The purpose of this agreement is to define the terms under which the Client will share a proprietary software concept and the Consultant will act as a Technical Consultant and Co-Researcher in the development of the idea.
The project involves the conceptualization and development of an AI-driven learning and training application capable of:
- Breaking learning materials into structured modules
- Summarizing educational content
- Automatically generating quizzes
- Producing lecture notes
- Generating audio explanations
- Structuring learning paths from raw materials
- Issuing certificates upon course completion
The project is currently in the research and prototype development stage.
The Consultant agrees that all information shared by the Client related to the project shall be treated as strictly confidential.
Confidential information includes but is not limited to:
- Software concept and design
- Product strategy
- AI implementation methods
- Technical architecture
- Business plans
- Research documents
The Consultant shall not disclose, copy, distribute, or use such information outside the scope of this project without written permission from the Client.
Kaypixel Web Service shall act as Technical Consultant and Co-Research Partner.
Responsibilities include:
- Advising on system architecture
- Researching AI technologies
- Designing the application framework
- Planning the Minimum Viable Product (MVP)
- Advising on AI integration for summarization, quiz generation, and audio
- Assisting in development of the MVP prototype
The collaboration shall focus on building a Minimum Viable Product (MVP) containing:
- AI-powered material processing
- Automatic course/module generation
- Content summarization
- Quiz generation
- Lecture note generation
- Audio narration for lessons
- Course completion certificates
- A hosted prototype for testing
The Client agrees to compensate the Consultant as follows:
Duration: 3 Months
Total Consultancy Fee: ₦150,000
Payments shall be made monthly during the consultancy period. Failure to make payment may result in temporary suspension of development work until payment is received.
At the end of the consultancy period the Consultant shall deliver:
- A working Minimum Viable Product
- A hosted prototype system
- Integration of basic AI functionalities
- A testable platform environment
- Basic technical documentation where required
All intellectual property relating to the original concept and product idea remains the property of the Client.
However, the Consultant retains the right to:
- Use general technical knowledge gained during the project
- Reference the project in professional portfolio (without revealing confidential details)
Upon completion of the consultancy period and full payment, the Client shall receive access to the MVP source code and system files.
The Consultant retains ownership of:
- Generic development tools
- Reusable software libraries
- Framework components not unique to the project
If the MVP cannot be completed within the initial 3-month development period due to technical complexity or additional requirements, the timeline may be extended upon mutual written agreement.
Extended work shall require continued consultancy payment or a renegotiated fee.
The project may require third-party services such as AI APIs, cloud hosting, speech generation services, and data storage systems.
The Consultant shall not be liable for market performance of the product, commercial success of the platform, or future scaling beyond the MVP.
The Consultant's responsibility is limited to technical consultation and MVP development.
Future work such as scaling the platform, adding features, server maintenance, security updates, and mobile applications shall require a separate development agreement.
If the platform becomes a commercial startup, the Client may offer the Consultant revenue sharing or equity participation.
Either party may terminate this agreement by providing 14 days written notice.
If terminated early, payment must be made for work completed up to the termination date, and the Consultant shall deliver all completed research and development work.
This Agreement shall be governed by the laws of the Federal Republic of Nigeria.
By signing below, both parties confirm that they have read and agreed to the terms of this agreement.
The agreed monthly consultancy fee of ₦50,000 shall be paid at the beginning of each consultancy month. Development work for each phase shall commence only after the corresponding monthly payment has been received.
The consultancy fee covers only the development of the MVP as defined in this document. Additional features, integrations, or expansions shall require:
- A separate development proposal
- A revised project timeline
- Additional fees mutually agreed upon by both parties
If the Client becomes unresponsive or fails to provide required materials, feedback, approvals, or payments for a continuous period exceeding thirty (30) days, the project shall be considered inactive.
To resume development after inactivity, the Client may be required to settle outstanding payments, pay a reactivation fee, and agree to a revised schedule.
Acknowledgement & Execution
§ 16 · Final Signatures · Agreement Date: April 15, 2026