Jay & Oak Solutions, LLC is delighted that you have decided to engage us to provide your business with our fractional CFO services! In order to move forward with this professional relationship, it is necessary to confirm in writing what scope of services we will be providing your business and what our respective duties and responsibilities are and set forth all agreed upon terms of engagement.

In particular, our ability to provide you with high-quality services relies on your active engagement as outlined in Client Responsibilities & Expectations below.

Upon acceptance of the terms set forth below, they will serve as our written agreement. References to Jay & Oak Solutions, LLC may also be referred to as “we” or “us” below. Your firm (as identified in the signature form below) may be identified as “Client” or “you.” If you have any questions regarding the following, please let us know.

SERVICES TO BE PROVIDED

Fractional CFO Services Package

All clients receive the following comprehensive fractional CFO services:

• “Big Picture” Analysis to identify the most critical needs in your business
• Initial education on key metrics and realistic targets for your business
• Personal and professional goal definition and ongoing tracking
• Historical financial analysis with actionable insights
• Cash flow forecasting to prevent surprises and plan for growth
• Monthly CFO strategy call (60 minutes)
• Check-in calls (no more than bi-weekly, 30 minutes)
• Unlimited asynchronous communication via your client portal
• Month-to-month contracts because we believe in earning your trust every month

Service Delivery Method

Services will be delivered through:

• Scheduled monthly strategy sessions and check-in calls (no more than bi-weekly)
• Shared Google spreadsheet for action item creation, tracking, and real-time collaboration
• Real-time communication and support through your dedicated client portal
• On-demand consultation within the scope of services

INVESTMENT LEVELS

Your monthly investment is based on your current annual revenue:

Your investment level will be determined based on your most recent 12-month revenue as verified by financial statements. Investment level adjustments will be made annually or when revenue thresholds are crossed for six consecutive months.

CLIENT RESPONSIBILITIES AND EXPECTATIONS

Communication Requirements

• Designated Contact: You are responsible for designating a primary contact person with decision-making authority to coordinate and communicate with our office regarding all CFO services.
• Portal Communication: In order to effectively track all tasks and communication, communication will occur primarily through your dedicated client portal in our practice management software. Emails and other communication methods may be used for urgent matters but are not the preferred method of communication.
• Response Time: For timely and accurate service, it is important to respond to our inquiries through the client portal within 2 business days.
• Meeting Attendance: Client representatives with decision-making authority must attend scheduled monthly strategy calls and check-in calls.
• Strategic Input: You must provide clear communication regarding business goals, strategic initiatives, and any changes in business direction that may impact financial planning.

Documentation and Data Access

• Financial Records: You are responsible for maintaining all business documentation and records in an organized fashion, including all financial records (receipts, invoices, loan and bank statements, etc.).
• Data Accuracy: You warrant that all financial and business information provided to us is accurate, complete, and current.
• Timely Provision: Financial data must be provided within agreed-upon timeframes to ensure accurate and timely CFO reporting and analysis.
• Original Records: Records you share with us should be copies of your originals unless specifically requested otherwise.

Technology and Software

• Software Costs: You are responsible for the full cost of any third-party software used while providing these services, including but not limited to accounting software, financial reporting tools, and business intelligence platforms. All associated fees will be discussed and agreed upon prior to implementation.
• System Access: As requested, you must provide appropriate read-only access to accounting systems, financial databases, and other relevant business systems necessary for CFO services.
• Client Portal: In order to maintain security of information and track tasks across time, you are responsible for actively using the client portal for all communication and document sharing related to our services. Email is not a secure method for transferring documents and should not be used for sensitive information.

Account Access and Security

• Financial Account Access: We will require read-only access to financial accounts and systems to fulfill our CFO duties under this Agreement. We will inform you what information we need for the services we will be providing you.
• Access Limitations: In accordance with proper internal controls, we require that any power to authorize transactions remains within your business. Access given to us should be read-only wherever possible.
• Security Maintenance: The maintenance and security of your accounts and systems remain your responsibility.
• Timely Access: Any failure to provide such access, documents and information on a timely basis will impede our services and may require us to suspend our services or withdraw from the engagement.

Internal Controls and Governance

• Internal Controls: You are solely responsible for the implementation and maintenance of proper internal controls processes in your business.
• Fraud Prevention: You are responsible for the design and implementation of programs and controls to prevent and detect fraud, and for informing us about all known or suspected fraud affecting the Company involving (a) management, (b) employees who have significant roles in internal control, and (c) others where the fraud could have a material effect on the financial statements.

Strategic Collaboration

• Goal Setting: You are responsible for actively participating in personal and professional goal definition and tracking processes.
• Action Item Management: You are responsible for accessing and updating the shared Google spreadsheet that tracks action items and strategic initiatives on a regular basis.
• Document Collaboration: You are responsible for actively participating in updating assigned sections of the shared tracking document to ensure accurate progress monitoring.
• Decision Implementation: While we provide strategic financial advice, you retain full responsibility for business decisions and their implementation.
• Performance Data: You are responsible for providing access to operational data necessary for KPI development and performance analysis.
• Revenue Reporting: You are responsible for accurately reporting revenue changes that may affect your investment level tier.

Compliance and Legal Matters

• Audit Participation: You are solely responsible for participating in the process of, and any outcomes of, an audit of your business’ finances, or any legal proceedings pertaining to your business that may involve your business’ finances.
• Regulatory Compliance: You remain responsible for ensuring compliance with all applicable financial regulations and requirements.

RESCHEDULING/CANCELLATION

Both parties agree to provide as much notice as possible if a scheduled call needs to be rescheduled. Cancellations within 24 hours of scheduled monthly strategy calls or check-in calls will be billed for one hour of time at the rate of $150 per hour, unless due to illness or family emergency.

PAYMENT TERMS

• Initial Payment: Your initial payment includes a one-time onboarding fee equivalent to your monthly investment plus your first month’s investment (total of 2x monthly investment due upon contract execution)
• Monthly Investment: Your ongoing monthly investment will be billed in advance on the same date each month
• Payment Methods: Payment methods will be provided in each invoice. For security purposes, paper handwritten checks are highly discouraged. Payments made by electronic payment service or credit card are subject to a payment processing fee to be paid by you (generally 3-4%)
• Due Date: Invoices are due within 30 days of the invoice date
• Late Fee: Invoices not paid within 5 business days of the due date will be subject to a late payment penalty of $75

CHARGEBACK

If, at any time, we record a decline, chargeback or other rejection of a charge of any amount due and payable on your account (“Chargeback”), this will be considered a breach of your payment obligations under this Agreement, and your use of our services may be disabled or terminated and will not resume until you submit the amount due in full, including any fees and expenses incurred by us and/or any Third Party Service for each Chargeback received (including handling and processing charges and fees incurred by the payment processor), without detracting from any other remedy that may be applicable to us under these Terms or applicable law.

CONTRACTOR’S RIGHTS UPON NONPAYMENT

We reserve the right to withhold delivery and any transfer of ownership of any current work if accounts are not current or overdue invoices are not paid in full.

OUR ROLE AS YOUR FRACTIONAL CFO

As your fractional CFO, our role is to provide strategic financial leadership and guidance to support your business objectives. We will analyze financial performance, provide strategic recommendations, develop financial forecasts and budgets, establish and monitor key performance indicators, and provide financial insight to support strategic decision-making.

Important Limitations: We are not certified public accountants and are not engaged in the practice of law, public accounting, or providing financial audit services. We will not prepare your tax statements, perform an official audit of your financial statements, or provide official legal advice. For all matters requiring specialized expertise beyond fractional CFO services (including but not limited to human resources and labor issues, transfer of ownership, tax planning), you are responsible for consulting qualified professionals to obtain specific advice and/or services. We will presume and rely on the assumption that all information and documents you provide to us are true and accurate and you have verified them internally. We cannot represent you before the Internal Revenue Service.

NATURE AND LIMITS OF GUIDANCE

Our guidance is advisory in nature only. We are not privy to the full details of your business operations, nor are we in a position to make any decisions related to your business. Therefore, you warrant that you accept full responsibility for the business, legal, or other decisions you make in response to guidance we provide, and the results of such decisions. Although we will always provide guidance that we deem is in the best interest of your business, we cannot guarantee in any way that our guidance will lead to any specific outcomes.

Our services and recommendations are based on information available at the time of analysis. We are not responsible for decisions made based on information that was not available or that materially changes after our analysis.

EXPENSES

You will reimburse us for reasonable out-of-pocket expenses incurred in rendering services under this agreement. Unless otherwise agreed, we are responsible for bearing the cost of our standard business expenses.

INSURANCE

We carry insurance policies under professional liability and cybersecurity in order to protect our clients and provide further peace of mind. We will supply you with a declaration page upon request.

BACKGROUND AND CREDIT CHECKS

If we assign persons (whether employees, independent contractors, subcontractors or agents) to perform work under this agreement that requires that the person have access to your financial information and systems, you have the right, but not the obligation, to conduct a background check as permitted by law, on all such persons before we grant them access to the information or systems. We will cooperate with you in performing the background check, and will promptly notify you of any such person refusing to undergo a background check, and will reassign them to perform other services. We will obtain all releases, waivers, or permissions required for the release of the information to you. You are responsible for the costs incident to background checks.

CONFIDENTIALITY & SECURITY

We agree to treat all materials and other information relating to the services rendered under this agreement as confidential and shall not disclose any such materials and other information to any other person unless (1) you have approved disclosure, (2) such disclosure is or becomes publicly available information by you or a third party, or (3) such disclosure is compelled by law. We further agree to respect and protect any intellectual property belonging to Client, including but not limited to proprietary processes, trade secrets, and confidential business methods, abiding by any signed or otherwise explicit agreements regarding use of Client’s intellectual property. 

While we cannot be responsible for the actions of bad actors online, we strive to maintain appropriate cybersecurity measures and data protection protocols consistent with industry standards to protect your confidential information and business data. We also carry cybersecurity insurance in the event of data breach that materially affects us or our clients.

We function according to the Jay & Oak Solutions Privacy & Security Policy (https://jayandoak.com/terms-of-use/). By signing this agreement, you agree to the terms of that policy.

INTELLECTUAL PROPERTY

All intellectual property created, developed, or provided by Jay & Oak Solutions, LLC in connection with this engagement remains the exclusive property of Jay & Oak Solutions, LLC. This includes but is not limited to the CFO report, methodologies, processes, frameworks, analysis tools, and any other proprietary resources developed or utilized in providing fractional CFO services. Client receives a non-exclusive, non-transferable license to use such intellectual property solely for the purposes of this engagement and only during the term of this agreement. Upon termination of this agreement, Client agrees to cease all use of Jay & Oak Solutions’ intellectual property and return or destroy any copies in their possession.

DOCUMENT RETENTION POLICY

It is our policy to retain engagement documentation for a period of seven years, after which time we will commence the process of destroying the contents of our engagement files.

To the extent we accumulate any of your original records during the engagement, those documents will be returned to you promptly upon completion of the engagement, and you will provide us with a receipt for the return of such records.

The balance of our engagement file, other than the completed financial statements, which we will provide to you at the conclusion of the engagement, is our property, and we will provide copies of such documents at our discretion and if compensated for any time and costs associated with the effort.

In the event we are required to respond to a subpoena, court order or other legal process for the production of documents and/or testimony relative to information we obtained and/or prepared during the course of this engagement, you agree to compensate us at our standard hourly rates then existing for the time we expend in connection with such response, and to reimburse us for all of our out-of-pocket costs incurred in that regard.

CONTRACTOR ROLE

Jay & Oak Solutions LLC is for all purposes an independent contractor and is not your employee. There is no intention by either party to create a joint venture, partnership, or other relationship that might impose a fiduciary obligation on us or you in the performance of this agreement. We agree and acknowledge that we are obligated to report as income all compensation received for services under this agreement and pay any and all necessary taxes.

TERM AND TERMINATION

This agreement operates on a month-to-month basis and may be terminated by either party without cause with 30 days written notice delivered through the client portal.

The following occurrences will be considered termination for cause and will be grounds for immediate termination if, upon 5 days notice, the breaching party cannot or will not cure the potential breach:

• Outstanding payment not rendered after invoiced within the payment terms indicated on the invoice
• Fraud, theft, misrepresentation, or other deceptive conduct
• Conviction of a crime that affects the business relationship
• Conduct by either party that reasonably could be expected to damage either party’s reputation or public standing
• Repeated failure to reply to communications through the client portal after repeated attempts
• Not providing necessary material or information in order to further or complete the services agreed to under this agreement

OBLIGATION UPON TERMINATION

Invoices not under reasonable dispute are immediately due and payable to us. Any unused funds held in retainer will be immediately returned to you. Besides unused retainer, you waive your right to claim a refund for any contracted service for which you have already paid, as long as we made a good faith attempt to complete the services in a timely manner within our reasonable capacity to do so.

INDEMNIFICATION

In the event that we are or may be obligated to pay any cost, settlement, judgment, fine, penalty, or similar award or sanction as a result of a claim, investigation, or other proceeding instituted by any third party, and if such obligation is or may be a direct or indirect result of any inaccurate or incomplete information that you provide to us during the course of this engagement, you agree to indemnify us, defend us, and hold us harmless as against such obligation.

NOTIFICATION OF A CONFLICT OF INTEREST

If it is discovered that we have an outstanding agreement or obligation that conflicts with any of the provisions of this Agreement, we will notify you before accepting payment. Further, we will not enter any agreements or obligations that would conflict with any of the provisions of this agreement or that would preclude us from complying with the terms of this agreement.

We will promptly disclose any actual or potential conflicts of interest that may arise during the engagement and will not engage in any activities that would compromise our ability to provide objective advice.

DISPUTE RESOLUTION

The parties will attempt to promptly resolve any dispute or controversy arising out of or relating to the formation, performance or termination of this Agreement. If the parties are unable to negotiate and settle in good faith, the matter shall proceed to mediation.

Any mediation initiated as a result of this engagement shall be administered within Multnomah County Oregon, by an agreed upon qualified third-party mediation organization, according to its mediation rules, and any ensuing litigation shall be conducted within said county, according to Oregon law.

The costs of any mediation proceeding shall be shared equally by the participating parties.

ASSIGNMENT

This agreement may not be assigned by either party without prior written consent of the other party.

GOVERNING LAW

This agreement will be governed, construed and controlled by the laws of the State of Oregon. You further consent to the jurisdiction of the state and federal courts sitting in the State of Oregon.

ENTIRETY

This agreement is the entire agreement of the parties and supersedes any prior agreements between them with respect to the subject matter of this agreement.

WAIVER

Either party’s failure to insist upon the strict performance of any of the duties or agreements in this agreement will not be deemed a waiver of any subsequent breach.

ELECTRONIC SIGNATURE

This Agreement may be digitally signed by you and you agree that any signature on this Agreement is the same as a handwritten signature for the purposes of validity, enforceability, and admissibility.

Thank you for your business and your trust in us. We look forward to serving as your fractional CFO and contributing to your business success!

Sincerely,

Jonathan Strunin
Jay & Oak Solutions, LLC
An Oregon Limited Liability Company

CLIENT ACCEPTANCE:

By signing below, Client acknowledges reading and understanding this Agreement and agrees to be bound by its terms: