Terms of engagement between you (Client) and Courage Growth Partners (Consultant)
Courage-building relationship. As much as formal terms of engagement are important, what truly binds you (Client) and Courage Growth Partners (Consultant) is a mutual commitment to…
- AIM high so you (Client) achieve your growth objectives;
- ALIGN interests for a win/win/win trusted-advisor collaboration;
- AROUSE enthusiasm, can-do confidence, positive energy and urgency in you and the teams you mobilize;
- ADHERE to best practices for good co-ordination and ethical conduct; and,
- ASK with openness, transparency, learning agility and candor.
These are the 5 Courage-Building A’s that Courage (Consultant) strives to bring to all Client engagements and equips you (Client) to PowerUP in your business relationships, so that you accelerate your professional and your business growth.
Client’s AIMs – the focus for working together and strengthening Courage-Building leadership. The first phase of our Courage-Building work is defining “what better looks + feels like.” This may be based on your declarations and your Sponsor’s declarations. Or it may be based on feedback from assessments and market data. These goals will be mutually agreed and confirmed by Consultant in writing, in a formal Engagement Letter or email exchange with Client after the needs discovery phase of the SOW, updated as new assessment data are available. These AIMS will be the North Star focusing Consultant’s and Client’s work together.
Advance preparation + spirit of respect for diversity and business ethics. Client and Consultant commit to come to coaching/workshop sessions prepared; keep appointments; and stay engaged with blogs, idea sharing and other online dialogues that are part of the coaching engagement. Client and Consultant commit to show respect for diversity, equity and inclusion; contribute to an environment of mutual respect and appreciation; use cultural, personality and professional diversity to foster better creativity and value-optimization than would be possible without diverse perspectives; and to act in a way that shows good business ethics, respect for the spirit and letter of laws and contractual obligations; and refrain from harassment, intimidation, discrimination or negotiating practices that are associated with “bad actors.”
Assurance of confidentiality – mutual NDA. Consultant and Client will not reveal each other’s trade secrets and proprietary information, including private conversations, except for information that has been disclosed and is available by other means, information that disclosing party authorizes the other party to share or information that is required to be disclosed via subpoena, another legally compulsory process or that poses an imminent threat defined under Tarisoff protocols. Consultant may list Client in a list of clients on Consultant’s websites and social media and Client may list Consultant as an advisor. If a separate NDA has been executed, that NDA will preside.
Fees. Client will pay to Consultant fees set forth in Consultant Engagement Letter or email quote (normally, $400 USD/hour for Live/Remote Coaching and Assessment Interviews; $300 USD/hour for E-mail or blog Coaching, copywriting or report-writing and $600 USD/hour for group facilitations or mediations). Client and Consultant may cap fees for Scope of Work (SOW). If SOW changes, add-ons will be proposed by Consultant in advance, so Client can decide to authorize expanded SOW before Consultant begins work on expanded SOW. If a Collaboration or e-Learning site is opened by Consultant for asynchronous collaboration and e-consulting, the collaboration site fees will be added to the consulting fees (see below).
Retainer. Client will pay to Consultant the retainer specified in Engagement Letter, or a minimum of the first consulting session in advance, if no retainer is specified in the Engagement Letter, plus $250 USD/user for 12-months of access to the Courage MyQuest Learning + Collaboration Platform, if the platform is part of the agreed SOW. The retainer will be applied to the final project payment.
Terms. After the retainer, Client will pay to Consultant for additional consulting sessions in advance, unless Consultant agrees in writing to invoice on a monthly progress-billing basis, supported by an itemized report listing time and expenses or agreed milestones, or a different progress billing program. Client will pay Consultant invoices net-15 days.
Late payment penalties. Client will pay to Consultant a 1.5% monthly late fee that compounds every 30 days for past-due balances, plus collection fees if accounts are not settled within 60 days, jurisdiction Eastern Pennsylvania USA. Consultant may curtail work if Client’s account becomes past due.
Success or deferred payment. If Consultant agrees to defer a portion of payment-due until Client achieves a funding or revenue milestone, Consultant will confirm the milestone and the percentage of fee that is deferred in an email exchange. Client will pay Consultant (or cause Consultant to be paid) within 5 business days of achieving this funding/revenue milestone. Fees are +25% from regular billing rates for deferred payment, added to the payment due within 5 days of achieving the funding/revenue milestone. Client will allow Consultant to audit and verify milestones or success, with audit fees paid within 15 days by Client to Auditor if audit determines that milestone/success was underreported by Client to Consultant. Consultant may, at its sole discretion, elect to accept shares in the form of warrants that can be exercised on a cashless tax-deferred basis on “Favored Nation” terms.
Expenses. Client will reimburse Consultant for reasonable expenses, including but not limited to online learning portals, printing, bank fees, meeting rooms, mutually agreed travel; etc. Consultant will not incur expenses over $200 USD without prior approval from Client, except for last-minute on-the-fly emergency changes on approved trips. Consultant will submit expenses to Client for reimbursement as part of monthly progress-billing, as an advance or after expenses are actually incurred. Expenses are reimbursed as incurred and are not included in success or deferred payment. Travel expense policies are outlined in a separate paragraph (below).
Collaboration site. MyQuest Courage Leadership Collaboration and Online Learning Journey is $250/user/year, paid in advance and may include links to other collaboration sites (like Monday) or online assessment sites. Consultant will use best efforts to safeguard confidentiality and will encourage Client to do the same. Consultant is not responsible for breaches due to accidental mislabelling or due to security breaches beyond the Consultant’s control. If Consultant agrees to use Client’s Collaboration Site, additional time for use of Client’s site will be added to the consulting budget.
Cancellation of project or scheduled meetings. If the project is cancelled by either party, Client agrees to pay Consultant for time @ consultant’s fee schedule and incurred expenses for scheduled meetings, net 15 days from cancellation. Client agrees to pay Consultant for meetings cancelled or rescheduled with less than 3 working days’ notice if Consultant cannot rebook the time for another paid engagement. For any cancellations or rescheduled meetings, Client agrees to pay Consultant for any incurred expenses that cannot be refunded to Consultant (assuming expenses were approved by Client).
Project management. If Consultant is engaged to manage/oversee 3rd party vendors and their invoices/expenses, Client will pay to Consultant hourly fees to manage/oversee 3rd parties @ Consultant’s regular fee schedule. Client will settle 3rd party vendor accounts promptly and understands that past-due accounts may impact deliverables. Client indemnifies Consultant for fees and other obligations incurred contracting with 3rd party vendors and indemnifies Consultant for actions taken by third parties, with or without Consultant’s input.
Exception to NDA for approved participation in due diligence by investor, board or other third party. If Consultant is engaged to provide an assessment or to sharpen plans for an investor, board or 3rd party’s due diligence, Client grants Consultant permission to discuss assessment results with the relevant investor, board or 3rd party. Client understands that participation in investor, board or 3rd party deliberations may be “behind closed doors” with the due diligence team and Consultant may not have permission to disclose those deliberations with Client.
Indemnification. Consultant takes professional responsibilities as leadership advisors seriously and carries E&O and liability insurance, but is indemnified, held harmless and released from responsibility for Client’s decisions and actions, with or without Consultant’s advice, or for any injury, stress or complication, for 3rd party lawsuits, losses or damages which the Client or which Client’s employees, board members, principals or affiliates experience as a direct or indirect result of Consultant’s services. Consultant cannot warrant that Client will achieve funding or growth objectives. Consultant is indemnified, held harmless and released from responsibility for decisions and actions by investors, board members or 3rd parties who receive Consultant’s assessment, whether those decisions are made with or without Consultant’s advice Consultant cannot negotiate on Client’s behalf with investors or any other 3rd party. If Consultant is required to testify in a legal proceeding involving Client, Consultant shall provide Client notice as expeditiously as possible so Client can respond expeditiously. Consultant shall comply with terms of the compulsory process. Client shall pay Consultant for time at Consultant’s fee schedule, plus travel and preparation, including legal fees.
IP ownership, licensing fees and work-for-hire. Client retains ownership of its IP and trade secrets and owns any original materials developed by Consultant for Client’s exclusive business use. Consultant retains copyright and commercial rights to its training workbooks, templates, assessments and other materials and trade secrets furnished by Consultant used by Client or adapted, modified or upgraded by Consultant for use by Client. Consultant-furnished materials are not works-for-hire unless explicitly labeled as such by Consultant. Client and Consultant agree to honor terms of use of 3rd party materials, assessment and online collaboration tools adopted for use in this engagement.
Force majeure. Any delay or failure in the performance by either Party hereunder shall be excused if and to the extent caused by the occurrence of a Force Majeure. Force Majeure shall mean a cause or event that is not reasonably foreseeable or otherwise caused by or under the control of the Party claiming Force Majeure, including acts of God, fires, floods, explosions, riots, wars, hurricane, sabotage terrorism, vandalism. accident, restraint of government, governmental acts, injunctions, labor strikes, other than those of Consultant, Client or its suppliers, that prevent Consultant from furnishing the materials or equipment, and other like events that are beyond the reasonable anticipation and control of the Party affected thereby, despite such Party’s reasonable efforts to prevent, avoid, delay, or mitigate the effect of such acts, events or occurrences, and which events or the effects thereof are not attributable to a Party’s failure to perform its obligations under this Agreement.
Travel reimbursement. If travel is required to participate in Consultant/Client meetings at a site chosen by Client, automobile travel in US will be @ US IRS rate and will be $1.00 USD/km outside US plus tolls, overnight and meal expenses at/near meeting locations. Rail is via coach in US, business class outside US or if business class is required for scheduling or safety. Travel outside a 300 km radius from consultant’s point of departure is via consultant’s choice of airline, in premium coach or upgradeable coach within North America and business class (via upgrade or purchase) for travel beyond North America. Hotel is in Hilton, Marriott or comparable brand. Client will reimburse extended stays due to weather delays, flight/rail cancellations, strikes or other causes beyond Consultant’s control, relying on Consultant to use best judgment about booking alternative travel plans, since this may require last-minute decisions without ample time to confer with Client. Client will pay for travel time beyond North/South America or Eastern Time to/from Europe/Israel @ $1000 USD/day.
Independent contractor relationship. Nothing contained in this Agreement shall be construed to create a partnership, joint or co-venture, agency, or employment relationship between Consultant and Client. All Parties agree that Consultant is, and at all times during this Agreement shall remain, an independent contractor.
