Two short documents: a mutual NDA so we can both speak freely, and the Bronze terms of engagement. Written in plain language, kept deliberately brief. Read them here, then I'll send signable copies.
Between (1) Paul Cowen, trading as The AI Consultant (United Kingdom) ("Consultant"); and (2) Emily Johnson, on behalf of Ritual Training and its associated operating entity for the Bend & Portland, Oregon locations ("Client"). Effective date: date of last signature.
The Parties wish to explore and carry out a working engagement under which the Consultant builds AI systems for the Client (the "Purpose"). Each Party may disclose confidential information to the other; this Agreement governs how it is protected.
Any non-public information disclosed by one Party (the "Disclosing Party") to the other (the "Receiving Party"), in any form, that is marked confidential or that a reasonable person would understand to be confidential. It includes, without limitation: member, customer and prospect data; financial, pricing and sales information; business processes, SOPs and strategy; coaching and programming methodology; marketing plans and performance data; login credentials, API keys and account access; and the Consultant's frameworks, methods, prompts, code and software.
Information the Receiving Party can show: (a) was public, or later became public through no breach; (b) was already lawfully known to it; (c) was lawfully received from a third party free to disclose it; or (d) was independently developed without use of the Confidential Information.
The Receiving Party shall: (a) use the Confidential Information only for the Purpose; (b) protect it with at least the same care as its own confidential information, and no less than reasonable care; (c) disclose it only to personnel, contractors or advisers who need it for the Purpose and are bound by no less protective confidentiality obligations; and (d) not copy it except as needed for the Purpose.
Disclosure required by law, regulation or court order is permitted, provided the Receiving Party gives prompt written notice (where lawful) and reasonable assistance to seek protective treatment.
Where Confidential Information includes personal data, each Party shall comply with applicable data protection laws, including the UK GDPR and Data Protection Act 2018, and applicable U.S. state privacy laws (including the Oregon Consumer Privacy Act). The Client confirms it has the lawful right to share any personal data it provides.
Nothing transfers ownership of, or grants a licence to, the Disclosing Party's Confidential Information or intellectual property beyond the limited right to use it for the Purpose. It is provided "as is", with no warranty as to accuracy or completeness.
On written request or on termination, the Receiving Party shall promptly return or securely destroy the Confidential Information, except one archival copy for legal/compliance purposes and routine system backups (which remain subject to this Agreement until overwritten).
This Agreement applies to disclosures made during the engagement and for two (2) years afterwards. Trade-secret obligations continue for as long as the information remains a trade secret under applicable law.
Breach may cause harm for which damages are inadequate; the Disclosing Party may seek injunctive or equitable relief, in addition to any other remedy, without posting a bond.
Governed by the laws of England and Wales. The Parties submit to the non-exclusive jurisdiction of the courts of England and Wales and agree the Disclosing Party may also bring proceedings to protect its Confidential Information in the courts of the State of Oregon, USA, or any other court of competent jurisdiction where a breach occurs or assets are located.
This is the entire agreement on its subject matter and supersedes prior discussions. Variations must be in writing and signed by both Parties. Failure to enforce a term is not a waiver. If a term is unenforceable, the rest remain. It may be signed electronically and in counterparts. Neither Party may assign it without the other's written consent.
| Consultant | Client | |
|---|---|---|
| Name | Paul Cowen | Emily Johnson |
| For | The AI Consultant | Ritual Training |
| Signature | ||
| Date |
This is a plain-language commercial NDA provided for the Parties' convenience. It is not legal advice; each Party should take its own legal advice before signing if it wishes.
Between Paul Cowen, trading as The AI Consultant (United Kingdom) ("Consultant") and Emily Johnson, for Ritual Training, Bend & Portland, Oregon, USA ("Client"). Effective date: date of last signature. Target completion: systems live before the Client's departure on 22 July 2026.
The Consultant will design, build and hand over, for both locations:
Not included and quoted separately: Meta ads engine & creative builders; "Virtual Emily" chatbot; personalised member-image touches; website/SEO analytics; Mariana Tek custom-report & price-monitoring automations; Voice & Brand doc (Signal Stack); YouTube content engine; win-back rewriting; full team training; "while-away" enhancements; and the AI-Visibility report / Be AI Visible work (clause 6).
Project fee: USD $4,950, fixed, for the scope in clause 1. 50% (USD $2,475) on signing to commence; 50% at the end of week 4 or on go-live, whichever is earlier. Invoices payable within 7 days; late amounts may accrue interest at 1.5%/month (or the legal maximum, if lower). Fees exclude any applicable taxes.
The Client will provide timely access/credentials, complete the fact-find and brand-builder inputs, supply content/data lawfully, give prompt feedback and approvals, and nominate an authorised point of contact (and any team/VAs). Delays in access or feedback may affect the fixed 22 July target.
Built to run lean on tools the Client controls. Third-party subscription, API, usage and credit costs are borne by the Client (e.g. AI model usage / OpenRouter credits, image-generation keys, and the Client's Mariana Tek, Xplor Growth, Webflow, Cloudflare and GitHub subscriptions). The Consultant advises on cost-effective options but is not responsible for third-party availability, pricing or outages.
Any AI-visibility work beyond a free initial check is delivered by a third-party partner (Be AI Visible), priced and contracted separately between the Client and that partner. The Consultant is not liable for that partner's fees or deliverables.
Client-owned: the bespoke systems, agents, skills/GPTs, prompts, configurations and knowledge base built specifically for the Client under clause 1 are owned by the Client on full payment ("you keep it"), and assigned on receipt of all fees due. Consultant-owned: the Consultant's pre-existing and general-purpose frameworks, methods, libraries, tooling and know-how (including proprietary engines such as copywriting arenas or advisor frameworks) remain the Consultant's; where incorporated, the Client receives a perpetual, non-exclusive, non-transferable licence to use them for its own business. Third-party components (including Apache-2.0 "Force Multiplier" tooling) remain under their own licences.
Governed by the separate Mutual NDA, incorporated by reference. Each Party complies with applicable data protection laws (UK GDPR / DPA 2018 and applicable U.S. state laws incl. the Oregon Consumer Privacy Act). The Consultant processes personal data only as needed to deliver the services and on the Client's instructions.
The Consultant performs the services with reasonable skill and care. AI-generated outputs are drafts requiring human review before use; the Client is responsible for reviewing/approving outputs (including member-facing communications). The Consultant does not guarantee specific business results (revenue, leads, rankings, conversion), which depend on factors outside the Consultant's control.
Nothing limits liability for death or personal injury caused by negligence, fraud, or anything that cannot be excluded by law. Subject to that, neither Party is liable for indirect, special or consequential loss, or loss of profit, revenue, data or goodwill; and each Party's total aggregate liability is capped at the total fees paid by the Client under clause 3.
Runs until the scope is delivered and post-launch support ends. Either Party may terminate on 7 days' written notice. On termination the Client pays for work performed and costs committed to date; the Consultant hands over completed deliverables paid for. Clauses 5–10, 12 and 13 survive.
The Consultant is an independent contractor, not an employee, partner or agent. Each Party bears its own taxes and insurance.
Governed by the laws of England and Wales. The Parties submit to the non-exclusive jurisdiction of the courts of England and Wales and of the State of Oregon, USA, so it may be enforced in either.
This Agreement, with the NDA, is the entire agreement on its subject matter. Variations must be in writing and signed. It may be signed electronically and in counterparts. If a term is unenforceable, the remainder stands. Neither Party may assign without consent. Any expanded scope (Silver/Gold, or further gym-niche work) will be agreed in a separate statement of work.
| Consultant | Client | |
|---|---|---|
| Name | Paul Cowen | Emily Johnson |
| For | The AI Consultant | Ritual Training |
| Signature | ||
| Date |
These Terms are provided in plain commercial language for convenience and are not legal advice. Each Party should take its own legal advice before signing if it wishes.