All engagements begin with a signed Statement of Work defining scope, deliverables, timeline, and scoped and priced before work begins. Changes to scope require written agreement from both parties before additional work begins. No open-ended billing. No scope creep without consent.

Under the standard engagement structure, Design POISE retains ownership of all intellectual property created during the engagement. Design POISE grants the client a perpetual, worldwide, non-exclusive commercial license to use, reproduce, and distribute the deliverables in connection with the client's business. In exchange, the client pays Design POISE a royalty on revenue generated by or attributable to the deliverables, at the rate and measurement method specified in the SOW. The royalty obligation survives the engagement and continues for the term specified in the SOW. Design POISE retains the right to license the same underlying work to other parties unless exclusivity is separately negotiated and priced.

Clients who require full ownership of intellectual property may elect the premium IP transfer structure. Under this structure, upon receipt of final payment in full, Design POISE assigns all intellectual property rights in the deliverables to the client — including copyright, design rights, and all associated source files. No royalty obligation applies. The premium IP transfer fee is specified in the SOW and reflects the value of the transferred rights. Design POISE retains the right to display the work in its portfolio unless the client requests confidentiality, which may be agreed at additional fee. Full IP transfer is the appropriate structure for clients preparing for acquisition, entering licensing arrangements, or requiring clean IP ownership for investor compliance.

Design POISE signs a mutual non-disclosure agreement before reviewing any project materials. All client information — concepts, files, business plans, and communications — is treated as strictly confidential. Design POISE does not disclose client information to third parties. Confidentiality obligations survive the termination of the engagement without time limit.

Standard payment terms are 50% on engagement commencement and 50% on final delivery. Final files are released upon receipt of final payment. For premium IP transfer engagements, full IP assignment takes effect simultaneously with receipt of final payment. Royalty payments are due on the schedule specified in the SOW, typically monthly or quarterly, with supporting revenue documentation provided by the client.

For engagements under the royalty retainer structure, the client agrees to provide accurate revenue reporting on the schedule set out in the SOW. Design POISE reserves the right to request reasonable supporting documentation to verify reported revenue. In the event of material underpayment discovered through audit, the client is responsible for the shortfall plus reasonable audit costs. Royalty obligations are binding on the client's successors and assigns, including in the event of acquisition or asset transfer.

Every engagement includes a 30 to 60 day post-delivery support window as specified in the SOW. Questions, clarifications, and minor adjustments are covered within this window at no additional charge. Material changes or additional work beyond the agreed scope are subject to a new SOW.

Design POISE's liability for any claim arising from a professional services engagement is limited to the total fees paid by the client for that specific engagement. Design POISE is not liable for indirect, incidental, consequential, or punitive damages, including lost revenue or lost profits. This limitation applies regardless of the form of the claim.

SolidWorks PDM, Windchill, Teamcenter, Arena, and all other third-party PLM/PDM platforms are owned by their respective vendors. Design POISE makes no IP claim over platform software and cannot restrict or license the client's use of any platform covered by the client's own vendor agreement. This category is entirely outside the Design POISE IP model.

The following elements are designed by Design POISE and constitute Design POISE's protectable intellectual property: vault structure and hierarchy design; workflow logic and approval routing; metadata schema and attribute framework; naming convention system; revision control logic and lifecycle state definitions; user role and permission architecture; CAD-to-ERP integration mapping and field translation logic; change order process design; implementation methodology; and all associated documentation and diagrams. These elements are the product of Design POISE's design work, not the platform vendor's software. They are protectable as documented design works and proprietary methodology.

All product data, CAD files, bills of materials, specifications, drawings, change records, and business records residing within the system belong unconditionally to the client from the moment they are created. Design POISE makes no claim over client data under any circumstances. Client data ownership is absolute and is not subject to any royalty, license, or transfer provision in these terms or in any SOW.

Under the standard PLM/PDM engagement structure, Design POISE licenses the Category B architecture to the client for use in the specific implementation described in the SOW. The license is perpetual for the system as-delivered. The client pays an annual architecture license fee — typically $8,000 to $24,000 per year depending on system complexity and scope — in lieu of a revenue-based royalty. The license is named to the specific legal entity and covers the specific vault, facility, and user scope defined in the SOW. The client may use the system indefinitely for their own operations within the licensed scope. The client may not re-license, sublicense, or transfer the architecture to any third party. Significant architectural modifications — new workflow logic, new integration layers, new metadata schema — require a new engagement or change order.

The annual license covers the named licensee entity and the specific implementation scope in the SOW. Use of the architecture at additional facilities, subsidiaries, or separate legal entities requires a license extension or new engagement. In the event of acquisition, merger, or asset sale, the acquiring entity inherits the license for the existing licensed implementation only. Extension of the architecture to additional entities within the acquiring organization requires a separate agreement with Design POISE. This clause is binding on successors and assigns and is a material term of the license.

Clients who elect the premium IP transfer structure receive full ownership of all Category B deliverables — all architecture documentation, workflow diagrams, metadata schemas, naming convention frameworks, integration mapping documents, process designs, and implementation guides — upon receipt of final payment. The client owns these documents outright. They may replicate the architecture internally, use it at additional sites, hand it to another implementer, modify it without restriction, and include it in an M&A data room as a proprietary asset. No annual license fee applies after transfer. Design POISE retains the right to use its general methodology and design principles on other client engagements, but the specific documented architecture transfers entirely to the client. The premium transfer fee is specified in the SOW and reflects both the transfer of rights and the release of the annual license obligation.

All Category B documents delivered under the standard annual license carry a Design POISE copyright notice and license restriction footer: "Designed by Blaze Dynamics, Inc. (Design POISE). Licensed for use by [Client Name] only. Redistribution, sublicensing, or use by third parties without written consent of Design POISE is prohibited." Upon premium IP transfer, Design POISE removes license restriction footers and the client receives clean ownership documentation. All documents are delivered with full edit access so the client can maintain them going forward.

Under the annual license structure, Design POISE reserves the right to conduct a compliance audit once per calendar year with 30 days written notice. The audit verifies that the architecture is being used within the licensed scope, that the named licensee has not transferred the architecture to unlicensed entities, and that the annual license fee is accurate relative to actual scope. Audit is conducted by documentation review. If material non-compliance is discovered, the client is responsible for back-payments plus reasonable audit costs. Premium IP transfer clients have no ongoing audit obligation.

Design POISE cannot prevent client engineering teams from internalizing general PLM/PDM principles through working with a Design POISE-designed system. IP protection covers the specific documented architecture — the specific workflow logic as written, the specific metadata schema as defined, the specific configuration documentation as delivered — not general PDM concepts or industry best practices. Design POISE's methodology, which it applies across multiple client engagements, remains the property of Design POISE regardless of which IP structure the client elects.