The Folson Group LLC

Terms & Conditions

Effective Date: January 1, 2025

1. Introduction and Acceptance

These Terms and Conditions ("Agreement") govern the engagement between The Folson Group LLC ("Company," "we," "us," or "our") and the client or entity ("Client" or "you") accessing or using our consulting and professional services. By engaging The Folson Group LLC, executing a Statement of Work, or otherwise accessing our services, you agree to be bound by this Agreement.

If you do not agree to these terms, please do not engage our services. We reserve the right to update or modify this Agreement at any time, and continued engagement with our services following any such modification constitutes your acceptance of the revised terms.

2. Scope of Services

The Folson Group LLC provides consulting, advisory, and professional services as described in individual Statements of Work ("SOW"), proposals, or engagement letters executed by both parties (collectively, "Project Documents"). Each Project Document shall be incorporated into and governed by this Agreement.

2.1 Deliverables

The specific deliverables, timelines, and responsibilities for each engagement will be set forth in the applicable Project Documents. Any changes to the agreed scope must be documented in a written Change Order signed by both parties.

2.2 Client Responsibilities

The Client agrees to:

1.     Provide timely access to personnel, systems, data, and information reasonably required for The Folson Group LLC to perform the services.

2.     Designate a primary point of contact authorized to make decisions on behalf of the Client.

3.     Review and provide feedback on deliverables within the timeframes specified in the applicable Project Documents.

4.     Ensure that all information provided to The Folson Group LLC is accurate, complete, and does not infringe upon any third-party rights.

3. Payment and Fees

Fees for services rendered shall be as specified in the applicable Project Documents. Unless otherwise agreed in writing, the following terms apply:

3.1 Invoicing

The Folson Group LLC will issue invoices in accordance with the payment schedule set forth in the relevant Project Documents. Where no schedule is specified, invoices will be issued monthly for services rendered during the preceding calendar month.

3.2 Payment Terms

All invoices are due and payable within thirty (30) days of the invoice date. Payments shall be made in U.S. dollars unless otherwise agreed in writing.

3.3 Late Payments

Invoices not paid within the due date shall accrue interest at a rate of 1.5% per month (or the maximum rate permitted by applicable law, whichever is lower) from the due date until the date of actual payment. The Folson Group LLC reserves the right to suspend services in the event of non-payment after providing ten (10) days' written notice.

3.4 Expenses

Unless otherwise specified, the Client shall reimburse The Folson Group LLC for all pre-approved, reasonable out-of-pocket expenses incurred in connection with the services, including travel, lodging, and materials. Expenses will be invoiced with supporting documentation.

3.5 Taxes

All fees are exclusive of applicable federal, state, local, and foreign taxes, levies, or duties. The Client is responsible for paying all such taxes, excluding taxes based on The Folson Group LLC's income.

4. Intellectual Property

4.1 Client-Owned Deliverables

Subject to full payment of all fees and expenses, The Folson Group LLC hereby assigns to the Client all right, title, and interest in the work product and deliverables specifically created for the Client under an applicable Project Document ("Client Deliverables"), including all intellectual property rights therein.

4.2 The Folson Group LLC's Pre-Existing IP

Notwithstanding the foregoing, The Folson Group LLC retains all right, title, and interest in and to: (i) its pre-existing intellectual property, tools, methodologies, frameworks, templates, and know-how ("Folson IP"); and (ii) any improvements, enhancements, or derivatives of the Folson IP, even if incorporated into Client Deliverables. The Folson Group LLC grants the Client a non-exclusive, non-transferable, royalty-free license to use any Folson IP incorporated into Client Deliverables solely for the Client's internal business purposes.

4.3 Client Materials

The Client retains all ownership of data, content, and materials provided to The Folson Group LLC for use in connection with the services ("Client Materials"). The Client grants The Folson Group LLC a limited license to use Client Materials solely to perform the services.

5. Confidentiality

5.1 Definition

"Confidential Information" means any non-public information disclosed by one party ("Disclosing Party") to the other ("Receiving Party") in connection with the services, including business plans, financial data, trade secrets, client lists, pricing, methodologies, and technical information, whether disclosed orally or in writing.

5.2 Obligations

Each Receiving Party agrees to: (i) hold all Confidential Information of the Disclosing Party in strict confidence; (ii) use Confidential Information solely for the purpose of performing or receiving the services; and (iii) not disclose Confidential Information to third parties without the prior written consent of the Disclosing Party, except to employees or contractors with a need to know who are bound by obligations at least as protective as those contained herein.

5.3 Exceptions

Confidentiality obligations do not apply to information that: (i) is or becomes publicly known through no breach of this Agreement; (ii) was rightfully known by the Receiving Party prior to disclosure; (iii) is independently developed by the Receiving Party without use of Confidential Information; or (iv) is required to be disclosed by law or court order, provided that the Receiving Party gives prompt written notice to the Disclosing Party.

5.4 Term

Confidentiality obligations shall survive the termination of this Agreement for a period of three (3) years, or indefinitely with respect to trade secrets.

6. Limitation of Liability

6.1 Disclaimer of Warranties

THE FOLSON GROUP PROVIDES SERVICES ON AN "AS IS" BASIS. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE FOLSON GROUP DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

6.2 Limitation of Damages

IN NO EVENT SHALL THE FOLSON GROUP BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS OR REVENUES, LOSS OF DATA, OR BUSINESS INTERRUPTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

6.3 Cap on Liability

THE FOLSON GROUP'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY THE CLIENT TO THE FOLSON GROUP DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY.

7. Term and Termination

7.1 Term

This Agreement commences on the date first accepted by the Client and continues until terminated in accordance with its terms or until all active Project Documents have concluded.

7.2 Termination for Convenience

Either party may terminate this Agreement or any Project Document upon thirty (30) days' written notice to the other party. Upon termination, the Client shall pay for all services rendered and expenses incurred up to and including the effective date of termination.

7.3 Termination for Cause

Either party may terminate this Agreement immediately upon written notice if the other party: (i) materially breaches this Agreement and fails to cure such breach within fifteen (15) days of written notice; or (ii) becomes insolvent, makes a general assignment for the benefit of creditors, or has a receiver appointed.

7.4 Effect of Termination

Upon termination, all licenses granted hereunder shall terminate, each party shall return or destroy the other party's Confidential Information, and all outstanding fees shall become immediately due and payable. Provisions that by their nature should survive termination shall do so, including Sections 4, 5, 6, and 8.

8. General Provisions

8.1 Independent Contractor

The Folson Group LLC is an independent contractor and not an employee, partner, or agent of the Client. Nothing in this Agreement shall be construed to create a joint venture, partnership, or employment relationship between the parties.

8.2 Non-Solicitation

During the term of any active engagement and for twelve (12) months thereafter, neither party shall directly solicit for employment or hire any employee or contractor of the other party who was involved in the delivery or receipt of the services, without prior written consent.

8.3 Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of [State], without regard to its conflict of law provisions. Any dispute arising under this Agreement that cannot be resolved through good-faith negotiation shall be submitted to binding arbitration under the rules of the American Arbitration Association.

8.4 Entire Agreement

This Agreement, together with all applicable Project Documents, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior discussions, agreements, and understandings. Any amendment must be in writing and signed by authorized representatives of both parties.

8.5 Severability

If any provision of this Agreement is found to be unenforceable, such provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall continue in full force and effect.

8.6 Waiver

No waiver of any right or obligation under this Agreement shall be effective unless in writing. Failure to enforce any provision shall not constitute a waiver of future enforcement rights.

8.7 Force Majeure

Neither party shall be liable for delays or failures in performance resulting from circumstances beyond its reasonable control, including weather, acts of God, natural disasters, government actions, labor disputes, or disruptions to internet or telecommunications infrastructure.

8.8 Notices

All notices under this Agreement shall be in writing and delivered by email with confirmed receipt, or by certified mail to the addresses specified in the applicable Project Documents or as otherwise notified in writing.

9. Acknowledgment

By engaging The Folson Group LLC's services, executing a Statement of Work, or otherwise indicating acceptance, the Client acknowledges that it has read, understood, and agrees to be bound by these Terms and Conditions.

THE FOLSON GROUP LLC

Authorized Signature

Name: _______________________________     Title: ________________________________

Date:  _______________________________

CLIENT

Authorized Signature

Name: _______________________________     Title: ________________________________

Date:  _______________________________