**MARGIN MARKSMAN**
**Terms and Conditions**
**Effective Date: June 2026**
**1. Definitions**
For the purposes of this Agreement, the following terms shall have the meanings set forth below:
"Consultant" refers to Margin Marksman, a consulting and technology services business located in Burley, Idaho.
"Client" refers to the individual or business entity engaging the Consultant for services as described in the applicable Proposal.
"Agreement" refers to these Terms and Conditions together with any Proposal, Statement of Work, or invoice issued by the Consultant to the Client.
"Confidential Information" means any non-public information disclosed by either party that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure.
"Deliverables" means work product specifically created for the Client under this Agreement and delivered upon receipt of full payment.
---
**2. Scope of Services**
The Consultant agrees to provide business consulting and technology services as described in the applicable Proposal. The Consultant will perform all services with reasonable professional skill and care consistent with industry standards.
Any changes to the agreed scope of services must be documented in a written change order signed by both parties. Change orders may affect the cost, timeline, or deliverables associated with the engagement. Work on changed scope will not begin until a change order is executed.
---
**3. Payment Terms**
The Client agrees to pay the Consultant as outlined in the applicable Proposal and invoice.
- Invoices are due within the number of days stated on the invoice. If no terms are stated, payment is due within 15 days of the invoice date.
- A deposit may be required prior to commencement of services, as specified in the Proposal.
- Invoices not paid by the due date will accrue interest at a rate of 1.5% per month (18% annually) on the outstanding balance.
- If payment is not received within 30 days of the due date, the Consultant reserves the right to pause or terminate services without liability until the account is brought current.
- The Client shall reimburse the Consultant for any reasonable out-of-pocket expenses incurred in connection with the engagement, provided such expenses are pre-approved by the Client.
---
**4. Confidentiality and Non-Disclosure**
**Definition of Confidential Information:** Confidential Information includes all information or material that has or could have commercial value or other utility in the business in which the disclosing party is engaged, including but not limited to financial data, operational processes, client lists, pricing, and technology systems.
**Obligations of Receiving Party:** Each party agrees to hold and maintain the other party's Confidential Information in strictest confidence and to use it solely for the purposes of this Agreement. Access to Confidential Information shall be restricted to employees, contractors, and third parties who have a need to know and are bound by equivalent confidentiality obligations.
**Exclusions:** Confidential Information does not include information that:
- Is or becomes generally known to the public through no wrongful act of the receiving party
- Is independently developed by the receiving party without breach of this Agreement
- Is disclosed to the receiving party by a third party lawfully in possession of such information and not under an obligation of nondisclosure
- Is required to be disclosed by law or court order, provided the receiving party gives prompt written notice to allow the disclosing party to seek a protective order
**Term:** This confidentiality obligation shall remain in effect for 36 months following the date of disclosure, or for as long as the information remains commercially sensitive, whichever is longer.
**Return of Materials:** Upon termination of this Agreement, or upon request, the receiving party shall promptly return or destroy all Confidential Information and certify in writing that no copies have been retained.
---
**5. Intellectual Property**
**Pre-Existing IP:** Any tools, templates, methodologies, workflows, automation systems, frameworks, or other intellectual property developed by the Consultant prior to or independently of this engagement remain the sole and exclusive property of the Consultant. Nothing in this Agreement transfers ownership of the Consultant's pre-existing intellectual property to the Client.
**Deliverables:** Work product specifically created for the Client under this Agreement shall become the property of the Client upon receipt of full payment for the applicable engagement. Until full payment is received, all Deliverables remain the property of the Consultant.
**License:** The Consultant grants the Client a non-exclusive, non-transferable license to use any Consultant tools or systems deployed during the engagement solely for the Client's internal business operations.
---
**6. Data and Technology**
The Consultant may use third-party platforms including Make.com, ClickSend, Google Sheets, and Google Drive to deliver services. The Client acknowledges and consents to the use of these platforms in connection with the engagement.
The Consultant will handle Client data with reasonable care and in accordance with its Privacy Policy, available at marginmarksman.com. The Consultant is not liable for data breaches, outages, or failures caused by third-party platforms outside the Consultant's reasonable control.
The Client is responsible for ensuring that any data provided to the Consultant for use in automated systems has been collected and shared in compliance with applicable law, including obtaining any necessary consents from employees or contractors whose information is included.
---
**7. Termination**
Either party may terminate this Agreement upon 14 days written notice to the other party.
In the event of termination:
- The Client shall pay the Consultant for all services rendered and expenses incurred up to the effective termination date
- Any unpaid invoices become immediately due and payable
- Each party shall return or destroy the other party's Confidential Information as described in Section 4
- Sections 4, 5, 6, 8, 9, and 10 shall survive termination of this Agreement
The Consultant may terminate immediately and without notice if the Client fails to make payment within 30 days of a due date or engages in conduct that is unlawful or materially harmful to the Consultant.
---
**8. Indemnification**
**Consultant Indemnification:** The Consultant agrees to indemnify and hold harmless the Client from any third-party claims, damages, or losses arising directly from the Consultant's gross negligence or willful misconduct in performing services under this Agreement.
**Client Indemnification:** The Client agrees to indemnify and hold harmless the Consultant from any claims, damages, or losses arising from the Client's actions, omissions, or misrepresentations in connection with this Agreement, including any claims arising from data provided by the Client to the Consultant for use in automated systems.
---
**9. Limitation of Liability**
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE CONSULTANT'S TOTAL LIABILITY TO THE CLIENT FOR ANY CLAIM ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY THE CLIENT TO THE CONSULTANT IN THE THREE MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS OR LOSS OF BUSINESS OPPORTUNITY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
---
**10. Dispute Resolution**
The parties agree to attempt to resolve any dispute arising out of or related to this Agreement through good faith negotiation before pursuing formal legal remedies. If the dispute cannot be resolved through negotiation within 30 days, the parties agree to submit the matter to non-binding mediation in the state of Idaho before either party may initiate litigation.
Nothing in this section prevents either party from seeking emergency injunctive or equitable relief where necessary to prevent irreparable harm.
---
**11. Independent Contractor Status**
The Consultant is an independent contractor and not an employee, partner, agent, or joint venturer of the Client. The Consultant is solely responsible for all taxes, insurance, and other obligations associated with independent contractor status. Nothing in this Agreement shall be construed to create an employment relationship between the parties.
---
**12. Legal Advice Disclaimer**
The Consultant does not provide formal legal, accounting, or financial advice. Any recommendations made during consulting sessions are operational and strategic in nature and should be reviewed by a qualified legal or financial professional before implementation.
---
**13. Forecasted Results Disclaimer**
Any forecasted cost savings, time savings, revenue projections, or implementation timelines provided by the Consultant are estimates only based on information available at the time of the engagement. MARGIN MARKSMAN DOES NOT GUARANTEE ANY FORECASTED RESULTS. Actual outcomes depend on the efforts of both parties, the accuracy of information provided by the Client, and market conditions that may be outside either party's control. Past results do not guarantee future outcomes.
---
**14. Force Majeure**
Neither party shall be liable for any delay or failure to perform its obligations under this Agreement due to causes beyond its reasonable control, including but not limited to acts of God, natural disasters, pandemic, war, terrorism, government action, or failure of third-party technology infrastructure. The affected party shall provide prompt written notice and use reasonable efforts to resume performance as soon as practicable.
---
**15. Governing Law and Venue**
This Agreement shall be governed by and construed in accordance with the laws of the state of Idaho, without regard to its conflict of law provisions. Any legal proceedings arising out of or related to this Agreement shall be brought exclusively in the state or federal courts located in Cassia County, Idaho, and both parties consent to the personal jurisdiction of such courts.
---
**16. Entire Agreement and Amendments**
This Agreement, together with any applicable Proposal or Statement of Work, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior negotiations, representations, understandings, or agreements, whether written or oral.
Any amendments to this Agreement must be in writing and signed by authorized representatives of both parties. No waiver of any provision shall be effective unless in writing.