# Lighthouse Watch — Service Agreement Template

**Document type.** Template. Replace `{{...}}` placeholders before sending. Used as a contract addendum to a prior Sprint SOW or as a standalone SOW for an inherited-system Watch engagement.

**Companion docs.**
- Sales sheet: `/lighthouse-kit/lighthouse-watch-sales-sheet.html`
- Operating manual (internal): `/lighthouse-kit/lighthouse-watch-operating-manual.html`
- Product spec (canonical): `/studio-assets/lighthouse-watch/00-product-spec.md`

**Versioning.** v1.0 · 2026-05-03. Update only via the Studio phase-close protocol.

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## SCHEDULE A — Lighthouse Watch Service Agreement

**Service provider.** Umbra Studio, a division of Umbra Group ("Studio").
**Client.** {{Client legal name}} ("Client").
**Effective date.** {{YYYY-MM-DD}}.
**Initial term.** {{12 months · 6 months · custom}}.
**Tier selected.** Watch · {{Essentials · Standard · Pro}}.
**Monthly fee.** USD ${{14,000 · 24,000 · 38,000}}, billed in advance on the 1st of each month.

### 1. Scope of Services

Studio shall provide continuous post-Sprint services as defined in the Lighthouse Watch product specification (v1.0, attached as Exhibit A), including:

#### Stream A — Foundation maintenance
- Model swap testing within 7 business days of any major foundation-model release affecting agents in scope.
- Monthly re-execution of the production evaluation suite for all agents in scope.
- Prompt-drift detection against the original baseline samples captured at Sprint handoff.
- Provider-deprecation tracking for all external API dependencies in scope.

#### Stream B — Governance & observability
- Governance Runbook revisions tied to incidents, policy changes, and regulatory requests.
- Acceptance-rate monitoring on every gated agent against the contractual ≥80% target.
- Reviewer-UI feedback-loop processing — clustering of reviewer modifications and rejections, with proposed eval-set updates.
- Quarterly architecture review (every 3rd month of the term).

#### Stream C — The +1 Improvement *(Standard and Pro tiers only)*
- One scoped improvement to the existing agent system delivered each month, drawn from either (a) the Studio pattern library or (b) a workflow optimization addressing a measured friction.
- Each +1 is gated by an evaluation threshold; if the +1 fails its eval, it is deferred to the following month and the deferral is reported in writing.

#### Stream D — Monthly health report
- 3–4 page report delivered on the 1st of each month, signed by the assigned lead engineer, covering: model status, acceptance and eval trends, incidents handled, the +1 delivered, library updates available, and the next-month preview.
- Permanent archive of all reports in a Client-accessible folder.

#### Always-available channels
- Shared Slack channel between Client team and Studio engineers, with response SLAs as defined in §3 below.
- Direct line to the lead engineer named in Exhibit B.

### 2. Out of Scope

The following are expressly excluded from Watch and require separate engagements:

a. Development of new agents or migration of new workflows (proposed as a follow-on Lighthouse Sprint).
b. Advisory beyond the hours specified for the selected tier (proposed as a Beacon Workshop or follow-on Sprint).
c. Repair of Client data infrastructure, including but not limited to CDP, data warehouse, identity layer, or activation API plumbing.
d. Operation of agent systems on the Client's behalf (Watch is not a managed service; Client retains operational ownership).

### 3. Service Level Agreement

| Severity | Definition | Response | Resolution target |
|---|---|---|---|
| **P0 · Critical** | System down, evaluations failing in aggregate, governance breach, agent emitting outputs in violation of policy | 4 hrs (Pro tier) / 1 business day (Standard, Essentials) | 24 hrs |
| **P1 · High** | Single agent failing, acceptance rate below threshold for 4 weeks, dependency deprecation imminent | 1 business day | 5 business days |
| **P2 · Standard** | Drift detected within thresholds, runbook update needed, +1 scoping | Next monthly review | Within current cycle |
| **P3 · Backlog** | Future-tier upgrades, research items | Quarterly review | Quarterly review |

Sustained P0 unresolved beyond 5 business days entitles Client to a service credit equal to the prorated days lost, applied to the following month's invoice.

### 4. Term, Renewal, and Termination

#### 4.1 Initial term
The initial term begins on the Effective Date and continues for the period specified above ({{Initial term}}).

#### 4.2 Renewal
The agreement renews automatically for successive 12-month terms unless either party provides written notice of non-renewal at least 30 days before the end of the current term. The renewal conversation is a contractual obligation: a 60-min call between Client sponsor and Studio principal in month 11, with a written renewal proposal delivered no later than month 12 day 1.

#### 4.3 Termination for cause
Either party may terminate this agreement for cause upon 30 days' written notice if the other party materially breaches and fails to cure within that 30-day period. Studio's failure to deliver the monthly health report for two consecutive months constitutes material breach.

#### 4.4 Termination for convenience
For the **Watch · Essentials** tier (6-month minimum): Client may terminate for convenience after the 6-month minimum with 30 days' written notice.

For the **Watch · Standard and Pro** tiers (12-month minimum): Client may terminate for convenience after month 6 with 60 days' written notice and a buyout fee equal to 50% of the remaining months' fees, capped at 3 months of fees.

For the **Sprint + Watch bundle**: the bundle is non-cancellable for the first 6 months. After month 6, the same buyout terms as Standard/Pro apply.

#### 4.5 Offboarding deliverables
Upon termination, Studio will provide:
- A final health report covering the full final month.
- Repository handoff: canonical eval suite, governance runbook, swap briefs, all monthly reports, and the pattern-library deployment manifest current as of the termination date.
- Slack channel archived 14 days after final report delivery.
- A 90-day grace window for emergency questions via email to the lead engineer.

Continued access to ongoing `@umbra/patterns` library updates ceases at the termination date — those are a Watch benefit and do not survive termination.

### 5. Fees and Payment

#### 5.1 Monthly fee
${{Monthly fee}} per month, billed in advance via invoice issued on the 1st of each month, payable Net 15.

#### 5.2 Multi-system pricing
If Watch covers more than one Studio-shipped agent system, additional systems are billed at 1.7× per additional system. Multi-system arrangements are documented in Exhibit C.

#### 5.3 Tier upgrade or downgrade
Tier changes take effect on the 1st of the month following written agreement, with prorated billing for the transition month.

#### 5.4 Late payment
Invoices unpaid 30 days past due accrue interest at 1.5% per month or the maximum allowed by law, whichever is lower. Studio reserves the right to suspend services after 60 days delinquent, with 14 days' notice.

### 6. Confidentiality and IP

#### 6.1 Confidentiality
Each party shall maintain the confidentiality of the other's non-public information disclosed during the engagement. Confidential information includes: the Client's data, agent prompts, internal workflows, governance runbook contents, financial information, and any deliverables marked confidential.

#### 6.2 Client IP
Client retains all rights to its data, content, brand assets, business processes, and the deployed agent code as configured for Client's environment.

#### 6.3 Studio IP
Studio retains all rights to: the `@umbra/patterns` library, the Studio harness and tooling, the generic Lighthouse Sprint and Watch frameworks, the Studio evaluation methodology, and any non-Client-specific patterns extracted during the engagement.

#### 6.4 Pattern contribution
If, during a Watch engagement, Studio extracts a pattern that becomes part of `@umbra/patterns`, Client receives:
- A non-exclusive perpetual license to continue using the pattern in its agent system after Watch termination.
- An optional case-study reference subject to Client's prior written approval.
- For Pro-tier clients only: a one-time pricing credit equal to one month's fee, applied to the renewal invoice.

#### 6.5 Reverse engineering
Client agrees not to reverse-engineer, decompile, or otherwise reconstruct Studio's harness or non-Client-specific tooling.

### 7. Liability

#### 7.1 Limitation of liability
Neither party shall be liable for any indirect, incidental, special, consequential, or punitive damages. Studio's total liability under this agreement is capped at the fees paid by Client to Studio in the 12 months preceding the claim.

#### 7.2 Carve-outs
The cap in §7.1 does not apply to: (a) breaches of confidentiality, (b) indemnification obligations under §7.3, (c) gross negligence or willful misconduct, or (d) Studio's intellectual-property infringement claims.

#### 7.3 Mutual indemnification
Each party shall indemnify and hold the other harmless from third-party claims arising from its own breach of this agreement, gross negligence, or willful misconduct.

### 8. General Provisions

#### 8.1 Governing law
This agreement is governed by the laws of {{Delaware · California · custom}}, without regard to conflict-of-laws principles.

#### 8.2 Dispute resolution
Disputes shall first be addressed via good-faith negotiation between principals. Unresolved disputes after 30 days are subject to binding arbitration under JAMS rules in {{venue}}.

#### 8.3 Force majeure
Neither party is liable for failures caused by circumstances beyond reasonable control, including major foundation-model provider outages of more than 24 hours, provided the affected party gives prompt notice and uses commercially reasonable efforts to resume performance.

#### 8.4 Assignment
Neither party may assign this agreement without the other's written consent, except in connection with a merger, acquisition, or sale of substantially all assets.

#### 8.5 Entire agreement
This agreement, together with the prior Sprint SOW (if applicable) and Exhibits A–C, constitutes the entire agreement between the parties and supersedes prior understandings.

#### 8.6 Amendments
Modifications require a written amendment signed by both parties. Sales correspondence, marketing collateral, and informal communications do not modify this agreement.

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## EXHIBIT A — Lighthouse Watch Product Specification (v1.0)

*Reference: `/studio-assets/lighthouse-watch/00-product-spec.md`. The current version of the spec is incorporated by reference; revisions to v1.1+ require Client's written acknowledgment to apply.*

## EXHIBIT B — Engagement Team

| Role | Name | Allocation |
|---|---|---|
| Lead engineer | {{Engineer name}} | {{8–10 hrs/mo · 14 hrs/mo for Pro}} |
| Studio principal | A. Saca | 1 hr/mo + quarterly reviews |
| Eval/ops automation | Studio shared resource | Async, scheduled |

For **Pro tier only**: the lead engineer named above is contractually committed to this engagement. Studio shall not reassign without 30 days' notice and Client consent (not unreasonably withheld).

## EXHIBIT C — Systems in Scope

| System | Sprint reference | Acceptance target | Notes |
|---|---|---|---|
| {{Agent system 1 name}} | {{Sprint SOW # · YYYY}} | ≥80% | {{notes}} |
| {{Agent system 2 if any}} | {{...}} | ≥80% | Multi-system multiplier 1.7× applied |

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## SIGNATURE BLOCKS

**Client**

Name: ___________________________________
Title: ___________________________________
Date: ___________________________________
Signature: ___________________________________

**Umbra Studio**

Name: A. Saca
Title: Principal
Date: ___________________________________
Signature: ___________________________________

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*v1.0 · 2026-05-03 · Approved for use as a Watch service-agreement template. Replace placeholders, do not modify clause numbering or substance without principal sign-off.*