Effective date: January 1, 2026 · Last updated: May 5, 2026 · Governing law: Commonwealth of Virginia

The Love Group, LLC (“TLG,” “we,” “our,” or “the Firm”) operates thelovegrp.com as an informational site and maintains separate written agreements for any paid 1099 advisory, consulting, or business‑development engagements (the “Services”). Your casual use of the Site, including viewing content or submitting an inquiry, does not by itself create an engagement, advisory relationship, or confidentiality obligation. Any Services the Firm provides, and any handling of Client Confidential Information or sensitive business data, are governed by a fully executed 1099 statement of work, the Firm’s Engagement Terms, and a mutual non‑disclosure agreement (MNDA) in a form acceptable to the Firm.

Hierarchy of terms (personal data vs. Confidential Information). For clarity, nothing in these Engagement Terms prevents the Firm from processing personal data as described in the Privacy Statement prior to execution of an SOW or MNDA — for example, contact details submitted through an inquiry form, business-card information exchanged at events, or correspondence the Firm receives during business-development outreach. “Client Confidential Information” and “sensitive business data” for purposes of these Engagement Terms are narrower categories than “personal data” and are limited to engagement-level materials shared under a fully executed SOW and MNDA.

1. Parties, Scope & Two-Document Framework

These Engagement Terms (the "Terms") govern all professional advisory, consulting, and business-development services (the "Services") provided by The Love Group, LLC, a Virginia limited liability company headquartered in Gainesville, Virginia ("TLG," "we," or "the Firm"), to any client, individual, or entity that retains the Firm on a 1099 independent-contractor basis (the "Client" or "you").

Two-document framework. The Firm operates two separate written instruments. (a) The website Terms of Use govern visitor access to thelovegrp.com and any related public-facing site or material; they do not create an engagement, a confidentiality obligation, or any duty to perform Services. (b) These Engagement Terms (together with a signed statement of work and a fully executed mutual non-disclosure agreement) govern every paid 1099 engagement the Firm performs. Visiting the Site does not bind the visitor to these Engagement Terms; only retaining the Firm under a written SOW does.

By executing a statement of work, signing an engagement letter, accepting a written proposal, paying an invoice, or otherwise instructing the Firm to begin work, the Client agrees to be bound by these Engagement Terms. If a separately signed master services agreement (MSA) or statement of work (SOW) conflicts with these Engagement Terms, the signed document controls; otherwise these Engagement Terms apply.

2. Independent Contractor Relationship

The Firm operates exclusively as an independent contractor (1099). Nothing in these Terms, any SOW, or the course of performance creates an employer-employee relationship, joint venture, partnership, agency, or franchise between the Firm and the Client. The Firm is not authorized to bind the Client to any contract, obligation, or representation without prior written authorization from a duly authorized officer of the Client.

The Firm controls the manner, means, schedule, and methodology of its work. The Firm uses its own equipment, tools, software, and infrastructure unless the Client expressly requests work be performed inside the Client's installed operating stack — the systems the Client already uses to run sales, communications, finance, delivery, and security — including, where applicable, the Client's AWS environment. Each party bears its own taxes, withholdings, benefits, insurance, and overhead. The Client will not issue W-2 wages to the Firm or its principal under any circumstance.

Use of subcontractors and AI tools. The Firm may, in its discretion, engage qualified independent subcontractors, specialist operators, or automated tooling (including artificial-intelligence and large-language-model systems) to assist in delivering the Services. All such subcontractors and tools are bound by obligations materially equivalent to the Firm's confidentiality, data-handling, and non-disclosure obligations under these Terms and any MNDA. The Firm remains responsible for the acts and omissions of its subcontractors in the performance of the Services.

3. Engagement Structure & Billing

All engagements are hourly, written, and itemized. The Firm does not sell undefined retainers, fixed-bid project fees outside of the Government Readiness Audit, or month-over-month minimums unless the Client expressly requests them in writing.

• Hourly rate. The Firm's standard rate is $175 per hour for a single resource (the founder, Donovan Love, operating as the sole engaged principal), billed in fifteen-minute increments and rounded up to the nearest quarter hour. Rate changes apply only to engagements signed after the change takes effect.
• Multi-resource or bundled engagements. The $175 hourly rate is a single-resource rate and does not apply to engagements that require additional Firm personnel (e.g., senior operators or specialist contractors brought in alongside the founder). Multi-resource engagements are quoted and presented separately as a package or bundle, with the composition, resources, hours, and fees specified in a written SOW or addendum. No additional resource is deployed, and no additional rate applies, without the Client's prior written acceptance of that package or bundle.
• Government Readiness Audit. A bounded, fixed-fee federal readiness engagement of $1,500 flat, payable on signature, delivered within fifteen business days. The fee covers the full readiness workstream — not a single deliverable — including: (a) a discovery intake session (up to two hours, senior-operator-led) to capture the Client's federal posture, prior pursuits, capability statement, NAICS/PSC positioning, and target customer thesis; (b) a six-cluster readiness scoring pass benchmarking the Client against the Firm's proprietary federal methodology (Foundation & Decision; Identity & Registration; Compliance & Operating Readiness; Capability & Past Performance; Market Intelligence & Targeting; Pursuit & Execution Readiness); (c) a written audit report with scored gaps, prioritized fixes, and a ninety-day sequenced delivery plan; (d) a target vehicle and set-aside shortlist with qualification criteria; (e) a read-out session (up to one hour) to walk the Client through the findings; and (f) the Firm's preparation, research, scoring, and writing time required to produce the above. Sequence and scheduling. Upon the Firm's confirmation of payment receipt and receipt of a fully executed mutual non-disclosure agreement, the Firm will coordinate with the Client's designated point of contact to schedule the two-hour formal discovery session at a mutually convenient time, ordinarily within ten business days of payment confirmation. The discovery session is the foundational workstep of the engagement; the written audit report, scored gap assessment, ninety-day sequenced delivery plan, and target vehicle shortlist are produced thereafter and issued within the fifteen-business-day delivery window, followed by the read-out session for the Client's findings review, questions, and discussion. The Firm's fifteen-business-day delivery window runs from the date of the discovery session. Scheduling delays attributable to the Client, including unresponsiveness, rescheduling requests, or delayed provision of requested materials, extend the delivery window on a day-for-day basis and do not constitute a breach or basis for refund. If the audit greenlights a follow-on delivery engagement and the Client signs the SOW within fourteen business days of audit delivery, $750 of the audit fee is credited to the Client's first hourly invoice.
• Invoicing. Invoices are issued on a weekly or monthly cadence as specified in the SOW, with itemized line entries describing what work was performed, by whom, on what date, against what scope, and for how long. Payment terms are Net-15 from invoice date unless otherwise written.
• Late payment. Past-due invoices accrue interest at the lesser of 1.5% per month or the maximum rate permitted under Virginia Code § 6.2-302. The Firm reserves the right to suspend Services on any engagement with an invoice past due more than thirty (30) business days, after written notice.
• Expenses. Pre-approved out-of-pocket expenses (e.g., travel directly requested by the Client, third-party software the Client directs the Firm to purchase) are billed at cost with documentation.
• Disputed charges. The Client must dispute any invoice in writing within ten (10) business days of receipt, identifying the specific line items and the basis for the dispute. Undisputed portions remain due on the original payment schedule. Failure to dispute in writing within the ten-day window is deemed acceptance of the invoice as issued.

4. Working Hours & Availability

The Firm's standard working hours are Monday through Friday, 9:00 AM to 6:00 PM Eastern Time, excluding U.S. federal holidays. The Firm is not obligated to perform work, respond to communications, or attend meetings outside of standard working hours. Any after-hours, weekend, or holiday work expressly requested by the Client and accepted in writing by the Firm is billed at 2× the standard hourly rate.

The Firm responds to inbound Client communications within one business day. The Firm is not on call.

5. Refunds & Cancellation

All performed billable hours are final and non-refundable. The Services are professional advisory work product, not a tangible good or a packaged digital product. Once an hour of work is performed against a written scope, that hour is delivered, billed, and non-refundable.

• The Firm does not provide refunds, partial refunds, credits, or chargebacks for hours that have been performed and invoiced, regardless of the Client's subjective satisfaction with the outcome, internal market conditions, leadership changes, or shifts in Client priorities.
• Either party may terminate any engagement for convenience on fourteen (14) business days' written notice. The Firm will deliver all work product in progress and invoice for all hours performed up to and including the effective termination date. The Client remains liable for those hours.
• Either party may terminate immediately for material breach if the breaching party fails to cure within ten (10) business days of written notice describing the breach.
• Firm right to terminate for cause. The Firm may suspend or terminate any engagement immediately and without liability if, in the Firm's reasonable judgment, continued performance would (a) violate applicable law, regulation, professional standard, or ethical obligation; (b) require the Firm to make representations the Firm believes to be false or misleading; (c) expose the Firm to material legal, reputational, or safety risk; (d) arise from Client conduct the Firm reasonably considers fraudulent, abusive, discriminatory, harassing, or otherwise inconsistent with lawful business conduct; or (e) involve Client non-payment of undisputed invoices. Fees earned through the termination date remain due.
• Exceptions are granted only at the Firm's sole discretion, in writing, signed by an authorized representative of the Firm, and only where the Client demonstrates a documented and justified reason — for example, duplicate billing, billing for hours not performed, or work performed materially outside the written scope without authorization.
• The $1,500 Government Readiness Audit is a bounded, fixed-fee engagement covering discovery, scoring, written audit, target vehicle shortlist, ninety-day delivery plan, and read-out as described in Section 3. The audit fee is fully earned upon delivery of the written audit report and read-out, and is non-refundable once delivered. The $750 Greenlight Credit applies only if the Client signs a follow-on SOW within fourteen business days of audit delivery.

6. Scope, Change-Orders & Out-of-Scope Work

The Firm is a single-principal Virginia advisory firm. Upon written request made prior to execution of a statement of work, the Firm will disclose its then-current insurance posture — including coverage types, carriers, limits, and effective dates — so that the Client can make an informed procurement decision. The Firm does not represent or warrant that it maintains any specific insurance product (including commercial general liability, professional liability / errors and omissions, cyber-liability, or employer's liability) unless such coverage is expressly confirmed in writing in the Firm's insurance-posture disclosure and is in force as of the engagement's effective date. If a specific type or level of coverage is material to the Client's decision to engage the Firm, the Client shall require that coverage as a written condition in the SOW; absent such a written condition, no insurance representation is made and the liability limitations in Section 15 apply.

18. Force Majeure

Neither party is liable for failure or delay in performance caused by events outside its reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, governmental orders, pandemic-related restrictions, internet or telecommunications failures, cyberattacks against third-party infrastructure, or labor disputes not involving its own workforce. The affected party shall give prompt written notice and use commercially reasonable efforts to resume performance.

19. Independent Status, Trademarks & Non-Affiliation

AWS Partner Network membership. The Love Group, LLC is a member of the AWS Partner Network. That membership confers only the rights expressly granted by Amazon Web Services, Inc. to participating partners under the AWS Partner Network terms and the AWS Trademark Guidelines. The Firm is an independent business and is not authorized to speak for, bind, or act on behalf of Amazon Web Services, Amazon.com, Inc., or any of their affiliates beyond those expressly granted rights, and is not endorsed by Amazon Web Services or Amazon.com, Inc. except as may be specifically and separately stated in writing by Amazon Web Services. With respect to other technology vendors whose programs the Firm may help Clients navigate, the Firm is not affiliated with, endorsed by, or acting on behalf of any such vendor unless a separate, signed written authorization from that vendor expressly says otherwise.

The Firm's prior W-2 employment history is biographical and does not imply present authority, partnership, or representation on behalf of any former employer.

"AWS," "Amazon Web Services," the AWS Partner Network, and related marks are the property of Amazon.com, Inc. or its affiliates. All other technology, platform, partner-program, and operating-stack trademarks referenced by the Firm — including those of cloud-infrastructure, software, productivity, communications, identity, security, data, analytics, finance, and operational-software providers — are the property of their respective owners. The Firm uses these names solely to describe the technology ecosystems within which the Firm operates and provides advisory services, and does so within fair-use and the applicable trademark holders' brand-use policies.

Publicity. Neither party shall issue any public statement, press release, case study, or marketing communication identifying the other party or describing the engagement without the other party's prior written consent. Notwithstanding the foregoing, the Firm may, on a non-exclusive basis, identify the Client by name and logo on the Firm's website, capability statement, and proposal materials for the limited purpose of listing the Client as a reference Client, unless the Client has opted out in writing. The Firm's right to use anonymized outcomes and sanitized case studies under Section 8 is preserved.

20. Sanctions, Export Control & Government Flow-Downs

Sanctions and export control. Each party represents and warrants that it is not, and is not owned or controlled by, a person or entity subject to economic sanctions administered by the U.S. Department of the Treasury Office of Foreign Assets Control, the U.S. Department of State, the U.S. Department of Commerce, or any equivalent authority with jurisdiction over that party. Each party shall comply with all applicable U.S. export-control laws, including the Export Administration Regulations and the International Traffic in Arms Regulations, in its performance of the engagement.

No government flow-downs without addendum. If the Client is a prime contractor, higher-tier subcontractor, or teaming partner on a U.S. federal, state, local, or foreign government contract, no Federal Acquisition Regulation, Defense Federal Acquisition Regulation Supplement, agency supplement, or other government flow-down clauses apply to the Firm's Services, invoices, or scope unless (a) those specific clauses are identified by citation, (b) agreed to in writing, and (c) signed in a separate addendum executed by an authorized representative of the Firm. The Client's unilateral delivery of purchase orders, prime-contract excerpts, or portal click-throughs does not bind the Firm to any government flow-down.

21. Taxes

Professional consulting and advisory services performed by the Firm are exempt from Virginia retail sales and use tax under Virginia Code § 58.1-609.5(1), which exempts professional, insurance, or personal service transactions that involve sales as inconsequential elements for which no separate charges are made. The Firm separately bills any tangible personal property only when expressly itemized and where applicable. The Client is responsible for its own taxes on its own business operations.

22. Governing Law, Dispute Resolution & Waivers

These Terms, all SOWs, and any dispute arising out of or relating to the engagement are governed by the laws of the Commonwealth of Virginia, without regard to its conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

The parties shall first attempt in good faith to resolve any dispute through direct negotiation between authorized representatives within thirty (30) business days of written notice of the dispute. If unresolved, the dispute shall be submitted to confidential, binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, before a single arbitrator, in Prince William County, Virginia, in the English language. Judgment on the award may be entered in any court of competent jurisdiction.

Class-action waiver. The parties agree that all disputes shall be resolved on an individual basis only. Neither party shall participate in a class, collective, consolidated, coordinated, or representative arbitration or proceeding, and the arbitrator shall have no authority to arbitrate any claim on a class, collective, consolidated, or representative basis.

Jury-trial waiver. To the maximum extent permitted by law, each party knowingly, voluntarily, and irrevocably waives any right to trial by jury in any action, proceeding, or counterclaim arising out of or relating to these Terms, any SOW, or the Services.

Notwithstanding the foregoing, either party may seek temporary or preliminary injunctive relief in the state or federal courts located in Prince William County, Virginia or the Eastern District of Virginia for protection of intellectual property, confidentiality, or non-solicitation obligations. The parties consent to the exclusive jurisdiction of those courts for that limited purpose.

The prevailing party in any arbitration or court proceeding to enforce these Terms is entitled to recover its reasonable attorneys' fees and costs.

23. Notices & Consent to Electronic Communications

Formal legal notices to the Firm shall be sent in writing to [email protected] and copied via U.S. mail to The Love Group, LLC, Gainesville, Virginia. Notices to the Client shall be sent to the email and address designated in the SOW. Notice is effective upon receipt for email and three (3) business days after deposit for U.S. mail.

Consent to electronic communications. The Client expressly consents to receive all notices, agreements, invoices, amendments, and other communications from the Firm in electronic form, including by email, electronic signature platforms, and secure file-sharing tools. Electronic records and electronic signatures shall have the same legal force and effect as original paper documents bearing ink signatures under the federal Electronic Signatures in Global and National Commerce Act and the Virginia Uniform Electronic Transactions Act.

24. Survival

The following Sections survive termination or expiration of any engagement and of these Terms, and continue to bind the parties thereafter: Section 2 (Independent Contractor Relationship), Section 5 (Refunds & Cancellation, with respect to amounts owed for hours performed), Section 7 (Client-furnished materials warranty and credentials responsibility), Section 8 (Intellectual Property & Work Product, including the Feedback license), Section 9 (MNDA Requirement & Contract Execution Workflow, to the extent of the executed MNDA and the workflow obligations applicable to executed documents), Section 10 (Confidentiality), Section 11 (Data Security & Breach Notification, to the extent obligations arose during the engagement), Section 12 (Non-Solicitation), Section 13 (Non-Exclusivity & Vendor-and-Client-Agnostic Posture), Section 14 (Warranties & Disclaimers), Section 15 (Limitation of Liability, including the claims-limitation period), Section 16 (Indemnification), Section 19 (Independent Status, Trademarks & Non-Affiliation, including the publicity clause), Section 20 (Sanctions, Export Control & Government Flow-Downs), Section 21 (Taxes), Section 22 (Governing Law, Dispute Resolution & Waivers), Section 23 (Notices), this Section 24, and any provision that by its nature is intended to survive.

25. General

• Entire agreement. These Terms, together with any signed SOW, change-orders, addenda, and the MNDA, constitute the entire agreement between the parties and supersede all prior or contemporaneous communications, proposals, and agreements, whether oral or written, on the same subject.
• Severability. If any provision is held unenforceable, the remaining provisions continue in full force and the unenforceable provision is reformed to the minimum extent necessary to make it enforceable while preserving its original intent.
• No waiver. Failure to enforce any provision is not a waiver. Waivers are effective only when in writing and signed by the waiving party.
• Assignment. The Client may not assign these Terms or any SOW without the Firm's prior written consent. The Firm may assign in connection with a merger, acquisition, or sale of substantially all its assets.
• Counterparts & electronic signatures. SOWs, change-orders, and addenda may be executed in counterparts and via electronic signature, each of which constitutes an original.
• Amendments. The Firm may update these Terms from time to time. Updates apply prospectively to engagements signed after the update's effective date. Changes to in-progress engagements require both parties' written agreement.
• No third-party beneficiaries. These Terms are for the benefit of the parties only and confer no rights or remedies on any third party.
• Headings. Section headings are for convenience only and do not affect interpretation.

26. Contact

Questions about these Terms should be directed to:

The Love Group, LLC
Gainesville, Virginia
[email protected] · 571.534.4460

These Terms are not a substitute for legal advice tailored to a specific engagement. Where commercial sensitivities or unique risks warrant, the parties may execute a bespoke Master Services Agreement that supersedes these Terms for that engagement.

Every engagement runs against a written scope. Work outside that scope does not begin until both parties have signed a written change-order describing the new work, the estimated hours, and any change to the cadence or rate. The Firm will not perform out-of-scope work in expectation of later approval.

Verbal requests, Slack messages, text messages, and email instructions outside the written change-order process do not constitute authorization to expand scope. The Firm may, at its discretion, decline to perform work that has not been written into the scope or a change-order.

7. Client Obligations & Client-Furnished Materials

Engagements are fully collaborative. The Firm requires:

• A named primary point of contact on the Client's side, with authority to route internal decisions, hold the operating cadence, attend the weekly review, and approve change-orders.
• Reasonable, timely access to systems, documentation, personnel, and decision-makers necessary for the Firm to perform the Services.
• Truthful, complete, and timely information. The Firm relies on Client-provided information without independent verification unless verification is part of the written scope.
• Timely review and feedback on deliverables. Excessive delay attributable to the Client may extend timelines and is billable at standard rates if it requires the Firm to re-perform work or hold capacity.

Client-furnished materials warranty. For all content, data, logos, trademarks, capability statements, customer lists, pricing information, technical documentation, screenshots, images, code, marketing copy, contact records, and any other materials the Client provides to the Firm for use in the Services (collectively, "Client Materials"), the Client represents and warrants that: (a) the Client owns or holds all necessary rights, licenses, consents, and permissions in the Client Materials; (b) the Client Materials do not infringe, misappropriate, or violate any third-party intellectual property right, privacy right, publicity right, contractual right, or applicable law; (c) any personal data included in the Client Materials has been collected and is being shared in compliance with applicable privacy and data-protection laws; and (d) the Firm's use of the Client Materials within the licensed scope will not subject the Firm to liability. The Client's indemnification obligation under Section 16 expressly extends to breaches of this warranty.

Client credentials and systems access. Where the Client provides the Firm with credentials, API keys, seat licenses, or other access to Client-owned systems, the Client remains solely responsible for provisioning and revocation, permission scoping, enforcing its own multi-factor authentication standards, tool configuration, and license compliance. The Firm is not liable for data loss, tool misconfiguration, cost overages, feature deprecation, or access failures arising from Client-controlled credentials, Client-controlled settings, or third-party-platform changes outside the Firm's reasonable control.

8. Intellectual Property & Work Product

Upon full payment of the applicable invoice, the Client owns all written deliverables, plans, audits, frameworks, scoring rubrics, and reports specifically created for the Client under the SOW (the "Deliverables"). The Firm grants the Client a perpetual, non-exclusive, royalty-free license to use the Deliverables for the Client's internal business purposes.

The Firm retains ownership of all pre-existing materials, methodologies, templates, scoring frameworks, internal tooling, training materials, anonymized engagement learnings, and general know-how, including any improvements, refinements, or derivatives developed by the Firm in the ordinary course of its business. The Firm grants the Client a perpetual, non-exclusive, non-transferable license to use such pre-existing materials only as embedded in the Deliverables, solely for the Client's internal business purposes.

The Firm reserves the right to use anonymized engagement outcomes, sanitized case studies, and aggregated learnings for marketing, training, and continued development of its methodologies, provided no Confidential Information is disclosed.

Feedback license. If the Client provides the Firm with any suggestions, feedback, recommendations, evaluations, ideas, or improvements relating to the Firm's methodologies, Deliverables, tooling, or Services (collectively, "Feedback"), the Client hereby grants the Firm a perpetual, irrevocable, royalty-free, sublicensable, worldwide license to use, reproduce, modify, distribute, and commercialize the Feedback for any purpose, without obligation to the Client. Feedback is not Confidential Information of the Client.

9. Mutual NDA Requirement & Contract Execution Workflow

9.1 MNDA requirement. As a condition to any and all engagements between the Client and the Firm, and prior to the Firm's commencement of Services under any SOW, the parties shall execute a separate mutual non-disclosure agreement (the "MNDA") in a form provided by the Firm. The MNDA will govern the handling of Confidential Information exchanged under the engagement, and these Terms will continue to govern all other aspects of the relationship. In the event of any conflict between the MNDA and these Terms with respect to the Firm's obligations, the terms that are more protective of the Firm shall control.

No Services will commence, and no obligation of the Firm to begin work will arise, until the Firm has received a fully executed MNDA countersigned by the Client. The Firm's refusal to commence Services absent an executed MNDA is not a breach of these Terms or any SOW.

9.2 Standard contract execution workflow. Each engagement document — including the MNDA, these Engagement Terms (where assented to by signed acknowledgement rather than by performance), the SOW, and any change-order, addendum, or amendment — is executed through the following three-step workflow: (a) the Firm issues the document to the Client through the Firm's contract-workflow platform, currently Oneflow (or any successor or equivalent reputable e-signature platform the Firm designates in writing); (b) the Client submits the issued document to its counsel of choice — in-house or outside legal counsel — for review, and may propose redlines, comments, or addenda within ten (10) business days of issuance; and (c) once the parties have aligned on any counsel-driven changes, the document is returned to the Oneflow workflow for countersignature in its final agreed form. The document becomes effective only upon execution by both parties through the Oneflow workflow (or successor platform), in accordance with the federal Electronic Signatures in Global and National Commerce Act and the Virginia Uniform Electronic Transactions Act. The Firm may, at its sole discretion, extend the ten-business-day counsel-review window upon the Client's written request. Counsel-review delay does not toll any audit deadline that runs from the discovery session under Section 3.

9.3 Pre-approved MNDA template exception. Where the Client elects, in writing or by checkbox confirmation within Oneflow, to execute the MNDA as the unmodified, pre-approved TLG template — i.e., without redlines, additions, deletions, addenda, side letters, or other modifications to any operative provision of the MNDA, excepting only completion of the Client's identifying information in the preamble and signature block — the counsel-review step described in Section 9.2(b) is waived for the MNDA only, and the Client may proceed directly from issuance to countersignature within Oneflow. This exception is available solely for the MNDA in its TLG-published form and does not extend to these Engagement Terms, any SOW, change-order, Data Processing Addendum, Business Associate Agreement, or other definitive engagement document, each of which must be executed under the Section 9.2 standard workflow unless the Firm has separately designated such other document as a pre-approved template in writing. The Client's election to invoke the pre-approved-template exception is an affirmative representation that it has had a reasonable opportunity to review the MNDA and has elected to proceed without counsel-driven modification; nothing in this Section 9.3 limits the Client's right to engage counsel at its own discretion before executing.

9.4 Modifications after execution. Any modification, amendment, or supplement to an executed MNDA, SOW, change-order, addendum, or these Engagement Terms shall be reduced to writing and executed by both parties through the Oneflow workflow (or successor platform), regardless of whether the original execution invoked the pre-approved-template exception. Post-execution modifications are not eligible for the pre-approved-template exception and follow the standard Section 9.2 workflow, including counsel review.

10. Confidentiality

"Confidential Information" means any non-public business, technical, financial, customer, or strategic information disclosed by either party that a reasonable person would treat as confidential under the circumstances, including information disclosed orally if reasonably understood to be confidential. Each party shall protect the other's Confidential Information with no less than the same degree of care it uses for its own confidential information, and in no case less than reasonable care.

Confidentiality obligations survive termination of the engagement for a period of three (3) years, except for information that constitutes a trade secret under Virginia Code § 59.1-336 et seq. (the Virginia Uniform Trade Secrets Act), which is protected for as long as it remains a trade secret. These Terms do not limit or supersede the MNDA; where the MNDA imposes longer survival or stricter obligations on a receiving party, the MNDA controls.

Each party may disclose Confidential Information as required by subpoena, court order, or applicable law, provided the disclosing party gives prompt written notice to the other party (where legally permissible) so that the other party may seek a protective order.

11. Data Security & Breach Notification

Firm's security posture. The Firm is a single-principal advisory firm and maintains commercially reasonable administrative, technical, and physical safeguards appropriate to that scale for Confidential Information and Client data in the Firm's custody. The Firm does not operate a dedicated security operations function, does not hold third-party security attestations or certifications (such as SOC 2, ISO 27001, FedRAMP, or equivalent), and does not represent that its safeguards meet any specific regulatory framework unless the parties have expressly agreed to that framework in a signed addendum. Clients requiring a specific control framework or certified posture should procure those services from a provider that holds the applicable attestation.

Client's responsibility. The Client is responsible for the security of its own systems, credentials, networks, and data-processing environments, including credentials the Client issues to the Firm for access to Client systems.

Privacy roles — alignment with Privacy Statement. The Firm does not act as a "processor" under the Virginia Consumer Data Protection Act, a "service provider" under any state privacy law, or a "business associate" under HIPAA, unless the parties have executed a separate, written data-processing addendum or business-associate agreement naming the Firm in that capacity. Absent such an agreement, the Client shall not provide the Firm with regulated health information, payment-card primary account numbers, government-classified information, or any special-category personal data. This provision is intended to be read consistently with, and in the same words as, the corresponding section of the Firm's Privacy Statement.

Sensitive data — alignment with Privacy Statement. The Firm does not seek, and asks that the Client not send, government-classified information, payment-card primary account numbers, Social Security numbers, driver's license numbers, passport numbers, precise geolocation, health information subject to HIPAA, genetic or biometric data, or any "sensitive data" under the Virginia Consumer Data Protection Act, unless (a) the parties have executed a separate, written addendum expressly authorizing the handling of such data, and (b) any consent or other authorization required by applicable law has been obtained. Where the Firm processes "sensitive data" from a Virginia consumer in the course of an engagement, the Firm and the Client will operate consistently with Virginia Code § 59.1-578(A)(5), including obtaining the consumer's prior consent. This provision is intended to be read consistently with the corresponding sensitive-data sections of the Firm's Privacy Statement.

Breach notification. Each party shall notify the other without undue delay, and in no event later than seventy-two (72) hours, after confirming a security incident materially affecting the other party's Confidential Information or data in the notifying party's custody. The notification shall describe, to the extent then known: (a) the nature and scope of the incident; (b) the categories and approximate volume of data reasonably believed to be affected; (c) the date or date range during which the incident is believed to have occurred; (d) the mitigation, containment, and remediation steps taken or underway; and (e) a designated point of contact for follow-up. The notifying party shall supplement the notification as additional facts are confirmed. Where the incident triggers a notification obligation under Virginia Code § 18.2-186.6 or any other applicable breach-notification statute, the parties shall coordinate, in good faith, regarding the form, timing, and content of any required notice to affected residents and to the Office of the Virginia Attorney General; nothing in these Terms relieves either party of its independent statutory notification obligations as a data owner. Commercially reasonable breach-response costs attributable to a party's own systems are borne by that party. The Firm's notification obligations under this Section 11 are intended to be read consistently with the corresponding plain-language summary in the Firm's Privacy Statement; in the event of any apparent inconsistency, the operative obligations are those stated in this Section 11.

12. Non-Solicitation

During the engagement and for twelve (12) months after its termination, the Client agrees not to directly solicit for employment, hire, or engage as an independent contractor any individual employed or contracted by the Firm during the engagement, without the Firm's prior written consent. General public advertising not specifically targeted at the Firm's personnel does not constitute solicitation.

13. Non-Exclusivity, Vendor-and-Client-Agnostic Posture & Personnel-Level Ethical Wall

Firm-level non-exclusivity. The Firm operates as an independent advisory firm serving multiple clients across overlapping industries, ecosystems, and partner programs. The Firm is, and shall remain, vendor-agnostic and client-agnostic. Nothing in these Terms, any SOW, or the course of performance grants the Client any form of exclusivity, right of first refusal, industry lockout, vertical carve-out, geographic restriction, account restriction, or non-compete with respect to the Firm as an entity. The Firm may concurrently or sequentially engage with, advise, accept fees from, or deliver services to any other client, including parties operating in the Client's vertical, parties pursuing the same partner programs, parties pursuing the same federal vehicles or set-asides, and parties operating in the same partner-channel categories or commercial verticals in which the Firm advises — including Cloud Service Providers (CSPs), Managed Service Providers (MSPs), Independent Software Vendors (ISVs), Original Equipment Manufacturers (OEMs), Value-Added Resellers and Distributors (VARs / VADs), Systems Integrators (SIs / GSIs), and commercial owner-operator firms (including general contractors, restoration and emergency-response firms, specialty tradesmen, retail and supply-chain firms, professional services firms, and firms operating inside any other commercial vertical the Firm advises). The Firm is not required to disclose, and shall not be deemed in conflict for failing to disclose, the identity of other clients or the nature of other engagements.

Personnel-level ethical wall (professional courtesy). As a matter of professional courtesy and not as a contractual right of the Client, the Firm voluntarily maintains a personnel-level ethical wall: the specific individual or individuals staffed to the Client's engagement (whether the founder or an operator of the Firm's team) will not, during the period of an active, signed, and in-performance SOW with the Client, simultaneously perform substantive advisory services for a company that the Client has identified by name in the executed SOW as a direct competitor, limited to a maximum of three (3) named entities. This courtesy applies to those specifically named individuals only; it does not apply to, and does not restrict, any other personnel, operator, subcontractor, or principal of the Firm, who remain free to perform services for any party, including any party identified as a competitor of the Client. The Firm may staff concurrent engagements with competing clients using different personnel under this ethical wall, with Confidential Information protected in accordance with Section 10 and any executed mutual non-disclosure agreement.

Expiration of the courtesy. The personnel-level ethical wall expires immediately upon the effective termination, expiration, or completion date of the SOW. Thereafter, the named individuals and the Firm are fully unrestricted and may engage with any party, including any party previously identified as a competitor of the Client. The Firm's obligations to protect Confidential Information under Section 10 and under any executed mutual non-disclosure agreement continue to apply in accordance with their own stated survival periods, independent of the expiration of this courtesy.

Paid exclusivity. Any request by the Client for obligations broader than the personnel-level ethical wall described above — including firm-wide exclusivity, firm-wide industry-conflict restrictions, vertical carve-outs, geographic restrictions, account restrictions, tail periods extending beyond the SOW, or non-compete obligations applicable to the Firm or to personnel not staffed to the Client's engagement — must be negotiated and priced separately, and is binding on the Firm only if expressly stated and signed in a written addendum executed by an authorized representative of the Firm.

14. Warranties & Disclaimers

The Firm warrants that the Services will be performed in a professional and workmanlike manner consistent with prevailing industry standards for federal partner sales advisory work. The Firm makes no other warranties, express or implied, including any implied warranties of merchantability, fitness for a particular purpose, non-infringement, or warranties arising from course of dealing or trade usage.

The Firm makes no guarantee of specific business outcomes — including, but not limited to, contract awards, partnership tier advancement, pipeline conversion, revenue, profit, partner program acceptance, government vehicle awards, or competitive positioning. Outcomes depend on factors outside the Firm's control, including Client execution, market conditions, regulatory changes, third-party vendor decisions, and the Client's discipline during execution.

Third-party platforms. The Firm may advise on, configure, integrate, or operate within third-party platforms that form part of the Firm's — or the Client's — installed operating stack. Such platforms span a wide variety of categories, which may include cloud infrastructure and hosting; communications and conferencing; productivity and collaboration; sales, marketing, and pipeline operations; identity, access, and security; signature, contracts, and document handling; finance, billing, and accounting; storage, backup, and file sharing; analytics and observability; and AI and automation tooling. The Firm does not warrant, and disclaims all liability for, the performance, availability, security, pricing, feature set, API stability, deprecation, outages, data loss, billing, or terms of service of any third-party platform. The Client's relationship with, and obligations under, any third-party platform are solely between the Client and that platform.

Mutual compliance with laws. Each party represents and warrants that it shall comply with all laws, regulations, and industry standards applicable to its own business operations and to its performance of the engagement.

15. Limitation of Liability

To the maximum extent permitted by Virginia law, the Firm's total cumulative liability under any engagement, whether in contract, tort (including negligence), strict liability, or otherwise, shall not exceed the total fees paid by the Client to the Firm during the three (3) months immediately preceding the event giving rise to the claim.

In no event shall the Firm be liable for indirect, incidental, special, consequential, exemplary, or punitive damages, including lost profits, lost revenue, lost business opportunity, lost data, or business interruption, regardless of the legal theory and even if the Firm has been advised of the possibility of such damages.

Claims-limitation period. Any claim or cause of action arising out of or relating to these Terms, any SOW, or the Services must be brought within one (1) year after the claim first accrues. Claims not timely brought within that period are permanently barred. The parties expressly waive any longer statute of limitations that might otherwise apply.

The limitations in this Section 15 do not apply to (a) the Firm's indemnification obligations under Section 16, (b) breach of confidentiality, (c) gross negligence, or (d) willful misconduct.

16. Indemnification

The Client shall indemnify, defend, and hold harmless the Firm, its principals, employees, subcontractors, and agents from and against any third-party claims, damages, losses, liabilities, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) the Client's use of the Deliverables outside the scope of the license granted in Section 8; (b) the Client's breach of these Terms or any SOW; (c) inaccurate, incomplete, or unauthorized information the Client provides to the Firm; (d) the Client Materials, including any breach of the Client-furnished materials warranty in Section 7; (e) the Client's products, services, business operations, or representations to third parties; (f) any third-party platform used in connection with the engagement; or (g) the Client's violation of any law, regulation, or third-party right.

The Firm shall indemnify, defend, and hold harmless the Client from third-party claims that the Deliverables, as delivered by the Firm and used within the licensed scope, infringe a third party's U.S. intellectual property right, provided the Client gives prompt written notice and reasonable cooperation. The Firm's indemnity does not apply to claims arising from Client modifications, combinations with non-Firm materials, Client Materials, or use outside the Deliverables' intended purpose.

17. Insurance