Effective Date: {date}
Between Process Architect, LLC ("Consultant") and {whatIs158} ("Client")
1. Engagement Scope
Client agrees to engage Process Architect, LLC (“Consultant”) to perform the following services, selected prior to execution of this Agreement:
| Service |
Provided |
| Software Concierge Service |
{wouldYou} |
| System Implementation and/or SOP Creation |
{whichOf} |
| Automation and/or Team Training Services |
{whichOf46} |
| Retainer Service |
{wouldYou38} |
Each selected service will be delivered according to its respective timeline, inclusions, and pricing as outlined in the Consultant’s official service catalog. Client acknowledges these service descriptions are incorporated into this Agreement by reference and define the complete scope of work.
2. Term & Pausing
This Agreement remains in effect until all selected services are complete, unless terminated earlier under Section 9.
Clients may pause the engagement once for up to 90 days (“Busy Season Guarantee”). A pause beyond 90 days may result in renegotiation of timeline, pricing, or deliverables.
3. Fees & Payment Terms
Total Investment: {totalPartnership155}
Upfront Payments:
An invoice will be issued within 24 hours of signing. Payment is due within 48 hours.
Payment Plans:
Invoices are sent on the 1st of each month, due by the 15th.
A 10% late fee applies on the 20th.
If unpaid by the 30th, all work will pause.
If unpaid by the 45th, Consultant may terminate this Agreement.
SOP/Implementation Deposits:
If a payment plan is used for SOP or Implementation services and the Client cancels, they forfeit their {refundableDeposit} refundable deposit.
Non-Refundability:
All payments are non-refundable once made, regardless of service progress or outcome.
4. Communication & Client Responsibilities
To ensure timely delivery:
Client agrees to participate in all scheduled meetings and provide requested information or access within 2 business days.
Consultant will notify Client at least 48 hours in advance of who must attend meetings. If key attendees are missing, Consultant may cancel the session.
Both parties agree to respond to emails or assigned tasks within 2 business days unless otherwise agreed in writing.
Client acknowledges delays in these areas may impact project delivery.
5. Deliverables & Acceptance
Client owns all finalized deliverables, including SOPs, automations, templates, and documented workflows.
Consultant retains ownership of any pre-existing materials, templates, or frameworks used during the engagement.
Acceptance Process: Client will review each deliverable within 5 business days of delivery. If no feedback is received, the deliverable will be considered accepted.
6. Professional Standards & Support
Consultant warrants that services will be delivered in a professional and workmanlike manner, aligned with industry best practices.
If a deliverable fails to meet the agreed-upon specifications, Consultant will revise or correct it at no additional charge, provided the issue is raised within 30 days of delivery.
Consultant offers up to 2 hours of complimentary post-engagement support within 30 days of final project delivery to ensure smooth implementation.
7. Confidentiality & Data Use
Each party agrees to keep confidential all sensitive business, operational, or login information obtained during the course of the engagement.
Consultant may reference anonymized results, templates, or screenshots (with identifying information removed) in future case studies, demos, or marketing material unless otherwise agreed in writing.
8. Marketing & Portfolio Use
Unless Client opts out in writing, Consultant may:
List Client’s name/logo on their website or marketing material.
Reference the general scope of work completed (without disclosing trade secrets).
Show completed work done in Client's accounts to other current or prospective clients.
Use call recordings, work completed, and client stories for general marketing material.
9. Termination
Client-Initiated Cancellation:
Clients not on SOP or Implementation payment plans may cancel at any time. No refunds will be issued for prior payments.
Consultant-Initiated Cancellation:
Consultant may terminate the Agreement with written notice if:
Client fails to meet obligations under Section 4;
Payment remains overdue past 45 days;
Client engages in unethical, illegal, or harmful behavior that disrupts service.
In all cases involving SOP/Implementation payment plans, cancellation results in forfeiture of any refundable deposit.
A 5-business-day "cure period" will be provided before Consultant exercises the right to terminate.
10. Limitation of Liability
Consultant shall not be liable for:
Business decisions made by the Client;
Hiring outcomes based on Consultant's recommendations;
Performance of third-party tools or platforms.
Total liability for any claim shall not exceed the total fees paid under this Agreement. Consultant is not liable for indirect or consequential damages.
11. Disclaimers
Except as expressly stated, all services and deliverables are provided “as is,” without any other warranties, express or implied, including warranties of merchantability or fitness for a particular purpose.
Consultant does not guarantee specific business outcomes, revenue increases, or operational performance improvements.
12. Indemnification
Each party agrees to indemnify and hold the other harmless from any third-party claims, damages, or liabilities arising from its own negligence, willful misconduct, or breach of this Agreement.
13. Force Majeure
Neither party will be held liable for delays or failure to perform due to causes beyond their control, including natural disasters, illness, software outages, government orders, or similar events.
14. Independent Contractor
Consultant is an independent contractor and not an employee, partner, or agent of the Client. Nothing in this Agreement creates a joint venture or employment relationship.
15. Non-Solicitation
Neither party will directly solicit or hire the other’s team members, subcontractors, or employees during the Agreement term or within six (6) months of termination.
16. Governing Law & Dispute Resolution
This Agreement will be governed by the laws of the State of Tennessee.
Both parties agree to attempt good-faith mediation prior to pursuing legal action.
17. Severability & Waiver
If any portion of this Agreement is found invalid, the remainder shall remain enforceable.
Failure to enforce any provision does not waive the right to enforce it in the future.
18. Entire Agreement
This Agreement reflects the entire understanding between the parties and supersedes all prior conversations or written agreements. Amendments must be made in writing and signed by both parties.
19. Signatures
By signing below, both parties agree to the terms outlined above: