Standard Terms and Conditions of Services

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2. Goddard Advisory Partners LLC
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4. Last Updated: [May 01, 2026]
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6. These Standard Terms and Conditions apply to services provided by Goddard Advisory Partners LLC unless otherwise modified by a written agreement, proposal, statement of work, or engagement document signed or accepted by both parties.
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8. Services
9. Goddard Advisory Partners LLC provides consulting, project management, program management, PMO, governance, operational execution, advisory, reporting, and related professional services.  The specific scope, timeline, deliverables, fees, and assumptions for each engagement will be defined in the applicable proposal, statement of work, engagement description, invoice, or written agreement.
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11. Client Responsibilities
12. The client is responsible for providing timely access to information, stakeholders, systems, documentation, approvals, and decisions reasonably needed to perform the services. Delays in client inputs, approvals, access, or third-party participation may impact timelines, deliverables, or fees.
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14. Fees and Payment
15. Fees are stated in the applicable proposal, invoice, or engagement document.  Unless otherwise stated, invoices are due within thirty (30) days of the invoice date. Goddard Advisory Partners LLC reserves the right to pause or suspend services if invoices remain unpaid after the due date.
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17. Taxes
18. Fees are exclusive of applicable taxes unless otherwise stated.  The client is responsible for any applicable sales, use, withholding, or similar taxes, except taxes based on Goddard Advisory Partners LLC’s income.  Professional consulting services may not be subject to sales tax in certain jurisdictions; tax treatment may vary based on the nature of the services, location, and applicable law.
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20. Expenses
21. Pre-approved travel, materials, software, subcontractor, or third-party expenses will be billed as stated in the applicable proposal or engagement document.  Expenses not expressly included in the fixed fee or stated scope are not included unless agreed in writing.
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23. Changes in Scope
24. Any services, deliverables, meetings, reporting, coordination, documentation, analysis, or support outside the agreed scope may require a written change order, addendum, revised proposal, or separate invoice.  Goddard Advisory Partners LLC is not obligated to perform out-of-scope work without mutual agreement on scope, timing, and compensation.
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26. Deliverables
27. Deliverables may include documents, templates, dashboards, reports, recommendations, operating models, project plans, governance materials, or other work products identified in the applicable engagement. Draft deliverables are provided for review and refinement.  Final deliverables are considered accepted unless the client provides specific written feedback within ten (10) business days of delivery.
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29. No Guarantee of Results
30. Goddard Advisory Partners LLC will perform services in a professional and commercially reasonable manner. However, outcomes may depend on client decisions, stakeholder participation, third-party performance, market conditions, organizational readiness, and other factors outside Goddard Advisory Partners LLC’s control.  No specific business, financial, operational, legal, compliance, or project outcome is guaranteed unless expressly stated in writing.
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32. Confidentiality
33. Each party may receive confidential or proprietary information from the other.  Each party agrees to use reasonable care to protect confidential information and to use it only for purposes of the engagement.  Confidentiality obligations do not apply to information that is publicly available, already known, independently developed, or required to be disclosed by law.
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35. Intellectual Property
36. Unless otherwise agreed in writing, Goddard Advisory Partners LLC retains ownership of its pre-existing materials, methodologies, templates, frameworks, tools, know-how, and general consulting work methods.  Upon full payment, the client receives a non-exclusive, internal-use license to use final deliverables created specifically for the engagement.
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38. Third-Party Tools and Platforms
39. The client is responsible for its own licenses, permissions, access, data, and use of third-party platforms, including but not limited to Microsoft 365, Smartsheet, Odoo, Google Workspace, or other systems.  Goddard Advisory Partners LLC is not responsible for outages, limitations, data loss, or changes caused by third-party providers.
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41. Independent Contractor
42. Goddard Advisory Partners LLC performs services as an independent contractor.  Nothing in these terms creates an employment, partnership, joint venture, fiduciary, or agency relationship unless expressly agreed in writing.
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44. Limitation of Liability
45. To the maximum extent permitted by law, Goddard Advisory Partners LLC’s total liability for any claim arising out of or related to the services will not exceed the fees paid by the client for the specific services giving rise to the claim. Goddard Advisory Partners LLC will not be liable for indirect, incidental, consequential, special, punitive, or lost-profit damages.
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47. Indemnification
48. The client agrees to indemnify and hold harmless Goddard Advisory Partners LLC from claims, losses, liabilities, damages, costs, or expenses arising from client-provided information, client decisions, client implementation of recommendations, third-party actions, or matters outside Goddard Advisory Partners LLC’s control, except to the extent caused by Goddard Advisory Partners LLC’s gross negligence or willful misconduct.
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50. Termination
51. Either party may terminate an engagement as stated in the applicable agreement or, if no termination provision is stated, with written notice.  The client remains responsible for fees and approved expenses incurred through the effective termination date, including work performed, scheduled commitments, and deliverables substantially in progress.
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53. Non-Solicitation
54. During the engagement and for twelve (12) months after completion, the client agrees not to directly solicit for employment or engagement any employee, contractor, subcontractor, or advisor introduced by Goddard Advisory Partners LLC in connection with the engagement, unless otherwise agreed in writing.
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56. Governing Law
57. These terms are governed by the laws of the State of Minnesota, without regard to conflict-of-law principles.  Any dispute will be handled in the state or federal courts located in Minnesota, unless otherwise agreed in writing.
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59. Entire Agreement
60. These terms, together with the applicable proposal, invoice, statement of work, engagement description, or signed agreement, represent the understanding between the parties regarding the services.  If there is a conflict, the signed agreement or engagement-specific document controls.
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62. Contact
63. Goddard Advisory Partners LLC
64. 13111 Brenwood Trail
65. Minnetonka, MN 55343
66. annie.goddard@goddardadvisorypartners.com
67. www.goddardadvisorypartners.com