Jay & Oak Solutions, LLC is delighted that you have decided to engage our 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 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 individual name or organization (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

The Scope of Services is referenced in the initial retainer invoice. The Scope of Services in its entirety is included in this agreement, and you must review the Scope of Services prior to entering into this agreement.

The Scope of Services includes a link to one or more Service Addenda to this agreement. The Service Addenda reference terms specific to the services we will deliver to you (e.g., financal advisory, coaching, etc). Any terms located in the Service Addenda are included as part of this agreement.

In the instance that the Scope of Services is changed upon agreement of all parties, this agreement will be re-signed by the Client, with a reference to the applicable Addenda in the next invoice.

Client’s Responsibilities

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 services.
• Portal Communication: In order to effectively track all tasks and communication, we reserve the right to ensure that 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 within 2 business days.
• Meeting Attendance: Client representatives with decision-making authority must attend scheduled calls. Meeting format will be virtual as a default, unless circumstances allow us to attend in-person meetings, which is solely at our determination.
• Strategic Input: Ahead of our engagement, you must endeavor to provide clear and proactive communication regarding any significant changes in goals, strategic initiatives, and any other changes in business direction that would impact the delivery of our services.

Documentation and Data Access

• Records Maintenance: You are responsible for maintaining all business documentation and records in an organized fashion. Specific recordkeeping requirements for financial services are detailed in the Addendum C or D
• Data Accuracy: You warrant that all information provided to us is accurate, complete, and current.
• Timely Provision: Data and information must be provided within agreed-upon timeframes to ensure accurate and timely service delivery.

Technology and Software

• Software Costs: You are responsible for the full cost of any third-party software used while providing these services. All associated fees will be discussed and agreed upon prior to implementation.
• System Access: As requested, you must provide appropriate access to third-party or internal systems, databases, and other relevant business systems necessary for our service delivery. Specific access requirements are detailed in the applicable Service Addendum.
• 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.

Strategic Collaboration

• Goal Setting: You are responsible for actively participating in goal definition and tracking processes as applicable to your service type.
• Action Item Management: You are responsible for accessing and updating the shared tracking system for managing action items and strategic initiatives on a regular basis.
• Document Collaboration: You are responsible for actively participating in updating assigned sections of shared tracking documents to ensure accurate progress monitoring.
• Decision Implementation: While we provide strategic advice, you retain full responsibility for business decisions and their implementation.
• Performance Data: You are responsible for providing access to operational data necessary for service delivery as outlined in your Service Addendum.

RESCHEDULING/CANCELLATION

Both parties agree to provide as much notice as possible if a scheduled call needs to be rescheduled.

• 24-Hour Notice Required: Cancellations or reschedule requests must be made at least 24 hours before the scheduled session time
• Late Cancellation Fee: We reserve the right to bill one hour of time at the rate of $150 per hour for cancellations within 24 hours of scheduled calls, unless due to illness or family emergency
• No-Show Policy: Failure to attend a scheduled session without prior notice will be billed at the full session rate and the session will be considered complete

PAYMENT TERMS

• Initial Payment: Your initial payment includes a retainer for services to be provided. Details are provided in the Scope of Services on the initial invoice.
• Additional Investment: Your ongoing investment, and the method of billing is provided in the Scope of Services.
• 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: The retainer invoice is due upon receipt. All additional 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
  
  • Continued Non-Payment: If payment remains outstanding for more than thirty (30) days past the due date, we reserve the right to:
  • Suspend all services until payment is received in full
  • Charge interest on overdue amounts at the rate of 1.5% per month (18% per annum) or the maximum rate permitted by law, whichever is less
  • Pursue collection through third-party collection agencies or legal action
• Collection Costs: You agree to pay all costs of collection, including reasonable attorney fees, court costs, and collection agency fees, incurred in collecting any amounts owed under this agreement

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. For ongoing service relationships, we reserve the right to suspend services and cancel scheduled sessions if payment obligations are not met.

OUR ROLE AS YOUR ADVISOR

As your advisor, our role is to provide strategic leadership and guidance to support your objectives. Depending on your selected services, we may analyze performance, provide strategic recommendations, develop plans and forecasts, establish and monitor key performance indicators, facilitate strategic discussions, provide coaching support, and deliver other services as outlined in your Service Addendum.

NATURE AND LIMITS OF GUIDANCE

Our guidance is advisory in nature only. We are not privy to the full details of your business operations or personal circumstances, nor are we in a position to make any decisions related to your business or personal matters. Therefore, you warrant that you accept full responsibility for the business, legal, personal, or other decisions you make in response to guidance we provide, and the results of such decisions.

Specific limitations regarding professional credentials, scope of services, and what we do not provide are detailed in the applicable Service Addendum.

INSURANCE

We carry insurance policies under professional liability and cybersecurity in order to protect our clients and provide further peace of mind. We maintain the following minimum coverage:

• Professional Liability Insurance: Minimum $1,000,000 per occurrence
• Cyber Liability Insurance: Minimum $1,000,000 per occurrence

We will supply you with a certificate of insurance upon request. We will maintain these policies in full force and effect throughout the term of this agreement. In the event our insurance coverage lapses or is cancelled, we will notify you in writing.

Additional service-specific insurance coverage is detailed in the applicable Service Addendum.

SUBCONTRACTORS AND DELEGATION

We reserve the right to use subcontractors, independent contractors, or other agents to perform services under this agreement. We remain fully responsible for the performance and professional conduct of any subcontractors we engage. All subcontractors will be bound by the same confidentiality and professional standards as outlined in this agreement. If you have concerns about a particular subcontractor, you may request their replacement, and we will make reasonable efforts to accommodate such requests.

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 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.

Team Engagements: In team coaching, facilitation, or group consulting settings, we will maintain confidentiality regarding specific individual disclosures, but general themes and patterns may be shared to support team development. All participants are expected to maintain confidentiality regarding others’ contributions.

Data Security Standards: We maintain appropriate cybersecurity measures and data protection protocols consistent with industry standards to protect your confidential information and business data, including:

• Encryption of sensitive data in transit and at rest
• Secure password practices and multi-factor authentication where available
• Regular software updates and security patches
• Restricted access to client information on a need-to-know basis
• Secure backup procedures

Data Breach Notification: In the event of a data breach known to us that compromises your confidential information, we will notify you within 72 hours of discovering the breach and will provide details about the nature of the breach, the data affected, and steps being taken to address the breach.

Data Handling and Retention: Client data will be stored securely in accordance with our Document Retention Policy. Upon termination of services, we will either return or securely destroy client data as requested, retaining only what is required for legal and regulatory compliance.

While we cannot be responsible for the actions of bad actors online, we carry cybersecurity insurance in the event of a 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.

Service-Specific Confidentiality Provisions: Additional confidentiality considerations specific to certain service types are detailed in the applicable Service Addendum.

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 reports, methodologies, processes, frameworks, analysis tools, coaching models, and any other proprietary resources developed or utilized in providing the agreed upon services.

Client receives a non-exclusive, non-transferable license to use such intellectual property solely for the purposes of this engagement. For coaching and consulting services, you may continue to use tools and frameworks learned during our engagement for your personal and organizational benefit after termination, but agree not to reproduce or distribute our proprietary materials to third parties for commercial purposes or training others without our express written consent.

Upon termination of this agreement for financial services, Client agrees to cease all use of Jay & Oak Solutions’ intellectual property related to ongoing service delivery and return or destroy any copies in their possession, unless otherwise agreed.

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 completed deliverables 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.

TERM AND TERMINATION

For Project-Based Engagements: This agreement operates on a project basis and may be terminated by either party without cause with 30 days written notice delivered through the client portal.

For Monthly Retainer Engagements: 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.

For All Engagements: 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
• Behavior that creates an unsafe or unproductive working environment

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 on a prorated basis for incomplete work periods. 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 and services.

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 AND SUPERSEDING PRIOR AGREEMENTS

This agreement, including the applicable Service Addendum(s) referenced in your initial invoice, constitutes the entire agreement between the parties and supersedes all prior agreements, understandings, negotiations, and discussions, whether oral or written, between the parties with respect to the subject matter of this agreement.

For Existing Clients: If you are currently working with Jay & Oak Solutions under a previous agreement, by signing this agreement you acknowledge that this agreement and the applicable Service Addendum(s) completely replace and supersede any and all prior service agreements between you and Jay & Oak Solutions, LLC. All services moving forward will be governed solely by the terms of this agreement and the referenced Service Addendum(s).

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.

SEVERABILITY

If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be deemed modified to the minimum extent necessary to make it valid and enforceable. If such modification is not possible, the provision shall be severed from this Agreement. In either case, the remaining provisions of this Agreement shall continue in full force and effect and shall not be affected by the invalid, illegal, or unenforceable provision or by its severance from this Agreement.

LIMITATION OF LIABILITY

Liability Cap: To the maximum extent permitted by law, our total liability to you for any and all claims arising out of or related to this agreement, whether in contract, tort, or otherwise, shall not exceed the total fees actually paid by you to us under this agreement during the twelve (12) months immediately preceding the event giving rise to the claim.

Excluded Damages: In no event shall we be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, loss of revenue, loss of data, loss of business opportunity, or business interruption, even if we have been advised of the possibility of such damages.

Exceptions: The limitations set forth in this section shall not apply to:

• Claims arising from our gross negligence or willful misconduct
• Breaches of our confidentiality obligations
• Claims arising from fraud or intentional misrepresentation
• Any liability that cannot be excluded or limited by applicable law

Advisory Nature and Client Responsibility: You acknowledge that you retain full responsibility for all business decisions and their implementation. We are not liable for losses resulting from your business decisions, even if made in reliance on our advice. We are not privy to the full details of your business operations or personal circumstances, nor are we in a position to make any decisions related to your business or personal matters.

FORCE MAJEURE

Neither party shall be liable for any failure or delay in performing its obligations under this agreement (except for payment obligations) to the extent such failure or delay is caused by events beyond the reasonable control of that party, including but not limited to acts of God, natural disasters, war, terrorism, civil unrest, labor disputes, epidemics, pandemics, government actions or restrictions, utility failures, or internet/telecommunications failures (each, a “Force Majeure Event”).

The party affected by a Force Majeure Event shall:

• Notify the other party as soon as reasonably practicable
• Use reasonable efforts to mitigate the impact of the Force Majeure Event
• Resume performance as soon as reasonably practicable after the Force Majeure Event ceases

If a Force Majeure Event continues for more than thirty (30) days, either party may terminate this agreement upon written notice without liability, except for obligations accrued prior to termination.

WARRANTY DISCLAIMERS

Services Provided “As Is”: Our services are provided on an “as is” and “as available” basis. To the maximum extent permitted by law, we disclaim all warranties, express or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

No Guarantee of Results: We do not warrant or guarantee that our services will achieve any particular results, outcomes, or financial performance. Success depends on numerous factors beyond our control, and we make no representations about the results you may or may not achieve. Although we will always provide guidance that we deem is in the best interest of your situation, we cannot guarantee in any way that our guidance will lead to any specific outcomes.

Information Accuracy and Currency: While we strive to provide accurate information and analysis, we do not warrant that all information, analysis, or advice will be error-free, complete, or current. Our services and recommendations are based on information available at the time of analysis and may not account for subsequent changes. We are not responsible for decisions made based on information that was not available or that materially changes after our analysis.

Third-Party Services: We are not responsible for and make no warranties regarding any third-party software, services, or products you may use in connection with our services, even if we recommend or facilitate their use.

Client Acknowledgment: You acknowledge that you have not relied on any representations or warranties not expressly stated in this agreement.

AMENDMENTS AND MODIFICATIONS

This agreement may only be amended or modified by a written document agreed upon by both parties (including e-mail or electronic communication through the portal). No oral modifications or amendments will be recognized or enforceable.

Amendments may be executed electronically in the same manner as this agreement. Each party agrees to respond to proposed amendments within ten (10) business days or the proposal will be deemed rejected.

REPRESENTATIONS AND WARRANTIES

Client Representations: You represent and warrant that:

• You have full power and authority to enter into this agreement
• The person signing this agreement is authorized to bind the Client to its terms
• You own or have the necessary rights to all materials, information, and data you provide to us
• All information and documentation you provide will be accurate, complete, and current
• You will comply with all applicable laws and regulations in connection with this agreement
• There are no legal or contractual restrictions that would prevent you from entering into or performing under this agreement

Our Representations: We represent and warrant that:

• We have full power and authority to enter into this agreement and provide the services
• We will perform services in a professional and workmanlike manner consistent with industry standards
• We have the necessary skills, qualifications, and resources to perform the services
• We will comply with all applicable laws and regulations in providing services
• We maintain appropriate professional liability and cybersecurity insurance

SURVIVAL OF TERMS

The following provisions shall survive the termination or expiration of this agreement:

• Payment obligations for services rendered prior to termination
• Confidentiality & Security
• Intellectual Property
• Indemnification
• Limitation of Liability
• Warranty Disclaimers
• Document Retention Policy
• Dispute Resolution
• Governing Law
• Any other provisions that by their nature should survive termination

THIRD-PARTY BENEFICIARIES

This agreement is for the sole benefit of the parties hereto and their permitted successors and assigns. Nothing in this agreement, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this agreement.

ELECTRONIC SIGNATURE AND COUNTERPARTS

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.

This agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Electronic copies of executed counterparts shall be deemed originals for all purposes.

Thank you for your business and your trust in us. We look forward to serving you!

Sincerely,

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