DRAFT. ATTORNEY REVIEW REQUIRED. NOT AN OFFER TO SELL A LICENSE.
Version 2026-09-24-draft. Governing law: Arizona. Licensor: Knight Ops Inc. (entity details to confirm).
This draft is published so applicants can read the intended terms before a fit call. It is not a binding agreement and nothing on the Knight Ops website is an offer to sell a license. Knight Ops will not accept payment for a license until qualified counsel has reviewed the program, including whether it is a franchise or business opportunity under federal or state law. Items marked [ATTORNEY] are open decisions for counsel.
Article 1. Parties and definitions
1.1 Parties. This License Agreement (the "Agreement") is between Knight Ops Inc., an Arizona corporation ("Knight Ops") [ATTORNEY: confirm legal name, entity type and state of formation], and the person or business entity identified on the signature page ("Licensee").
1.2 Licensee as a business. Licensee is an independent business with its own legal entity, tax identification and bank account. [ATTORNEY: confirm whether sole proprietors may sign or an entity is required.]
1.3 Definitions.
- "System" means the Knight Ops build system: the hosted administration workspace, customer relationship and project tools, intake builders (website, dashboard, mobile application and blueprint session), build prompts, the Claude Code build pipeline and orchestration, the automated bug fix and feature request pipeline, client hub and share links, project update documents, meeting transcript matching, billing integration, templates, skills, standard operating procedures and training materials, as they exist and are updated from time to time.
- "Licensed Materials" means the System and all documentation, prompts, templates, skills, playbooks, recordings and other materials Knight Ops provides under this Agreement.
- "Platform" means the hosted software Knight Ops operates to deliver the System, including the licensee workspace at knightops.biz.
- "Marks" means the Knight Ops name, logo and the attribution mark "Built on Knight Ops".
- "Client" means a person or business that contracts with Licensee for services Licensee delivers using the System.
- "Client Revenue" means all amounts invoiced by Licensee to Clients for services delivered using the System, including build fees, continuity or maintenance fees and hosting pass-through margins, net of refunds actually issued and sales taxes collected. [ATTORNEY: confirm treatment of pass-through third-party costs.]
- "Effective Date" means the date both parties accept this Agreement.
- "Territory" means none. The license is non-exclusive and carries no protected territory.
Article 2. Grant of license
2.1 Grant. Subject to this Agreement and timely payment of fees, Knight Ops grants Licensee a non-exclusive, non-transferable, non-sublicensable, revocable license during the Term to use the System and Licensed Materials to deliver services to Licensee's own Clients.
2.2 Brand. Licensee operates under Licensee's own business name and brand. Licensee may display the attribution mark "Built on Knight Ops" according to Exhibit C. Licensee may not hold itself out as Knight Ops, as an office, branch or agent of Knight Ops, or use the Marks in its business name, domain name or social handles. [ATTORNEY: this clause is drafted to limit the trademark element of the franchise definition; confirm.]
2.3 Restrictions. Licensee will not (a) resell, sublicense, rent or provide the System itself to any third party as a product; (b) copy, extract or publish prompts, skills, templates or playbooks outside delivery of Client work; (c) reverse engineer the Platform; (d) use the System to build a product that competes with the System; (e) share workspace credentials; or (f) use the System in violation of law or Exhibit B.
2.4 Reservation. All rights not expressly granted are reserved by Knight Ops.
Article 3. Term
3.1 Initial term. The initial term is twelve (12) months from the Effective Date, paid in advance under Article 4.
3.2 Renewal. After the initial term, this Agreement continues month to month at the Monthly Fee until either party gives thirty (30) days' written notice of non-renewal.
3.3 Price changes. Knight Ops may change the Monthly Fee on sixty (60) days' written notice, effective no earlier than the next renewal month. [ATTORNEY: consider an annual escalator cap instead.]
Article 4. Fees
4.1 License fee. Fifteen thousand US dollars ($15,000), consisting of a five thousand dollar ($5,000) license setup fee and a ten thousand dollar ($10,000) first-year license fee, due in full at signing. Financing may be offered through a third-party provider under that provider's own terms; Knight Ops is not the lender. [ATTORNEY: disclosure requirements for arranged financing.]
4.2 Monthly fee. One thousand US dollars ($1,000) per month beginning in month thirteen (13), billed automatically to the payment method on file.
4.3 Platform override. Three percent (3%) of Client Revenue. For payments Clients make through Licensee's connected Stripe account on the Platform, the override is collected automatically as an application fee at the time of payment. For Client Revenue invoiced or collected outside the Platform, Licensee will report it monthly by the tenth (10th) day of the following month and pay the override within fifteen (15) days of the report.
4.4 Records and audit. Licensee will keep accurate records of Client Revenue for three (3) years. Knight Ops may, on thirty (30) days' notice and not more than once per year, review those records. If an underpayment exceeds five percent (5%) for the period reviewed, Licensee pays the reasonable cost of the review.
4.5 Late payment. Amounts unpaid fifteen (15) days after the due date may accrue interest at the lesser of 1.5% per month or the maximum lawful rate, and Knight Ops may suspend Platform access after written notice and a ten (10) day cure period.
4.6 Taxes. Fees exclude taxes. Licensee pays applicable sales, use and similar taxes. [ATTORNEY: sales tax treatment of software licenses by Licensee state.]
4.7 No refunds. Fees are non-refundable except as required by law or as stated in Article 14. [ATTORNEY: cooling-off rights in states that regulate business opportunities.]
Article 5. Licensee obligations
5.1 Independent business. Licensee maintains its own entity, licenses, permits and insurance, including general liability and professional (errors and omissions) insurance with limits of at least [ATTORNEY: amount] per claim.
5.2 Client contracts. Licensee contracts with Clients in Licensee's own name, sets its own prices and terms, and is solely responsible for its Client relationships. Licensee's Client contracts must at minimum (a) give the Client ownership of deliverables consistent with Exhibit A's continuity standard, (b) disclose that the Client's system is built on and monitored through the Platform, and (c) include the monitoring consent language in Exhibit B.
5.3 Quality standards. Licensee will follow the published quality standards in the Licensee SOP (ship checklist, security baseline, testing as a real non-admin user, accessibility at mobile widths, and timely handling of Client requests). These are quality standards for work delivered on the Platform, not control over how Licensee runs its business. [ATTORNEY: confirm characterisation for the franchise "significant control" element.]
5.4 Timeliness. Licensee agrees that the Platform measures the age of Client bug reports and feature requests against the timeliness standards in Exhibit B and may alert Licensee and, where the Client contract provides, report status to the Client.
5.5 No earnings claims. Licensee will not make statements about income or earnings Licensee or anyone else has made or may make from the program, and will not make claims about Knight Ops that Knight Ops has not approved in writing.
5.6 Marketing standards. Licensee's marketing must be truthful, must not state or imply that Licensee is Knight Ops, and must comply with applicable advertising, email (CAN-SPAM), text messaging (TCPA) and privacy laws.
5.7 Acceptable use and security. Licensee will keep credentials secure, enable multi-factor authentication where offered, not attempt to access data belonging to Knight Ops or other licensees, and promptly report any suspected security incident.
5.8 Client data. Licensee is responsible for obtaining the Client consents needed to process Client data on the Platform and for honouring Client data requests.
5.9 Tools. Licensee provides and pays for its own AI subscriptions and API keys (including Claude and Claude Code), computers, and third-party services not listed in Exhibit D.
Article 6. Knight Ops obligations
6.1 Platform. Knight Ops will use commercially reasonable efforts to keep the Platform available, excluding scheduled maintenance and events outside its reasonable control. [ATTORNEY: whether to state an availability target.]
6.2 Updates. Knight Ops may update the System at any time. Knight Ops will not remove a core capability listed in Exhibit D during the initial term without providing a reasonable substitute.
6.3 Training and support. Knight Ops provides the monthly group training and support described in Exhibit D.
6.4 Continuity seat. Knight Ops may hold a continuity seat on Client systems built on the Platform so that Clients are not stranded if Licensee stops operating (Article 14.5).
6.5 What Knight Ops does not do. Knight Ops does not guarantee that Licensee will obtain any Client, any revenue, any profit, any search ranking or any answer-engine placement. Knight Ops does not supply Clients or leads to Licensee.
Article 7. Intellectual property
7.1 Knight Ops property. Knight Ops owns the System, Licensed Materials, Marks and all improvements to them, including improvements suggested by Licensee.
7.2 Licensee property. Licensee owns its business name, brand, Client relationships and Client contracts.
7.3 Client deliverables. As between Knight Ops and Licensee, code and content created for a specific Client and delivered under a Client contract may be owned by the Client as that contract provides, except that the System, prompts, templates and reusable components remain Knight Ops property licensed for the Client's use of its own system.
7.4 Feedback. Licensee grants Knight Ops a perpetual, royalty-free license to use any feedback or suggestions.
7.5 Trade secrets. Prompts, skills, playbooks and unpublished parts of the System are Knight Ops trade secrets and Confidential Information.
Article 8. Data and privacy
8.1 Roles. For Client data processed on the Platform, Licensee acts as controller (or processor for its Client) and Knight Ops acts as Licensee's processor or sub-processor. [ATTORNEY: confirm roles; attach the data processing addendum outlined in Exhibit E.]
8.2 Subprocessors. Knight Ops uses the subprocessors listed on its subprocessor page (hosting, database, email delivery, payments, AI model providers, meeting transcription) and will give notice of material changes.
8.3 Export and deletion. Licensee may export its data at any time. On termination, Knight Ops keeps Licensee data available for export for thirty (30) days, then deletes or anonymises it except where law requires retention.
Article 9. Relationship of the parties
9.1 Independent contractors. The parties are independent contractors. Nothing in this Agreement creates an employment, agency, partnership or joint venture relationship. Licensee has no authority to bind Knight Ops.
9.2 Franchise status. [ATTORNEY: determine whether this program is a franchise under 16 CFR Part 436 or state franchise laws, or a business opportunity under 16 CFR Part 437 or state law. Knight Ops will not sell a license until this is resolved and any required disclosure document is delivered and waiting periods have passed.]
Article 10. Confidentiality
10.1 Each party will protect the other's Confidential Information with at least reasonable care, use it only to perform this Agreement, and not disclose it except to personnel and advisers bound by similar obligations. These obligations survive for three (3) years after termination, and indefinitely for trade secrets.
Article 11. Warranties and disclaimers
11.1 Each party warrants that it has authority to enter this Agreement.
11.2 EXCEPT AS EXPRESSLY STATED, THE SYSTEM AND LICENSED MATERIALS ARE PROVIDED "AS IS". KNIGHT OPS DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, AND DOES NOT WARRANT THAT AI-GENERATED OUTPUT IS ACCURATE, SECURE OR FREE OF ERRORS. LICENSEE IS RESPONSIBLE FOR REVIEWING AND TESTING EVERYTHING IT DELIVERS TO CLIENTS.
Article 12. Limitation of liability
12.1 Neither party is liable for indirect, incidental, special, consequential or punitive damages, or lost profits or revenue.
12.2 Each party's total liability under this Agreement is limited to the fees Licensee paid to Knight Ops in the twelve (12) months before the event giving rise to the claim.
12.3 These limits do not apply to Licensee's payment obligations, breach of Article 2.3 or Article 10, or a party's indemnity obligations. [ATTORNEY: confirm carve-outs.]
Article 13. Indemnification
13.1 By Licensee. Licensee will defend and indemnify Knight Ops against third-party claims arising from Licensee's services to Clients, Licensee's marketing, or Licensee's breach of this Agreement or law.
13.2 By Knight Ops. Knight Ops will defend and indemnify Licensee against third-party claims that the System, as provided by Knight Ops and used as permitted, infringes a United States intellectual property right.
13.3 Procedure. The indemnified party gives prompt notice, reasonable cooperation, and control of the defence to the indemnifying party.
Article 14. Termination
14.1 For cause. Either party may terminate for a material breach not cured within thirty (30) days of written notice.
14.2 Non-payment. Knight Ops may terminate if any fee remains unpaid thirty (30) days after written notice.
14.3 Immediate. Knight Ops may suspend or terminate immediately for a security threat to the Platform, fraud, or a violation of Article 5.5.
14.4 Effect. On termination the license ends. Platform access continues for a thirty (30) day export window. Licensee keeps its Clients and Client contracts. Prepaid fees are not refunded except as required by law. [ATTORNEY: pro-rata refund if Knight Ops terminates without cause.]
14.5 Client continuity. If Licensee stops operating, becomes unreachable for thirty (30) days, or terminates without arranging Client transition, Knight Ops may offer continuity services directly to affected Clients. Knight Ops will not otherwise solicit Licensee's Clients during the Term and for twelve (12) months after.
14.6 Survival. Articles 4 (for accrued amounts), 7, 8.3, 10, 11, 12, 13, 14.4 to 14.6, 15, 16 and 17 survive.
Article 15. Non-solicitation
15.1 During the Term and for twelve (12) months after, neither party will solicit for employment the other's employees or contractors who were materially involved in this Agreement, except through general advertising. This Agreement contains no broad non-compete. [ATTORNEY: confirm reasonableness under Arizona law.]
Article 16. Dispute resolution
16.1 Governing law. Arizona law governs, without regard to conflict-of-law rules, except where the law of Licensee's state mandatorily applies.
16.2 Process. The parties will first try to resolve a dispute by good-faith negotiation for thirty (30) days, then non-binding mediation in Maricopa County, Arizona. [ATTORNEY: choose binding arbitration or the state and federal courts of Maricopa County as the final forum; confirm enforceability against licensees in states with franchise relationship laws.]
Article 17. General
17.1 Assignment. Licensee may not assign this Agreement without Knight Ops' written consent. Knight Ops may assign it to a successor of its business.
17.2 Notices. Notices must be in writing and sent by email with confirmation, or by courier, to the addresses on the signature page.
17.3 Entire agreement. This Agreement, including its exhibits, is the entire agreement on its subject and supersedes all prior discussions. No statement on a website, call or email changes it.
17.4 Amendment. Amendments must be in writing and accepted by both parties.
17.5 Severability. If any provision is unenforceable, the rest remains in effect and the provision is enforced to the maximum extent permitted.
17.6 Electronic acceptance. The parties may accept this Agreement electronically, including by checking an acceptance box at checkout, which records the version accepted, the time and the originating IP address.
Exhibit A. Fee schedule and continuity standard
| Item | Amount | When |
|---|---|---|
| License setup | $5,000 | At signing |
| First-year license | $10,000 | At signing |
| Monthly license fee | $1,000 per month | From month 13 |
| Platform override | 3% of Client Revenue | At payment (on Platform) or monthly (off Platform) |
| Continuity package minimum | $750 per month per Client (provisional) | Licensee sets its own price at or above the minimum |
Continuity standard: every Client build includes six (6) months of included continuity from launch; ongoing automated bug fixes and feature requests after that are offered through Licensee's continuity package. [Open decision for Knight Ops: the minimum continuity fee; $750 is provisional.]
Exhibit B. Timeliness standards and monitoring consent
| Request type | Standard |
|---|---|
| Critical bug (system down, data at risk) | First response within 24 hours |
| High-priority bug | Resolved or scheduled within 72 hours |
| Other bug | Resolved or scheduled within 7 days |
| Feature request | Scoped and answered within 14 days |
| Claimed item with no progress | Flagged after 48 hours |
The Platform records the age of each open request and alerts Licensee as standards are approached and passed. Licensee's Client contracts include this consent: "Your system is built on the Knight Ops platform. Requests you submit are tracked for timeliness, and Knight Ops may contact you about the status of your requests if they fall behind."
Exhibit C. Attribution mark usage
Licensee may display "Built on Knight Ops" in a site footer, proposal footer or client portal footer, in text or with the supplied badge, linking to https://www.knightops.biz. The mark may not be larger or more prominent than Licensee's own brand, altered, or combined with Licensee's name. Knight Ops may update these guidelines on notice.
Exhibit D. Training and support
- Monthly live group training covering the System, building better applications, websites and dashboards, client acquisition, positioning, proposals, databases, Claude and Claude Code setup, scheduled tasks and skills, and sales. Recordings are available in the workspace.
- Support and Q&A through the channels listed in the Licensee SOP, with a target first response of one (1) business day.
- Onboarding: a structured 30-day onboarding plan, including a workspace setup session.
- Core capabilities of the Platform: licensee workspace, client and project management, the four intake builders, share links for review and approval, the automated bug fix and feature pipeline, project update documents, meeting transcript matching, and billing through a connected Stripe account.
Exhibit E. Data processing addendum (outline)
Subject matter and duration; nature and purpose of processing; categories of data and data subjects; Licensee instructions; confidentiality of personnel; security measures; subprocessors and notice of changes; assistance with data subject requests; breach notification within seventy-two (72) hours of confirmation; deletion or return at termination; audit information; international transfers. [ATTORNEY: complete.]