THIS ADVISORY AGREEMENT (the “Agreement”) is made as of [Date], by and between SABUR PRIVATE WEALTH MGT. / ARPP LLC (“We” or “Advisor”) and [ENTER NAME] (the “You” or “Client”), (each a “Party” and collectively the “Parties”).
This agreement is intended to outline the responsibilities of the parties with regard to the investment management services to be provided by we.
1.1 For the term of this Agreement, we shall provide you with advisory services as stated herein below.
1.2 Advisor Services. We shall help you reduce your taxes, increase your income, and protect your assets. Specifically, we provide the following services: Asset protection planning Business / Personal; Private retirement plan; “Loyalty” 401 k design and management; Brokerage Portfolio management; Investment product due diligence; Ordinary Income tax reduction strategies; Divorce / Child support asset protection; ZERO Capital gains tax at Sale & Purchase; Alternative investment tracking; Captive Insurance company to improve cash flow; Philanthropy with 3X increase in Net worth; Business Income tax reduction; Legacy asset and trust management; ZERO Estate tax wealth transfer; Tax planning and compliance; Risk management and insurance services; Family education; Comprehensive financial reporting; Liquidity strategies; Increase CASH flow using US tax code; International services; and Private wealth enhancement concierge.
2.1 You agree to pay us 2% a year for managing your account(s) on a Non-discretionary basis. The fee will be based on the Gross Net Worth (GNW) of your accounts, and will be paid for the 1st year of the plan then 1% of your GNW for the remaining years.
2.2 You agree to pay us $30,000 on a project basis on any services listed in Section 1.2 above.
2.3 We will charge a 1% continuing Assets Under Management (AUM) fee on any portfolio we advise.
2.4 You will make the payment via Electric Funds Transfer. You also agree that any and all fees paid are considered earned and not refundable.
2.6 Default & Collection. You agree that if you fail to pay the total amount payable after we send you a warning, we may use all available legal means to ensure payment thereof, including referring the debt to a debt collection agency, and if we do so, you will pay any costs that we incur in connection with the recovery of the unpaid amounts (including the agency’s fees and any legal fees).
2.7 Interest. You agree that in the event you default on your payment obligations, you will automatically be subjected to the default interest rates of 16% (applicable in New Jersey pursuant to N.J.S.A. § 31:1-1.) and 10% (applicable in Texas pursuant to Texas Finance Code § 302.001(b)).
2.8 Unearned fee return. You are entitled to a refund of your payments if we are unable to provide the services, or to provide you with any solution.
3. Non-Disclosures. You agree that you will not disclose any of our strategy and/or plan to any third party either indirectly or directly.
4.1 Term. The initial term of this Agreement is one (1) fiscal year beginning upon payment of the initial deposit and will automatically renew for additional terms of one (1) year until terminated in accordance with this Section.
4.2 Termination. Either party may terminate this Agreement with written notice to the other party at least forty five (45) days.
4.3 Ground(s) for termination. You agree that we may terminate this Agreement if you are “unruly” or you demonstrate a behavior, which we deem as threatening.
4.4 Effect(s) of termination. If this Agreement is terminated by us or non-renewed by you, then ALL your assets will be liquidated immediately and a check will be mailed to you. You agree that you are not allowed to utilize the services of any vendor introduced by us and will expressly confirm to avoid the continued use of same. An ongoing damages fee of $10,000/Year shall be paid to we as long as client uses these services. The said fee shall be subjected to the same Default & Collection; and Interest clauses in Section 2 of this Agreement.
4.5 You agree that your obligations to pay us AUM fees shall survive the termination of this Agreement.
5. Independent Contractor Relationship. You agree that our relationship to you shall be that of an independent Advisor. Therefore, nothing in this Agreement shall be construed to create any partnership, joint venture, employer-employee or agency relationship between you and us. Further, you agree that we shall be free to work with other companies.
6. Intellectual Property Ownership. All ideas, inventions, marks, materials, improvements, methods, processes, works of authorship and other forms of intellectual property that we conceive, reduce to practice or develop during the term of the Agreement, alone or in conjunction with others, in connection with performance of the Services (collectively, the “Work Product”), will be the sole and exclusive property of the Advisor. Further, you agree that any and all vendors, which we introduce to you under this agreement, will remain our Intellectual Property.
7. Confidentiality. The parties herein recognize that there might be a need to disclose certain confidential information to be used for the purpose of fulfilling the parties’ respective obligations under this Agreement. Therefore, the parties agree to treat any information received as highly sensitive, top secret and classified material. Without derogating from the generality of the above, the parties specifically agree to maintain all such information in strict confidence; not disclose the information to any third parties; not use the information for any purpose except for fulfilling the obligation(s); and not to copy or reproduce any of the information without the other party’s permission.
8. Performance of Services. We shall use our best efforts to perform the Services such that the results are satisfactory to you.
9. Referrals. If you refer another person and the said person becomes our Client, we shall make a $5000 deduction from the referrer’s current advisory fees. Further to qualify for the deduction, the referred person must have a minimum income of at least $500,000 and a net worth of at least $5 Million.
10. Indemnification. You agree that you will indemnify, defend and hold us, our officers, directors, employees, agents and third parties harmless, for any losses, costs, liabilities and expenses (including reasonable attorney’s fees) relating to or arising out of your use of or inability to use our Services, or your violation of any terms of this Agreement, or your violation of any applicable laws, rules or regulations. You also agree that we reserve the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with us in asserting any available defenses. You agree that you will make an advance payment to our firm ARPP LLC dba Sabur Private Wealth Mgt to defend against any lawsuit or any claim with third party; and in the event Advisor loses the claim and/or suit, then Advisor’s firm shall reimburse Client.
11. Limitation of Liability. You agree that we shall, to the greatest extent permitted by law at the time this clause is construed, be exculpated from any liability whatsoever for any alleged abuse of discretion, tort, breach of fiduciary duty and/or breach of trust caused by any act or omission in connection with this Agreement. Further, you agree that as a consequence, we shall under no circumstances ever be held personally liable to any other person, firm or corporation for any damages directly or indirectly arising out of any act or omission committed in connection with this Agreement. This exculpation shall not, however, protect us from any liability for a breach of trust committed intentionally or in bad faith. Even if this Section shall not protect us due to the foregoing sentence, in no event shall we ever be liable for any punitive or exemplary damages for any act or omission committed in connection with this Agreement hereunder regardless of whether such act or omission constituted an act committed intentionally or in bad faith.
12.1. Amendments and Waivers. Any term of this Agreement may be amended or waived only with the written consent of you.
12.2. Sole Agreement. This Agreement constitutes the sole agreement of the parties and supersedes all oral negotiations and prior writings with respect to the subject matter hereof.
12.3. Notices. Any notice required or permitted by this Agreement shall be in writing and shall be deemed sufficient upon delivery, when delivered personally or by overnight courier or sent by email or fax (upon customary confirmation of receipt), or forty-eight (48) hours after being deposited in the U.S. mail as certified or registered mail with postage prepaid, addressed to the party to be notified at such party’s address as set forth on the signature page or as subsequently modified by written notice.
12.4. Choice of Law. The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State of New Jersey and Texas, without giving effect to the principles of conflict of laws.
12.5. Severability. If one or more provisions of this Agreement are held to be unenforceable under applicable law, the parties agree to renegotiate such provision in good faith. In the event that the parties cannot reach a mutually agreeable and enforceable replacement for such provision, then (i) such provision shall be excluded from this Agreement, (ii) the balance of the Agreement shall be interpreted as if such provision were so excluded and (iii) the balance of the Agreement shall be enforceable in accordance with its terms.
12.6. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together will constitute one and the same instrument.
12.7. Dispute Resolution.
12.7.1 Any disputes concerning this Agreement will be settled amicably between you and us. In the event the parties fail to reach consensus, the parties shall refer the dispute to Mediation. You agree that you will pay any and all costs related to mediation. In the event we are found to be at fault, a reimbursement of no more than $250/hour up to 10 hours shall be repaid to you regardless of the actual costs incurred by you.
12.7.2. You agree that you shall keep any and all disputes and/or complaints confidential and you shall not post any online review in that regard. You further agree that in the event you breach the provisions of this Section, you shall be responsible for damages to reputation at a minimum cost of $100,000 plus legal fees.
In Witness hereof, the Parties have executed this Advisory Agreement as of the date set forth above.