ADVISORY AGREEMENT
_____________________________________
BETWEEN
XXX LLC
[THE COMPANY]
– AND –
XXX
[THE ADVISOR]
ADVISORY AGREEMENT
This Advisory Agreement (this “Agreement”), dated effective _____________, 2023
is made and entered into by and among :
A. XXX LLC (the “Company”) whose physical address is at XXX
AND
B.XXX (the “Advisor”) whose physical address is at XXX
(Collectively referred to as “the Parties” and individually as “the Party”)
1. RECITALS
WHEREAS, the Company desires to retain the Advisor to provide certain advisory
services as hereinafter set forth.
WHEREAS, the Advisor desires to provide certain advisory and consulting services to
the Company in accordance with the terms and conditions contained hereinafter.
NOW, THEREFORE, in consideration of the mutual promises set forth herein and other
good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:
2. DEFINITIONS AND INTERPRETATIONS
a) “Assist” as used in this Agreement shall mean that the Advisor may support in
the action but is not dependent upon the sole creation or initial creation there-of.
Assist means that the Advisor will provide guidance, edits, direction, and support
in the creation of.
b) “Campaign” means any marketing and sales efforts by the Company where the
main mechanism of action involves or revolves around the Advisor’s produced
website, landing page, or any asset or measurable work that is created by the
Advisor that leads to Revenue.
c) “Cause” means a Party has materially breached a provision of this Agreement
and the breach continues for 30 days following receipt of a notice from the other
Party.
d) “Confidential Information” means information not generally known and
proprietary to the Company or to a third party for whom a Party is performing
work, including, without limitation, information concerning any patents or trade
secrets, confidential or secret designs, processes, formulae, source codes,
plans, devices or material, research and development, proprietary software,
analysis, techniques, materials, or designs (whether or not patented or
patentable), directly or indirectly useful in any aspect of the business of a Party,
any vendor names, customer and supplier lists, databases, management
systems and sales and marketing plans of a Party, any confidential secret
development or research work of a Party, or any other confidential information or
proprietary aspects of the business of a Party. All information which a Party
acquires or becomes acquainted with during the period of this Agreement,
whether developed by the other Party(Disclosing Party) or by others, which a
Party has a reasonable basis to believe to be Confidential Information, or which
is treated by the the Disclosing Party as being Confidential Information, shall be
presumed to be Confidential Information.
e) “Influence Accounts” means all accounts created after the engagement of the
Advisor by the Company.
f) “Gross Profit” means the revenue created by the Company (Company’s total
commissions) minus the Company’s sales, taxes, expenses, or costs
(commissions, referral fees/commissions, Future Account Executives’
proportionate salary per that respective account).
g) “Deal Accounts” means influenced accounts as well as the accounts that are
derived upon the involvement of the Advisor and the creation of the first assets
such as the initial website.
h) “Start Date” means the date when the first Advisor-produced asset is deployed.
3. TERMS OF ENGAGEMENT
3.1 The Advisor will develop and produce a go-to-market strategy for the Company
to enable the Company to produce sustainable direct customer revenue from the
target market of mobile clinics, clinics, and, podiatrists for a share of tied Gross
Profit Share as described in this Agreement (“the Deal”).
3.2 The Advisor will act as the marketing and go-to-market lead for the Company
until such time that core services can be shifted and maintained by a reliable and
accessible 3rd party service.
3.3 In the event that there are significant tasks beyond the generally demonstrated
work-to-date or additional major costs such actions will be agreed upon mutually
by the Parties in writing.
3.4 The Advisor shall have 2-4 weeks to implement any changes proposed by the
Company, however, the foregoing time frame shall be subject to the Advisor’s
schedule and ability.
3.5 At the appropriate time the Advisor will implement data collection and automation
as the Advisor will deem fit in the circumstances.
3.6 The website subject to this Agreement shall be controlled, manage, and owned
by _________________.
3.7 In the event that the Parties find accessible and reliable outsourced work relevant
to this Agreement, the Advisor shall be responsible for covering the costs of the
additional third party, outsourced, or Advisor-employed services through the
Advisor’s Gross Profit share or through the Advisor’s own capital.
4. ADVISOR RESPONSIBILITIES
4.1 The Company has engaged the Advisor to provide advisory and consultancy
services in connection with the Campaign, and such other services as will be
agreed mutually agreed by the Parties in writing (collectively, the "Services"). It
is agreed by the Parties that the Advisor shall :
a) Manage and execute on web assets such as the overall site, landing pages,
animations, illustrations, copy and design including hosting, maintenance and
upkeep;
b) Develop first automations for data collection and tracking from digital assets
such as the website, analytics solutions, and sales management tools;
c) Advise on the messaging, strategy, tactics and assets used to source,
develop, and close first clients;
d) Build initial site for landing page and brand presence;
e) Build detailed site for brand presence and growth marketing strategy;
f) Design, source, and install all illustrations, assets, and animations to support
web strategy;
g) Assist in the creation of scripts, decks, and support materials to close deals;
h) Assist in the creation of lists and enrichments for targeted sales efforts;
i) Assist in the development of general marketing strategies and content;
j) Generally support the go-to-market effort via growth and performance
marketing work; and
k) Install, manage and regularly communicate on all analytics performance (site,
pages, emails,videos, etc).
4.2 In order for Advisor to perform the Services, it may be necessary for the
Company to provide the Advisor with Confidential Information (as defined above)
regarding the Company’s business. The Company will rely heavily upon
Advisor’s integrity and prudent judgment to use this information only in the best
interests of the Company.
4.3 In rendering consulting services under this Agreement, Advisor shall
conform to high professional standards of work and business ethics.
4.4 It is understood that the Advisor does not need to provide the Services as
described under clause 4.1 to completion before this Agreement is deemed to be
in place its provisions applicable to the Parties.
5. COMPANY RESPONSIBILITIES
It is agreed by the Parties that the Company’s resonsibilites and obligations under this
Agreement shall :
a) Maintain clear and transparent financial reporting for opportunities and deals that
have been created since the Advisor’s involvement.
b) Furnish regular (monthly) reports on pipeline and financial performance including
accounts in the pipeline, revenue, costs and any other financial documents that
can be used in the determination of the company’s performance.
c) Maintain accurate and honest reporting of influenced accounts.
d) Pay for other technologies, services, software, etc. that are not directly related to
the website, website design, or illustrative assets that may be utilized in the
website and deck.
6. DEAL STRUCTURE & COMPENSATION
6.1 It is agreed by the Parties that the Deal shall be deemed to have started as of the
1st of February 2023 and shall remain in force until December 2024.(“the
Term”) . Upon expiry of the Term, the Deal may be renewed on an annualized or
multi-year basis.
6.2 The Advisor shall be entitled to ten percent (10%) of the Gross Profit made by
the Company from business generated through the Campaign. The payment
shall be made monthly or quarterly as agreed between the Parties.
6.3 At the Advisor’s discretion, in addition to any payment to be made by the
Company under this Agreement, the Company shall pay for the essential site
maintenance a sum of up to $30,000.00 per year.
6.4 Furthermore, the Company shall allocate $30,000.00 for specific expenses
towards advisors overall marketing objectives if revenue received surpurses
$1,000,000.00.
6.5 The Parties shall renegotiate the renewal terms of the Deal after the 12 months
following the deployment of first asset by the Advisor and every 6 months
thereafter.
7. RELATIONSHIP OF PARTIES
Advisor is an independent contractor and is not an employee, partner, or co-venturer of,
or in any other service relationship with, the Company. The manner in which Advisor’s
services are rendered shall be within Advisor’s sole control and discretion. Advisor is
not authorized to speak for, represent, or obligate the Company in any manner without
the prior express written authorization from an officer of the Company.
8. TAXES
Advisor shall be responsible for all taxes arising from compensation and other amounts
paid under this Agreement, and shall be responsible for all payroll taxes and fringe
benefits of Advisor’s employees. Neither federal, nor state, nor local income tax, nor
payroll tax of any kind, shall be withheld or paid by the Company on behalf of Advisor or
his/her employees. Advisor understands that he/she is responsible to pay, according to
law, Advisor’s taxes and Advisor shall, when requested by the Company, properly
document to the Company that any and all federal and state taxes have been paid.
9. REIMBURSEMENT
The Company agrees to reimburse Advisor for all actual reasonable and necessary
expenditures, which are directly related to the Services. These expenditures include, but
are not limited to, expenses related to travel (i.e., airfare, hotel, temporary housing,
meals, parking, taxis, mileage, etc.), telephone calls, and postal expenditures.
Expenses incurred by Advisor will be reimbursed by the Company within 15 days of
Advisor’s proper written request for reimbursement.
10. TERMINATION
The Parties may terminate this Agreement for Cause, after giving the other Party a
__________ day notice written notice of the reason.
11. CONFIDENTIAL INFORMATION
In performing consulting services under this Agreement, Parties may be exposed to and
will be required to use certain Confidential Information belonging to the Parties. Parties
agree that they will not and that their employees, agents, or representatives will not use,
directly or indirectly, such Confidential Information for the benefit of any person, entity,
or organization other than the Disclosing Party, or disclose such Confidential
Information without the written authorization of the Disclosing Party, either during or
after the term of this Agreement, for as long as such information retains the
characteristics of Confidential Information.
12. DISPUTE RESOLUTION
If there is any dispute or controversy between the parties arising out of or relating to this
Agreement, the parties agree that such dispute or controversy will be arbitrated in
accordance with proceedings under American Arbitration Association rules, and such
arbitration will be the exclusive dispute resolution method under this Agreement. The
decision and award determined by such arbitration will be final and binding upon both
parties. All costs and expenses, including reasonable attorney’s fees and expert’s fees,
of all parties incurred in any dispute that is determined and/or settled by arbitration
pursuant to this Agreement will be borne by the party determined to be liable in respect
of such dispute; provided, however, that if complete liability is not assessed against only
one party, the parties will share the total costs in proportion to their respective amounts
of liability so determined. Except where clearly prevented by the area in dispute, both
parties agree to continue performing their respective obligations under this Agreement
until the dispute is resolved.
13. GENERAL PROVISIONS
a) Construction of Terms. If any provision of this Agreement is held unenforceable
by a court of competent jurisdiction, that provision shall be severed and shall not
affect the validity or enforceability of the remaining provisions.
b) Governing Law. This Agreement shall be governed by and construed in
accordance with the internal laws (and not the laws of conflicts) of the State of
__________________.
c) Complete Agreement. This Agreement constitutes the complete agreement
and sets forth the entire understanding and agreement of the parties as to the
subject matter of this Agreement and supersedes all prior discussions and
understandings in respect to the subject of this Agreement, whether written or
oral.
d) Modification. No modification, termination, or attempted waiver of this
Agreement, or any provision thereof, shall be valid unless in writing signed by the
party against whom the same is sought to be enforced.
e) Waiver of Breach. The waiver by a party of a breach of any provision of this
Agreement by the other party shall not operate or be construed as a waiver of
any other or subsequent breach by the party in breach.
f) Successors and Assigns. This Agreement may not be assigned by either party
without the prior written consent of the other party which consent shall not be
unreasonably withheld. The benefits and obligations of this Agreement shall be
binding upon and inure to the parties hereto, their successors and assigns.
IN WITNESS WHEREOF, for the purpose of binding the parties hereto to this
Agreement, the parties or their duly authorized representatives have signed their names
on the dates indicated below. Parties understand that, notwithstanding the date of
execution, this Agreement is effective as of the Effective Date.
Signed by the Advisor:
Name : XXX
Signature: ______________________
Date: _________________________
Signed by the Authorised Signatory
of the Company:
Name : XXX
Designation : ___________________
Signature: ______________________
Date: _________________________
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