Standing Legal Definitions

Affiliate

Any entity that directly or indirectly controls, is controlled by, or is under common control with a party. “Control” means the direct or indirect power to direct or cause the direction of the management or policies of an entity, whether through ownership of voting securities, by contract, or otherwise.

Agreement

The Engagement Agreement, together with the applicable Statement(s) of Work and the Standing Legal Terms.

Claim

Any third-party claim, demand, action, suit, or proceeding asserted by a third party against a party arising out of or relating to the Services or Deliverables.

Client Materials

Any data, documents, content, specifications, software, or other materials provided by or on behalf of Client for use by TBG in connection with the Services.

Client Parties

Client, its Affiliates, and their respective directors, officers, employees, contractors, and agents.

Company

The Benevolence Group, LLC (“TBG”).

Deliverables

The reports, analyses, documentation, or other materials specifically identified as deliverables in an applicable Statement of Work.

Derivative

With respect to intellectual property, any enhancement, modification, translation, adaptation, improvement, or other work based upon or derived from such intellectual property.

Effective Date

The date on which the applicable Agreement or Statement of Work becomes effective as indicated in the signature block or order documentation.

Emergency Request

Services requested by Client on an expedited basis outside TBG’s normal business hours or requiring accelerated scheduling.

Fees

All amounts payable by Client for Services under the Agreement or any Statement of Work, including professional fees, retainers, time-and-materials charges, fixed fees, reimbursable expenses, and other agreed charges.

General Utility Code

Templates, methodologies, frameworks, scripts, playbooks, checklists, tools, utilities, algorithms, and other intellectual property of a general or reusable nature developed or owned by TBG that are not specific Deliverables for a particular Client engagement.

Non-Recurring Charges (NRC)

Fees that are assessed once in connection with a specific Service, Deliverable, or project activity.

Recurring Charges (RC)

Fees assessed on a periodic basis, including advisory retainers, subscription-style services, or other regularly recurring payments specified in a Statement of Work.

Representatives

A party’s employees, contractors, consultants, advisors, and agents.

Services

The consulting, advisory, and professional services described in one or more Statements of Work and performed by TBG pursuant to the applicable Agreement.

Statement of Work (SOW)

A written document executed by the parties describing the specific Services, Deliverables, schedule, and Fees applicable to a particular engagement.

TBG IP

All intellectual property owned or developed by TBG independently of a specific Statement of Work, including TBG Pre-Existing IP, General Utility Code, and any Derivatives of the foregoing. For clarity, TBG IP does not include Work Product created specifically for Client under a Statement of Work.

TBG Parties

TBG, its Affiliates, and their respective directors, officers, employees, contractors, and agents.

TBG Pre-Existing IP

All intellectual property owned, created, or acquired by TBG prior to the Effective Date of a Statement of Work, together with any Derivatives of such intellectual property.

Term

The period during which Services are provided under a particular Statement of Work unless earlier terminated in accordance with the applicable Agreement.

Third-Party Materials

Any intellectual property, software, tools, content, or services provided by a third party and incorporated into or used in connection with the Services.

Time and Materials Charges

Fees calculated based on the time spent by TBG personnel performing Services at the applicable hourly or daily rates specified in the Statement of Work, together with any approved expenses.

Work Product

Any customized reports, analyses, documentation, or other materials created specifically for Client in the course of providing the Services and identified as Deliverables in the applicable Statement of Work. Work Product does not include TBG Pre-Existing IP, General Utility Code, or Third-Party Materials.