1. Agreement Structure and Priority

Each SOW will identify the services, deliverables, assumptions, schedule, and fees. If documents conflict, the following order controls unless the SOW expressly states that it overrides a named section of these Terms: (a) signed change order; (b) signed SOW; (c) these Terms; and (d) other attachments. A purchase order is administrative only. Additional or different terms in a purchase order, portal, onboarding form, or Client policy do not amend the Agreement unless an authorized Firm representative signs a written amendment that specifically accepts them.

2. Scope and Nature of Services

The Firm will perform only the services expressly described in the SOW. Services may include owner-side planning, readiness assessment, feasibility, systems architecture, technical advisory, owner's advisory, procurement advisory, operational-readiness planning, governance advisory, and certification-related evaluation. Unless expressly stated otherwise, services and deliverables are conceptual and pre-decisional and are not final design or construction documents. The Firm does not build, construct, install, finance, develop, own, commission, or operate infrastructure; accept equity stakes or construction contracts; or serve as engineer of record, architect of record, contractor, construction manager, developer, utility, manufacturer, operator, broker, lender, fiduciary, or investment adviser. The Firm does not provide sealed professional-engineering documents, legal or tax advice, investment recommendations, construction means and methods, jobsite safety services, or guarantees.

3. Standard of Care

The Firm will perform the services with the degree of care and skill ordinarily exercised by reputable advisory and systems-engineering practitioners performing similar services under similar circumstances at the same time and in the same region. No other warranty or standard of care applies. The Firm's services are judgments based on available information, assumptions, constraints, and conditions at the time; reasonable professionals may reach different conclusions.

4. Client Responsibilities

Designate an authorized representative with timely decision-making authority and provide access to appropriate stakeholders. Provide accurate, complete, and timely information, data, approvals, and decisions. Retain appropriately licensed and qualified professionals for final engineering, design, permitting, construction, commissioning, and operation. Promptly notify the Firm of changes that may affect the services. The Firm may rely on Client-provided information unless verification is expressly scoped.

5. Fees and Payment

Fees are as stated in the SOW. Invoices are due within [PLACEHOLDER — INSERT PAYMENT TERMS, e.g., 30 days] after the invoice date. Late payments accrue interest at [PLACEHOLDER — ATTORNEY TO INSERT RATE AND APPLICABLE LAW]. The Firm may suspend services after written notice if payment is overdue. Disputed amounts must be identified in writing within [PLACEHOLDER — INSERT DAYS] after the invoice date; undisputed amounts must be paid on time. Fees do not include taxes, duties, or levies; Client is responsible for those except for taxes on the Firm's net income.

6. Expenses

The Firm will invoice reasonable, pre-approved out-of-pocket expenses (travel, lodging, reproduction, specialized software, filing fees) at cost plus [PLACEHOLDER — INSERT MARKUP, if any]. Expenses above [PLACEHOLDER — INSERT THRESHOLD] require prior written approval.

7. Changes to Scope

Either party may request a change. Changes to scope, assumptions, deliverables, schedule, staffing, or fees require a written change order signed by both parties or an email exchange that clearly states the change and is sent by authorized representatives. Out-of-scope work is performed only after written authorization. If the Firm encounters conditions that materially affect scope, schedule, or fees, it will notify Client promptly and the parties will negotiate in good faith.

8. Deliverables and Reliance

Deliverables are limited to the named Client, authorized users, purpose, project, conditions, and date stated in the deliverable. They are not final design, construction, permitting, or investment documents unless expressly stated. No third party may rely on a deliverable without the Firm's express written authorization. Client may not use a deliverable for a purpose or project materially different from the one stated without the Firm's written consent.

9. Intellectual Property

The Firm retains ownership of its pre-existing IP, tools, methodologies, templates, and general know-how. Upon full payment, the Firm grants Client a nonexclusive, nontransferable license to use the deliverables for the purposes stated in the SOW. The Firm may use project experience and general knowledge for other engagements, subject to confidentiality obligations. [PLACEHOLDER — ATTORNEY TO CONFIRM IP OWNERSHIP, WORK-FOR-HIRE ANALYSIS, AND LICENSE SCOPE.]

10. Confidentiality

Each party will protect the other's confidential information with at least the same care it uses for its own confidential information, and no less than reasonable care. Confidential information may be used only for the Agreement's purposes. Obligations do not apply to information that is or becomes public through no breach, is independently developed, is lawfully received from a third party without restriction, or must be disclosed by law (with prompt notice where permitted). Obligations survive termination for [PLACEHOLDER — INSERT YEARS, e.g., 3 years] or as long as the information remains confidential, whichever is shorter. [PLACEHOLDER — ATTORNEY TO CONFIRM TERM, CARVEOUTS, AND RETURN/DESTRUCTION OBLIGATIONS.]

11. Disclaimer of Warranties

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE FIRM DISCLAIMS ALL EXPRESS, IMPLIED, AND STATUTORY WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. THE FIRM DOES NOT WARRANT PROJECT OUTCOMES, UTILITY CAPACITY, FUNDING, REGULATORY APPROVAL, CERTIFICATION, COST, SCHEDULE, OR PERFORMANCE.

12. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE FIRM'S TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING FROM OR RELATED TO THE AGREEMENT WILL NOT EXCEED THE FEES PAID OR PAYABLE FOR THE SERVICES GIVING RISE TO THE CLAIM IN THE 12 MONTHS BEFORE THE CLAIM AROSE. THE FIRM WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES; LOST PROFITS, REVENUE, DATA, OPPORTUNITY, OR GOODWILL; OR THE COST OF SUBSTITUTE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY. [PLACEHOLDER — ATTORNEY TO CONFIRM CAP, CARVEOUTS FOR FRAUD/WILLFUL MISCONDUCT, AND CONSUMER-LAW LIMITS.]

13. Indemnity

Each party will defend, indemnify, and hold harmless the other from third-party claims arising from its own breach, negligence, or willful misconduct. [PLACEHOLDER — ATTORNEY TO CONFIRM SCOPE, DEFENSE CONTROL, INSURANCE REQUIREMENTS, AND CONSUMER-LAW LIMITS.]

14. Insurance

[PLACEHOLDER — ATTORNEY TO INSERT REQUIRED INSURANCE TYPES, MINIMUM LIMITS, ADDITIONAL-INSURED REQUIREMENTS, AND CERTIFICATE OBLIGATIONS.]

15. Subcontracting

The Firm may use qualified subcontractors and is responsible for their performance. The Firm will not subcontract the primary advisory role without Client's written consent. [PLACEHOLDER — ATTORNEY TO CONFIRM SUBCONTRACTING LIMITS AND FLOW-DOWN REQUIREMENTS.]

16. Term and Termination

The Agreement continues until services are complete or it is terminated. Either party may terminate for convenience on [PLACEHOLDER — INSERT NOTICE PERIOD, e.g., 30 days] written notice. Either party may terminate for material breach if the breach is not cured within [PLACEHOLDER — INSERT CURE PERIOD, e.g., 15 days] after written notice. Upon termination, Client will pay for services performed and approved expenses incurred through the termination date. [PLACEHOLDER — ATTORNEY TO CONFIRM TERMINATION FEE, WIND-DOWN COSTS, AND DELIVERABLE OWNERSHIP ON TERMINATION.]

17. Force Majeure

Neither party is liable for delays caused by circumstances beyond its reasonable control, including natural disasters, pandemics, government actions, utility failures, or cyberattacks, provided the affected party gives prompt notice and uses reasonable efforts to mitigate. If a force-majeure event continues for more than [PLACEHOLDER — INSERT DAYS], either party may terminate the affected SOW on written notice.

18. Non-Solicitation

During the Agreement and for [PLACEHOLDER — INSERT PERIOD, e.g., 12 months] after its termination, neither party will solicit or hire the other's personnel who were involved in the services without written consent. This section does not restrict general public advertising. [PLACEHOLDER — ATTORNEY TO CONFIRM ENFORCEABILITY IN APPLICABLE JURISDICTION.]

19. No Exclusivity

The Firm may provide similar services to other clients, subject to confidentiality obligations. The Client may retain other advisors, subject to any exclusivity period stated in the SOW.

20. Relationship of the Parties

The Firm is an independent contractor. Nothing in the Agreement creates employment, agency, partnership, joint venture, or fiduciary relationship. The Firm's personnel are not Client employees.

21. Publicity

Neither party will issue a press release, case study, or public statement about the engagement without the other's written approval, except as required by law. [PLACEHOLDER — ATTORNEY TO CONFIRM REFERENCE RIGHTS, PORTFOLIO USE, AND AWARD-SUBMISSION RIGHTS.]

22. Disputes and Governing Law

Before formal proceedings, authorized executives will meet in good faith within 15 days after written dispute notice. If unresolved, the parties will use [PLACEHOLDER — ATTORNEY TO INSERT MEDIATION, ARBITRATION, OR COURT PROCESS; FORUM; VENUE; JURY/CLASS WAIVER IF USED; FEE ALLOCATION; AND INJUNCTIVE-RELIEF TERMS]. The Agreement is governed by the laws of [PLACEHOLDER — INSERT STATE/JURISDICTION], without regard to conflict-of-laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

23. Notices

Formal notices must be in writing and delivered by personal delivery, nationally recognized overnight courier, certified mail (return receipt requested), or email with confirmation of receipt to the contacts in the SOW. Notice is effective on confirmed delivery. Firm legal-notice address: [PLACEHOLDER — INSERT BUSINESS/LEGAL NOTICE ADDRESS]. Firm notice email: info@legacygridai.com.

24. General Provisions

Neither party may assign the Agreement without the other's written consent, except to an affiliate or in connection with a merger, reorganization, or sale of substantially all relevant assets, provided the assignee assumes the Agreement and is not a direct competitor of the nonassigning party. The Agreement is the entire agreement on its subject and supersedes prior proposals, discussions, and representations. Amendments and waivers must be in writing by authorized representatives. Failure to enforce is not a waiver. If a provision is unenforceable, it will be modified to the minimum extent necessary and the remainder remains effective. Counterparts and electronic signatures are effective.