CONSULTING TERMS OF SERVICE

Version 6

Last Updated April 28, 2025

By signing a statement of work or quote with Lean Layer, all signing parties and the entities they represent agree with the terms and conditions listed here. For the purposes of this agreement (the "Master Agreement"), the party receiving services will be referred to as the Customer (the " Customer") and Lean Layer and its affiliates will be referred to as "We", "Us", and "Lean Layer".

“Affiliate” means an entity that directly or indirectly (through one or more intermediaries) controls, is controlled by or under common control with a party.  Any Affiliate of either party may use this Master Agreement to incorporate its terms into a Statement of Work (as defined herein); provided that each Statement of Work remains a separate agreement.  In such case, all references to “Customer” hereunder will be deemed references to the applicable Affiliate for purposes of such Statement of Work.  Each party hereby consents to such Affiliates’ use of this Agreement as described above without further approval.   

“Purpose” means Lean Layer’s provision of the Consulting Services (as defined herein) to Customer.

CONFIDENTIALITY

Confidential Information. The parties agree that all information disclosed by the disclosing party to the receiving party other than Lean Layer’s deliverables to Customer pursuant to the Consulting Services, whether in oral form, visual form or in writing, including but not limited to, all specifications, formulas, prototypes, computer programs and any and all records, data, ideas, methods, techniques, processes and projections, plans, marketing information, materials, financial statements, memoranda, analyses, notes, legal documents and other data and information (in whatever form), as well as improvements, patents (whether pending or duly registered) and any know-how related thereto, relating to the disclosing party and information learned by the receiving party from the disclosing party through the inspection of the disclosing party’s property, that relates to disclosing party’s products, designs, business plans, business opportunities, finances, research, development, know-how, personnel, or third-party confidential information will be considered and referred to collectively in this Master Agreement as “Confidential Information”. Confidential Information shall not include information that: (i) is now or subsequently becomes generally available in the public domain through no fault or breach on the part of the receiving party; (ii) the receiving party can demonstrate in its written records to have had rightfully in its possession prior to the disclosure of the Confidential Information by the disclosing party; (iii) the receiving party rightfully obtains from a third party who has the right to transfer or disclose it, without default or breach of the Master Agreement and any Statement of Work currently in effect; or (iv) the receiving party can demonstrate in its written records to have independently developed, without breach of this Agreement and/or any use of the Confidential Information. Notwithstanding the above, Confidential Information may be disclosed pursuant to the order or requirement of a court, administrative agency or other governmental body; provided, however, that the receiving party shall make the best effort to provide prompt notice of such court order or requirement to the disclosing party to enable the disclosing party to seek a protective order or otherwise prevent or restrict such disclosure.  


Non-disclosure and Non-use of Confidential Information. The receiving party agrees to accept and use Confidential Information solely for the Purpose. The receiving party will not disclose, publish or disseminate Confidential Information to a third party other than those of its employees and consultants with a need to know in connection with the Purpose, and further agrees to take reasonable precautions to prevent any unauthorized use, disclosure, publication or dissemination of Confidential Information, ensure that such receiving party’s employees and consultants fully perform the duties and obligations hereunder and the receiving party shall remain liable at all times for any acts and/or omissions of its employees with respect to the disclosing party’s Confidential Information. The receiving party agrees not to use Confidential Information otherwise for its own or any third party’s benefit without the prior written approval of an authorized representative of the disclosing party in each instance. In performing its duties and obligations hereunder, the receiving party agrees to use at least the same degree of care as it does with respect to its own confidential information of like importance, but, in any event, at least reasonable care. Further, the receiving party agrees that it shall not make any copies of the Confidential Information on any type of media, without the prior express written permission of the authorized representative of the disclosing party. 

Ownership of Confidential Information. All Confidential Information, and any derivatives thereof is and shall remain the property of the said information and no license or other rights to Confidential Information is granted or implied hereby to have been granted to the receiving party, now or in the future.  Lean Layer has not disclosed or sold any personal information to third parties for a business or commercial purpose in the preceding 12 months. Lean Layer LLC will not sell personal information in the future belonging to website visitors, users, customers and other consumers.

No Warranty. THE CONFIDENTIAL INFORMATION AND ANY OTHER INFORMATION IS PROVIDED BY THE DISCLOSING PARTY “AS IS”, WITHOUT ANY WARRANTY, WHETHER EXPRESS OR IMPLIED, AS TO ITS ACCURACY OR COMPLETENESS, OPERABILITY, USE, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT.  

Return of Confidential Information. Upon a written notice from the disclosing party to the receiving party, or upon termination or expiration of this Master Agreement, the receiving party shall: (i) return to the disclosing party any information disclosed in any tangible form, and all copies thereof (on whatever physical, electronic or other media such information may be stored) containing any of the Confidential Information. If such Confidential Information is stored in electronic form, it is to be immediately deleted; and (ii) upon request of the disclosing party, provide a certification, in writing, executed by an appropriate officer of the receiving party, that it has retained no copies of the Confidential Information on any media and that it has retained no notes or other embodiments of the information contained in the Confidential Information. The obligations set forth herein regarding confidentiality and use of Confidential Information shall survive any expiration or termination of this Master Agreement.

Equitable Relief. The receiving party hereby acknowledges that unauthorised disclosure or use of Confidential Information could cause irreparable harm and significant injury to the disclosing party that may be difficult to ascertain. Accordingly, the receiving party agrees that the disclosing party, in addition to any other right or remedy that it may have available to it at law or in equity, will have the right, to seek and obtain immediate injunctive relief to enforce obligations under this Agreement without the necessity of proving actual damages and without the necessity of posting bond or making any undertaking in connection therewith. 

T7. The confidentiality obligations set forth in this Master Agreement shall bind the parties for a
period of two (2) years from the date of termination or expiration of this Master Agreement.

No Joint Venture. This Agreement is not a joint venture or other such business arrangement; and any agreement, if at all, between the parties hereto will be set forth in subsequent written agreements, at the absolute discretion of the parties hereto. For avoidance of doubt, it is hereby clarified that disclosure of Confidential Information shall be at the sole discretion of the disclosing party. 

Assignment. This Agreement shall not be assignable by either party without the prior written consent of the other party, and any purported assignment not permitted hereunder shall be construed null and void. 

CONSULTING SERVICES 

Lean Layer will provide certain consulting services (the “Consulting Services”) to Customer subject to one or more written agreements accompanied by this Master Agreement upon which the parties may agree from time to time (each such agreement, a “Statement of Work” or "Quote").   

Each Statement of Work will incorporate the terms of this Master Agreement by reference; as such, any reference to “Statement of Work” herein will be deemed to include the provisions of this Master Agreement.  Each Statement of Work will also describe the Consulting Services to be provided.

Customer hereby authorizes Lean Layer to use Customer’s name and logo on Lean Layer’s website and identify Customer as a customer of Lean Layer. Subject to Customer’s prior written consent in each instance, Lean Layer may use the name, trademarks and logos of Customer in routine marketing materials. 

RESPONSIBILITIES, PERFORMANCE AND ACCEPTANCE 

Lean Layer will provide Customer the Consulting Services described in each Statement of Work in accordance with the timeline, if any, set forth in such Statement of Work. Customer will provide reasonable cooperation and assistance to Lean Layer as reasonably needed to complete the Consulting Services as set forth in each Statement of Work.

Except as otherwise provided in a Statement of Work: (i) Customer will be responsible for providing the hardware, software, data, and materials and for providing Lean Layer with the information and access to Customer’s facility(ies) as are necessary for Lean Layer to provide the Consulting Services; and (ii) Customer will be responsible for the application, operation, maintenance, and support of its systems, hardware, and software, including without limitation the implementation and maintenance of any recommendations suggested by Lean Layer under the scope of each applicable Statement of Work; and (iii) Customer owns the data quality at the record level and is responsible for the accuracy, completeness, quality, and legality of all data provided to Lean Layer. (iv) Lean Layer will work with the available data on a best efforts basis and is not responsible for verifying the accuracy or completeness of the data provided by Customer. (v) If the underlying data requires extensive attention or remediation beyond the scope defined in the Statement of Work, the project budget and timeline may need to be extended or adjusted accordingly, or Customer may need to provide additional resources to address and fix data issues.

The scope outlined in each Lean Layer Statement of Work serves as a guiding framework, outlining potential areas of focus rather than a guaranteed list of deliverables. Due to the flexible, adaptive nature of our services, some tasks may be adjusted, reprioritized, or omitted based on what can be effectively achieved within the engagement period and evolving Customer priorities. As priorities shift, tasks and projects may vary, reflecting our responsive approach. Lean Layer operates as an integrated part of Customer’s team, adapting to support Customer’s most pressing needs as they evolve.

TERM AND TERMINATION   

This Master Agreement may be terminated at any time by either party as long as there is no Statement of Work in effect at the time of the termination. The party initiating the termination will send a termination notice in writing (e-mail is sufficient) (the “Termination Notice”.) The provisions of this Agreement will commence as of the Master Agreement Effective Date and will survive until the later of the date on which a Termination Notice is sent and the twelve months following the Termination Date in the last surviving Statement of Work.  

Lean Layer agrees to perform the Consulting Services in a timely and professional manner. Customer agrees to provide reasonable cooperation and assistance to Lean Layer as needed to facilitate the provision of the Consulting Services. The term of each Statement of Work will be as provided in such Statement of Work.  

Except as may be provided in a Statement of Work, either party may terminate a Statement of Work for cause with a 14 day notice and 30 days notice for convenience.

Termination for Cause

If either party believes the other has materially breached this Agreement or any Statement of Work, they must provide written notice outlining the specific nature of the breach. The breaching party will have 14 days from the receipt of this notice to remedy the breach.

If the breach is not remedied within the 14-day period, the non-breaching party may terminate the Agreement or the specific Statement of Work immediately upon written notice.

FEES AND PAYMENT TERMS   

Customer agrees to pay to Lean Layer the fees for the Consulting Services as set forth in the applicable Statement of Work.  Customer will reimburse Lean Layer for the expenses Lean Layer incurs in connection with providing the Consulting Services, so long as any such expense is approved by Customer in advance.   

Lean Layer will send all invoices to Customer at the email address the Customer specifies.

All fees are denominated and will be paid in U.S. dollars according to the fee schedule set forth in the applicable Statement of Work. For the avoidance of doubt, unused hours will not carry forward to subsequent periods.  

Customer is responsible for and agrees to pay any applicable sales, use, value-added, withholding, or other taxes or duties, tariffs, or the like that apply to the provision and/or use of the Services and Software (except for Lean Layer’s employment taxes and taxes based on Lean Layer’s net income, which Lean Layer will pay).  If Lean Layer has any legal obligation to pay or collect taxes for which Customer is responsible under this section, the actual amount will be invoiced to and paid by Customer.   
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All payments are due within 30 days following the issue date of each invoice.  Lean Layer will charge a late fee on all past due amounts at the rate of 5% per month, or if lower, the maximum rate permitted by applicable law.  If Lean Layer has not received any payment within said 30-day period, then Lean Layer may suspend the provision of the applicable Consulting Services to Customer upon no less than 10 days prior notice until payment is made.  The suspension of Consulting Services as provided by this section will not relieve Customer from its obligation to pay all amounts due. Lean Layer will send invoices monthly in arrears.


PROPRIETARY RIGHTS 

Title to and ownership of all written materials, documentation, tools, utilities, methodologies, specifications, techniques and other materials, and know how (and all derivative works and/or enhancements thereof, “I/P”) owned by a party or licensed by such party prior to the effective date of the applicable Statement of Work (together with the intellectual property rights therein) will remain with that party and/or such party’s licensors.  Unless otherwise provided in a Statement of Work, upon full payment therefor, Customer will own all right, title, and interest in and to the written materials and other deliverables provided by Lean Layer pursuant to the Consulting Services, including without limitation all recommendations provided by Lean Layer thereto (the “Deliverables”), subject to Lean Layer’s rights in and to Lean Layer’s I/P.  To the extent that any Deliverable includes Lean Layer I/P, Lean Layer hereby grants Customer a perpetual, worldwide, and nontransferable license to use, copy, and modify such Lean Layer I/P in connection with Customer’s internal use of the applicable Deliverable.   

Lean Layer hereby reserves all rights in and to the Lean Layer I/P that are not expressly granted to Customer pursuant to the applicable Statement of Work.  Notwithstanding the foregoing, Customer’s ownership rights in and to the Deliverables will not preclude Lean Layer from using for any reason the methods, processes, and know-how acquired by Lean Layer during its provision of the Consulting Services so long as Lean Layer does not make use of Customer’s I/P or Confidential Information.   

GENERAL WARRANTIES; LIMITATIONS ON LIABILITY.  

(A)  Each party hereby represents and warrants that: (i) it is duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation; (ii) it has the organizational right and authority to enter into and perform its obligations under the applicable Statement of Work; and (iii) each Statement of Work, when executed and delivered, will constitute a valid and binding obligation of such party and will be enforceable against such party in accordance with its terms.  

(B)  The Consulting Services may include providing assistance to Customer with Customer’s procurement of third-party hardware, software, or other items (“Third Party Materials”).  Unless otherwise expressly stated in a Statement of Work, Customer will license or purchase such Third Party Materials directly from the vendor and will retain sole responsibility for the selection of such Third Party Materials, and payment therefore.  Lean Layer makes no warranties of any kind with respect to such Third Party Materials.  

(C) all Consulting Services are provided on an “as is” basis without warranty of any kind.  Each party hereby expressly disclaims all other warranties, whether express or implied, except as otherwise set forth herein or in any Statement of Work.   

(D)  except for (i) a breach by either party of its confidentiality obligations, or (ii) intentional misconduct or gross negligence, neither party may be held liable for any loss of profits, loss of use, loss of good will, business interruption, computer failure or malfunction, loss of content or data, cost of cover, or indirect, punitive, special, incidental, or consequential damages of any kind arising out of this Master Agreement or any Statement of Work under this Master Agreement. 

(E) except for: (i) a party’s breach of its confidentiality obligations, (ii) any personal injury (including death) or damage to tangible, personal property; or (iii) intentional misconduct or gross negligence, neither party’s maximum cumulative liability arising from or related to a statement of work for any cause whatsoever, regardless of the form of any claim or action, whether based in contract, tort, or any other legal theory, will exceed the aggregate fees paid or payable by Customer to Lean Layer pursuant to such statement of work in the twelve (12) month period immediately preceding the occurrence of the event giving rise to the claim.  The provisions of this section E will apply notwithstanding any provision of any Statement of Work to the contrary and regardless of the form of the claim or cause of action.  

RESTRICTIVE COVENANT

Without prior written consent from Lean Layer, Customer agrees not to directly or indirectly solicit or induce for employment, or employ or engage as an independent contractor (including through referral to third parties), any employee, independent contractor, or former employee of Lean Layer (“Solicited Individual”) during the term of this Agreement and for a period of 24 months thereafter (the “Restrictive Period”). Customer agrees that if this provision is violated, Customer shall pay to Lean Layer a one-time fee equal to $100,000. A general advertisement of a job listing shall not be construed as a solicitation or inducement for purposes of this provision, and the hiring of any such Solicited Individual who freely responds thereto shall not be a breach of this provision.

 

GOVERNING LAW  

This Agreement and each Statement of Work is governed by the laws of the State of New York without giving effect to its conflict of laws principles