Also see all Dojo4 legal agreements here: https://github.com/dojo4/policy/. And in the Dojo4 Concord account at concordnow.com.

Engagement Agreement

This Engagement Agreement (the “Engagement Agreement”) between _____ (“Client”) and Dojo4, LCA (“Dojo4”) sets forth a description of the Services referenced in the Services Agreement dated <<MSA date>> (the “Services Agreement”) between the parties and by this reference incorporates herein the terms and conditions set forth in the Services Agreement. This Engagement Agreement constitutes an independent, separate and enforceable agreement between the parties. In the event of any conflict between the terms and conditions set forth in this Engagement Agreement and those set forth in the Services Agreement, the terms and conditions set forth herein shall govern. Unless otherwise defined herein, capitalized terms used herein shall have the meanings corresponding thereto as set forth in the Services Agreement.

This is Client’s and Dojo4’s Engagement Agreement. Client agrees to read it and understand it, and Client won’t just sign it. It contains details about the relationship between Client and Dojo4.

All parties enter this agreement with a spirit of friendly collaboration, an intention to work diligently and move together toward excellent outcomes.

Nature of Engagement

The Client engages with Dojo4 for the following general activities/deliverables that include:

Additional activities/deliverables requested by Client will be billed at the rate of $>/hour (see “Fees,” below).

Estimate

Dojo4 will perform this work within the following limits:

• The total Fees (as defined below) payable by Client in consideration of the Services will not be more than $> USD total budget.
• Regardless of accomplishment of Deliverables, Dojo4 will not exert more than > hours of work on this Engagement and will work in good faith to accomplish the Deliverables in a minimum amount of time.
• Dojo4 estimates that the Services can be performed in accordance with the following milestones and timelines:
  • a start date no later than >.
  • a total duration between project start and finish of not more than > calendar weeks.

OR

• Dojo4 estimates that the Services can be performed in accordance with the following milestones and timelines:
  • Over a period of <<#>> weeks of work.
• Dojo4 estimates that the total Fees (as defined below) payable by Client in consideration of the Services will be:

$>.

• The deadline for the project is >. In the case that Client delays the completion of this project past this deadline, Dojo4 reserves the right to invoice for and receive prompt payment for work completed to-date, and to terminate the project at that point.

OR

Dojo4 estimates that the Services can be performed for ___ hours for a cost of $___ and will work in good faith to accomplish the Deliverables in a minimum amount of time.

Client acknowledges and understands that the Services will be performed by Dojo4 on a “time and materials” basis and that the foregoing estimates are merely an educated guess on the part of Dojo4. Client acknowledges and understands that it shall be obligated to pay the Fees that accrue hereunder even if the Fees exceed the estimate set forth herein or the Services are not performed strictly in accordance with the estimate for the milestones and timeline set forth herein. Dojo4 makes no representations or warranties regarding of any kind regarding the estimates.

Rate And Terms of Payment

1. Rate. In consideration of Dojo4’s performance of the Services, Client shall pay to Dojo4 professional services fees at the hourly (prorated for partial hours rounded to the nearest quarter hour) rate (the “Fees”) of  $XXX per hour per person. Dojo4 will charge to Client $300 per hour for any time spent following up on unpaid, overdue invoices.

2. Payment Terms. At Dojo4 we use weekly invoices as a quick turn-around of an accounting of hours. Sending an accounting of hours every week, and having that kind of visibility and approval, gives us assurance that we’re heading in a direction that our clients feel good about. As such, Client shall pay to Dojo4 the Fees as follows:

a) The initial deposit of $> (the “Deposit”) shall be due and payable upon the execution of this Engagement Agreement to be applied against the final Fees that accrue during the course of Dojo4’s performance of the Services. The Deposit will be reflected in the final invoice(s) for this Engagement, such that no payment will be due to Dojo4 by Client for the final $> worth of work. Dojo4 shall deliver to Client an invoice reflecting the Deposit upon the execution of this Engagement Agreement.

b) On a weekly basis thereafter, Dojo4 shall deliver to Client an invoice reflecting the aggregate Fees accrued at the applicable rate(s) specified in Section 1 above during the preceding calendar week. Client shall pay invoices reflecting Fees accrued at the rate specified in Section 1 above on “Net 14 Days” terms. Invoices that are not paid within 14 calendar days will incur a 2.25% finance charge compounding every 14 day overdue period.

OR

1. Rate. In consideration of Dojo4’s performance of the Services, Client shall pay to Dojo4 professional services fees at the hourly (prorated for partial hours rounded to the nearest quarter hour) rate (the “Fees”) of $XXX per hour per person. In the case that Client does not meet the Payment Terms, below, Dojo4 reserves the right to increase the Fees $225 per hour per person, as per Section 2e, below.

2. Payment Terms. At Dojo4 we like to use a pay-forward arrangement as a valve for having work approved beforehand. We use weekly invoices as a quick turn-around of an accounting of hours and don’t work further until more funds have been approved. Sending an accounting of hours every week, and having that kind of visibility and approval, gives us assurance that we’re heading in a direction that our clients feel good about. As such, Client shall pay to Dojo4 the Fees in advance as follows:

a) The initial installment for __ hours of $____ (the “Advance Amount”) shall be due and payable upon the execution of this Engagement Agreement to be applied against the Fees that accrue during the course of Dojo4’s performance of the Services. Dojo4 shall deliver to Client an invoice reflecting the Advance Amount upon the execution of this Engagement Agreement.

b) As Dojo4 performs the Services and the Fees in connection therewith accrue at the rate(s) specified in Section 1 above, Dojo4 shall apply the Advance Amount in satisfaction of the same. Dojo4 shall deliver to Client an invoice reflecting a subsequent Advance Amount once the hours covered by the previously paid Advance Amount accrue to __ hours or less.

c) On a weekly basis thereafter, Dojo4 shall deliver to Client an invoice reflecting the Advance Amount less the aggregate Fees then accrued and applied against the Advance Amount as detailed therein during the preceding calendar week.

d) Client acknowledges and understands that Dojo4 shall not be obligated to continue perform the Services in the event the Advance Amount has been fully applied to the Fees then-accrued and that Dojo4 may cease performance of the Services until it receives payment of the Advance Amount in connection with a subsequent invoice.

e) Client acknowledges and understands that Dojo4 reserves the right to increase the hourly rate to $225 per hour per person in the event the Advance Amount has been fully applied to the Fees then-accrued and until it receives payment of the Advance Amount in connection with a subsequent invoice.

f) In the event that upon the completion of the Services and final delivery of any work product related thereto the balance of the Advance Amount exceeds the aggregate Fees accrued in connection with the same, Dojo4 shall refund to Client such balance within 15 days after Client’s acceptance of the Services and such work product in accordance with the terms and conditions set forth in the Services Agreement.

Dojo4 will gladly offer estimates for additional specific deliverables upon request.

In Witness Whereof, the parties have executed this Engagement Letter.