Terms of Engagement
The binding principles that define our partnership model, responsibilities, and the expectations set for every cohort collaboration.
1. Partnership, Not Procurement
Esparcidor engages firms as consortium partners, not as vendors or clients. This distinction is critical: every deployment is a mutual commitment to structural growth, with shared accountability for outcomes. We do not accept projects where the partner is unwilling to provide the strategic access and operational transparency required for our methodology to function.
Engagement is structured in phases (Assess, Architect, Deploy, Scale), each with defined deliverables, timelines, and capital requirements. No phase begins without documented alignment from both parties, and either side may pause or terminate the engagement at the end of a phase with written notice.
2. Confidentiality & IP
A mutual Non‑Disclosure Agreement (NDA) is executed before any strategic information is exchanged. Proprietary systems, algorithms, and deployment frameworks created by Esparcidor remain our intellectual property unless otherwise agreed in writing. Partner‑specific configurations, data sets, and custom‑developed assets that are unique to the partner’s operations are licensed or transferred as negotiated per engagement.
We never reuse proprietary partner data across cohorts, nor do we build competing systems from insights gained during a partnership. This is enforced via internal data siloing and strict access controls.
3. Capital & Compensation
Partner capital is deployed in tranches aligned to each phase. The initial Phase I deployment is typically a fixed‑scope capital commitment, while subsequent phases may include performance‑based adjustments or equity/profit‑share components depending on the scale of the engagement.
All financial arrangements are documented in a Statement of Work (SOW) that is cryptographically signed by both parties. No hidden fees, no automatic renewals. Each phase concludes with a transparent reconciliation of deployed capital versus outcomes.
4. Exit & Transition
Should a partnership end, we follow a structured offboarding protocol. This includes a complete documentation handover, deactivation of access credentials, and, where applicable, migration assistance to alternative infrastructure. Our reputation depends on clean exits; we treat this phase with the same discipline as deployment.
Any retained data is subject to the timelines outlined in our Privacy Protocol. Post‑engagement non‑disparagement and limited non‑competition clauses apply only where explicitly bargained for and are always reasonable in scope and duration.
These terms are governed by the laws of the State of New York, without regard to conflict of law principles. Any disputes are first subject to confidential mediation before a mutually agreed neutral party.