TERMS AND CONDITIONS
Recitals
Advisor has developed relationships with Executive, Media, Music, Advertising, Sports, Gaming, Investment, Recruiting, Digital, and Startup Related Contacts (“Connections”). Client believes that its services would be of interest to Connections and Advisor desires to facilitate direct communications between Client and Connections through various means.
Client has an interest in direct communications with Connections regarding its services.
Agreement
In consideration of the promises and mutual benefits described herein and other good and valuable consideration, the parties agree as follows:
Services. Advisor will introduce Client’s products and/or services to Connections.
Strategy. Advisor agrees to use its best efforts to arrange executive-level meetings and develop strategic relationships with these Connections during the Term of the Agreement.
Authority. Advisor has no authority to bind the Client or Connections to any agreements whatsoever, including sales agreements. Advisor’s role is to help Client secure exposure to and discussions with Connections using Advisor’s relationships. The terms and conditions of any sales or other agreements between Client and Connections are solely within the control of Client and not Advisor.
Other Clients. Client understands that introductions of Client’s services and Client may be made in conjunction with the introductions of services and companies of Advisor’s other clients, which may or may not be competitive to Client’s Business.
Service Provider Partnerships and Referrals: Based on the strategies Advisor and Client agree upon and what Advisor and Client mutually determine are your particular needs, we will connect you to a carefully curated group of experts and service providers, people with whom we’ve established good relationships and who serve our clients on a “most favored” basis. Among other areas, our partners work in design, product development, client organization, and raising capital. In order to help you obtain the best work for the least cost, sometimes these service providers pay us a referral fee. Client waves conflict of interest with regards to payments of referral fees to Advisor.
Confidential Information. Client will provide Advisor with sufficient non-confidential information and materials to enable Advisor to present and promote Client. In the event there is a need to provide confidential information, Client will inform Advisor in writing that the information or material is confidential and will clearly mark the information as such (“Confidential Information”). Advisor agrees to hold such Confidential Information in strict confidence and not to disclose it to others or use it for Advisor’s own benefit.
Term. The Term of this Agreement shall be for (3) calendar months, commencing on the Effective Date of this Agreement (“Initial Term”), and may be terminated by either party for any reason upon thirty (30) days written notice. Thereafter, this agreement will automatically be renewed for consecutive one (1) month periods unless either party provides the other party with written notification, at least thirty (30) days prior to the expiration of the then-current term of this agreement, of its intention not to renew this agreement.
Effect of Termination. In the event that this Agreement is terminated, no additional services shall be provided by Advisor to Client. Any fees previously paid by Client to Advisor pursuant to this Agreement are non-refundable and any unpaid fees for services rendered will be due within 30 days of the last day of the agreement.
Compensation. Depending on Client’s need, Client shall compensate Advisor as follows:
a. Monthly Marketing Retainer Fee determined by membership level (“Marketing Retainer Fee”).
b. As outlined in any Attachments of this document.
c. Expenses incurred by Advisor in providing the Services including, but not limited to the cost of attending meetings, business development, and travel expenses related to facilitating meetings with target prospects (“Expenses”) shall be reimbursed within 15 days of submission to Client. Such Expenses must be pre-approved by Client in writing or by email.
d. Additional compensation of an in-kind nature and/or calculated based on the Client's achievement of specific goals, benchmarks and/or events, such as closings of a merger, acquisition or financing, reaching sales or revenue goals or expense reduction, arrangement of meetings with potentials contacts, all as we may agree in emails supplementing this Agreement and as further confirmed in writing on or after the execution of this Agreement.
Independent Contractor. Advisor is retained solely as an independent contractor and is not an employee, agent, director, or officer of the Client. The Client is interested only in the services performed under this Agreement. The manner and means of performing the services are under the sole control of Advisor.
Indemnification. Client will indemnify, defend, save and hold harmless Advisor from and against any costs, expenses, damages, liabilities, losses or deficiencies, including, without limitation, reasonable attorneys’ fees and other costs and expenses incident to any suit, action or proceeding suffered or incurred by Advisor arising out of or resulting from this Agreement, and will pay Advisor on demand the full amount of any such amounts which Advisor may pay or may become obligated to pay in respect thereof. Further, Client agrees to indemnify Advisor for any claims brought by Connections or third parties arising from the representations, performance or nonperformance of services or products relating to Client’s Business. IN NO EVENT SHALL ADVISOR BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS, OR LOST REVENUE, INCURRED OR SUFFERED BY CLIENT OR ANY THIRD PARTY, WHETHER IN AN ACTION IN CONTRACT OR TORT, EVEN IF THE PARTIES OR ANY OTHER PERSON HAVE BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. ADVISOR’S MAXIMUM LIABILITY TO CLIENT UNDER THIS AGREEMENT SHALL NOT EXCEED ONE MONTHLY RETAINER FEE.
Survival. The terms and provisions of Sections 6, 11 and 12 of this Agreement shall survive the termination or expiration of this Agreement.
Waivers. No waiver or modification of the terms hereof shall be valid unless in writing and signed by the party to be charged, and only to the extent therein set forth.
Any claim or controversy that arises out of or relates to this Agreement, or the breach of it, will be settled by binding arbitration in the State of Delaware. The parties may use any arbitration forum mutually agreeable, but shall follow the rules promulgated by the American Arbitration Association. The prevailing party shall be awarded reasonable attorney fees in addition to any other relief awarded. The arbitration award may be enforced in a court of competent jurisdiction.
Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware.
Entire Agreement. This Agreement sets forth the entire agreement between Advisor and Client relating to the subject matter contained in this Agreement and all prior agreements, contracts, promises, representations, and statements, if any, between the parties or their representatives, with respect to the matters covered hereby are merged into this Agreement. This Agreement may not be modified, except by written consent of Advisor. If any term or provision of this Agreement is deemed by a court to be invalid or unenforceable such term shall be modified to comply with applicable law and the remaining terms hereof shall remain in full force and effect.
BY PAYING FOR THIS SERVICE YOU AGREE TO THE FOLLOWING:
YOU ARE HIRING US AS STRATEGIC ADVISORS: We are not responsible for any work product, deliverables, or results for you or your business. You are fully responsible for doing the work. Our contacts and advisement may catapult your business in light years so that means you must be ready to execute and handle what we send your way.
RESULTS ARE NOT GUARANTEED: This work is hard. There is no magic formula or shortcut to results. You are fully responsible for any and all business, relationship, and personal outcomes. No results are guaranteed. Although we have agreed to provide you with relationships, recordings, and digital notes, our obligations to provide the right WHO and recordings are subject to the uncertainties of people’s schedules and priorities, and technology. Accordingly, we cannot guarantee that an introduction will result in a deal or that recordings will be provided, but will use our best efforts to do so.
PAYMENT POLICY AND FEES:
Retainer. Our monthly fee is paid by pre-authorized credit card. The charge is made monthly in advance for a minimum initial required period of 3 months and then monthly in advance thereafter. We require a 3-month initial commitment because we have found this period to be the minimum time period needed to obtain results. In addition, this commitment ensures that we are available for you and that you receive the kind of customized, focused attention that you deserve based on your member level.
Service Provider Partnerships and Referrals: Based on the strategies we agree upon and what we mutually determine are your particular needs, we will connect you to a carefully curated group of experts and service providers, people with whom we’ve established good relationships and who serve our clients on a “most favored” basis.
Among other areas, our partners work in design, product development, company organization, and raising capital. In order to avoid charging you extra for making these referrals and helping you obtain the best work for the least cost, these service providers often pay us a referral fee.
Commissions. Often companies ask us to leverage our network to facilitate strategic alliances and make connections to people and companies to whom they can sell their products and/or services. If this applies to your company, in order to incentivize us, you agree to pay us a commission or finder’s fee in an amount equal to 10% of the revenues you receive. This includes any sell-through business from the facilitation of strategic partnerships or other such reseller arrangements. Commissions based on revenues received will be paid within 30 days of receipt of payables and will be paid for three (3) years after the date of the first invoice to the Connection, and not thereafter. In order to be eligible for a commission, we must have directly contributed to securing the initial meeting or engagement. You owe no commission for introductions to potential customers unless the customer signs a service contract with you within eighteen (18) months of the date of the introduction.
Equity/Compensation Program. Equity/Compensation Program and Terms
Because our clients are typically at different stages on the growth spectrum, we offer a range of pricing and services to meet their needs. For certain early-stage companies, we offer discounted or deferred pricing that once an agreed-upon milestone is met, we then choose to take as cash or a piece of ownership in the client’s Company.
Depending on a variety of factors, we consider deferring and/or waiving some of our monthly retainer fees in exchange for an opportunity for an affiliate we designate to purchase equity in the client Company. We do not offer this program to every client and limit the number of clients in this program. In deciding whether or not to invite a Client to participate in the program, we consider, among other factors, how the Client was introduced to us, management backgrounds and experience, the Client’s “story and specifically their why”, current operations and revenues and, importantly, the current intellectual and financial capital that has been invested in the Client. We evaluate potential program participants based on our opinion of their prospects for achieving their goals and attracting investors and capital at an attractive future valuation. At a minimum, we require current Client owners to be working full-time for the business. Our biggest determination of fit is that we only work with conscious leaders and purpose-driven companies.
Client’s that have been offered an opportunity to participate in the Equity/Compensation Program shall provide Advisor with Equity and/or the Deferred Marketing Fee upon completion of set milestones. A portion of the capital raised from all parties, including principals of the company, will be set aside to pay Advisor for Marketing Services. The Marketing Fee payable to Advisor which will consist of either a deferred cash fee or as restricted stock or options will be provided to Advisor upon completion of the agreed-upon milestones.
Upon agreement of terms, Advisor has the option to choose compensation based on the following once the agreed-upon milestones are hit:
☐ One Time Deferred Marketing Fee based upon the amount of capital raised by the Client:
And/Or:
☐ Equity
Advisor shall be entitled to receive the equity compensation indicated on this signature page at an exercise or purchase price equal to the fair market value of the Client’s Common Stock, which will be documented in the applicable Stock Option Agreement or Restricted Stock Purchase Agreement to be entered into by Advisor and the Client. The Client will seek written approval or have a meeting of the Board of Directors to authorize the Advisor compensation and deliver the definitive stock purchase or option agreements regarding the stock compensation within 90 days from the date of this Agreement. If the CONFIDENTIAL Page 6 of 8 CV MARKETING AGREEMENT Client fails to provide the foregoing documentation within such 90-day period, then the Advisor shall have right to contact directors of the Client and to the extent the Advisor needs to take action to enforce this Agreement, then the Client agrees to pay all Advisor’s reasonable expenses in connection herewith.
The equity grant will have been deemed to be earned upon the date of this agreement and will be issued as of the date of this agreement, notwithstanding the Advisor’s right to such Marketing Fee that may occur after the day of this agreement. In the event that Advisor does not reach the agreed-upon milestones, the equity grant will be canceled.
When Advisor reaches the agreed-upon milestone, Client shall provide Advisor an equity grant according to the terms outlined below which will fully vest within 90 days from the date of this Agreement. 100% of unvested shares shall vest upon closing of sale of the Client.
RECRUITMENT / BOARD MEMBER PLACEMENT:
We may provide recruitment and direct hire services at your request. We may refer candidates for hire or board placement to you by providing resumes or candidate profiles.
In the event a candidate profile that has been submitted to you is acceptable and you are requesting further action or communications with a submitted candidate, all interactions, communication, correspondence, contact, or request for further action will be transferred to you and the candidate.
Both parties agree that the exchange of information with regards to referred candidates will not violate any relevant Equal Employment Opportunity and/or Americans with Disabilities Act. Both parties acknowledge that each is making decisions without regard for an individual’s race, color, religion, sex, age, national origin, ancestry, citizenship, veteran status, marital status, physical or mental disability, or any other protected statuses.
Fees: Placement fees are payable to us on a contingency basis in the event that you hire a candidate that we referred within one (1) year after that candidate was presented to you. The fee payable to us is 20% of the gross annual salary of the selected candidate. Board seats are $7500 per Board member placed.
Payment Terms: Fees payable to us are as follows: 100% of the recruiting fees are due (30) calendar days from the start date of the employee.
TIMING AND SESSION SCHEDULING POLICY:
We will hold the same recurring time for weekly sessions, as agreed, each week. Occasionally, one of us may need to reschedule. If you need to reschedule, we will do our best to find another time that week.
If we agree to alter the weekly schedule and the agreed-upon sessions occur sooner than over a month's time (what we call a "sprint"), any block of those sessions will be considered a "month" or a "cycle", and you will be billed and the recurrence will be reset to a month from that billing. If you miss a scheduled session that time will be treated as a session and included in the billed month. Billing dates will not be extended due to a missed session without prior agreement between us both that moves the scheduling.
There is not a direct correlation between time spent to quality of an introduction. Much of our networks have been built on years of relationships so a quick connection for us may be the result of a decades-old relationship. Attention to your project may include us facilitating a meeting, giving feedback on the sales process and messaging post calls, or diving deep into strategy.
There is not a direct correlation between session time and cost. Some sessions may go long, or be short if they need to be, and we may miss entire sessions if scheduling can't be worked out. We appreciate the need for flexibility, and we will try to reschedule if you need to move an appointment. If we need to cancel a session for any reason (travel, holiday, sickness, vacation), we will make up the time by rescheduling or doubling up, if necessary, and will do our best to give you as much notice as possible.
REFUND POLICY:
If after the first two-week trial you request a refund, we will refund your first payment in full and you will not be billed again. Mastermind participants will receive a full refund if they’re not satisfied after the first 30 days and provide a written request. You may keep any recordings, models, notes, or frameworks that we have created or have shared. Once past that session, you agree to finish whatever billing cycle you are currently in.
CANCELLATION POLICY:
After the initial three months, you may stop coaching or representation at any time and not be billed for the next month, but there are no refunds after the two-week trial and you are responsible for any current cycle once the billing has gone through.
IF YOU HAVE ANY QUESTIONS OR CONCERNS, PLEASE ASK AND GET TOTAL CLARITY BEFORE SIGNING UP FOR THIS SERVICE.