Standard Engagement Terms

1. Application

These terms govern workshops, training, executive education, speaking, advisory and advisory board service, sponsored content and research, event sponsorships, embedded finance support, and any other services described in a proposal, agreement, or written confirmation that references these terms. Where that document expressly states different terms for an engagement, those control.

The version of these terms in effect on the date of the proposal governs that engagement. These terms carry a version number and effective date, and prior versions are available on request.

2. Workshop Engagements

Workshop fees, inclusions, and scheduling are stated in the Workshop Engagement Terms at devoncoombs.com/workshop-terms or in the proposal for the engagement. For workshop engagements, the Workshop Engagement Terms control over this section.

3. Fees and Payment

The professional fee is the fee for services stated in the proposal or agreement, excluding expenses and taxes. For engagements with a scheduled date, a deposit of 50% of the professional fee is due on signing and reserves the date; the remaining balance is due on or before the session date, and engagements confirmed fewer than 21 days before the session date are payable in full on signing. Hourly advisory is invoiced monthly in arrears; retainers, advisory board service, and embedded finance support are invoiced monthly unless the proposal states otherwise, with invoices due within 30 days.

Amounts more than 15 days past due accrue interest at 1.5% per month or the highest rate permitted by law, whichever is less, and the client is responsible for reasonable costs of collection. A Form W-9 is available on request.

4. Expenses

The client covers pre-approved travel, lodging, meals, and event-related expenses. Expenses are either booked directly by the client or reimbursed at actual cost with receipts. No markup is applied. Air travel is booked in premium economy, or business class for flights over four hours, where available.

5. Scheduling and Cancellation of Dated Engagements

A dated engagement (a workshop, keynote, session, or sponsored event) may be rescheduled once at no charge with at least 21 days written notice, subject to availability within the following six months. If a mutually workable date is not found within six months of a reschedule request, the request is treated as a cancellation as of the date of the original notice.

If the client cancels 45 or more days before the engagement, the deposit applies as a credit toward a future engagement; a credit is valid for twelve months from the cancellation date and may be applied once. If the client cancels 21 to 44 days before, 50% of the professional fee is due. If the client cancels 20 or fewer days before, the full professional fee is due. Non-refundable expenses already incurred are reimbursed in each case.

If Devon Coombs LLC cancels for any reason other than an event outside its reasonable control, all amounts paid are refunded in full.

If an event outside a party’s reasonable control prevents the session from being held or prevents the facilitator from appearing (facilitator illness, travel disruption affecting the facilitator, natural events, government action, and similar), the engagement is rescheduled without penalty. If a new date cannot be agreed within six months, either party may cancel and amounts paid are refunded, less fees for work already performed and non-recoverable expenses already incurred. Reduced attendance or participant availability is not such an event.

6. Term and Termination of Ongoing Engagements

For ongoing engagements (advisory retainers, hourly advisory, advisory board service, embedded finance support, and similar), either party may end the engagement with 30 days written notice. Fees for services performed and non-cancelable expenses incurred through the end date remain payable, and prepaid fees for periods after that date are refunded.

Either party may end any engagement immediately by written notice if the other party materially breaches these terms and does not cure within 15 days of notice. Devon Coombs LLC may suspend services while amounts are more than 30 days past due.

7. Materials and Intellectual Property

Devon Coombs LLC retains ownership of pre-existing materials, frameworks, methods, and anything developed for general use across engagements. Upon full payment of the fees for an engagement, materials delivered to the client (slides, playbooks, exercises, and similar) are licensed to the client for use by participants in the engaged sessions and for the client’s internal reference. They may not be resold, publicly posted, redistributed outside the client’s organization, or used to deliver training to others or to build derivative training programs without written permission; a license for broader internal use is available.

Deliverables created specifically and solely for a client under an advisory or embedded finance engagement are assigned to the client upon full payment, excluding pre-existing materials, frameworks, methods, and generalized know-how, which remain Devon Coombs LLC’s property and are licensed for the client’s internal use. Materials the client provides remain the client’s property.

8. Confidentiality

Each party will keep the other’s non-public business information confidential, use it only for the engagement, and protect it with reasonable care. Confidential information does not include information that is or becomes public through no fault of the receiving party, was known to the receiving party without restriction before disclosure, is independently developed without use of the other party’s information, or is lawfully received from a third party without a duty of confidentiality. A party may disclose information when required by law, regulation, or legal process, after giving the other party reasonable notice where legally permitted.

Devon Coombs LLC uses participant contact and assessment information only to deliver and follow up on the engagement, does not sell it or share it for marketing, and deletes or returns it on written request. No exercise or session requires the client to share confidential information.

9. Recordings

Sessions may be recorded for the client’s internal use where agreed in writing in advance. Public posting or external distribution of any recording requires written approval from both parties. For associations and similar membership organizations, distribution to the organization’s members counts as internal use where the proposal states so.

10. AI Tools and Client Data

Hands-on sessions use AI tools (such as Claude, ChatGPT, Copilot, or Gemini) under the client’s own accounts, subscriptions, and policies. The client decides what information its participants may enter into third-party AI tools and remains responsible for its own data governance during exercises. Devon Coombs LLC does not require confidential client data for any exercise and is not responsible for the outputs of third-party AI tools or for the client’s use of them.

11. Delivery, Personnel, and Independent Status

Services are provided by Devon Coombs LLC as an independent contractor. Devon Coombs LLC may deliver services through its personnel and specialists, remains responsible for their work, and is responsible for all compensation, tax, and benefit obligations owed to them. Nothing in an engagement creates an employment, agency, or partnership relationship, and nothing makes either party the employer of the other party’s personnel.

Devon Coombs LLC serves multiple clients, including clients in the same industry, and may provide similar services to others, subject always to Section 8. Advisory board participation is advisory only; Devon Coombs LLC and its personnel serve without fiduciary duties and are not officers, directors, or employees of the client.

Engagements are independent of Santa Clara University and every other institution with which Devon Coombs is affiliated; titles and affiliations identify background and do not imply institutional involvement or endorsement.

12. Warranty and Disclaimers

Services are performed in a professional and workmanlike manner by qualified personnel. This is the only warranty given for an engagement; to the extent permitted by law, implied warranties are disclaimed.

Workshops, keynotes, executive education sessions, and published materials are educational and general in nature; they are not legal, tax, investment, or accounting advice and do not create a client relationship for such services. Advisory and embedded finance engagements are limited to the scope stated in the proposal. No audit, review, compilation, or other attest or assurance services are provided, and no engagement is performed as part of a practice of public accountancy. Results depend on factors outside either party’s control, so no specific business outcome is promised.

13. Liability

Each party’s total liability arising from an engagement is limited to the professional fees paid or payable for that engagement, and neither party is liable for indirect, incidental, or consequential damages. These limits do not apply to the client’s obligation to pay fees and expenses, to use of materials beyond the license in Section 7, to a breach of Section 8, to a party’s gross negligence, willful misconduct, or fraud, or to liability that cannot be limited under applicable law.

14. Indemnification

The client will defend and indemnify Devon Coombs LLC against third-party claims arising from materials or information the client provides for an engagement, from the client’s or its participants’ use of third-party AI tools, or from use of delivered materials beyond the license in Section 7.

Devon Coombs LLC will defend and indemnify the client against third-party claims that delivered materials, as delivered and used within the license in Section 7, infringe a copyright or trade secret, excluding claims arising from client modifications or from combination with materials Devon Coombs LLC did not provide. This obligation is subject to the limits in Section 13.

15. Client Responsibilities

For on-site sessions, the client provides the venue, room setup, audio-visual equipment, and participant access to the AI tools used in exercises, unless the proposal states otherwise. The client is responsible for participant attendance and for internal approvals needed for the session.

Devon Coombs LLC will reasonably cooperate with a client’s vendor onboarding, background check, and site or security requirements; requirements that materially add cost or time are addressed in the proposal or agreed in writing. With reasonable advance notice, Devon Coombs LLC will cooperate with the client’s accessibility accommodations, such as captioning services the client arranges and materials in accessible formats.

16. Sponsored Content and Events

For sponsored content, sponsored research, and sponsored events (including executive dinners), the sponsorship is disclosed to the audience or attendees. Sponsorship does not purchase endorsement, fees are for the work rather than the conclusions, and Devon Coombs LLC retains editorial control over its own publications and authorship credit unless the agreement states otherwise.

For sponsored content, the agreement states the sponsor’s distribution rights and permitted use of Devon Coombs’ name, likeness, and biography, which control over Sections 7, 9, and 17 for that content.

17. Publicity

Neither party will use the other’s name, logo, or feedback publicly without written permission. The client may use Devon Coombs’ name, likeness, biography, and session description to promote a session or event he is engaged to deliver, and disclosures required by Section 16 are permitted without further approval.

18. Taxes

Fees are exclusive of taxes. The client is responsible for any sales, use, or similar taxes arising from an engagement, excluding taxes on Devon Coombs LLC’s income. Each party is responsible for its own payroll and employment obligations.

19. Specialists and Conversion

During an engagement and for twelve months after it ends, neither party will solicit for employment or engagement the other party’s personnel or specialists who worked on that engagement, without written consent. General job postings not directed at those individuals are not a breach.

If the client hires or directly engages a Devon Coombs LLC specialist introduced through an engagement within that period, the client will instead pay a placement fee of 30% of the specialist’s first-year annualized base compensation, reflecting the recruiting, vetting, and development investment in that specialist. Payment of the placement fee satisfies this section.

20. Assignment

Neither party may assign an engagement without the other’s written consent, except to a successor in a merger, acquisition, or sale of substantially all assets.

21. Notices

Notices are effective when sent in writing to the email addresses stated in the proposal or agreement, provided the sender does not receive an automated non-delivery message.

22. General

The proposal or agreement together with these terms is the entire agreement for an engagement and replaces prior discussions on the same subject. Changes must be in writing and agreed by both parties. Preprinted or standard terms on a client purchase order, vendor portal, invoice acknowledgment, or similar administrative form do not modify these terms, even where the form is required for payment, unless signed by both parties and expressly stating that it amends these terms.

A failure to enforce a term is not a waiver of it. If any term is found unenforceable, the remaining terms stay in effect. Section 3 (as to accrued amounts), Sections 7 through 14, Sections 16 through 19, and Section 23, along with any other term that by its nature should survive, survive the end of an engagement.

23. Governing Law

These terms are governed by California law, without regard to conflict-of-laws rules. Disputes are resolved in the state or federal courts located in Santa Clara County, California, and each party consents to that venue.