These are the standing terms that apply to every Franco Blueprint Inc. engagement. Schedule A below tailors them to your specific engagement.
FRANCO BLUEPRINT INC. — MASTER ENGAGEMENT TERMS
1. Services. Franco Blueprint Inc. ("Franco Blueprint," "we," "our") will perform the services described in Schedule A of this engagement letter ("Services"). The Services do not include any work outside the scope set forth in Schedule A unless agreed in writing.
2. Fees and Payment. Client agrees to pay the fees described in Schedule A. Invoices are due within fifteen (15) days of issuance unless otherwise specified. Past-due balances accrue interest at 1.5% per month or the maximum permitted by law, whichever is lower.
3. Term and Termination. This engagement begins on the Effective Date in Schedule A and continues for the Term specified, or until terminated by either party with thirty (30) days written notice. Upon termination, Client is responsible for all fees incurred through the termination date.
4. Confidentiality. Each party will protect the other's confidential information with the same care it uses to protect its own, and will not disclose it except to perform this engagement or as required by law.
5. Intellectual Property. Pre-existing materials of either party remain the property of that party. Work product created specifically for Client under this engagement becomes Client's property upon payment in full, subject to Franco Blueprint's continued right to use general know-how, methods, and processes.
6. Records and Documents. Client is responsible for the accuracy and completeness of all financial records and documents provided. Franco Blueprint may rely on the information provided without independent verification unless expressly engaged to perform audit or attest services.
7. Independent Contractor. Franco Blueprint is an independent contractor. Nothing in this engagement creates a partnership, joint venture, employment, or agency relationship between the parties.
8. Indemnification. Client will indemnify and hold Franco Blueprint harmless from claims arising from inaccurate or incomplete information provided by Client, except to the extent caused by Franco Blueprint's gross negligence or willful misconduct.
9. Limitation of Liability. EXCEPT FOR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, FRANCO BLUEPRINT'S TOTAL LIABILITY UNDER THIS ENGAGEMENT IS LIMITED TO THE FEES PAID BY CLIENT IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. NEITHER PARTY IS LIABLE FOR INDIRECT, CONSEQUENTIAL, OR PUNITIVE DAMAGES.
10. Professional Insurance. Franco Blueprint maintains commercial general liability and professional liability insurance consistent with industry standards.
11. Conflicts of Interest. Franco Blueprint will disclose any material conflict of interest and obtain Client's written consent before proceeding.
12. Non-Solicitation. During this engagement and for twelve (12) months thereafter, neither party will directly solicit for hire the other's employees or contractors with whom they had material contact, without prior written consent.
13. Force Majeure. Neither party is liable for delays or failures caused by events beyond reasonable control, including natural disasters, government actions, or telecommunications failures.
14. Governing Law and Venue. This engagement is governed by the laws of the State of Florida. Any dispute will be resolved in the state or federal courts of Orange County, Florida, and both parties consent to that exclusive jurisdiction.
15. General. This engagement letter, including Schedule A, is the entire agreement between the parties. It may be amended only in writing signed by both parties. If any provision is unenforceable, the remainder remains in effect. Counterparts and electronic signatures are valid and binding under the U.S. E-SIGN Act (15 U.S.C. § 7001 et seq.).
[Placeholder master language pending final counsel review. Once your counsel returns the redlined master, the text above is replaced in one location and all future signed letters reflect the updated terms.]
