Agent Factory Terms

Agent Factory is different from a traditional software development engagement. For qualifying opportunities, Forceworks invests its own resources to build an AI agent without charging the customer a separate development fee for the capability described in the applicable Agent Schedule.

Before development begins, Forceworks and the customer will agree on:

• The business process being addressed
• The capability the agent will provide
• The success criteria for acceptance
• Known dependencies and prerequisites
• Estimated operating costs
• The monthly Agent Factory subscription
• The initial subscription term
• Any agent-specific conditions

If Forceworks delivers an agent that satisfies the agreed success criteria, the Agent Factory subscription begins as specified in the Agent Schedule.

Agent Factory may begin with a complimentary workshop intended to help the parties understand a potential business process and determine whether it appears suitable for the Agent Factory model.

Participation in a workshop does not obligate either party to proceed. Forceworks may determine that a proposed process is unsuitable because of technical feasibility, economics, data availability, integration requirements, risk, or other considerations. Completion of a workshop does not obligate Forceworks to build an agent.

Before offering to fund an agent build, Forceworks may evaluate factors including:

• Expected business value and current process cost
• Expected labor, capacity, or other business savings
• AI and infrastructure consumption
• Technical complexity and required integrations
• Data availability and reliability requirements
• Security and compliance considerations
• Development and ongoing support risk

Forceworks alone determines whether it is willing to fund development under the Agent Factory model. If the opportunity does not make sense for either party, neither party is obligated to proceed.

Every agent approved for development requires an Agent Schedule agreed to before development begins. The Agent Schedule is the authoritative description of the agent and will typically define:

Changes to these items require agreement between the parties.

For an approved Agent Factory build, Forceworks does not charge the customer a separate fee for developing the capability described in the Agent Schedule. Forceworks assumes the development risk associated with delivering that agreed capability.

If Forceworks cannot make the agent satisfy the agreed success criteria, the Agent Factory subscription for that agent does not begin.

Prerequisites, integrations, infrastructure changes, data remediation, or customer-requested work are not necessarily included. Such work may be separately chargeable where identified in the Agent Schedule or otherwise agreed by the parties.

Acceptance is based on the success criteria agreed before development begins. Once the agent satisfies those criteria, the agent is accepted and the applicable Agent Factory subscription begins as stated in the Agent Schedule.

Acceptance is not dependent on whether the customer later prefers the process to operate differently. The customer may not delay acceptance by changing requirements after development has begun or after the agreed capability has been demonstrated. Any objection to acceptance must identify a specific failure to satisfy an agreed success criterion.

Seeing a working agent may cause the customer to identify a different or improved way of performing the process. A change in preference or requirement is not a failure of the original agent if that agent satisfies the agreed success criteria.

If the original agent meets its success criteria, it is accepted and its subscription begins. Forceworks will then evaluate the requested change, which may be:

• Included as reasonable ongoing optimization
• Treated as a separately chargeable modification
• Reflected in an adjusted subscription
• Treated as a new Agent Factory opportunity

Forceworks assumes the risk of building what was agreed, but not the risk that the customer's requirements will change after the agreed capability is built.

The Agent Factory subscription covers the continued provision and maintenance of the capability defined in the Agent Schedule. It generally includes reasonable technical changes required to keep that capability working as technologies under Forceworks' management evolve.

Those technical changes may relate to:

• AI models, model routing, prompting, and context strategies
• Agent orchestration and architecture
• RapidClaw and OpenClaw capabilities
• Supported platform components
• Performance and consumption optimization
• Other technical changes Forceworks determines are appropriate

The subscription is intended to keep the agreed capability operating. It is not an unlimited development retainer.

Forceworks may modify an agent's technical implementation when it believes doing so will maintain or improve the agreed capability. This may include using newer, lower-cost, or specialized models; improved routing or prompting; new RapidClaw or OpenClaw capabilities; or other improvements.

Forceworks is not required to adopt every newly released technology and determines when technology is sufficiently appropriate, stable, secure, and beneficial for production use.

The subscription covers the capability defined in the Agent Schedule and does not automatically include a material expansion of that capability.

For example, an agent designed to evaluate incoming documents is not automatically expanded to contact customers, initiate transactions, perform additional processes, or interact with new systems merely because those capabilities later become technically possible. Materially new capabilities may be evaluated as new Agent Factory opportunities.

The customer is responsible for changes made to its environment, including:

• Replacing a source application or external provider
• Changing an API, authentication method, or permissions
• Restructuring data or changing document formats
• Modifying a business process, rule, or required output
• Adding new systems or removing required access

Work caused by material customer-initiated changes is not automatically included in the Agent Factory subscription and may be separately chargeable.

The customer will provide, where applicable:

• Timely access to subject matter experts and accurate process information
• Required system access, credentials, and permissions
• Suitable Azure resources and required licenses
• Access to necessary data, APIs, and third-party services
• Reasonable participation in testing
• Timely decisions and approvals

Forceworks is not responsible for delays or failures resulting from unavailable or unsuitable customer prerequisites.

Some agents require an API, MCP server, connector, integration service, data layer, or other enabling infrastructure. Where reasonably identifiable, that need will be evaluated during Agent Factory underwriting.

Forceworks may fund enabling work where it makes economic sense. In other cases, the customer may be required to fund it separately. If the required enabling work makes the opportunity uneconomic, either party may decide not to proceed.

Agent Factory agents are generally deployed using RapidClaw within the customer's Microsoft Azure environment. Unless an Agent Schedule states otherwise, the customer is responsible for charges imposed by Microsoft and third-party providers, including:

• Azure infrastructure, storage, and networking
• AI model consumption
• Third-party API usage
• External software licenses
• Other consumption-based services

These amounts are paid directly by the customer to the applicable providers. Forceworks does not generally mark up AI token consumption.

Any operating-cost estimate used during underwriting is an estimate. Actual consumption may vary based on usage, workload, model pricing, customer behavior, third-party pricing, and other factors. Forceworks will make reasonable efforts to design and maintain agents with economically sensible resource consumption but does not guarantee a particular token count, cloud bill, or third-party operating cost unless expressly stated otherwise.

If an external price increase materially changes an agent's economics, Forceworks may attempt to restore the business case through model substitution, architecture or routing changes, consumption optimization, or process adjustments agreed with the customer. If circumstances outside either party's reasonable control materially impair the economics and Forceworks cannot reasonably restore them, the parties may review whether continued operation makes commercial sense. The Agent Schedule may provide a termination right in those circumstances.

RapidClaw is designed to operate within the customer's Microsoft Azure environment. The customer's Microsoft environment and business data remain under the customer's control.

Individual agents may interact with external systems, websites, APIs, models, or services where required by the agreed business process. The applicable Agent Schedule and architecture determine the systems and data flows for each agent. Forceworks does not represent that data will never leave Microsoft-controlled infrastructure where the agreed agent requires interaction with an external service.

The customer is purchasing the continuing Agent Factory capability, not ownership of Forceworks' underlying agent platform. RapidClaw, Forceworks frameworks, reusable components, tooling, methodologies, orchestration techniques, platform capabilities, and other Forceworks technology remain the property of Forceworks or their respective licensors.

Customer-owned data remains the customer's property. Ownership of any customer-specific work product is governed by the applicable agreement and Agent Schedule.

Forceworks' ability to fund agent development depends on the agreed subscription beginning after successful delivery. Once an agent satisfies its agreed success criteria, the customer is obligated to begin the Agent Factory subscription according to the Agent Schedule.

The customer may not avoid the agreed subscription merely because it:

• Changes its mind or priorities
• Decides not to use the capability
• Later changes the underlying process
• Wants different functionality
• Determines that another approach would now be preferable

Any termination rights remain subject to the Agent Schedule. Agent Factory capabilities are provided as an active managed service. If the subscription ends, Forceworks is not required to continue providing, maintaining, licensing, enabling, or operating the managed capability. Forceworks may disable or suspend managed agent functionality in accordance with the applicable agreement, including for nonpayment. The customer's underlying Azure environment and customer-owned data remain the customer's property.

Agent Factory pricing may consider expected economic value. Those calculations are estimates used to evaluate the opportunity and establish commercial terms. Unless explicitly stated otherwise, Forceworks does not guarantee that the customer will realize a particular financial result.

Actual business value may depend on factors outside Forceworks' control, including:

• Adoption and management decisions
• Staffing decisions and process volume
• Customer behavior and market conditions
• Changes in the customer's business
• How capacity created by the agent is used

Forceworks' commitment is to deliver and maintain the agreed agent capability, not to guarantee business decisions or results outside that capability.

Agent Factory focuses on automating or augmenting business processes. Forceworks does not determine whether the customer should eliminate, retain, redeploy, or otherwise change employee roles as a result of an agent. Those decisions remain exclusively with the customer.

Each additional agent is evaluated independently. Approval of one Agent Factory build does not obligate Forceworks to fund another. Each candidate process may proceed through its own:

Workshop → Underwriting → Agent Schedule → Build → Acceptance → Subscription

If an opportunity qualifies, Forceworks may fund that build under the Agent Factory model.

These Agent Factory Terms supplement the applicable Forceworks services agreement, master terms, privacy terms, and each applicable Agent Schedule.

If there is a conflict concerning a specific agent, the following order of precedence applies, but only to the extent of that conflict:

1. The applicable Agent Schedule
2. These Agent Factory Terms
3. The applicable Forceworks master terms or services agreement