Unless otherwise agreed in writing, these Terms are incorporated by reference into all engagements with Sharplight.
1. Legal Disclosure
Sharplight is a strategic advisory consulting firm and is not a law firm. Sharplight does not provide legal advice and makes no representations or warranties regarding legal compliance, intellectual property clearance, non-infringement, regulatory obligations, or third-party contractual requirements. Client is solely responsible for ensuring that its use of any deliverables complies with applicable laws, regulations, and third-party obligations.
2. Governing Law and Venue
This Agreement is governed by and construed in accordance with the laws of the State of Utah, without regard to conflict of laws principles. Any legal action or proceeding arising out of or relating to this Agreement shall be brought exclusively in the state or federal courts located in Salt Lake County, Utah, and the parties irrevocably consent to personal jurisdiction and venue there.
3. Fees, Scope, and Change Orders
Project fees, subscription fees, or other investments are set forth in the applicable proposal and are valid for thirty (30) days unless otherwise stated. The scope of services is limited to what is expressly described in the applicable proposal or statement of work. Any change to scope, capacity, deliverables, or timelines requires a written change order approved by both parties. Capacity does not roll over from month to month unless expressly stated in writing.
4. Revisions
Unless otherwise specified, engagements include up to three (3) rounds of revisions. Additional revisions or material changes requested by Client may require a change order and additional fees.
5. Recording of Meetings
Meetings, workshops, presentations, and working sessions may not be recorded in any form without Sharplight's prior written consent. Unauthorized recording constitutes a material breach of this Agreement and entitles Sharplight to seek immediate injunctive relief, in addition to any other remedies available at law or equity.
6. Expenses, Third-Party Costs, and Media
Client is responsible for all third-party costs, travel expenses, and out-of-pocket expenses incurred in connection with the engagement. Third-party costs are subject to a 15% management fee unless otherwise agreed. Third-party and media expenses are due in advance. Media services, if any, require a separate written agreement.
7. Payment Terms
Invoices are due as stated in the applicable proposal or invoice and are not contingent upon delivery of work. Sharplight reserves the right to suspend work for invoices more than thirty (30) days past due, without liability for delays or non-performance resulting from such suspension. Client remains responsible for all fees incurred prior to suspension or termination.
8. Intellectual Property and License
8.1 Ownership: All methodologies, frameworks, models, systems, processes, strategic approaches, tools, templates, and pre-existing intellectual property used or developed by Sharplight remain the exclusive property of Sharplight.
8.2 License to Deliverables: Upon full payment of all amounts due, Client is granted a non-exclusive, non-transferable, non-sublicensable license to use the final deliverables solely for Client's internal business purposes.
8.3 Restrictions: Client may not sublicense, assign, resell, repurpose, adapt, or exploit the deliverables or any derivative works for the benefit of any third party, affiliate, investor, portfolio company, or related entity; use the deliverables as a template, system, or methodology for services provided by another agency or internal team; or claim ownership of or authorship over Sharplight IP.
For avoidance of doubt, no license is granted to Sharplight's underlying methodologies, frameworks, strategic models, or ways of working, whether or not reflected in the final deliverables.
9. Confidentiality
Confidential Information includes all non-public information disclosed by Sharplight, whether oral, visual, written, or electronic, including but not limited to pricing, team structure, internal processes, strategic approaches, client learnings, vendor relationships, and business practices. Client agrees to maintain the confidentiality of Sharplight's Confidential Information and to use it solely for purposes of the engagement.
10. Non-Solicitation and Non-Circumvention
During the engagement and for twelve (12) months thereafter, Client shall not directly or indirectly solicit, recruit, hire, or engage any Sharplight employee or contractor involved in the engagement without Sharplight's prior written consent; encourage, induce, or assist any such individual to terminate or modify their relationship with Sharplight; engage any such individual outside of Sharplight in connection with services competitive with or substantially similar to those provided under this Agreement; or circumvent Sharplight for the purpose of obtaining substantially similar services through another provider using Sharplight personnel, know-how, or work product.
11. Public References and Attribution
Client may not reference Sharplight, its personnel, or the engagement in public materials, case studies, investor communications, marketing collateral, or sales materials without Sharplight's prior written approval.
12. Data Compliance
Client is solely responsible for compliance with all data protection and privacy laws applicable to its data. Client represents that no EU personal data will be provided to Sharplight. Sharplight does not act as a data processor or controller.
13. Suspension and Termination
Sharplight may immediately suspend or terminate services upon material breach of this Agreement, including breach of confidentiality, intellectual property, non-solicitation, or non-circumvention provisions, without liability for undelivered work. Termination does not relieve Client of payment obligations incurred prior to termination.
14. Injunctive Relief and Remedies
Client acknowledges that breach of the sections relating to intellectual property, confidentiality, non-solicitation, or non-circumvention would cause irreparable harm for which monetary damages may be inadequate. Client agrees that Sharplight shall be entitled to seek injunctive relief without the necessity of posting bond, in addition to any other remedies available at law or equity.
15. Miscellaneous
This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior discussions or understandings. Any amendment must be in writing and signed by both parties. If any provision is held unenforceable, the remaining provisions shall remain in full force and effect.