Contracting Terms

1. Application

These terms govern independent specialists and specialist firms who deliver client engagements through Devon Coombs LLC. Each engagement is confirmed in a signed agreement or work order stating the client, the role, the rate, and the term, and incorporating these terms; where that document states different terms, those control.

Engagements are scoped before you see them, and the client relationship, billing, and quality review run through Devon Coombs LLC.

2. Engagements and Scope

Specialists perform the portions of a client engagement that Devon Coombs LLC assigns. No minimum number of hours or volume of work is guaranteed. Day-to-day priorities are coordinated with Devon Coombs LLC and, as directed, with the client’s stakeholders. The specialist retains discretion over the manner, means, methodologies, and professional judgment used to perform the work.

3. Key Person

Work is performed personally by the individual named in the work order. Substituting other personnel, or further delegating any of the work, requires Devon Coombs LLC’s prior written consent.

4. Standards and Client Obligations

Work is performed in a professional and workmanlike manner consistent with the senior-level quality commitment in the client engagement. The specialist complies with the client-agreement obligations that apply to engagement personnel and are disclosed in the work order (including confidentiality, data protection, and security obligations) and observes the client’s reasonable policies when on client premises or systems. Unless the work order states otherwise, services are advisory in nature and the client retains all final decisions, approvals, and implementations.

5. Compensation and Invoicing

The rate for each engagement is stated in the work order and applies to time actually worked, properly recorded, and approved. Specialists submit time records at least monthly, in reasonable detail and in a form sufficient for client billing, and invoice Devon Coombs LLC monthly in arrears for approved hours.

6. Payment Timing

Devon Coombs LLC pays each undisputed specialist invoice within 15 business days after receiving payment from the client for the corresponding work. Receipt of client payment is a condition precedent to payment, and the specialist accepts the risk of client nonpayment or delay. If the client pays part of an invoice, the specialist is paid a proportionate amount for approved hours. Devon Coombs LLC invoices the client promptly and uses commercially reasonable efforts to collect. Amounts the client disputes, disallows, or recoups reduce the corresponding payment obligation and may be offset against future payments or refunded.

7. Expenses

Only expenses approved by Devon Coombs LLC in writing in advance are reimbursable, at actual cost and consistent with the client engagement’s travel and reimbursement terms, payable within 15 business days after Devon Coombs LLC receives the corresponding reimbursement from the client.

8. Independent Status, Taxes, and Insurance

Specialists are independent contractors. Nothing in an engagement creates an employment, agency, partnership, joint venture, or co-employment relationship with Devon Coombs LLC or its client, and specialists are not entitled to employee compensation, benefits, insurance, or paid leave from either. Specialists supply their own equipment and workspace except where client systems are required, and are free to serve other clients during an engagement, subject to Sections 9 and 11 and to conflicts of interest with the client engagement.

Specialists are solely responsible for their own taxes, withholdings, and contributions (a completed Form W-9 is required before first payment, and payments are reported on Form 1099), for their own business licenses and registrations, and for their own insurance, including workers’ compensation coverage if and as required by law. Specialists have no authority to bind Devon Coombs LLC or its client.

9. Confidentiality

All non-public information of the client or Devon Coombs LLC accessed in connection with an engagement is confidential, including financial data, processes, systems information, business plans, personnel information, and the terms and rates of the engagement itself. Specialists use confidential information solely to perform the work, protect it with at least reasonable care, and return or destroy it on request or at the end of the engagement. These obligations do not apply to information that is or becomes public through no fault of the specialist, was lawfully known before disclosure, or must be disclosed by law, with prompt notice where permitted.

10. Work Product

Deliverables, analyses, recommendations, and other work product created in performing an engagement are works made for hire for Devon Coombs LLC to the extent permitted by law, and are otherwise assigned to Devon Coombs LLC, so it can satisfy its intellectual property obligations to the client. Specialists retain their pre-existing tools, templates, methodologies, and general know-how, and grant Devon Coombs LLC and the client a perpetual, non-exclusive, royalty-free license to use anything of theirs embedded in work product.

11. Client Relationships

During an engagement and for twelve months after it ends, the specialist will not directly or indirectly provide the same or substantially similar services to that client, whether independently or through another firm, except through Devon Coombs LLC or with its prior written consent. This restriction is deliberately narrow: it protects the client relationship and the economics of the engagement, and it does not otherwise restrict the specialist from practicing their profession or serving any other client.

12. Term and Ending an Engagement

An engagement runs until the work order or the underlying client engagement is completed, expires, or is terminated. Either party may end an engagement with 30 days written notice. Devon Coombs LLC may end or suspend an engagement immediately if the underlying client agreement ends or is suspended, if the client requests removal or replacement of the named individual, or if the specialist materially breaches these terms and does not cure within 10 days of notice. On any ending, approved work performed through the end date is paid, subject to Section 6.

13. Indemnification and Liability

Each party indemnifies the other against third-party claims to the extent arising from its own material breach, gross negligence, or willful misconduct. The specialist additionally indemnifies Devon Coombs LLC against amounts it becomes obligated to pay the client, under client-agreement terms disclosed in writing, to the extent caused by the specialist’s negligence or misconduct in performing the work.

Except for breaches of Sections 9 or 10 or a party’s gross negligence or willful misconduct, neither party is liable for indirect, incidental, consequential, or punitive damages or lost profits, and each party’s total liability is capped at the amounts paid or payable to the specialist in the twelve months preceding the claim. For the specialist’s indemnity obligations, the cap is the greater of that amount or the proceeds actually available under the specialist’s professional liability insurance for the claim.

14. General

These terms are governed by California law, with exclusive venue in the state and federal courts located in Santa Clara County, California. Notices are effective when delivered in writing to the addresses in the work order. Specialists may not assign an engagement without written consent; Devon Coombs LLC may assign to a successor of its business. The work order together with these terms is the entire agreement for an engagement, amendable only in a writing signed by both parties; unenforceable provisions are modified to the minimum extent necessary and the remainder stays in effect. Agreements may be executed electronically and in counterparts.