Effective Date:
Client Name: _______________
Business: N/A
Email: _______________
1. Purpose
This Agreement governs all communications, consultations, discovery sessions, audits, project scoping, technical assessments, proposals, recommendations, documentation, estimates, meetings, and other pre-project services provided by DIRA Digital Era ("DIRA"). By submitting an intake form, booking a consultation, participating in meetings, or receiving any proposal or recommendation from DIRA, the Client agrees to be bound by this Agreement.
2. Confidential Information
Confidential Information includes: project requirements and discussions; technical recommendations; system architecture designs; development roadmaps; discovery findings; audits and assessments; pricing information; business strategies; internal processes and methodologies; meeting notes and recordings; proposals, quotations, and project plans; and any information that a reasonable person would understand to be confidential. Both parties agree to maintain confidentiality and not disclose such information to any third party without prior written consent.
3. Ownership of Discovery Work & Proposals
All discovery work, audits, technical assessments, solution designs, project plans, recommendations, proposals, quotations, specifications, architecture diagrams, documentation, workflows, and strategic recommendations created by DIRA remain the exclusive intellectual property of DIRA unless otherwise agreed in writing. The Client may review such materials solely for the purpose of evaluating a potential engagement. No ownership rights are transferred to the Client during the discovery or proposal stage.
4. Non-Circumvention
The Client agrees not to: (a) share DIRA's proposals, technical recommendations, audits, architecture plans, specifications, or implementation strategies with another developer, agency, contractor, consultant, or competing service provider for the purpose of obtaining implementation services; (b) use DIRA's discovery work, project plans, audits, or recommendations to solicit competing bids without DIRA's written consent; or (c) reproduce, copy, distribute, publish, modify, or commercially exploit DIRA's pre-contract deliverables. DIRA's discovery and scoping work constitutes professional consulting services and may be invoiced separately if misused or implemented without authorization.
5. Discovery Fee Policy
DIRA charges a Discovery & Scoping Fee of 5% of the indicated project budget. This fee covers project analysis, technical scoping, roadmap development, and proposal preparation. If you proceed with the project: the discovery fee is fully credited toward your total project invoice — you pay nothing extra. If you do not proceed: the discovery fee becomes payable within 14 days of DIRA issuing the invoice. DIRA reserves the right to waive the discovery fee at its sole discretion. By accepting this agreement, the Client acknowledges this policy and agrees to the liability in the event of non-proceeding.
6. Meeting & Communication Confidentiality
All consultations, meetings, calls, emails, messages, presentations, demonstrations, recordings, and discussions between DIRA and the Client are confidential. Neither party may record, publish, distribute, disclose, or publicly share such communications without the prior written consent of the other party unless required by law.
7. Non-Disparagement
The Client agrees not to knowingly publish or communicate false, misleading, defamatory, malicious, or damaging statements regarding DIRA, its employees, contractors, affiliates, products, or services. Nothing in this clause prevents either party from providing truthful reviews, legal testimony, regulatory disclosures, or honest factual statements.
8. Client Responsibilities
The Client represents and warrants that: information provided to DIRA is accurate and lawful; the Client has authority to provide any materials submitted; the Client owns or has permission to use any content supplied; the Client will cooperate in good faith throughout discovery and consultation processes.
9. Intellectual Property
All intellectual property rights relating to DIRA's methodologies, systems, frameworks, templates, documentation, software, processes, designs, and recommendations remain the sole property of DIRA. No license or ownership rights are granted except where expressly stated in a separate written agreement.
10. Indemnification
The Client agrees to indemnify, defend, and hold harmless DIRA and its personnel from any claims, losses, liabilities, damages, costs, or expenses arising from: Client-supplied materials; Client misuse of information or recommendations; breach of this Agreement; or violation of applicable laws or third-party rights.
11. Disclaimer
Any recommendations, estimates, assessments, projections, timelines, budgets, or technical advice provided by DIRA are offered in good faith based on available information. DIRA makes no guarantee regarding business outcomes, revenue, profitability, performance, user growth, or project success.
12. Limitation of Liability
To the maximum extent permitted by law, DIRA's total liability arising from this Agreement shall not exceed One Hundred United States Dollars (USD $100). DIRA shall not be liable for any indirect, consequential, incidental, punitive, or special damages.
13. Termination
Either party may terminate discussions or prospective engagements at any time. Sections relating to confidentiality, intellectual property, non-circumvention, indemnification, and non-disparagement shall survive termination.
14. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the Republic of Cameroon. Any disputes shall first be resolved through good-faith negotiations. If unresolved, disputes shall be submitted to the competent courts of Cameroon.
15. Electronic Acceptance
By checking the acceptance box, typing their name, electronically signing, or submitting this intake form, the Client acknowledges that they have read this Agreement, understand it, agree to be legally bound by it, and represent that they have authority to bind themselves and/or their organization. This electronic acceptance constitutes a legally binding signature under Cameroonian law.
CLIENT: Pending signature
Date & Time:
System Timestamp: Recorded at submission
Method: Electronic acceptance via DIRA Client Portal — client-intake-form.diracmr.com