Entry engagement

Assessment Agreement

Architecture & Delivery Assessment — $7,500 fixed. Two weeks.

Standard terms. This page is the full agreement for the assessment, so you can read it before we talk. The signed copy uses this same text, with the blanks filled in. It takes effect only when both parties sign.

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Summary

The short version, in plain English. If it differs from the terms below, the terms below control.

  • Price: $7,500. It does not change with the time I spend.
  • Payment: half when you sign. The other half within 15 days after the readout. Any sales tax the law requires is added to the invoice.
  • Start: the kickoff call is within 5 business days after you sign. A late first payment moves it by the same number of days.
  • Timing: two weeks (10 business days) from the kickoff call.
  • Scheduling: the two weeks are scheduled for you. I do not start another assessment during them.
  • Included: up to six interviews, a review of one codebase and its delivery pipeline, one written findings document with a prioritized plan, and one 60-minute readout.
  • What I need from you:
    • Access to the code and the delivery pipeline within 2 business days of kickoff.
    • Interviews scheduled in the first week. Changes need 24 hours’ notice.
    • Answers to my written questions within 2 business days.
    • The readout kept on its scheduled date.
  • If something on that list slips: I tell you in writing within one business day. The two weeks move by the same number of days. There is no charge for this.
  • Pausing: you can ask in writing to pause. The two weeks move by the length of the pause. The firm end date below does not move.
  • If I run late for my own reasons: the price does not change.
  • Extra work: anything beyond the listed scope needs a written change order with a fixed price, signed before the work starts. Nothing is added to your bill without your signature.
  • Firm end date: six weeks (30 business days) after signing. If an item on the list is still missing by then, or for five business days after my notice, I deliver the findings based on what I have. The document lists what was missing. The second half is then due within 15 days. I still hold the readout if you schedule it within 10 business days.
  • Moving the readout: if you move it, the 15 days for the second half still count from the original date.
  • If kickoff never happens: if we have not started by the firm end date, and the reason is not my availability, the agreement ends. The first half is the fee for the scheduled two weeks. The second half is not owed.
  • What you keep: the findings document is yours to keep, whether or not the engagement continues. You own it once the fee is paid.
  • What I keep: my own templates, checklists and tools. You may use them as they appear in the findings document.
  • Confidentiality: what you share is used only for the assessment. I delete it within 30 days after the work ends.
  • Regulated data: I do not access health, financial or other regulated personal data. Share test or masked data only.
  • References: I name you in public only with your written approval of the exact words.
  • Ending early: you can end the agreement in writing before the findings are delivered. I keep the first half, and the second half is not owed. If I end it, or cannot finish, I refund the first half.
  • Limit: neither side owes the other more than the fees paid, apart from unpaid fees.
  • Governing law: South Dakota.

Agreement Terms

Parties. This Assessment Agreement (the “Agreement”) is between Robert Guida, an individual doing business as a sole proprietor (“Consultant”), and [CLIENT LEGAL NAME], a [STATE AND TYPE OF ENTITY] (“Client”). It takes effect on the date the last party signs (the “Effective Date”). In this Agreement, “signing” means the Effective Date. Terms version: 1 (September 2026).

1. Fee

The fee for the Architecture & Delivery Assessment (the “Assessment”) is US $7,500 (the “Fee”). The Fee is fixed, regardless of time spent. It is not based on, and will not be adjusted for, the hours Consultant works. Client pays 50% of the Fee on signing (the “Deposit”). Client pays the other 50% (the “Balance”) within 15 days after the earliest of:

  • (a) the readout;
  • (b) the originally scheduled readout date, if Client moves it; or
  • (c) delivery under Section 7.

2. Scope

The Assessment covers only these items:

  • up to six interviews;
  • a review of one codebase and its delivery pipeline, including how Client’s team uses AI-written code;
  • one written findings document with a prioritized plan; and
  • one 60-minute readout.

The Assessment does not include:

  • writing or changing code;
  • fixing any finding;
  • changes to Client’s systems;
  • a second codebase;
  • more than six interviews or one readout;
  • security testing of live systems;
  • legal advice; or
  • any formal opinion on whether a system satisfies a law or standard.

All other work is a change under Section 6.

3. Window

“Business day” means Monday to Friday, excluding U.S. federal holidays. Kickoff will occur within 5 business days after signing. Consultant will complete the Assessment within 10 business days after Kickoff (the “Window”). The Window is extended only under Section 5. Consultant has scheduled the Window for Client and will not begin another assessment engagement during the original Window.

4. Client Delay

Client will:

  • (a) give Consultant access to the codebase, the delivery pipeline and the documents Consultant lists at Kickoff by the end of the second business day after Kickoff;
  • (b) schedule all interviews within the first 5 business days of the Window;
  • (c) answer Consultant’s written questions within 2 business days; and
  • (d) keep the scheduled readout date.

Each of the following is a “Client Delay”:

  • (i) access not given under (a);
  • (ii) interviews not scheduled under (b), or an interviewee who does not attend or who reschedules with less than 24 hours’ notice;
  • (iii) a written question still unanswered after 2 business days;
  • (iv) Client moves the readout; or
  • (v) Client asks in writing to pause.

5. Notice and Extension

  • Notice. Within 1 business day of a Client Delay, Consultant will give Client written notice (email is enough) naming the event and what is needed.
  • Missed or late-rescheduled interviews. Each one extends the Window by one business day.
  • Every other Client Delay. It extends the Window by the business days from the notice until Client cures it.
  • Nothing else extends the Window.
  • Consultant’s own delays. Delay caused by Consultant, including Consultant’s other commitments, never extends the Window and never creates a charge. In that case Consultant completes the Assessment at no additional fee.

6. Changes

Consultant will perform work outside Section 2 only under a written change order signed by both parties before the work begins. Each change order states the added work and its fixed price. A Client Delay alone creates no charge.

7. Long-Stop

The “Long-Stop Date” is 30 business days after signing. Consultant may deliver the findings document based on the information then available, stating what was not received, if either:

  • (a) a Client Delay, other than a moved readout or a requested pause, is still uncured 5 business days after notice; or
  • (b) the Window, as extended, would end after the Long-Stop Date.

That delivery completes the Assessment, and the Balance is then payable under Section 1. Consultant will hold the readout if Client schedules it within 10 business days after delivery. If Kickoff has not occurred by the Long-Stop Date for any reason other than Consultant’s unavailability, this Agreement ends, Consultant keeps the Deposit as the fee for the scheduled Window, and the Balance is not owed.

8. Invoices, Payment and Taxes

Consultant invoices the Deposit at signing and the Balance when it becomes payable under Section 1. Unless a change order says otherwise, Client pays each change order price within 15 days after the added work is delivered. Client pays by bank transfer or check, as the invoice states.

Consultant is not required to hold Kickoff before the Deposit is received. Each business day the Deposit is late moves the Kickoff deadline in Section 3 by one business day. If the Deposit is not received within 10 business days after signing, Consultant may end this Agreement by written notice, and neither party then owes the other anything.

An amount not paid when due accrues interest at 1% per month, or the highest rate the law allows if that is lower, until paid. The Fee does not include sales, use or similar taxes. If such a tax applies, Consultant adds it to the invoice and Client pays it. Each party pays its own income taxes.

9. Confidentiality

“Confidential Information” means non-public information one party shares with the other for this Agreement, including Client’s code, systems, documents and interview content. It does not include information that:

  • is or becomes public through no fault of the receiving party;
  • the receiving party already knew or developed on its own; or
  • the receiving party lawfully received from someone else without a duty of confidence.

The receiving party will:

  • (a) use Confidential Information only to perform or receive the Assessment;
  • (b) share it only with its own employees and advisers who need it for this Agreement and are bound by duties of confidence at least as strict as these; and
  • (c) protect it with at least reasonable care.

If the law or a court requires disclosure, the receiving party may disclose what is required, after giving the other party prompt notice where the law allows.

Within 30 days after the Assessment is complete or this Agreement ends, whichever comes first, Consultant deletes or returns Client’s Confidential Information. Copies in routine backups are the one exception: they are deleted in the normal backup cycle and stay confidential until then. Consultant may keep one copy of the final findings document and this Agreement as business records, subject to this Section.

These duties last 3 years after this Agreement ends, and for longer for any information that remains a trade secret under law.

10. Access and Tools

Client decides what access to give. Client should give read-only access where it can, and will not give Consultant production credentials or direct access to production databases. Consultant will use access only for the Assessment, will follow Client’s reasonable written security instructions given at Kickoff, and will not change Client’s code, data or systems. Client removes Consultant’s access when the Assessment is complete.

Consultant performs the Assessment personally and uses no subcontractors without Client’s written consent.

Consultant may use software tools, including AI tools, to work with Client’s Confidential Information. Consultant uses only tools whose business terms bar the provider from training its models on that information. Client may exclude any tool, or all AI tools, by written notice. The exclusion applies to work done after the notice.

11. Ownership and License

  • Consultant’s Materials. Consultant keeps all rights in the templates, checklists, questionnaires, methods, software, tools and know-how that Consultant owned before this Agreement or develops outside it. Consultant also keeps all rights in general improvements to them that contain no Client Confidential Information. Together these are “Consultant’s Materials.” This Agreement does not transfer any of Consultant’s own products or tools.
  • Findings document. Once Client has paid the Fee, Consultant assigns to Client ownership of the findings document, except any Consultant’s Materials in it.
  • License. Consultant grants Client a permanent, non-exclusive, royalty-free license to use, copy and adapt Consultant’s Materials as they appear in the findings document, for Client’s internal business purposes. This includes sharing it with Client’s employees, contractors and advisers.
  • Client’s materials. Client keeps all rights in its code, systems, data and documents.
  • General skills. Consultant may use the general knowledge, skills and experience gained in the Assessment, as long as Consultant does not use or disclose Client’s Confidential Information.

12. References

Consultant will not name Client, use Client’s logo, or describe Client’s work in public without Client’s prior written consent. Consent for each public use is given separately, and Client approves the exact words first.

If Client checks the reference box in the signature block, Consultant may name Client privately, one to one, as a reference to a prospective client. Client’s signatory, or another person Client names in writing, may then be asked to take one short call or email per request. Client may withdraw this consent at any time by written notice.

13. Independent Contractor

Consultant is an independent contractor, not an employee, partner or agent of Client.

  • Consultant controls how the work is done, within the schedule in this Agreement, and uses Consultant’s own equipment.
  • Consultant pays Consultant’s own taxes and receives no employee benefits from Client.
  • Neither party can bind the other.
  • Consultant provides a Form W-9 before the first invoice is paid.
  • Except as stated in Section 3, Consultant may work for others during this Agreement.

14. Warranty and Disclaimer

Consultant will perform the Assessment in a professional and workmanlike manner consistent with generally accepted industry practice.

Client may believe the Assessment falls short of that standard, or that the findings document does not cover the scope in Section 2. If so, Client gives written notice within 5 business days after the readout, naming the gap. Consultant then corrects the gap within 5 business days at no charge. If Consultant cannot correct it, Consultant refunds the Fee paid. Correction, or that refund, is Client’s only remedy for a breach of this warranty. A correction does not change the date the Balance is due. If no notice arrives within the 5 business days, the findings document is accepted.

The findings document is advice. Client decides whether and how to act on it. Consultant does not warrant that any software will be free of vulnerabilities or errors, or that any system or practice will satisfy any law, regulation or industry security standard. Client remains solely responsible for its own compliance program. Apart from the warranty above, Consultant makes no other warranties, express or implied, including warranties of merchantability, fitness for a particular purpose and non-infringement.

15. Regulated Data

“Regulated Data” means health, financial, payment card or government-identification information about individuals, or any other personal information that a law specially regulates.

  • Consultant will not access Regulated Data. The Assessment does not require it.
  • Client will not give Consultant Regulated Data. Client will use test or masked data in anything it shares.
  • If Consultant finds it has received Regulated Data, Consultant stops using it, tells Client, and deletes or returns it as Client directs.
  • Beyond those steps, Consultant is not responsible for Regulated Data given in breach of this Section.

16. Limitation of Liability

Neither party is liable to the other for lost profits, lost revenue, lost data, or indirect, incidental, special, consequential or punitive damages, even if told they were possible. Each party’s total liability under this Agreement is limited to the fees actually paid to Consultant under it. These limits do not apply to Client’s duty to pay the Fee and any change order price, or to a party’s fraud or willful misconduct. They apply to claims of every kind, whether in contract, tort or otherwise.

17. Ending the Agreement

  • Client ending early. Client may end this Agreement at any time before the findings document is delivered, by written notice. Consultant then keeps the Deposit as the fee for the reserved Window, and the Balance is not owed. The price of any change order work already delivered is still owed.
  • Breach. Either party may end this Agreement by written notice if the other party materially breaches it and does not cure the breach within 5 business days after written notice of it.
  • Refund. Consultant refunds the Deposit, and Client owes nothing further under this Agreement, if the Agreement ends because:
    • Consultant breached it and did not cure the breach; or
    • Consultant ends it, or cannot complete the Assessment, for any reason other than Client’s breach.
  • After delivery. If the findings document has been delivered, the Balance remains payable under Section 1.

18. Notices

Notices under this Agreement are in writing. Email to the address in the signature block is enough. A notice sent by 5 p.m. in the recipient’s time zone on a business day is received that day. Otherwise, it is received on the next business day. Either party may change its notice address by notice.

19. Governing Law and Disputes

South Dakota law governs this Agreement, without regard to its conflict-of-law rules.

Before starting a lawsuit, a party gives the other written notice of the dispute. The parties’ decision-makers then meet, by video if they wish, within 10 business days to try to resolve it. Either party may skip this step to seek urgent court relief to protect Confidential Information or intellectual property.

Each party consents to the jurisdiction of the state and federal courts located in South Dakota. A party may also bring a claim in any other court that has jurisdiction.

20. Entire Agreement

This Agreement, with any change orders signed under Section 6, is the entire agreement between the parties about the Assessment. It replaces all earlier proposals, website text, calls and emails about it.

The terms of any purchase order, vendor portal or invoice system do not apply, even if signed or accepted. If a change order conflicts with this Agreement, the change order controls only for its own added work. The Summary at the top of this document is a guide; where it differs from these terms, these terms control. This Agreement can be changed only in a writing signed by both parties.

21. General

  • Assignment. Neither party may assign this Agreement without the other’s written consent. Two exceptions: Consultant may assign it, on written notice, to a business entity Consultant controls; and either party may assign it to a successor to all or most of its business.
  • Severability. If a court finds any part unenforceable, that part is enforced to the extent the law allows, and the rest stays in effect.
  • No waiver. A failure to enforce a term is not a waiver of it.
  • Survival. Sections 8, 9 and 11 through 21 survive the end of this Agreement, along with any payment already owed.
  • Signatures. The parties may sign electronically and in separate copies. Together they form one agreement.

Signatures

Signed by the parties on the dates below.

Consultant

  • Robert Guida, sole proprietor
  • Signature: ______________________
  • Date: [DATE]
  • Email for notices: [CONSULTANT EMAIL]

Client

  • [CLIENT LEGAL NAME]
  • Signature: ______________________
  • Name: [SIGNATORY NAME]
  • Title: [SIGNATORY TITLE]
  • Date: [DATE]
  • Email for notices: [CLIENT EMAIL]

☐ Client agrees to be a reference under Section 12.

Terms version 1 · September 2026 · Robert Guida · robguida.com