Terms of Engagement

1. Nature of Services

Modern Data Decisions provides AI governance advisory, risk assessment, policy development, and related consulting services to law firms and legal professionals. Our services are advisory in nature. We are not a law firm and do not provide legal advice. Nothing in our deliverables, communications, or engagement constitutes the practice of law or creates an attorney-client relationship.

Where our work intersects with questions of professional responsibility or bar ethics, we recommend that clients seek independent legal counsel to confirm applicability to their specific jurisdiction and circumstances.

2. Engagement Scope

The specific scope of each engagement — including deliverables, timelines, fees, and personnel — is defined in a written engagement letter or statement of work executed by both parties. These Terms are incorporated by reference into each such engagement letter. In the event of a conflict between these Terms and the engagement letter, the engagement letter controls.

3. Confidentiality

We treat all client information as strictly confidential. We will not disclose client information to third parties without prior written consent, except as required by law or regulatory authority. Our personnel and advisors are bound by confidentiality obligations that survive the conclusion of any engagement.

Clients agree to treat our work product, methodologies, frameworks, and proprietary materials as confidential and to use them solely for internal purposes within the scope of the engagement.

4. Deliverables and Intellectual Property

Upon full payment of all applicable fees, clients receive a license to use deliverables produced specifically for their engagement for internal purposes. Modern Data Decisions retains ownership of all underlying methodologies, frameworks, templates, and intellectual property used or developed in connection with the engagement.

Clients may not resell, sublicense, or distribute our deliverables to third parties without prior written consent.

5. Fees and Payment

Fees are set forth in the applicable engagement letter. Unless otherwise specified:

• Invoices are due within thirty (30) days of issuance
• Retainer fees are due at the commencement of each engagement period
• Expenses reasonably incurred in connection with an engagement are billed at cost
• Late payments are subject to interest at 1.5% per month

We reserve the right to suspend services if invoices remain unpaid beyond sixty (60) days, upon written notice to the client.

6. Limitation of Liability

Our services reflect our professional judgment based on information available at the time of the engagement. We do not warrant that our deliverables will ensure regulatory compliance, prevent enforcement action, or eliminate all legal or professional risk.

To the fullest extent permitted by applicable law, our aggregate liability for any claim arising out of or related to an engagement shall not exceed the total fees paid by the client for the specific engagement giving rise to the claim in the twelve (12) months preceding the claim. We shall not be liable for indirect, incidental, consequential, or punitive damages.

7. Termination

Either party may terminate an engagement upon thirty (30) days' written notice. In the event of termination, the client is responsible for fees for all work performed through the termination date. We will deliver all completed work product upon receipt of payment for work performed.

We reserve the right to terminate an engagement immediately if continued performance would require us to act in violation of applicable law, professional standards, or our own ethical obligations.

8. Independent Contractor

Modern Data Decisions operates as an independent contractor. Nothing in these Terms creates an employment relationship, partnership, joint venture, or agency between Modern Data Decisions and any client.

9. Governing Law and Dispute Resolution

These Terms are governed by the laws of the State of New York, without regard to conflict of law principles. Any dispute arising out of or relating to these Terms or any engagement shall first be addressed through good-faith negotiation. If negotiation fails, disputes shall be resolved through binding arbitration in New York, New York, under the rules of the American Arbitration Association.

10. Amendments

We may update these Terms from time to time. Updated Terms will be posted to our website with a revised effective date. Engagements in progress at the time of any update will continue under the Terms in effect at the time of engagement execution, unless both parties agree in writing to the updated Terms.

11. Contact

For questions regarding these Terms, please contact:

Modern Data Decisions LLC
Washington, D.C. Metro Area
Serving Law Firms Nationally
contact@moderndatadecisions.com