signed Change Order.

1.6 Deliverables & IP

Consultant will deliver: the AI Readiness Scorecard, the Opportunity Matrix, the 30/60/90 Roadmap, the ROI projection, a live debrief call, and a Loom walkthrough (the “Deliverables”). Client owns the Deliverables upon full payment. Consultant retains: (a) all methodologies, templates, prompts, and frameworks (“Consultant IP”); (b) the right to use Client’s company name and an anonymized summary of results for marketing, case studies, and benchmarking, subject to Section 1.7.

1.7 Confidentiality & marketing

Consultant may publish a case study using Client’s company name, industry, and aggregate score/results, but will not disclose Client’s confidential data, proprietary processes, or identified opportunities without prior written consent. Client may opt out of marketing use by checking the box in Schedule A.

1.8 Warranties & disclaimers

Consultant warrants that the Deliverables will be performed with professional skill and care. The audit is advisory in nature. The Deliverables are not a guarantee of financial results, and Consultant does not warrant that implementing any recommendation will achieve any specific ROI. ROI projections are estimates based on stated assumptions and the information Client provides; actual results depend on implementation, market, and operational factors outside Consultant’s control.

1.9 Limitation of liability

To the maximum extent permitted by law, Consultant’s total aggregate liability arising from this engagement is limited to the fees actually paid by Client for the audit. In no event is Consultant liable for indirect, incidental, consequential, or lost-profit damages.

1.10 Term & termination

Either party may terminate for material breach uncured within 14 days of written notice. If Client terminates after kickoff, Client is not entitled to a refund of work already performed; Consultant will deliver completed work-in-progress Deliverables. If Consultant terminates without cause, Consultant will refund the unearned portion of fees.

1.11 Governing law

This engagement is governed by the laws of the Republic of the Philippines. Disputes will be resolved in the courts of Makati City, Metro Manila, Philippines.

1.12 AI-assisted preparation

Consultant uses AI tools (including large language models) to assist in drafting and analyzing audit Deliverables. All AI-assisted output is reviewed by the Consultant before delivery. This is disclosed in accordance with good-faith transparency norms for professional services.

Acceptance: Consultant: ___________________________ Date: ______ Client: ______________________________ Date: ______

SCHEDULE A — SCOPE (append to the engagement letter)

Tier: [Snapshot / Opportunity Audit / Deep Dive] Client point of contact: [NAME, TITLE, EMAIL, PHONE] Stakeholders for interview (Deep Dive): [NAMES & ROLES, up to 6] Number of interviews: [1 / 2–3 / 5–6] Target delivery date: [DATE] (subject to Section 1.3) Total fee: $[AMOUNT] Payment schedule: [per 1.2] Opt out of marketing use: ☐ Yes, do not use our company name or results publicly.

Specific assumptions:

Client’s data is accurate and complete as provided.
Stakeholders are available within 5 business days of scheduling.
No custom data engineering or system integration is included (quoted separately if needed).

Excluded (out of scope):

Implementation or development of any AI system.
Ongoing advisory beyond the debrief call.
Data cleaning, migration, or system integration.
Legal, regulatory, or compliance certification.

2. MUTUAL NON-DISCLOSURE AGREEMENT (MNDA)

MUTUAL NON-DISCLOSURE AGREEMENT

This Mutual Non-Disclosure Agreement is entered into on [DATE] between Dwad Lane (“Party A”), of Makati City, Philippines, and [CLIENT LEGAL NAME] (“Party B”).

2.1 Purpose

The parties wish to explore and undertake a business engagement (the “Purpose”) and may disclose confidential information to each other.

2.2 Definition of confidential information

“Confidential Information” means any non-public information disclosed by one party (“Discloser”) to the other (“Recipient”), whether oral, written, or electronic, that is marked or identified as confidential or that a reasonable person would understand to be confidential — including business processes, financial information, customer data, technical systems, software, AI prompts and methodologies, and proprietary strategies.

2.3 Obligations

Recipient will: (a) use Confidential Information solely for the Purpose; (b) protect it with at least the same care it uses for its own confidential information, and no less than reasonable care; (c) not disclose it to third parties except to employees, contractors, or advisors with a need to know who are bound by equivalent confidentiality obligations; (d) not use it to compete with or disadvantage the Discloser.

2.4 Exclusions

Confidential Information does not include information that: (a) was already known to Recipient without obligation; (b) is or becomes public through no fault of Recipient; (c) is rightfully received from a third party without obligation; (d) is independently developed without reference to the Discloser’s information.

2.5 Data privacy

Each party complies with applicable data protection laws, including the Philippines Data Privacy Act of 2012 (RA 10173) and its Implementing Rules and Regulations. Where personal data is processed, the parties will enter into a Data Processing Addendum (Section 3).

2.6 Term

Obligations survive for 3 years from the date of last disclosure.

2.7 Return/destruction

On request or on termination of the Purpose, Recipient will return or securely destroy Confidential Information within 30 days, except one archival copy retained for legal/compliance purposes.

2.8 Governing law

Laws of the Republic of the Philippines; courts of Makati City.

Signatures: Party A: ___________________________ Date: ______ Party B: ___________________________ Date: ______

3. DATA PROCESSING ADDENDUM (DPA)

DATA PROCESSING ADDENDUM To be signed when the audit involves Client personal data.

Date: [DATE] Parties: Dwad Lane (“Processor” / “Data Processor”) and [CLIENT] (“Controller” / “Data Controller”). Reference: Engagement Letter dated [DATE] for the AI Opportunity Audit.

3.1 Roles

For the purpose of this engagement, Client acts as the Data Controller and Consultant acts as the Data Processor. Consultant processes personal data only on documented instructions from Client and only to perform the audit.

3.2 Scope of processing

Consultant may process personal data Client provides via intake forms, stakeholder interviews (including transcripts), and shared documents, solely to analyze, score, and report on AI readiness. Processing includes the use of AI/LLM analysis tools to extract and structure notes from interview content.

3.3 Data minimization & location

Client will provide only personal data necessary for the audit. Consultant will not transfer personal data outside the engagement scope. AI/LLM processing is performed via [Claude / Anthropic] under a Business Associate / Data Processing arrangement (Anthropic’s commercial terms).

3.4 Security measures

Consultant maintains reasonable technical and organizational measures: access controls, encryption in transit, least-privilege access, secure storage on managed infrastructure, and deletion on engagement close.

3.5 Sub-processors

Consultant’s sub-processors include: cloud infrastructure providers, n8n (orchestration), Anthropic (LLM analysis), and document generation tools. A current list is available on request. Client may object to a new sub-processor within 14 days of notification.

3.6 Data subject rights & breach notification

Consultant will assist Client in responding to data subject requests. Consultant will notify Client of a personal data breach without undue delay and in any case within 72 hours of becoming aware.

3.7 Retention & deletion

On completion of the audit and delivery of the Deliverables, Consultant will, at Client’s election, return or delete Client’s personal data within 30 days, retaining only what is required for legal, tax, or regulatory compliance.

3.8 Compliance

This Addendum is governed by the Philippines Data Privacy Act of 2012 and NPC Circular No. 2022-04. Each party is responsible for its own NPC registration obligations where applicable (NPC; NPC Circular 2022-04).

Signatures: Processor: ___________________________ Date: ______ Controller: __________________________ Date: ______

4. AFFILIATE / REFERRAL AGREEMENT

AI OPPORTUNITY AUDIT — REFERRAL PARTNER AGREEMENT

Date: [DATE] Between: Dwad Lane (“Company”) And: [REFERRER NAME] (“Referrer”)

4.1 Program

Company operates a referral program for its AI Opportunity Audit and related services. Referrer refers prospective clients to Company in exchange for commissions as set out here.

4.2 Qualified referral

A “Qualified Referral” is a new prospective client who (a) is not already in Company’s CRM or pipeline as of the referral date, (b) books and completes a paid engagement within 12 months of the referral, and (c) cites or is tracked to Referrer’s unique referral link/code at the time of booking.

4.3 Commission

Engagement type	Commission
AI Opportunity Audit (any tier)	$400 flat, or 15% of audit fee (whichever is greater)
Implementation build or retainer	15% of first-year contract value

Dual-sided promotion: when in effect, the referred client receives $400 off their audit and Referrer receives $400 cash (or 15%, whichever is greater).

4.4 Payment

Commission is earned on Client’s payment, not on booking. Commission is paid within 30 days of Company’s receipt of cleared funds from the referred client. Payments via Wise (preferred) or PayPal at Company’s discretion. Referrer is responsible for their own tax reporting.

4.5 Tail & clawback

Commission applies to engagements commenced within 12 months of the referral. If the referred client receives a refund within 60 days, the commission is clawed back from future earnings.

4.6 Non-circumvention

Company will not bypass Referrer on a Qualified Referral. Referrer will not represent Company or make commitments on Company’s behalf without written authorization.

4.7 Marketing & disclosure

Referrer may promote the referral link through their channels. Referrer must disclose the referral relationship and that they earn a commission, clearly and conspicuously, in accordance with applicable law (e.g., FTC Endorsement Guides, FTC). Company provides approved disclosure language.

4.8 Term & termination

Either party may terminate this agreement on 30 days’ written notice. Commissions on Qualified Referrals made before termination remain payable under the 12-month tail.

4.9 Governing law

Laws of the Republic of the Philippines.

Signatures: Company: ___________________________ Date: ______ Referrer: ___________________________ Date: ______

5. PAYMENT TERMS (standalone, for invoices & checkout)

5.1 Payment methods

Stripe (credit/debit card) — primary, for international clients.
Bank transfer / Wise — for PH and larger invoices.
PayPal — available but discouraged (high fees); client bears any PayPal surcharge.

5.2 Currency & invoicing

All fees are quoted in USD. Invoices are issued by Dwad Lane and are due per the engagement letter terms. PH clients may request PHP invoicing at the prevailing rate.

5.3 Payment schedule

Snapshot ($1,500): 100% due on signing before kickoff.
Opportunity Audit ($3,000) & Deep Dive ($5,000): 50% on signing (secures the slot), 50% on delivery (before the debrief call).
Implementation/retainer: per the separate engagement letter.

5.4 Late payment

Invoices not paid within 7 days of the due date incur interest at 1.5% per month. Work pauses on overdue balances until paid.

5.5 Refunds

Before kickoff: full refund minus payment processor fees.
After kickoff, before delivery: refund of unearned portion only; completed work-in-progress Deliverables are provided to the client.
“Found nothing” guarantee: if the audit surfaces zero actionable opportunities (never happened), full refund.
Fee-credit guarantee: not a refund — the audit fee is credited against a build/retainer within 90 days.

5.6 Chargebacks

Disputes are addressed per the engagement letter and these terms before any chargeback. A chargeback for services rendered constitutes a material breach.

USAGE NOTES

Sign order: MNDA first (before any data sharing) → Engagement Letter/SOW + Schedule A + DPA (before kickoff) → Affiliate Agreement (when onboarding referrers).
E-signature: use GHL’s built-in e-sign or DocuSign/HelloSign free tier. Store signed copies in GHL contact record + Google Drive.
PH registration: if you process personal data of 1,000+ individuals or sensitive data at scale, NPC registration may apply (NPC Circular 2022-04 tracks). Most solo audit work won’t trigger Track 1, but confirm with a lawyer as you scale.
Templates ≠ legal advice. Get a 1–2 hour lawyer review before your first paying client. It’s cheap insurance on a $3K+ engagement.