Last updated: May 22, 2025

1. Acceptance of Terms By engaging Williams Consulting Firm, LLC ("Consultant") for consulting services, you ("Client") agree to be bound by these Terms and Conditions ("Agreement"). This Agreement governs all services, deliverables, and communications between Consultant and Client.

2. Scope of Services Consultant will provide the safety consulting services described in one or more written proposals or statements of work (each, an "SOW"). Each SOW shall specify the scope, deliverables, timeline, fees, and any additional terms specific to that engagement. In the event of any conflict between an SOW and this Agreement, the SOW shall govern.

3. Fees and Payment

3.1 Fees: Client agrees to pay Consultant the fees set forth in the applicable SOW. Unless otherwise specified, all fees are quoted in U.S. dollars.

3.2 Invoicing: Consultant will invoice Client as set forth in the SOW. Unless otherwise stated, payment is due within thirty (30) days of invoice date.

3.3 Late Payments: Late payments incur interest at the rate of 1.5% per month (18% per annum), or the maximum permitted by law, whichever is lower. Client is also responsible for any collection costs.

4. Client Responsibilities Client shall provide timely access to personnel, data, facilities, and other resources reasonably required by Consultant to perform the services. Delays caused by Client may affect project timelines and fees.

5. Confidentiality

5.1 Definition: "Confidential Information" means any non-public information disclosed by one party to the other, whether orally or in writing.

5.2 Obligations: Each party agrees to keep Confidential Information confidential, use it solely for the purposes of performing under this Agreement, and not disclose it to third parties except as required by law.

5.3 Exceptions: Confidential Information does not include information that: (a) is or becomes publicly available through no breach; (b) was lawfully in the recipient’s possession prior to disclosure; (c) is independently developed without use of Confidential Information; or (d) is disclosed with prior written consent.

6. Intellectual Property

6.1 Preexisting IP: Each party retains all rights in its preexisting intellectual property.

6.2 Deliverables: Consultant grants Client a non-exclusive, royalty-free license to use deliverables solely for Client’s internal business purposes. Consultant may use methodologies, processes, templates, and know-how in other engagements.

7. Warranties and Disclaimers

7.1 Consultant Warranty: Consultant warrants that services will be performed in a professional manner consistent with industry standards.

7.2 Disclaimer: EXCEPT AS SET FORTH ABOVE, CONSULTANT DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

8. Limitation of Liability To the maximum extent permitted by law, neither party shall be liable for any indirect, incidental, special, or consequential damages, even if advised of the possibility. Consultant’s aggregate liability under this Agreement shall not exceed the total fees paid by Client under the applicable SOW in the twelve (12) months preceding the claim.

9. Term and Termination

9.1 Term: This Agreement commences on the Effective Date and continues until all SOWs are completed or terminated.

9.2 Termination for Convenience: Either party may terminate an SOW for convenience upon thirty (30) days’ written notice.

9.3 Termination for Cause: Either party may terminate immediately if the other party materially breaches this Agreement and fails to cure within ten (10) days of notice.

9.4 Effect of Termination: Upon termination, Client shall pay Consultant for all services rendered and expenses incurred up to the termination date. Sections 5, 6, 7 (disclaimers), 8, 9.4, and 10–12 shall survive termination.

10. Governing Law & Dispute Resolution
This Agreement shall be governed by the laws of the State of Georgia, without regard to conflict of laws. Any dispute arising under this Agreement shall be settled by binding arbitration in Atlanta, Georgia under the rules of the American Arbitration Association.

11. Amendments Any amendments to this Agreement or an SOW must be in writing and signed by both parties.

12. Miscellaneous

12.1 Independent Contractor: Consultant is an independent contractor and not an employee, partner, or joint venturer of Client.

12.2 Assignment: Neither party may assign this Agreement without the other’s prior written consent, except to a successor in interest of the entire business.

12.3 Notices: Notices must be in writing and delivered to the address in the SOW or such other address as a party designates in writing.

12.4 Entire Agreement: This Agreement, together with any SOWs, constitutes the entire agreement between the parties regarding its subject matter, superseding all prior agreements or understandings.