1. Parties

This Consulting Agreement (“Agreement”) is entered into by and between The IDEA Office (“Consultant”) and the client identified in the engagement proposal / order form (“Client”). Together, the parties are referred to as the “Parties.” This Agreement, together with the engagement proposal and any order form referencing it, constitutes the complete statement of the engagement.

2. Services, Scope of Work & Deliverables

Consultant will perform the services and deliver the deliverables described in the engagement proposal / order form (the “Services” and “Deliverables”). The scope may be amended only by a written change order signed by both Parties. Deliverables are built-ready outputs (e.g. The Possibility Brief™, The Solution Architecture™, The Launch Blueprint™) as described in the proposal.

3. Fees, Payment Terms & Upfront Deposit

The total fee for the engagement is set out in the engagement proposal / order form. A 30% upfront deposit is required and must be paid before work commences. The balance is due per the milestones and payment schedule agreed in the signed proposal. Fees are exclusive of applicable taxes, which Client shall pay as required by law. Consultant may suspend work if an undisputed invoice is unpaid for more than the agreed term.

4. Intellectual Property

Upon full payment of all fees due under this Agreement, and subject to Section 5 (Confidentiality) and any pre-existing rights, Consultant assigns to Client all right, title, and interest in and to the Deliverables created for Client under this Agreement. Consultant retains all right, title, and interest in any pre-existing materials, methodologies (including the What If™ Method), tools, templates, and know-how used to create the Deliverables, and may reuse such materials for other clients provided Client’s Confidential Information remains protected.

5. Confidentiality

Each Party agrees to hold the other’s Confidential Information in confidence and to use it solely to perform or receive the Services. “Confidential Information” includes non-public business, financial, technical, and strategic information disclosed in the course of the engagement. This obligation survives termination of this Agreement and does not apply to information that is or becomes public without breach, is independently acquired, or is required to be disclosed by law.

6. Client Obligations — Access & Cooperation

Client agrees to provide timely access to the information, personnel, and resources reasonably necessary for Consultant to perform the Services, and to respond to reasonable requests for input and feedback. Consultant’s performance depends on Client’s timely cooperation; reasonable delays caused by Client may extend related timelines.

7. Limitation of Liability

To the maximum extent permitted by law, Consultant’s aggregate liability arising out of or related to this Agreement shall not exceed the total fees paid by Client under this Agreement. Consultant shall not be liable for any indirect, incidental, special, consequential, or punitive damages, or for lost profits, revenue, or business opportunity, even if advised of the possibility of such damages.

8. Termination

Either Party may terminate this Agreement for material breach if the breach remains uncured for fourteen (14) days after written notice. Client may also terminate for convenience upon written notice, subject to payment for Services performed and any non-cancellable commitments to the date of termination. The upfront deposit is non-refundable once work has commenced, except as otherwise required by law. Sections 4, 5, 7, and 9 survive termination.

9. Non-Solicitation

During the term of this Agreement and for twelve (12) months thereafter, Client agrees not to solicit or hire, directly or indirectly, any personnel of Consultant involved in providing the Services, without Consultant’s prior written consent.

10. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of [Jurisdiction], without regard to its conflict-of-laws principles. The Parties submit to the exclusive jurisdiction of the courts located in [Jurisdiction] for any dispute arising out of this Agreement.

For lawyer review

11. Miscellaneous

This Agreement may be executed in counterparts. If any section is held unenforceable, the remainder shall continue in full force and effect. This Agreement constitutes the entire agreement between the Parties regarding the subject matter hereof and supersedes all prior discussions and agreements. Any notice shall be given in writing to the addresses in the engagement proposal.

12. Acceptance & Signature

By selecting the acceptance checkbox below and typing your full name into the signature field, you confirm on behalf of Client that you have read, understood, and agree to be bound by this Agreement. Your full name and the date of acceptance constitute Client’s signature for purposes of this Agreement, subject to final countersignature by Consultant.