1. Service Agreement

1.1 Scope of Services

Forge Management provides strategic management consulting services, including but not limited to business strategy development, operational optimization, organizational transformation, and executive advisory services. Specific services will be detailed in individual Statement of Work (SOW) documents.

1.2 Engagement Process

• All consulting engagements require a signed SOW outlining project scope, deliverables, timeline, and fees
• Services commence upon execution of the SOW and receipt of initial payment
• Any changes to scope require written approval and may result in additional fees

1.3 Client Responsibilities

Client agrees to provide timely access to personnel, facilities, data, and information necessary for service delivery. Client is responsible for implementing recommendations and maintaining confidentiality of proprietary methodologies.

2. Intellectual Property

2.1 Forge Management IP

All methodologies, frameworks, tools, templates, and know-how developed by Forge Management remain our exclusive intellectual property. Client receives a non-exclusive license to use deliverables for internal business purposes only.

2.2 Client IP

Client retains ownership of all pre-existing intellectual property and confidential information. Any IP developed specifically for Client using Client's proprietary information becomes Client's property upon full payment.

2.3 Joint IP

Intellectual property jointly developed during the engagement will be owned according to the specific terms outlined in the applicable SOW.

3. Payment Terms

3.1 Fees and Billing

• Consulting fees are specified in each SOW and may be structured as fixed fees, hourly rates, or milestone-based payments
• Invoices are issued monthly unless otherwise specified
• Payment is due within 30 days of invoice date
• Late payments incur 1.5% monthly interest charges

3.2 Expenses

Client is responsible for reimbursing pre-approved expenses including travel, accommodation, and materials. Expenses are invoiced monthly with supporting documentation.

3.3 Suspension of Services

Forge Management reserves the right to suspend services for non-payment after 15 days written notice. Suspended services resume upon payment of outstanding amounts.

4. Confidentiality

4.1 Mutual Confidentiality

Both parties agree to maintain strict confidentiality regarding all non-public information exchanged during the engagement. This obligation survives termination of the agreement.

4.2 Exceptions

Confidentiality obligations do not apply to information that: (a) is publicly available, (b) is independently developed, (c) is rightfully received from third parties, or (d) must be disclosed by law.

4.3 Return of Information

Upon engagement completion or termination, each party will return or destroy all confidential information belonging to the other party, except as required for legal or professional compliance.

5. Liability Limitations

5.1 Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, FORGE MANAGEMENT'S TOTAL LIABILITY FOR ANY CLAIM ARISING FROM OR RELATING TO THESE TERMS SHALL NOT EXCEED THE TOTAL FEES PAID BY CLIENT IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

5.2 Exclusion of Damages

IN NO EVENT SHALL FORGE MANAGEMENT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS OR BUSINESS INTERRUPTION, REGARDLESS OF THE THEORY OF LIABILITY.

5.3 Professional Standards

Forge Management agrees to perform services in accordance with generally accepted professional standards. Our liability is limited to re-performing deficient services or refunding fees for such services.

6. Dispute Resolution

6.1 Negotiation

Parties agree to first attempt resolution through good faith negotiation. Either party may initiate by providing written notice describing the dispute.

6.2 Mediation

If negotiation fails within 30 days, disputes shall be resolved through binding mediation administered by a mutually agreed professional mediation service.

6.3 Arbitration

If mediation is unsuccessful, disputes shall be resolved through binding arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association.

7. Termination

7.1 Termination for Convenience

Either party may terminate an engagement with 30 days written notice. Client remains liable for all fees and expenses incurred through the termination date.

7.2 Termination for Cause

Either party may terminate immediately upon written notice if the other party materially breaches these Terms and fails to cure within 15 days of written notice.

7.3 Survival

Provisions regarding intellectual property, confidentiality, payment obligations, liability limitations, and dispute resolution survive termination.

8. General Provisions

8.1 Governing Law

These Terms are governed by the laws of the State of Delaware, without regard to conflict of law principles.

8.2 Entire Agreement

These Terms, together with applicable SOWs, constitute the entire agreement between the parties and supersede all prior negotiations, representations, or agreements.

8.3 Amendments

These Terms may only be amended by written agreement signed by both parties. Forge Management reserves the right to update these Terms with 30 days notice for future engagements.

8.4 Severability

If any provision of these Terms is deemed invalid or unenforceable, the remaining provisions shall continue in full force and effect.

8.5 Assignment

Client may not assign these Terms without Forge Management's written consent. Forge Management may assign these Terms to affiliates or in connection with a merger or acquisition.

8.6 Independent Contractor

Forge Management is an independent contractor. Nothing in these Terms creates an employment, partnership, or joint venture relationship.