Advisory Engagement Terms

1. Definitions

"Agreement" means these Advisory Engagement Terms together with any applicable Statement of Work. "Client" or "you" means the individual or entity engaging the Consultant. "Consultant," "we," or "us" means StartupBros LLC, a Florida limited liability company, operating as Will Mitchell. "Statement of Work" or "SOW" means a written document executed by both parties that describes the specific scope, deliverables, timeline, and fees for an engagement. "Services" means the advisory, consulting, fractional, or project-based services described in the applicable SOW. "Deliverables" means the tangible work product specified in the applicable SOW. "Confidential Information" means non-public information disclosed by either party as described in Section 8.

2. Engagement Structure

All advisory engagements are governed by these Advisory Engagement Terms (which serve as the master agreement) together with one or more Statements of Work. Each SOW will specify the engagement tier, scope of services, deliverables, fees, payment schedule, timeline, and any tier-specific terms. In the event of a conflict between these terms and a SOW, the SOW controls for that specific engagement.

No engagement begins until both parties have executed a SOW. Informal discussions, proposals, or application submissions do not create a binding obligation on either party.

3. Scope of Services

3.1 Scope defined by SOW

The scope of each engagement is defined exclusively by the applicable SOW. The Consultant is not obligated to perform work outside the defined scope. Any work requested beyond the scope requires a written change order signed by both parties specifying the additional scope, fees, and timeline impact.

3.2 Time-based engagements

For engagements defined by a time allocation (e.g., hours per month), the SOW defines the categories of included activities and the maximum hours per period. Unused hours do not roll over to subsequent periods. Hours exceeding the monthly allocation require Client's prior written approval and are billed at the overage rate specified in the SOW.

3.3 Deliverable-based engagements

For engagements defined by specific deliverables, the SOW will include acceptance criteria, the number of revision rounds included, and the sign-off process. The Client designates a single authorized representative with sign-off authority. Deliverables are deemed accepted if the Client does not provide written objection within ten (10) business days of delivery.

3.4 What is not included

Unless explicitly stated in a SOW, Services do not include: production system administration, 24/7 on-call support, third-party vendor negotiations on Client's behalf, legal or tax advice, or guarantees of specific business outcomes.

4. Fees and Payment

4.1 Fee structure

Fees for each engagement are specified in the applicable SOW. Current engagement tiers and their standard fee structures are published on the advisory page and may be updated from time to time. The fees in an executed SOW are binding for the term of that SOW regardless of subsequent changes to published rates.

4.2 Payment schedule

• Fixed-scope engagements: Payment is due as specified in the SOW (e.g., 100% upfront, or a milestone-based schedule).
• Monthly retainers: Retainer fees are due in advance on the first business day of each engagement month (or the anniversary date specified in the SOW). Payment covers the upcoming month and is non-refundable once the month begins.
• Project-based engagements: Payment is made according to the milestone schedule defined in the SOW. A minimum of thirty percent (30%) of total project fees is due upon execution of the SOW.

4.3 Late payment

Invoices are due within seven (7) days for retainer payments and fifteen (15) days for milestone payments, unless the SOW specifies otherwise. Overdue amounts accrue interest at one and one-half percent (1.5%) per month (18% per annum). If any invoice remains unpaid for more than fifteen (15) days past due, the Consultant may suspend Services upon written notice. If any invoice remains unpaid for more than thirty (30) days past due, the Consultant may terminate the engagement for cause.

4.4 Expenses

The Client is responsible for pre-approved out-of-pocket expenses incurred in connection with the Services (e.g., travel, third-party software licenses required for the engagement). Expenses exceeding two hundred fifty dollars ($250) require the Client's prior written approval.

4.5 Taxes

All fees are exclusive of applicable taxes. The Client is responsible for all sales, use, or value-added taxes imposed on the Services, excluding taxes based on the Consultant's income.

5. Term and Termination

5.1 Term

Each engagement begins on the start date specified in the SOW and continues for the term defined therein. Engagements with a minimum commitment period (e.g., a three-month minimum for fractional retainers) are binding for that minimum term.

5.2 Termination for convenience

After any minimum commitment period has elapsed, either party may terminate an ongoing engagement with thirty (30) days' written notice. During the notice period, the Consultant will continue to perform Services and the Client will continue to pay fees as specified in the SOW.

5.3 Early termination of minimum commitment

If the Client terminates a retainer engagement before the minimum commitment period expires, the Client owes an early termination fee equal to fifty percent (50%) of the retainer fees remaining in the minimum term. This fee represents liquidated damages for lost opportunity costs and pipeline disruption, and both parties agree it is a reasonable estimate of the Consultant's actual damages.

5.4 Termination for cause

Either party may terminate immediately upon written notice if the other party:

• Commits a material breach that remains uncured for ten (10) business days after written notice specifying the breach
• Becomes insolvent or files for bankruptcy
• Assigns the Agreement without the other party's consent
• Materially breaches confidentiality obligations

5.5 Effect of termination

Upon termination for any reason: (a) the Client pays for all Services performed and expenses incurred through the effective date of termination; (b) the Consultant delivers all completed and in-progress Deliverables for which payment has been received; (c) each party returns or destroys the other party's Confidential Information within thirty (30) days; and (d) for fractional engagements, the Consultant provides reasonable knowledge transfer during the notice period.

5.6 Survival

Sections 6 (Intellectual Property), 7 (Warranties and Disclaimers), 8 (Confidentiality), 9 (Limitation of Liability), 10 (Indemnification), 11 (Non-Solicitation), 12.5 (No Fiduciary Duty), 12.6 (No Vicarious Liability), and 13 (Dispute Resolution) survive termination of any engagement.

6. Intellectual Property

6.1 Client work product

Subject to full payment of all fees due under the applicable SOW, the Consultant assigns to the Client all right, title, and interest in the Deliverables specified in that SOW, excluding Background IP. Until all fees are paid in full, the Consultant retains ownership of all Deliverables.

6.2 Background IP

The Consultant retains all right, title, and interest in pre-existing intellectual property, tools, frameworks, methodologies, reusable code libraries, and general know-how ("Background IP"). To the extent Background IP is incorporated into any Deliverable, the Consultant grants the Client a non-exclusive, perpetual, irrevocable, royalty-free license to use such Background IP solely as part of the Deliverable for the Client's internal business purposes.

6.3 General knowledge

Nothing in this Agreement restricts the Consultant's right to use general skills, knowledge, experience, ideas, concepts, and techniques acquired or developed during an engagement. The Consultant may apply learnings from the engagement to other clients and projects, provided such use does not disclose the Client's Confidential Information.

6.4 Client materials

The Client retains all ownership of materials, data, systems, and content provided to the Consultant for the purpose of performing Services ("Client Materials"). The Client grants the Consultant a limited, non-exclusive license to use Client Materials solely to perform the Services.

7. Warranties and Disclaimers

7.1 Consultant warranties

The Consultant warrants that:

• Services will be performed in a professional and workmanlike manner consistent with generally accepted industry standards
• The Consultant has the authority to enter into this Agreement and perform the Services
• Deliverables will not, to the Consultant's knowledge, infringe the intellectual property rights of any third party

7.2 Disclaimer

EXCEPT AS EXPRESSLY STATED IN SECTION 7.1, ALL SERVICES AND DELIVERABLES ARE PROVIDED "AS IS." THE CONSULTANT MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. THE CONSULTANT DOES NOT GUARANTEE SPECIFIC BUSINESS OUTCOMES, REVENUE INCREASES, OR RETURN ON INVESTMENT. ADVISORY SERVICES ARE BASED ON THE CONSULTANT'S PROFESSIONAL JUDGMENT AND THE INFORMATION PROVIDED BY THE CLIENT.

7.3 Standard of care

The Consultant's advisory services are based on the Consultant's general business experience, knowledge, and professional judgment. The Consultant is not a licensed professional in law, accounting, finance, medicine, engineering, or any other regulated profession. The Services do not constitute, and should not be relied upon as, professional advice in any regulated field. Professional malpractice standards applicable to licensed professionals (such as attorneys, CPAs, or financial advisors registered with the SEC) do not apply to the Consultant's Services under this Agreement.

The Consultant's sole obligation with respect to the quality of Services is the workmanship warranty in Section 7.1. The Client's exclusive remedy for any breach of the workmanship warranty is, at the Consultant's election, re-performance of the deficient Services or a refund of fees attributable to the deficient Services.

7.4 No guaranteed results

THE CONSULTANT DOES NOT AND CANNOT GUARANTEE ANY SPECIFIC BUSINESS OUTCOME, REVENUE INCREASE, PROFIT MARGIN, CUSTOMER ACQUISITION RATE, RETURN ON INVESTMENT, OR OTHER QUANTIFIABLE RESULT FROM THE SERVICES. ALL ADVICE, STRATEGIES, AND RECOMMENDATIONS ARE PROVIDED BASED ON THE CONSULTANT'S PROFESSIONAL EXPERIENCE AND JUDGMENT AND ARE SUBJECT TO INHERENT BUSINESS UNCERTAINTIES INCLUDING MARKET CONDITIONS, COMPETITIVE DYNAMICS, EXECUTION QUALITY, AND FACTORS BEYOND EITHER PARTY'S CONTROL.

The Client acknowledges that business advisory services involve uncertainty and risk, and that achieving any particular outcome depends on numerous factors beyond the Consultant's control, including the Client's own actions, decisions, resources, market conditions, regulatory changes, and competitive dynamics. Any projections, forecasts, estimates, or forward-looking statements provided by the Consultant are based on assumptions and available information at the time and are inherently uncertain. Such projections are not guarantees and should not be relied upon as such. For additional disclosures, see our Results & Earnings Disclaimer.

8. Confidentiality

8.1 Obligations

Each party agrees to hold the other party's Confidential Information in strict confidence and not to disclose it to any third party except as permitted herein. Each party will protect the other party's Confidential Information using the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care. Confidential Information may be disclosed to employees, contractors, and advisors on a need-to-know basis who are bound by confidentiality obligations at least as protective as those in this Agreement.

8.2 Exclusions

Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was in the receiving party's possession before disclosure, as documented by written records; (c) is independently developed by the receiving party without use of the disclosing party's Confidential Information; (d) is received from a third party without breach of any confidentiality obligation; or (e) is required to be disclosed by law, regulation, or court order, provided that the receiving party gives prompt written notice to the disclosing party and cooperates in seeking a protective order.

8.3 Duration

Confidentiality obligations survive termination of any engagement for three (3) years, except that obligations regarding trade secrets continue for as long as such information constitutes a trade secret under applicable law.

8.4 Injunctive relief

Both parties acknowledge that a breach of confidentiality may cause irreparable harm for which monetary damages would be inadequate. Either party may seek injunctive relief without the necessity of posting bond, in addition to any other remedies available at law or in equity.

9. Limitation of Liability

9.1 Liability cap

EXCEPT FOR THE CARVE-OUTS IN SECTION 9.3, NEITHER PARTY'S AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL EXCEED THE TOTAL FEES PAID OR PAYABLE BY THE CLIENT UNDER THE APPLICABLE SOW DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

9.2 Exclusion of consequential damages

NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOST DATA, LOST REVENUE, COST OF SUBSTITUTE SERVICES, OR BUSINESS INTERRUPTION, REGARDLESS OF THE CAUSE OF ACTION OR THE THEORY OF LIABILITY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

9.3 Carve-outs

The limitations in Sections 9.1 and 9.2 do not apply to: (a) breach of confidentiality obligations under Section 8; (b) infringement of intellectual property rights; (c) fraud, gross negligence, or willful misconduct; or (d) the Client's obligation to pay fees for Services rendered.

9.4 Essential basis

Each party acknowledges that the limitations and exclusions in this Section 9 reflect a fair allocation of risk and form an essential basis of the bargain between the parties. These limitations apply even if any limited remedy fails of its essential purpose.

10. Indemnification

10.1 By the Consultant

The Consultant will indemnify and hold harmless the Client from third-party claims arising from: (a) the Consultant's gross negligence or willful misconduct in performing the Services; or (b) the Consultant's infringement of a third party's intellectual property rights through the Deliverables, provided the infringement does not arise from Client Materials or the Client's modifications to the Deliverables.

10.2 By the Client

The Client will indemnify and hold harmless the Consultant from third-party claims arising from: (a) the Client's use of Deliverables in a manner not contemplated by the SOW; (b) Client Materials provided to the Consultant; or (c) the Client's breach of this Agreement.

10.3 Procedure

The indemnified party must give prompt written notice of any claim, allow the indemnifying party to control the defense, and provide reasonable cooperation. The indemnified party may participate in the defense at its own expense. The indemnifying party may not settle any claim that imposes obligations on the indemnified party without the indemnified party's written consent.

11. Non-Solicitation

During the term of any engagement and for twelve (12) months after its termination, neither party shall directly solicit for employment or engagement any employee, contractor, or subcontractor of the other party who was involved in performing or receiving Services under this Agreement, without the other party's prior written consent. This restriction does not apply to general solicitations not specifically directed at the other party's personnel (e.g., public job postings).

12. Independent Contractor

12.1 Relationship

The Consultant is an independent contractor and not an employee, partner, joint venturer, or agent of the Client. Nothing in this Agreement creates an employment relationship, and neither party has authority to bind the other or incur obligations on the other's behalf.

12.2 Methods and means

The Consultant determines the manner, method, and means of performing the Services. The Client may provide direction regarding desired results and project priorities but does not control or direct how the Consultant performs the work. The Consultant provides their own tools, equipment, and workspace.

12.3 Taxes and benefits

The Consultant is solely responsible for all income taxes, self-employment taxes, and other applicable taxes. The Client will issue Form 1099 as required by law. The Consultant is not entitled to any employee benefits, including health insurance, retirement plans, paid time off, or workers' compensation coverage.

12.4 Other clients

The Consultant retains the right to perform services for other clients during the term of this Agreement, provided such services do not create a direct conflict of interest or violate confidentiality obligations.

12.5 No fiduciary duty

The Consultant does not owe fiduciary duties to the Client. The relationship between the Consultant and the Client is a contractual, arms-length business relationship between an independent service provider and a client. The Consultant may provide advice, recommendations, and strategic guidance, but the Client retains sole decision-making authority over all business decisions.

Use of the titles "advisor," "co-founder," "fractional co-founder," or similar designations on the Consultant's website or marketing materials describes the Consultant's area of expertise and engagement model, not a fiduciary, agency, or legal capacity. These titles do not create or imply a fiduciary relationship, agency authority, or any duty beyond those expressly stated in this Agreement.

The Client acknowledges that:

• The Consultant provides information and recommendations, not directives, and the Client is responsible for independently evaluating and implementing any advice
• The Consultant may provide similar services to other clients, including those in the same industry as the Client
• The Consultant does not guarantee the accuracy, completeness, or suitability of any advice for the Client's particular circumstances
• The Client should obtain independent professional advice (legal, financial, tax, or otherwise) before making material business decisions based on the Consultant's recommendations
• No third party may rely on any representation or action by the Consultant as being authorized by, binding upon, or reflecting the position of the Client, and vice versa

12.6 No vicarious liability

The Consultant is not responsible or liable for:

• The actions, omissions, or decisions of the Client's employees, contractors, agents, or other advisors
• The Client's implementation (or failure to implement) any advice, strategy, or recommendation
• The conduct of any third party introduced or recommended by the Consultant, including but not limited to vendors, contractors, or service providers
• Any business outcome, revenue, or financial result achieved or not achieved by the Client
• Any harm arising from the Client's reliance on advice without seeking independent professional consultation where appropriate

The Client agrees that any introduction or recommendation of a third-party provider does not constitute an endorsement, warranty, or guarantee regarding that provider's services, and the Consultant assumes no liability for services provided by third parties.

13. Dispute Resolution

13.1 Governing law

This Agreement is governed by the laws of the State of Florida, United States, without regard to its conflict of law principles.

13.2 Negotiation

Before initiating formal proceedings, the parties agree to attempt good-faith negotiation for thirty (30) days following written notice of the dispute.

13.3 Arbitration

If negotiation is unsuccessful, any dispute arising under this Agreement shall be resolved by binding arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules, conducted in Pinellas County, Florida, before a single arbitrator. The arbitrator's decision is final and binding, and judgment on the award may be entered in any court of competent jurisdiction.

13.4 Delegation to arbitrator

THE ARBITRATOR, AND NOT ANY FEDERAL, STATE, OR LOCAL COURT OR AGENCY, SHALL HAVE EXCLUSIVE AUTHORITY TO RESOLVE ANY DISPUTE RELATING TO THE INTERPRETATION, APPLICABILITY, ENFORCEABILITY, OR FORMATION OF THIS ARBITRATION AGREEMENT, INCLUDING BUT NOT LIMITED TO ANY CLAIM THAT ALL OR ANY PART OF THIS ARBITRATION AGREEMENT IS VOID OR VOIDABLE. THE ARBITRATOR SHALL ALSO HAVE EXCLUSIVE AUTHORITY TO RESOLVE ALL THRESHOLD ARBITRABILITY ISSUES, INCLUDING ISSUES RELATING TO WHETHER THIS AGREEMENT IS UNCONSCIONABLE OR ILLUSORY, AND ANY DEFENSE TO ARBITRATION, INCLUDING WAIVER, DELAY, LACHES, OR ESTOPPEL.

13.5 Exceptions

Either party may bring an individual action in small claims court for disputes within that court's jurisdictional limits. Either party may seek temporary or preliminary injunctive relief in any court of competent jurisdiction for claims related to intellectual property, confidentiality, or trade secrets without first completing the negotiation or arbitration procedures.

13.6 Attorney's fees

The prevailing party in any dispute shall be entitled to recover its reasonable attorney's fees and costs from the non-prevailing party. The arbitrator is expressly authorized to award attorney's fees and costs.

13.7 Time limitation

To the maximum extent permitted by applicable law, and except for actions for nonpayment or breach of a party's intellectual property rights, any claim or cause of action arising out of or related to this Agreement must be filed within one (1) year after the date on which the party asserting the claim first became aware, or reasonably should have become aware, of the facts giving rise to the claim. Where applicable law prohibits a limitation period shorter than the statutory default, the statutory period shall apply.

13.8 Class action waiver

All disputes shall be resolved on an individual basis. Both parties waive any right to participate in class actions or class-wide arbitration.

13.9 Right to opt out of arbitration

You may opt out of the mandatory arbitration and class action waiver provisions in this Section 13 by sending written notice to [email protected] within thirty (30) days of the date you first accept this Agreement. Your notice must include: (a) your full legal name; (b) the email address associated with your account; and (c) a clear, unequivocal statement that you wish to opt out of arbitration and the class action waiver (e.g., "I opt out of the arbitration clause in the Advisory Engagement Terms"). If you validly opt out, neither party will be required to arbitrate disputes, and either party may bring claims in any court of competent jurisdiction as set forth in Section 13.1. Opting out of arbitration will not affect any other provision of this Agreement nor constitute a breach or default. If you do not opt out within the 30-day period, you shall be deemed to have consented to the arbitration and class action waiver provisions of this Section 13.

14. Force Majeure

Neither party is liable for delays or failures in performance resulting from causes beyond its reasonable control, including but not limited to: natural disasters, acts of government, pandemic, war, terrorism, power or telecommunications failures, or the cessation or material degradation of third-party technology platforms essential to the Services. The affected party must provide written notice within forty-eight (48) hours and use commercially reasonable efforts to mitigate the impact. If a force majeure event continues for more than thirty (30) days, either party may terminate the affected SOW without liability. During a force majeure event affecting a retainer engagement, monthly fees shall be prorated to reflect the period of actual service delivery.

15. General Provisions

Entire Agreement: This Agreement, together with any executed SOWs and the Privacy Policy, constitutes the entire agreement between the parties regarding advisory engagements and supersedes all prior negotiations and understandings. Amendments: Modifications to these terms must be in writing and acknowledged by both parties. SOWs may be modified only by written change orders signed by both parties. Severability: If any provision is found unenforceable, the remaining provisions remain in full force and effect. No Waiver: Failure to enforce any right or provision shall not constitute a waiver of that right or provision. Assignment: Neither party may assign this Agreement without the other party's written consent, except that either party may assign to an affiliate or successor in connection with a merger, acquisition, or sale of substantially all of its assets. Notices: All notices must be in writing and sent to the email address specified in the applicable SOW, or to [email protected] for notices to the Consultant. Counterparts: SOWs may be executed in counterparts, including electronic signatures, each of which constitutes an original.

16. Contact

Questions about these Advisory Engagement Terms? Contact us at [email protected].