# =============================================================================
# Consulting - Terms
# =============================================================================
# Governed by ../LAWS.
# =============================================================================


summary: "The standard terms Cedric works under. A specific engagement is documented in its own agreement."

independent_contractor: "Engagements are contracted through ZC-8 LLC, a Nevada limited liability company, signed by Cedric Ancellin as Managing Member, as an independent contractor (in the US, 1099 with a W-9 from the LLC), not an employee. The consultant controls the manner and means of the work and has no authority to bind the client."

intellectual_property:
  work_product: "Deliverables, assessments, findings, recommendations, and other client-specific work product created under the engagement are owned by the client."
  oracle_methodology: "Cedric retains ownership of his pre-existing Oracle methodology, framework, conventions, and tooling. The client receives a perpetual, worldwide, royalty-free, non-exclusive license to use, operate, maintain, modify, and expand the Oracle and the knowledge in the deliverables. The client inherits the usage and the knowledge; it does not own the underlying methodology."
  pre_existing_ip: "Cedric's independent projects and pre-existing intellectual property remain his."

confidentiality: "A mutual NDA is executed before any access is provisioned. It covers each party's non-public information (code, data structure, documentation, and the substance of conversations) and typically survives two years."
competing_parties: "Cedric works with competing parties, and keeps a strict wall between clients. Without the express approval of a client he has been engaged by, he will not research, assess, discuss, review, or evaluate that client, its technology, or its business, commercial, or staffing matters; will not use that client's confidential information or insights to benefit another client or himself; and will not solicit that client's staff or customers. He discloses any material conflict before accepting an engagement and declines any he cannot take on cleanly. These commitments survive the engagement. The full statement is on the consulting overview."
access_posture: "For assessments, read-only access to code and database structure is sufficient. No production access or live data is required."
location_and_travel: "Work is performed remotely by default. On-site or travel work is not an obligation; it is arranged only by mutual agreement during the engagement, unless a specific engagement's agreement names particular travel and dates."
engagement_requirements: "To start and run, the client provides the 50% mobilization deposit (due on signing) and the materials and access needed for the scope (receipt of which triggers commencement), informs the relevant staff of the engagement, designates a dedicated point of contact, and provides a list of staff Cedric may contact. A mobilization minimum (the lesser of three working days or the deposit) is non-refundable and earned on signing, even if the engagement never starts because materials or access are not provided. The people-facing deliverables depend on these."
commencement_and_term: "The engagement commences when the materials are received and the deposit is paid; the calendar term runs from that point and is two weeks for every three working days, rounded up (for example 3 days over 2 weeks, 6 days over 4 weeks). Cedric may complete sooner by mutual agreement with the client. See the pricing page (/consulting/pricing)."
deliverables_and_acceptance: "Work is delivered as two consolidated reports, a mid-engagement report the client gives feedback on (to course-correct) and a final engagement report the client accepts. The client has a short review window (standard five business days) to accept or send specific clarification or remediation requests; if it does not respond, the final report is deemed accepted. Completion is that acceptance (or deemed acceptance); the balance is invoiced on completion and due on a short net term (standard fifteen days). Up to a small allowance (standard two hours) of post-acceptance clarification or remediation is included; anything more, or new scope, is a separate engagement."
client_customers_and_third_parties: "When an engagement involves one of the client's customers or another third party, Cedric acts as the client's disclosed consultant. The third party's confidential information is protected under the NDA, Cedric's duties run only to the client (no third party is owed a duty or is a beneficiary), and the client stands behind (and indemnifies Cedric against) claims by its own customer, except Cedric's own breach, gross negligence, or willful misconduct."
approved_communications: "Before announcement, the parties agree an internal message to staff and an external message to the market; neither party communicates about the engagement except through those approved messages, subject to confidentiality and the competing-parties wall. Once an engagement is successfully completed and paid (final report accepted, all fees paid), Cedric has a standing right to identify the client as a client (name, and logo by consent) in his portfolio, proposals, and professional profiles, with a factual high-level role description, subject to confidentiality (no deliverables or non-public detail)."
liability: "The work is advisory and provided in good faith; the client retains all decision authority. Aggregate liability is typically capped at the fees paid under the engagement."
restrictive_covenants: "Cedric carries no non-compete or other restrictive covenant from any prior role, so nothing encumbers his ability to take an engagement. He is glad to sign the client's standard confidentiality and non-solicitation terms."
termination: "Either party may terminate on short written notice. Cedric is paid the greater of the working days performed through the notice cutoff or the non-refundable mobilization minimum, with any prepayment reconciled (the mobilization minimum is never refunded)."
output_medium: "Deliverables are provided in the form that fits each, for example a structured, queryable Oracle and/or documents."
governing_law: "Nevada, USA, adjustable per engagement."
dispute_resolution: "Proportionate and tiered. Good-faith negotiation first, then non-binding mediation, then confidential binding arbitration (AAA Commercial, Expedited Procedures, single arbitrator, documents or video where the amount permits) instead of court litigation. Either party may still go to court for an urgent IP or confidentiality injunction, and either party may use small claims for a claim within that court's limit. Mutual prevailing-party attorneys' fees and costs. Chosen because for a small fixed-fee engagement, litigation costs more than the amount and is public."


implicit:
  - "These are standard terms; a specific engagement's own agreement governs."