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Standing Legal Terms

 

1. Application of Standing Legal Terms

These Standing Legal Terms (“SLT”) apply to all consulting, advisory, and professional services performed by Benevolence Group, LLC (“TBG”) pursuant to any Engagement Agreement or Statement of Work (“SOW”) that incorporates these SLT by reference.

In the event of a conflict between:

  1. an Engagement Agreement,
  2. a Statement of Work, and
  3. these Standing Legal Terms,

the Statement of Work shall control with respect to the specific Services described in that SOW, followed by the Engagement Agreement, and then these SLT.

Defined terms used but not defined in these SLT have the meanings set forth in Standing Legal Definitions (“SLD”). The current SLD are available at:

https://benevolence.group/standing-legal-definitions

or will be provided upon request.

 

2. Service Delivery and Client Cooperation

2.1. Services. TBG will perform the Services described in each applicable SOW using commercially reasonable professional skill and care.

 

2.2. Client Cooperation. Client acknowledges that TBG’s performance is dependent upon timely cooperation from Client and its personnel, including providing reasonable access to information, personnel, facilities, and systems as necessary for TBG to perform the Services.

 

2.3. Client Information. Client is responsible for the accuracy, completeness, and timeliness of all data, materials, and information provided to TBG in connection with the Services. TBG shall be entitled to rely upon such information without independent verification. TBG shall not be liable for errors, delays, or outcomes resulting from inaccurate, incomplete, or untimely information provided by Client or third parties acting on Client’s behalf. TBG will not be responsible for delays resulting from the acts or omissions of Client or third parties under Client’s control. Any delivery schedules or deadlines may be reasonably extended to account for such delays. TBG provides professional advisory services only and does not guarantee outcomes, results, cost savings, regulatory approvals, or business performance.

 

2.4. Scope of Services. TBG’s obligations are limited to the Services expressly described in the applicable Statement of Work. TBG shall have no responsibility to perform services not expressly included in a Statement of Work, and Client acknowledges that any expansion of scope must be documented in a written amendment or new Statement of Work.

 

2.5. No Implied Services or Deliverables. Client acknowledges that the Services and Deliverables to be provided by TBG are limited to those expressly described in the applicable Statement of Work. TBG shall have no obligation to provide additional services, analyses, reports, deliverables, or documentation unless expressly stated in the applicable Statement of Work or a written amendment signed by both parties. Client agrees that expectations, assumptions, prior discussions, or industry practices shall not create additional obligations beyond those expressly stated in the Statement of Work

 

3. Confidentiality, Data Protection, and Feedback

3.1. Definition of Confidential Information. “Confidential Information” means any non-public information disclosed by one party (“Disclosing Party”) to the other party (“Receiving Party”), directly or indirectly, including through its affiliates, employees, contractors, or agents, that (i) is identified as confidential, proprietary, or similar designation; (ii) should reasonably be understood to be confidential; or (iii) relates to business operations, technical information, pricing, customer relationships, or the terms of the parties’ engagement.

 

3.2. Exclusions. Confidential Information does not include information that the Receiving Party can demonstrate: (i) was already known without restriction; (ii) becomes publicly available without breach of these SLT; (iii) is received from a third party lawfully and without confidentiality obligations; or (iv) is independently developed without reference to Confidential Information.

 

3.3. Obligations. The Receiving Party will: (i) protect Confidential Information using reasonable care; (ii) use it only for purposes of performing obligations under the applicable SOW; and (iii) restrict disclosure to employees, contractors, or advisors with a legitimate need to know. Each party remains responsible for any breach by its personnel or representatives.

 

3.4. Compelled Disclosure. If disclosure is required by law or court order, the Receiving Party will, where legally permitted, provide prompt notice to allow the Disclosing Party to seek protective measures.

 

3.5. Return or Destruction. Upon termination of the engagement or written request, the Receiving Party will return or destroy Confidential Information, except for archival copies retained for legal or compliance purposes.

 

3.6. Marketing and Publicity. Neither party may use the other’s name, trademarks, or logos in marketing materials without prior written consent.

 

4. Intellectual Property Rights

4.1. TBG IP. TBG retains all rights, title, and interest in and to its pre-existing materials, methodologies, frameworks, templates, tools, know-how, and other intellectual property developed outside the scope of a specific SOW (“TBG Materials”). Nothing in these SLT grants Client ownership rights in TBG Materials.

 

4.2. Ownership of Work Product. Subject to full payment of all applicable fees:

  1. Deliverables specifically created for Client under an SOW (“Work Product”) will be owned by Client.
  2. To the extent Work Product does not qualify as a “work made for hire,” TBG assigns to Client all rights necessary for Client to use such Work Product. Ownership transfers only upon payment in full of all fees due under the applicable SOW.

 

4.3. License to TBG Materials. To the extent TBG Materials are incorporated into Work Product, TBG grants Client a non-exclusive, worldwide license to use such materials solely as part of the Work Product and solely for Client’s internal business purposes. Client may not (i) distribute the materials separately from the Work Product, (ii) reverse engineer or extract them, or (iii) use them independently of the Deliverables.

 

4.4. Third-Party Materials. Deliverables may incorporate third-party materials, including open-source software or platform components. Client is responsible for complying with any third-party license terms applicable to its use of such materials.

 

4.5. Intellectual Property Infringement Remedies. If the Services or Work Product become the subject of a third-party intellectual property claim, TBG may, at its option, (i) obtain the right for Client to continue using the affected materials; (ii) replace them with non-infringing alternatives of substantially similar functionality; or (iii) modify the Services or Deliverables to eliminate the alleged infringement. If none of these options are commercially reasonable, TBG may terminate the affected SOW and refund the portion of fees paid for the affected Deliverables.

 

4.6. Reliance by Third Parties. The Services and Deliverables are provided solely for Client’s internal business use. Client may not distribute, disclose, or permit reliance on the Deliverables by any third party without TBG’s prior written consent. TBG shall have no liability to any third party arising from Client’s distribution or disclosure of the Services or Deliverables.

 

5. Warranties and Disclaimers

5.1. TBG warrants that it will perform the Services using commercially reasonable professional skill and care consistent with generally accepted consulting industry standards.

 

5.2. Professional Judgment. Client acknowledges that the Services may include analyses, recommendations, opinions, or advisory Deliverables intended to support Client decision-making. Such Services involve professional judgment based on information available at the time of engagement. Client retains sole responsibility for all business, operational, technical, financial, and regulatory decisions, including whether and how to implement any recommendations provided by TBG. TBG shall not be liable for outcomes resulting from Client’s implementation, non-implementation, or interpretation of the Services or Deliverables. Except for the foregoing warranty, the Services and Deliverables are provided “as-is.” TBG disclaims all other warranties, whether express, implied, statutory, or otherwise, including implied warranties of merchantability and fitness for a particular purpose. TBG does not warrant that Services or Deliverables will achieve any particular business, financial, operational, or regulatory outcome.

 

6. Limitation of Liability

6.1. To the maximum extent permitted by law: (i) Neither party will be liable for any indirect, incidental, special, consequential, or punitive damages, including lost profits, lost data, or business interruption; and (ii) TBG’s total aggregate liability arising out of or relating to the Services will not exceed the total fees paid to TBG under the applicable SOW during the twelve (12) months preceding the event giving rise to the claim. All claims arising out of or relating to the same or related acts, omissions, Services, or Deliverables shall be treated as a single claim for purposes of applying the liability limitations in this Section.

 

6.2. Time Limitation for Claims. Any claim arising out of or relating to the Services must be brought within twelve (12) months after the earlier of (i) completion of the applicable Services, or (ii) termination of the applicable Statement of Work. Any claim not brought within this period is permanently barred

 

7. Indemnification

7.1. Definition of Losses. “Losses” means only (i) reasonable and documented attorneys’ fees and court costs incurred in defending a third-party Claim; and (ii) damages or settlement amounts awarded by a court or agreed to in settlement. Losses exclude consequential damages, lost profits, or internal business costs.

 

7.2. TBG Indemnification. TBG will defend and indemnify Client against third-party claims alleging that original Work Product created by TBG infringes United States intellectual property rights. TBG will also indemnify Client for third-party claims involving bodily injury or tangible property damage caused by the gross negligence or willful misconduct of TBG personnel.

 

TBG has no indemnification obligation for claims arising from:

  1. Client materials or specifications;
  2. modifications not made by TBG;
  3. use of Deliverables outside the intended scope;
  4. Client implementation decisions or reliance on advisory.

 

7.3. Client Indemnification. Client will defend and indemnify TBG and its personnel against third-party claims arising from:

  1. Client materials or data;
  2. Client’s misuse of the Services;
  3. Client’s breach of applicable laws or agreements; or
  4. Client’s operational decisions or implementation of recommendations.

 

7.4. Indemnification Procedures. The indemnified party must promptly notify the indemnifying party of any claim and provide reasonable cooperation. The indemnifying party will control the defense and settlement of the claim, provided that no settlement admitting liability or imposing material obligations on the indemnified party may occur without the indemnified party’s prior written consent.

 

8. General Terms

8.1. Law and Venue Determination. This Agreement shall be subject to and governed under the laws of the State of Delaware.

 

8.2. Dispute Resolution. Arbitration. Any dispute arising from these SLT or the Services will be resolved through binding arbitration administered by JAMS in Wilmington, Delaware.

 

8.3. Force Majeure. Neither Party shall be liable, nor shall any credit allowance or other remedy be extended, for any delay or failure of performance or equipment due to causes that are beyond such Party’s reasonable control including, to the extent applicable, acts of God, fire, explosion, hurricane, acts or omissions of suppliers, including utility disruption or outage, flood or other catastrophe, epidemic, pandemic or other similar outbreak, quarantine, embargo, any law, order or regulations or request of any governmental entity (including governmental acts targeting a party’s client(s) and requiring a party’s compliance therewith), national emergency, terrorist activities, insurrections, riots, labor disputes, work stoppages or disruptive labor activities, global or natural disasters or like events.

 

8.4. Notices. Formal notices must be delivered in writing via recognized courier or confirmed email to the designated contact addresses of the parties.

 

8.5. Non-solicitation. During the term of the engagement and for one year thereafter, neither party will knowingly solicit for employment any employee or contractor of the other party directly involved in the Services.