Sovereign+, LLC —
Consulting Services Terms
Version 1.4 — Effective September 7, 2026
These Consulting Services Terms ("Terms") govern each engagement letter, statement of work, proposal, or other written agreement (each, an "Engagement") between Sovereign+, LLC ("Consultant") and the client identified in the applicable Engagement ("Client") that incorporates these Terms by reference.
These Terms apply to professional consulting services and are separate from the general sovereign.plus Terms of Use governing the website and digital-product purchases.
These Terms and the applicable Engagement together form the agreement between Consultant and Client. If an Engagement expressly states that a specific provision overrides a specific provision of these Terms, the Engagement controls with respect to that provision. Otherwise, these Terms control.
1. Intellectual Property
Client Materials
Client retains ownership of all information, data, branding, content, documents, systems, software, and other materials supplied by Client ("Client Materials").
Client grants Consultant permission to use Client Materials as reasonably necessary to perform the Engagement and represents that it has the right to provide those materials for that purpose.
Client Deliverables
"Client Deliverables" means final work product expressly identified as a deliverable in the Engagement and created specifically for Client.
Upon payment in full of all amounts due for the applicable Client Deliverable, Consultant assigns to Client its transferable ownership rights in that Client Deliverable.
Drafts, working files, internal analyses, research notes, rejected concepts, internal prompts, development materials, and other materials not expressly identified as Client Deliverables remain Consultant property.
Consultant Materials
Consultant retains ownership of its methodologies, frameworks, templates, prompts, software components, processes, tools, technical approaches, research methods, know-how, and other reusable intellectual property ("Consultant Materials"), whether developed before or during an Engagement.
Consultant may reuse and improve Consultant Materials in future work, provided Client Confidential Information is not disclosed.
If Consultant Materials are incorporated into a Client Deliverable, Client receives a perpetual, worldwide, royalty-free, nonexclusive license to use those Consultant Materials as part of the Client Deliverable.
Third-Party Materials
Client Deliverables may incorporate or rely upon third-party software, data, APIs, platforms, artificial intelligence systems, open-source materials, or other third-party technology. Such materials remain subject to the rights and terms of their respective owners.
Portfolio and Case Study Rights
Consultant may use excerpts representing up to ten percent (10%) of any individual final Client Deliverable for portfolio, case-study, proposal, presentation, educational, marketing, or promotional purposes.
The ten-percent amount will be measured reasonably according to the format of the deliverable, such as pages, slides, screens, sections, functions, or comparable units.
Before public use, Consultant will remove or obscure Client Confidential Information, proprietary Client Data, personal information, trade secrets, security-sensitive information, and other information whose disclosure could reasonably create material competitive, privacy, legal, or regulatory risk.
Consultant may describe Client anonymously by industry, organization type, business problem, services performed, methodology, or results. Consultant will not publicly use Client's name, logo, or identifying brand elements without Client's written consent.
Use of Portfolio Materials in accordance with this Section is expressly authorized by Client and does not violate the confidentiality obligations below.
An Engagement may modify or waive these portfolio rights only if it specifically identifies this provision and states the agreed modification.
2. Confidentiality
Every Engagement automatically includes mutual confidentiality protections. No separate nondisclosure agreement is required.
"Confidential Information" means nonpublic business, financial, technical, strategic, customer, personnel, research, data, intellectual-property, or other information that is identified as confidential or that a reasonable person would understand to be confidential.
Each party will:
use the other party's Confidential Information only for purposes related to the Engagement;
protect it using at least reasonable care;
disclose it only to personnel, contractors, advisors, or service providers who reasonably need access and are subject to confidentiality obligations; and
not disclose it to others without authorization except where legally required.
Confidential Information does not include information that is publicly available without breach, previously known without restriction, lawfully received from another source, independently developed, or expressly approved for release.
Where disclosure is legally required, the receiving party will provide reasonable notice where permitted by law.
These confidentiality obligations continue for five years after the Engagement ends. Trade secrets remain protected for as long as they qualify as trade secrets under applicable law.
If the parties execute a separate NDA, that agreement and this Section will be interpreted together. If they directly conflict, the provision providing greater confidentiality protection will control unless the later agreement expressly overrides this Section.
The portfolio rights in Section 1 are an express exception to this confidentiality provision.
3. Client Data, AI, and Third-Party Technology
Client retains ownership of data supplied to or made accessible to Consultant.
Client authorizes Consultant to use that data as reasonably necessary to perform the Engagement and represents that it has the legal right to provide it.
Unless specifically agreed in writing, Client should not provide highly regulated or sensitive information that is unnecessary to the Engagement.
Consultant may use commercially available software, cloud services, APIs, analytical tools, automation platforms, artificial intelligence systems, and other third-party technology in performing the services.
Consultant will use commercially reasonable care when handling Client Confidential Information through such systems. Consultant is not responsible for changes, interruptions, pricing changes, discontinuation, or failures caused solely by third-party providers.
Consultant may use artificial intelligence and machine-assisted technologies in research, analysis, drafting, modeling, development, automation, synthesis, or other aspects of the services.
AI-generated or machine-assisted outputs may contain errors or incomplete information. Consultant remains responsible for applying professional judgment, review, and validation reasonably appropriate to the services being provided.
If an Engagement requires specialized privacy, security, regulated-data, or AI-compliance obligations, those requirements will be addressed in the Engagement or an appropriate addendum.
4. Client Responsibilities
Client will provide timely access to the personnel, information, decisions, approvals, systems, credentials, data, and other resources reasonably necessary for Consultant to perform the Engagement.
Client is responsible for the accuracy and completeness of information it provides and for notifying Consultant of material changes.
Project schedules depend on timely Client cooperation. Client-caused delays automatically extend applicable deadlines and may require rescheduling based on Consultant's availability.
Consultant is not responsible for delays or additional costs caused by unavailable Client resources, delayed approvals, inaccurate information, changes in Client requirements, or other Client-controlled dependencies.
Client remains responsible for its own management decisions, business operations, implementation decisions, legal obligations, and final use of Consultant's recommendations and Client Deliverables.
5. Fees and Payment
Fees, deposits, retainers, milestones, and payment schedules will be stated in the applicable Engagement.
Unless otherwise stated in the Engagement:
invoices are due within fifteen calendar days;
Client must raise any good-faith invoice dispute in writing within ten calendar days of receipt;
undisputed amounts remain payable when due; and
past-due undisputed balances may accrue interest at the lesser of 1.5% per month or the maximum amount permitted by law.
If an undisputed invoice remains overdue after written notice, Consultant may suspend work until payment is received. Such suspension is not a breach and will extend project deadlines.
Client will reimburse Consultant for reasonable costs of collecting overdue undisputed amounts, including reasonable attorneys' fees and collection costs, to the extent permitted by law.
Client may not offset unrelated claims against amounts otherwise due.
Approved reimbursable expenses and applicable transaction taxes are payable by Client unless the Engagement states otherwise.
6. Professional Standards and Disclaimers
Consultant warrants that it has authority to enter into the Engagement and will perform the services in a professional manner consistent with generally accepted standards for similar consulting services.
Client warrants that it has authority to enter into the Engagement and that materials and information it provides may lawfully be used for the purposes contemplated by the Engagement.
Consulting services may involve professional judgment, estimates, assumptions, forecasts, and recommendations affected by circumstances outside Consultant's control.
Consultant does not guarantee any specific revenue, savings, profitability, performance improvement, financing result, investment result, regulatory result, market outcome, adoption rate, or other business outcome unless expressly guaranteed in writing.
Unless expressly stated otherwise in the Engagement, Consultant's services do not constitute legal, tax, accounting, audit, medical, individualized investment, or other regulated professional advice.
Financial, valuation, investment, forecasting, or market-related analysis is provided solely within the scope of the Engagement and does not constitute individualized investment advice unless expressly stated otherwise.
EXCEPT FOR THE EXPRESS WARRANTIES IN THESE TERMS OR THE APPLICABLE ENGAGEMENT, CONSULTANT DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
7. Deliverables, Acceptance, and Scope Changes
Unless an Engagement states otherwise, Client has ten business days after delivery to review a Client Deliverable against the requirements stated in the Engagement.
A Client Deliverable is accepted upon the earliest of:
Client's written acceptance;
Client's operational, commercial, production, publication, or external use of the deliverable; or
expiration of the ten-business-day review period without a written rejection identifying a material failure to meet agreed requirements.
Minor errors, subjective preferences, requests for additional features, or changes in business requirements do not constitute grounds for rejection.
If a deliverable materially fails to meet agreed requirements, Consultant will use commercially reasonable efforts to correct the identified issue.
Any material change to scope, specifications, deliverables, assumptions, functionality, or timing must be agreed in writing.
Consultant is not required to perform out-of-scope work before the parties agree on the resulting fees and schedule.
8. Subcontractors and Independent Contractor Status
Consultant may use qualified employees, contractors, specialists, or subcontractors to assist in performing the services and remains responsible for work performed on its behalf.
Personnel with access to Client Confidential Information will be subject to appropriate confidentiality obligations.
Consultant is an independent contractor and controls the manner and means of performing the services, subject to the requirements of the Engagement.
Nothing in the Engagement creates an employment, partnership, joint venture, fiduciary, or agency relationship.
Unless an Engagement expressly provides otherwise, Consultant may work with other clients, including organizations in similar industries, provided Consultant complies with its confidentiality obligations.
9. Limitation of Liability and Indemnification
TO THE MAXIMUM EXTENT PERMITTED BY LAW, CONSULTANT WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOST REVENUE, LOST BUSINESS OPPORTUNITIES, LOSS OF GOODWILL, OR BUSINESS INTERRUPTION.
For a project-based Engagement lasting six months or less, Consultant's total aggregate liability arising from that Engagement will not exceed the total fees paid or payable to Consultant under that Engagement.
For a recurring or continuing Engagement lasting more than six months, Consultant's total aggregate liability will not exceed the fees paid or payable to Consultant during the six months preceding the event giving rise to the claim.
These limitations apply regardless of whether a claim arises in contract, tort, negligence, statute, or another theory.
The limitations do not apply to fraud, willful misconduct, or liability that cannot legally be limited.
The Consultant liability cap does not limit Client's obligations to:
pay amounts properly due;
comply with confidentiality obligations;
respect Consultant's intellectual-property rights; or
indemnify Consultant for claims arising from Client Materials, Client Data, unlawful Client instructions, or Client's modification or misuse of Client Deliverables.
Each party will indemnify and defend the other from third-party claims arising directly from its own violation of law, negligence, or infringement caused by materials it supplied.
Client will additionally indemnify Consultant from third-party claims arising from Client Materials, Client Data, Client instructions, Client's unlawful use of Client Deliverables, or Client's material modification of Client Deliverables without Consultant's involvement.
The party seeking indemnification will provide reasonable notice and cooperation in the defense of the claim.
10. Suspension, Termination, and Force Majeure
Unless an Engagement states otherwise, either party may terminate an Engagement for convenience with thirty days' written notice.
Either party may terminate for material breach if the breach is not cured within fifteen days after written notice.
Consultant may suspend services for overdue undisputed payments or where Client's failure to provide required cooperation materially prevents performance.
Upon termination, Client remains responsible for:
unpaid invoices;
services performed through the termination date;
completed milestones;
reasonable value of work in progress;
approved noncancelable expenses; and
any fees attributable to the contractual notice period or reserved capacity stated in the Engagement.
Payment is not conditioned on formal acceptance of work performed before termination.
After payment of amounts properly due, Consultant will provide completed or substantially completed Client Deliverables for which Client has paid. Consultant is not required to transfer unpaid work, internal materials, Consultant Materials, internal prompts, working files, or research notes.
Neither party is responsible for delay caused by events beyond its reasonable control, including natural disasters, government action, widespread infrastructure or telecommunications failure, cyberattack, or unexpected illness or incapacity of personnel essential to performance.
Force majeure does not excuse payment for services already performed.
11. Governing Law and Disputes
These Terms and each Engagement are governed by Colorado law, without regard to conflict-of-law principles.
Before initiating formal proceedings, the parties will attempt in good faith to resolve disputes through direct negotiation.
If a dispute is not resolved within thirty days after written notice of the dispute, either party may pursue binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules.
The arbitration will be heard by one arbitrator and seated in Colorado. Hearings may be conducted remotely where permitted.
The parties may agree to mediate before arbitration but are not required to do so.
The prevailing party in an arbitration or court proceeding to enforce these Terms may recover reasonable attorneys' fees and costs to the extent permitted by law.
Either party may seek temporary or emergency injunctive relief in court where reasonably necessary to prevent misuse of intellectual property, unauthorized disclosure of Confidential Information, or other irreparable harm.
Consultant may pursue undisputed overdue payment obligations in court, including small claims court where applicable, without first completing arbitration.
12. General
These Terms and the applicable Engagement constitute the entire agreement concerning the Engagement and supersede prior discussions or representations concerning the same subject matter.
Consultant may publish updated versions of these Terms, but the version identified in the applicable Engagement will continue to govern that Engagement unless the parties agree otherwise in writing.
An Engagement may modify these Terms only by expressly identifying the provision being modified.
Client purchase orders, procurement terms, vendor forms, portal terms, or similar documents do not modify these Terms unless Consultant expressly agrees in writing.
Neither party may assign an Engagement without the other's written consent, except that Consultant may assign it in connection with a merger, reorganization, change of control, or sale of substantially all of the relevant business or assets.
If any provision is held unenforceable, the remaining provisions remain in effect.
Failure to enforce a provision does not waive the right to enforce it later.
Electronic signatures and electronically transmitted agreements are effective to the extent permitted by law.
Formal notices must be in writing and may be delivered by email to the contacts identified in the Engagement unless applicable law requires another method.
Provisions concerning payment, intellectual property, portfolio rights, confidentiality, disclaimers, limitation of liability, indemnification, and disputes survive expiration or termination.
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