ADVISORY AGREEMENT

ADVISORY AGREEMENT

THIS ADVISORY AGREEMENT (the “Agreement”) is made as of [Date], by and between SABUR PRIVATE WEALTH MGT. / ARPP LLC (“Advisor”) and [ENTER NAME] (the “Client”), (each a “Party” and collectively the “Parties”).

RECITALS

WHEREAS, the Advisor desires to provide certain advisory and consulting services to the Client in accordance with the terms and conditions contained hereinafter.

WHEREAS, the Client desires to obtain the services Advisor to provide certain advisory services as hereinafter set forth.

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:

1. Engagement.

1.1           For the term of this Agreement, the Advisor, which is registered with the State of Texas and New Jersey, shall provide the Client with advisory services as stated herein below.  

1.2           Advisor Services.  The Advisor’s services to the Client hereunder shall consist rendering advice and other services agreed upon by the Advisor and the Client from time to time (the “Services”) as specified in Exhibit A attached hereto.

1.3 La Carte Option. The Client may contract for part of the services (la carte) or for the entire services. In the event the Client settles for the la carte option, the Client shall check the boxes in the said Exhibit A attached hereto, indicating the specific services they have contracted Advisor for.

2. Compensation. 

2.1 As consideration for the Services to be provided by the Advisor and other obligations, the Client shall compensate Advisor with a 25% down payment [2% Gross Net Worth (GNW) fees only], and eleven (11) equal monthly payments. After payment of the deposit, the remaining payments shall be made on the first of the next month in this fiscal year.

2.2 For la carte option, the Client may either pay $30,000 on a project basis on any services listed in Exhibit A attached hereto; or 2% of GNW (Assets + Liabilities) for the 1st year of plan then 1% of GNW thereafter on an at will basis for planning strategy. 

2.3 The Advisor shall charge a 1% continuing AUM fee on any portfolio it advises. 

2.4 The payment shall be made via Electric Funds Transfer. 

2.5 Subject to Section 2.8 below, any and all fees paid are considered earned and not refundable.

2.6 Default & Collection. If Client fails to pay the total amount payable after the Advisor sends a warning, the Advisor has discretion to use all available legal means to ensure payment thereof, including but not limited to referring the debt to a debt collection agency, and if the Advisor does so, the Client must pay any costs that the Advisor incurs in connection with the recovery of the unpaid amounts (including the agency’s fees and any legal fees). 

2.7 Interest. In the event the Client defaults on its payment obligations, the Client 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 Money Back Guarantee. In the event the Advisor is unable to provide the services, the Client may obtain a refund of the amount the Client paid.

3. Client’s Representations and warranties. The Client acknowledges, represents and warrants that:

3.1 Any and all vendors, which the Advisor introduces to the Client under this agreement shall remain the Intellectual Property of the Advisor. Therefore, Client SHALL NOT utilize the services of any vendor introduced by the Advisor and will expressly confirm to avoid the continued use of same. Client further acknowledges, represents, and warrants that an ongoing damages fee of $10,000/Year shall be paid to the Advisor as long as client uses such services; and that the said fee shall be subjected to the same Default & Collection; and Interest clauses in Section 2 of this Agreement.  

3.2 It SHALL NOT disclose any of Advisor’s strategy and/or plan to any third party either indirectly or directly. 

3.3 It shall adhere to its payment obligations and that a breach of the said obligations shall subject Client to the Default & Collection; and Interest clauses in Section 2 of this Agreement; and any other remedy available to the Advisor under applicable law.

4. Term.

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. The Advisor shall terminate this Agreement on its sole discretion if the Client is “unruly” or demonstrates a behavior, which the Advisor deems as threatening. In the event the Advisor terminates this Agreement according to this Section 3.3, the Client shall owe all fees due for the fiscal year. 

4.4 Effect(s) of termination. If this Agreement is terminated by the Advisor or non-renewed by Client then ALL the Client’s assets will be liquidated immediately and a check will be mailed to the Client. The Client is NOT ALLOWED to utilize the services of any vendor introduced by the Advisor and will expressly confirm to avoid the continued use of same. An ongoing damages fee of $10,000/Year shall be paid to the Advisor 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.  

5. Independent Contractor Relationship. Advisor’s relationship to the Client shall be that of an independent Advisor.  Nothing in this Agreement shall be construed to create any partnership, joint venture, employer-employee or agency relationship between Client and Advisor.  Advisor shall not represent to any third party that any such relationship exists.  The consulting relationship shall be non-exclusive.  Advisor shall be free to work with other companies so long as such work does not present a conflict of interest or result in the disclosure of Confidential Information (defined below).
6.     Intellectual Property Ownership.  All ideas, inventions, improvements, methods, processes, works of authorship and other forms of intellectual property that the Advisor conceives, reduces to practice or develops during the term of the Agreement, alone or in conjunction with others, in connection with performance of the Services, including designs, data, software code, ideas, inventions, know-how, materials, marks, methods, procedures, tools, interfaces, and other forms of technology as well as any intellectual property rights of any kind therein (collectively, the “Work Product”), will be the sole and exclusive property of the Advisor.  
7. Confidentiality.  

7.1    Confidential Information. A Party may obtain access to information related to the other Party’s business (including trade secrets, technical information, business forecasts and strategies, marketing plans, customer and supplier lists, personnel information, and financial data) that the Party considers to be confidential or proprietary or the Party has a duty to treat as confidential, excluding such information as each Party can demonstrate existed in the public domain as of the Effective Date (the “Confidential Information”). The Parties will (a) hold all Confidential Information in strict trust and confidence; (b) not use or permit others to use Confidential Information in any manner or for any purpose not expressly permitted or required by this Agreement; (c) not disclose or permit others to disclose any Confidential Information to any third party without obtaining the other Party’s express prior written consent on a case-by-case basis; and (d) limit access to Confidential Information to employees of each Party who have a reasonable need to have such access in order for the Services to be performed and who are bound by obligations to maintain the confidentiality of Confidential Information that are at least as protective of the Confidential Information as the provisions of this Agreement.

7.2    Exclusions.  Each Party’s obligations under Section 6.1 with respect to any portion of Confidential Information shall not apply to any information that (i) was in the public domain at or subsequent to the time it was communicated to a Party by the other Party or an authorized person of a Party through no fault of that Party, (ii) was rightfully in a Party’s possession free of any obligation of confidence at or subsequent to the time it was communicated to either Party or an authorized person of either Party, (iii) was developed by employees or agents of either Party independently of and without reference to any information communicated to either Party or an authorized person of the Client, or (iv) is being disclosed by either Party in response to a valid order by a court or other governmental body, or otherwise as required by law. 

8. Performance of Services.  Advisor shall use Advisor’s best efforts to perform the Services such that the results are satisfactory to the Client.
9. Referrals. In the even the Client refers another person and the said person becomes the Advisor’s Client, the Advisor 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.  

10.1 The Client shall indemnify, defend, and hold Advisor and its affiliates harmless, at Client’s own expense, from and against any and all losses, liability, obligations, damages, third-party claims, demands, causes of action, costs and expenses of whatever form or nature (each a “Claim” and collectively, “Claims”), including reasonable outside attorney’s fees and other costs of legal defense, arising out of or related to: (i) the Advisor’s rendering of Services under this Agreement; (ii) an actual or alleged breach of any of the representations, warranties or covenants of this Agreement by the Client; (iii) Client’s negligence, willful misconduct, or willful misrepresentation; or (iv) any other act or omission by or attributable to Client in connection with this Agreement except to extent such indemnity is prohibited by law.  Client shall give prompt written notice to the Advisor of any proposed settlement of any Claim. Client shall make an advance payment to Advisor’s 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.

10.2 Client may not, without the Advisor’s prior written consent, which the Advisor shall not unreasonably withhold, condition or delay, settle or compromise any claim or consent to the entry of any judgment regarding which indemnification is being sought hereunder unless such settlement, compromise or consent: includes an unconditional release of the Advisor from all liability arising out of such claim; does not contain any admission or statement suggesting any wrongdoing or liability on behalf of the Advisor; and does not contain any equitable order, judgment or term (other than the fact of payment or the amount of such payment) that in any manner affects, restrains or interferes with the business of the Advisor. Provided, however, that the indemnity agreement contained in this Section shall not apply to any such losses, claims, related expenses, damages or liabilities arising out of gross negligence, willful misconduct or fraud of the Advisor, or a material breach of the Advisor’s representations and warranties hereunder.

11. Limitation of Liability.  Notwithstanding anything to the contrary herein, the Advisor 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.  As a consequence, the Advisor 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 the Advisor from any liability for a breach of trust committed intentionally or in bad faith.  Even if this Section shall not protect the Advisor due to the foregoing sentence, in no event shall the Advisor 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. Miscellaneous.

12.1. Amendments and Waivers.  Any term of this Agreement may be amended or waived only with the written consent of the Client.

12.2. Sole Agreement.  This Agreement, including the Exhibits hereto, 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 the Advisor and the Client. In the event the parties fail to reach consensus, the parties shall refer the dispute to Mediation. Client shall pay any and all costs related to mediation. In the event the Advisor is found to be at fault, a reimbursement of no more than $250/hour up to 10 hours shall be repaid to Client regardless of the actual costs incurred by the Client. 

12.7.2. Any and all disputes and/or complaints SHALL be kept confidential and the Client SHALL NOT post ANY online review in that regard. In the event the Client breaches the provisions of this Section, the Client 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.

Signature page follows

 

CLIENT

Signed: _____________________________ Sign Here

Name: [Client Representative Name]     Title: [Client Representative Name] 

ADVISOR

Signed: _____________________________ Sign Here

Name: [Advisor’s Representative Name]  Title: [Advisor’s Representative Title]

 

 

EXHIBIT A: Description of 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 Client 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   ☐Private wealth enhancement concierge

 

EXHIBIT B: PROMISSORY NOTE

SABUR PRIVATE WEALTH MANAGEMENT FINANCED ADVISORY FEE CONTRACT PROMISSORY NOTE

This agreement is entered into on the ___day of ___ , 20___between Sabur Private Wealth Management (hereinafter “Advisor” or “Lender”) and (hereinafter “Advisory client” or “Borrower”) for the financing of Private Wealth Management advisory fees for Fiscal year starting, 20__ to 20___ .

At all times the laws of the state of TEXAS will govern this Contract.

1. LOAN TERMS / Advisory client i.e. BORROWER’S PROMISE TO PAY

This contract establishes that Advisor shall provide Private Wealth Management and various planning services and Advisory client shall buy/benefit from such planning service, and that Advisor/Lender shall finance a portion of the “Advisory Agreement” fee, attached hereto and Advisory client promises to pay Advisor per the following terms:

Annual Fiscal year advisory fee: $ __________  

Deposit/Initial Payment Due at Inception: $ _______________

Terms of Payment for Outstanding Balance: Advisory client shall pay: 

☐Monthly $

☐Quarterly $

 

2. PROMISE TO PAY SECURED

Borrower’s promise to pay is secured by Advisory Client’s personal guarantee via this Note and called the “Security Instrument”. The Security Instrument protects the Lender from losses which might result if Borrower defaults under this Note.

3. MANNER OF PAYMENT

(A) Time

Borrower shall make payments per the terms defined on the   1St day of each month/quarter beginning ______, 2021. Any principal remaining shall be paid no later than the First day of the Last quarter of this fiscal year, which is called “Maturity Date”.

(B) Place

Payment shall be made by check or electronic deposit upon the instructions of the Advisor / Sabur Private Wealth Management or at such place as Lender may designate in writing by notice to Borrower.

4. BORROWER’S RIGHT TO PREPAY

The Borrower reserves the right to prepay this Note (in whole or in part) prior to the due date with no charge or penalty. If Borrower makes a partial prepayment, there will be no changes in the due date or in the amount of the monthly or quarterly payments unless Lender agrees in writing to those changes.

 

5. BORROWER’S FAILURE TO PAY

(A) Default

If Borrower defaults by failing to pay in full any monthly or quarterly payment, then Lender may require immediate payment in full of the principal balance remaining due.

Advisor/Lender may choose not to exercise this option without waiving its rights in the event of any subsequent default.

(B) Payment of Costs and Expenses

If Lender has required immediate payment in full, as described above, Lender may require Borrower to pay costs and expenses including reasonable and customary attorneys’ fees for enforcing this Note to the extent not prohibited by applicable law. Such fees and costs shall bear interest from the date of disbursement at the same rate as the principal of this Note.

6. SUBSTITUTION OF COLLATERAL

Advisor / Note Holder agrees to allow Borrower to substitute any property or properties in which the Borrower has a total amount of equity equal to or greater than the amount of equity as existed to secure this note at the time this note was created, as collateral for this promissory note and accompanying Deed of Trust. Furthermore, Note Holder agrees to execute in a timely manner any documents necessary for the implementation of this substitution of collateral.

7. SUBORDINATION

Lender agrees to subordinate this promissory note (and accompanying Deed of Trust if any) to any future financing Borrower secures against this property providing Borrower maintains the same amount of equity protecting this promissory note by Borrower to Lender as existed at the creation of this note. Furthermore, Lender agrees to execute any necessary paperwork in a timely fashion to comply with this provision.

8. WAIVERS

Borrower and any other person who has obligations under this Note waive the rights of presentment and notice of dishonor. “Presentment” means the right to require Lender to demand payment of amounts due. “Notice of dishonor” means the right to require Lender to give notice to other persons that amounts due have not been paid.

9. GIVING OF NOTICES

Unless applicable law requires a different method, any notice that must be given to Borrower under this Note will be given by delivering it or mailing it by first class mail to Borrower at the property address above or at a different address if Borrower has given Lender a notice of Borrower’s different address. Any notice given to Lender under this Note will be given by first class mail to Lender at the address stated in Paragraph 4(b) or at a different address if Borrower is give a notice of that different address.

10. Oral agreements or commitments to loan money, extend credit or to forbear from enforcing repayment of a debt including promises to extend or renew such debt are not enforceable. To protect you from misunderstanding or disappointment, any agreements we reach covering such matters are contained in this writing, which is the complete and exclusive statement of the agreement between us, except as we may later agree in writing to modify it.

 

BY SIGNING BELOW, Lender and Borrower accepts and agrees to the terms and covenants contained in this note.

 

ARPP LLC dba Sabur Private Wealth Management
_______________________________________________________________________

Advisor / Lender Name (Print)

 

_______________________________________________________________________

Advisor / Lender representative Signature Date

 

_______________________________________________________________________

 

Borrower (s) Name (Print)

_______________________________________________________________________

 

_______________________________________________________________________

 

Borrower(s) Signature           Date

 

CODE OF ETHICS

Our Code of Ethics establishes ideals for ethical conduct based on fundamental principles of openness, integrity, honesty & trust.

 

Our Code of Ethics is divided into two parts: traits and practices we should adhere to and those we must avoid.

1. Traits and practices we should adhere to (Best Practices) INTEGRITY

Integrity is the most important trait in earning and retaining client trust. We will not compromise our principles for any reason. Client interests will always be placed before our own interests. Good character is our most important asset.

HONESTY

Honesty & openness are the fundamental principles underlying our practice. We will always be truthful and candid with clients, and will never make promises we do not intend to keep.

FAIRNESS

We will perform our services that is fair to all, including clients, and other employees. We will always disclose conflicts of interests.

COMPETENCE

We will seek to continually increase our professional skills and knowledge.

CONFIDENTIALITY

We will always respect the confidentially of sensitive and non-public information, for both clients and former clients.

Wherever possible, we will control access to such sensitive and non-public information.

DILIGENCE

We will always act with timeliness, patience and consistency. Knowledge and skills are not enough. They must be applied in a prompt and thorough manner.

REPORTING PERSONAL SECURITIES & HOLDINGS

All employees must periodically report their securities transactions and holdings to our President who will review those reports, thus allowing him, and regulators, to identify improper trades or patterns of trading. Personal securities transactions must be pre-cleared and duplicate trade confirmations and account statements must be provided to your immediate supervisor.

EDUCATING EMPLOYEES ABOUT OUR CODE OF ETHICS

We provide all employees with a copy of our Code of Ethics, who will, in turn, acknowledge receipt of the Code and their full understanding of the Code.

1. Practices we must avoid

DISCRIMINATION & HARASSMENT

We are committed to providing a work environment that is free of discrimination and harassment. We are an equal opportunity employer.

FINANCIAL INTERESTS IN OTHER FINANCIAL SERVICES FIRMS

Employees and their spouses may not have an interest in another financial firm if that interest may present a conflict of interest with that employee’s duties to this firm.

IMPROPER GIFTS & ENTERTAINMENT

Employees may not give or receive gifts or entertainment without first obtaining written authorization from the firms President. Such authorization will only be given if such action is deemed to not be an attempt to improperly influence any business decision we may make.

UNSUITABLE RECOMMENDATIONS

We will never recommend that a client purchase or sell a security or insurance product without having reasonable grounds to believe the recommendation is suitable for the client on the basis of information provided by the client and after reasonable inquiry into the client’s investment objectives and financial situation.

ILLEGAL ORDERS

We will never place an order to purchase or sell a security or insurance product without the client’s prior authorization. Nor will we ever purchase or sell a security that is not registered under applicable state or federal securities laws, unless such securities are legally exempt from registration.

BORROWING MONEY

We will never borrow money or securities from a client or lend money or securities to a client.

 

CHURNING

We will never excessively trade client accounts in order to generate sales commissions.

DISCRETION

We will never exercise discretionary authority over a client account without the express written authorization to do so by the client.

FALSE OR MISLEADING ADVERTISING

We will always accurately describe the identity of the firm and the nature of the services offered by the firm.

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