PotomacHarbor Terms and Conditions

Effective Date: April 1, 2026
Version: 1.0

These Terms and Conditions (the “Terms”) apply to the advisory, consulting, research, content, tools, templates, workshops, subscriptions, and related services provided by PotomacHarbor LLC, a Delaware limited liability company (“PotomacHarbor,” “we,” “us,” or “our”), to the customer identified in an applicable letter of agreement, order form, statement of work, or similar ordering document (“Company,” “you,” or “your”).

These Terms, together with the applicable ordering document, form the agreement between Company and PotomacHarbor (the “Agreement”). If there is a conflict between these Terms and an ordering document, the ordering document controls.

1. Orders, Services, and Fees

1.1 Orders

Each order, letter of agreement, statement of work, change order, or similar document signed or accepted by the parties is an “Order.” Each Order will describe the products, programs, subscriptions, deliverables, consulting services, workshops, or other services being purchased (collectively, the “Services”), the applicable fees, payment terms, term, and any special terms.

1.2 Fees and Payment

Company will pay the fees stated in the applicable Order. Unless the Order states otherwise:

  • fees are quoted and payable in U.S. dollars;

  • invoices are due within thirty (30) days after receipt;

  • fees are based on the Services purchased and not actual usage;

  • fees are non-cancellable and non-refundable except as expressly stated in the Agreement; and

  • overdue amounts may accrue interest at 1.5% per month, or the maximum amount permitted by law, whichever is lower.

Company may withhold payment only for amounts disputed in good faith and will pay all undisputed amounts when due. The parties will work in good faith to resolve any payment dispute promptly.

1.3 Taxes

Fees exclude taxes, duties, levies, and similar governmental charges. Company is responsible for all sales, use, VAT, GST, withholding, and similar taxes arising from the purchase of Services, other than taxes based on PotomacHarbor’s net income.

2. Delivery and Cooperation

PotomacHarbor will use commercially reasonable efforts to provide the Services described in the applicable Order.

Company agrees to reasonably cooperate with PotomacHarbor as needed for delivery of the Services, including timely participation in meetings, review of materials, and provision of requested information.

Unless expressly stated in an applicable Order for custom consulting or project-based Services, PotomacHarbor does not charge additional fees based solely on delays in Company participation or response times.

Any custom project work, workshops, or consulting services involving agreed milestones, deliverables, or timelines may be subject to additional project assumptions, scheduling terms, or change-order procedures set forth in the applicable Order.

3. Ownership and Intellectual Property

3.1 Company Materials

Company retains all rights, title, and interest in data, information, documents, materials, and other content provided by or on behalf of Company to PotomacHarbor (“Company Materials”). Company grants PotomacHarbor a limited right to use Company Materials solely as needed to provide the Services, administer the Agreement, and exercise rights expressly granted under these Terms.

3.2 PotomacHarbor Property

PotomacHarbor retains all rights, title, and interest in its pre-existing and independently developed intellectual property, including its research, methodologies, frameworks, templates, tools, know-how, processes, software, models, databases, training materials, benchmarks, report formats, content, and any improvements, modifications, or derivative works of the foregoing (“PotomacHarbor Property”).

Except for the limited rights expressly granted in the Agreement, Company does not acquire any ownership interest in PotomacHarbor Property.

3.3 Standard Materials and Templates

PotomacHarbor may provide Company with reports, tools, templates, frameworks, training materials, research, presentations, or other materials that are generally made available to PotomacHarbor clients or are not created exclusively for Company (“Standard Materials”).

During the applicable term, PotomacHarbor grants Company a non-exclusive, non-transferable, worldwide license to use the Standard Materials solely for Company’s internal business purposes.

If Standard Materials include templates or tools intended to be downloaded and adapted by Company, Company may continue using its completed internal versions of those templates after the applicable term, solely for Company’s internal business purposes.

Company may not sell, sublicense, publish, distribute, or otherwise make Standard Materials available to third parties without PotomacHarbor’s prior written consent.

3.4 Custom Deliverables

PotomacHarbor may create deliverables specifically for Company under an Order (“Custom Deliverables”). Subject to Company’s full payment of all applicable fees, Company owns the Custom Deliverables specifically created for Company, excluding any PotomacHarbor Property incorporated into or used to create them.

PotomacHarbor grants Company a perpetual, worldwide, non-exclusive, royalty-free license to use any PotomacHarbor Property embedded in the Custom Deliverables solely as part of the Custom Deliverables and solely for Company’s internal business purposes.

Company may share Custom Deliverables with its affiliates, employees, contractors, professional advisors, and service providers who need access for Company’s internal business purposes, provided they are bound by confidentiality obligations and Company remains responsible for their compliance with the Agreement.

Unless an Order expressly permits broader use, Company may not resell, commercialize, publish, or externally distribute Custom Deliverables.

3.5 Residual Knowledge

Nothing in the Agreement limits PotomacHarbor’s ability to use general ideas, concepts, know-how, skills, experience, and techniques retained in the unaided memory of its personnel, provided PotomacHarbor does not disclose Company’s Confidential Information or use Company Materials in violation of the Agreement.

3.6 Feedback

If Company provides suggestions, recommendations, ideas, enhancement requests, or other feedback regarding PotomacHarbor’s products, services, materials, or business, Company grants PotomacHarbor a perpetual, irrevocable, worldwide, royalty-free license to use and incorporate that feedback without restriction or obligation.

4. Use Restrictions

Company will use the Services, Standard Materials, and Custom Deliverables only as permitted by the Agreement. Company will not, and will not permit others to:

  • copy, modify, distribute, publish, resell, sublicense, or commercialize PotomacHarbor Property except as expressly permitted;

  • use PotomacHarbor Property to develop competing products, services, content, tools, or offerings;

  • remove proprietary notices from PotomacHarbor materials;

  • reverse engineer or attempt to derive source code from any PotomacHarbor software or tools;

  • share passwords or access credentials;

  • use the Services or materials in violation of law; or

  • use the Services or materials in a defamatory, infringing, deceptive, harmful, or unlawful manner.

Company is responsible for all use of the Services and materials by its employees, affiliates, contractors, advisors, and other permitted users.

5. Research, Benchmarking, and Aggregated Data

PotomacHarbor may use information derived from Company’s use of the Services, including survey responses, assessment data, research inputs, and other Company-provided information, to develop research, insights, benchmarks, analytics, and improvements to PotomacHarbor’s products and services, provided that PotomacHarbor will not publicly disclose Company-identifiable or individually identifiable information without Company’s consent.

Any benchmarks, analytics, research, or aggregated outputs will be presented in an aggregated or anonymized manner that does not reasonably identify Company or any individual.

If Company voluntarily provides information for inclusion in a case study, white paper, research publication, or other attributed material, PotomacHarbor may use that information only as agreed by the parties in writing.

6. Confidentiality

6.1 Confidential Information

“Confidential Information” means non-public information disclosed by one party to the other that is identified as confidential or that reasonably should be understood to be confidential based on the nature of the information or circumstances of disclosure. Confidential Information includes business, financial, employee, customer, product, technical, strategic, pricing, and operational information. PotomacHarbor Property is PotomacHarbor’s Confidential Information.

6.2 Obligations

Each party will:

  • use the other party’s Confidential Information only to perform or receive the Services or exercise rights under the Agreement;

  • protect the other party’s Confidential Information using at least reasonable care; and

  • disclose Confidential Information only to personnel, affiliates, contractors, advisors, or service providers who need to know it and are bound by confidentiality obligations.

6.3 Exclusions

Confidential Information does not include information that the receiving party can show:

  • is or becomes public through no breach of the Agreement;

  • was already known without confidentiality restriction;

  • is received from a third party without known breach of confidentiality obligations; or

  • is independently developed without use of the disclosing party’s Confidential Information.

6.4 Required Disclosure

A party may disclose Confidential Information to the extent required by law, court order, subpoena, regulatory requirement, or professional obligation, provided it gives the other party prompt notice where legally permitted and reasonably cooperates with efforts to limit the disclosure.

6.5 Survival

Confidentiality obligations survive for three (3) years after termination or expiration of the applicable Order, except that trade secrets remain protected for so long as they qualify as trade secrets under applicable law.

7. Information Security

PotomacHarbor will maintain commercially reasonable administrative, technical, and organizational safeguards designed to protect Company Materials in PotomacHarbor’s possession or control.

Company acknowledges that no system or transmission method is completely secure, and PotomacHarbor does not guarantee that unauthorized access, use, or disclosure will never occur.

Company should not provide Social Security numbers, bank account information, payment card data, medical information, biometric data, government identification numbers, or other highly sensitive regulated information unless expressly requested and agreed by PotomacHarbor in writing.

8. Artificial Intelligence and Automated Tools

PotomacHarbor may use artificial intelligence, machine learning, automation, or similar tools to assist in providing the Services, provided that PotomacHarbor remains responsible for the Services and deliverables provided to Company under the Agreement.

PotomacHarbor will not knowingly use Company Confidential Information to train public, third-party generative AI models without Company’s consent. If an Order requires restrictions on the use of AI tools or requires use of specific AI-related controls, those restrictions must be stated in the Order.

Company remains responsible for reviewing and approving any recommendations, analyses, or deliverables before implementation.

9. No Legal Advice; Employment Decisions

PotomacHarbor provides advisory and consulting services. PotomacHarbor does not provide legal, tax, accounting, or investment advice unless expressly stated in an Order and provided by appropriately licensed professionals.

Company remains solely responsible for:

  • compliance with employment, labor, privacy, benefits, tax, and other applicable laws;

  • obtaining advice from qualified legal counsel or other professional advisors as needed;

  • all hiring, compensation, promotion, discipline, termination, workforce planning, and other employment-related decisions; and

  • implementation of any recommendations, tools, policies, or deliverables.

PotomacHarbor does not guarantee any particular business, financial, legal, compliance, talent, hiring, retention, or employment outcome.

10. Warranties and Disclaimers

10.1 PotomacHarbor Warranty

PotomacHarbor warrants that it will perform the Services in a professional and workmanlike manner. Company’s exclusive remedy for breach of this warranty is for PotomacHarbor, at its option, to re-perform the affected Services or provide a reasonable credit or refund for the affected portion of the Services.

10.2 Company Warranty

Company represents and warrants that:

  • it has the right to provide Company Materials to PotomacHarbor;

  • Company Materials do not infringe or misappropriate third-party intellectual property rights;

  • Company’s use of the Services and deliverables will comply with applicable law; and

  • Company will not use the Services or materials in violation of the Agreement.

10.3 Disclaimer

Except as expressly stated in the Agreement, PotomacHarbor provides the Services, Standard Materials, and Custom Deliverables “as is” and disclaims all warranties, whether express, implied, statutory, or otherwise, including warranties of merchantability, fitness for a particular purpose, non-infringement, accuracy, and uninterrupted or error-free operation.

11. Indemnification

11.1 PotomacHarbor IP Indemnity

PotomacHarbor will defend Company against any third-party claim alleging that PotomacHarbor Property, as provided by PotomacHarbor and used by Company as permitted under the Agreement, infringes that third party’s intellectual property rights, and will pay damages finally awarded or amounts agreed in settlement.

PotomacHarbor has no obligation for claims arising from:

  • Company Materials;

  • modifications not made by PotomacHarbor;

  • use in combination with materials, products, data, or services not provided by PotomacHarbor;

  • use outside the scope of the Agreement; or

  • Company’s continued use after PotomacHarbor provides a non-infringing replacement or workaround.

If PotomacHarbor Property becomes, or in PotomacHarbor’s opinion is likely to become, the subject of an infringement claim, PotomacHarbor may procure the right to continue using it, replace or modify it, or terminate the affected Services and provide a pro rata refund for prepaid unused fees.

11.2 Company Indemnity

Company will defend PotomacHarbor against any third-party claim arising from Company Materials, Company’s breach of law, or Company’s use of the Services or deliverables in violation of the Agreement, and will pay damages finally awarded or amounts agreed in settlement.

11.3 Procedure

The indemnified party must provide prompt written notice of the claim, reasonable cooperation, and control of the defense and settlement to the indemnifying party. The indemnifying party may not settle any claim in a manner that admits fault or imposes non-monetary obligations on the indemnified party without the indemnified party’s prior written consent, not to be unreasonably withheld.

12. Limitation of Liability

To the maximum extent permitted by law, neither party will be liable for indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, lost revenue, lost business, loss of goodwill, or loss of anticipated savings, even if advised of the possibility of such damages.

PotomacHarbor’s total aggregate liability arising out of or relating to an Order will not exceed the fees paid or payable by Company to PotomacHarbor under that Order during the twelve (12) months preceding the event giving rise to the claim.

The foregoing limitations do not apply to:

  • Company’s payment obligations;

  • Company’s infringement or misappropriation of PotomacHarbor Property;

  • either party’s fraud, willful misconduct, or gross negligence;

  • either party’s indemnification obligations; or

  • any liability that cannot be limited by law.

13. Term and Termination

13.1 Term

Each Order will remain in effect for the term stated in that Order. If no term is stated, the Order remains in effect until the Services are completed or the Order is otherwise terminated in accordance with the Agreement.

13.2 Termination for Cause

Either party may terminate an Order if the other party materially breaches the Agreement and fails to cure the breach within thirty (30) days after receiving written notice. PotomacHarbor may suspend Services or terminate an Order for Company’s failure to pay undisputed overdue amounts after reasonable notice.

13.3 Effect of Termination

Upon expiration or termination of an Order:

  • Company will stop using Services and Standard Materials except as expressly permitted;

  • each party will return or destroy the other party’s Confidential Information upon reasonable request, subject to ordinary course archival, legal, and compliance retention; and

  • Company will pay all fees accrued or payable through the effective date of termination.

13.4 Survival

Provisions that by their nature should survive termination or expiration will survive, including provisions relating to fees, ownership, licenses intended to survive, confidentiality, data retention, disclaimers, indemnification, limitations of liability, and dispute resolution.

14. Publicity and Marketing

Neither party may use the other party’s name, logo, trademarks, or public-facing attribution without prior written consent, except that PotomacHarbor may identify Company by name only as a customer in non-public customer lists, internal business materials, and ordinary course sales discussions.

PotomacHarbor may not publish a case study, testimonial, press release, public announcement, or attributed Company quote without Company’s prior written approval.

15. Compliance with Laws and Trade Controls

Each party will comply with applicable laws, including anti-corruption, anti-bribery, sanctions, export control, and trade compliance laws.

Company will not use, export, re-export, transfer, or provide access to the Services, Standard Materials, Custom Deliverables, or PotomacHarbor Property in violation of applicable sanctions or export control laws, or for the benefit of any restricted party or embargoed jurisdiction.

16. Independent Contractor

The parties are independent contractors. Nothing in the Agreement creates a partnership, joint venture, fiduciary, employment, franchise, agency, or representative relationship between the parties. Neither party has authority to bind the other unless expressly authorized in writing.

17. Assignment

Neither party may assign the Agreement without the other party’s prior written consent, except that PotomacHarbor may assign the Agreement to an affiliate or in connection with a merger, acquisition, corporate reorganization, financing, sale of equity, or sale of substantially all assets or business to which the Agreement relates.

Any attempted assignment in violation of this section is void.

18. Notices

Notices under the Agreement must be in writing and delivered to the address stated in the applicable Order, or to any updated notice address provided by a party in writing. Notices may be delivered by personal delivery, reputable overnight courier, certified or registered mail, or email if expressly permitted in the applicable Order.

19. Force Majeure

Neither party will be liable for delay or failure to perform due to events beyond its reasonable control, including natural disasters, acts of war or terrorism, labor disputes, internet or utility failures, cyberattacks, governmental actions, pandemics, or third-party service provider failures. The affected party will use reasonable efforts to mitigate the impact of the event.

20. Governing Law and Disputes

The Agreement is governed by the laws of the State of Delaware, without regard to conflict of law principles. The parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Delaware for disputes arising out of or relating to the Agreement.

21. Equitable Relief

Each party acknowledges that breach of confidentiality, intellectual property, or use restriction obligations may cause irreparable harm for which monetary damages may be inadequate. The non-breaching party may seek injunctive or equitable relief without posting bond, in addition to any other available remedies.

22. Changes to These Terms

PotomacHarbor may update these Terms from time to time. Unless otherwise agreed in writing, updates will apply only to Orders entered into or renewed after the updated Terms are posted. The version of these Terms in effect as of the effective date of an Order governs that Order.

23. General

If any provision of the Agreement is held invalid or unenforceable, the remaining provisions will remain in effect. A party’s failure to enforce a provision is not a waiver of future enforcement. The Agreement is the entire agreement between the parties regarding its subject matter and supersedes all prior or contemporaneous agreements, proposals, purchase order terms, and representations regarding that subject matter.

The Agreement may be executed electronically and in counterparts, each of which is deemed an original and together constitute one instrument.