Latest Revision Date: March 10, 2023 at 2:03 PM PST (USA)

AGREEMENT.   The following is a Consultation Agreement (“Agreement”) between Virtual Organization Advisors (“VOA”) and a client’s organization (“Client) and duly appointed representatives (“Client Executives”). As a condition of Consultation, Client agrees that all current and future content of the VOA website, including all embedded links to both internal and external content and sources, have been used and will continue to be used, respectively, as the sole basis for entering into this Agreement with VOA.   Furthermore, Client agrees that the addition of new website content unacceptable to the Client shall never constitute the basis for requesting a cancellation of any scheduled Consultation via Videoconference and for requesting a refund.

TERM OF AGREEMENT. This Agreement shall become effective as of the date of its execution and will remain in effect for the duration of the Consultation plus a period of ninety (90) days from the date of the conclusion of the Consultation unless terminated sooner, by either party, upon giving to the other party thirty (30) days’ written notice (“Advance Notice”), after which time this Agreement is terminated.

SURVIVAL. All provisions regarding indemnification, warranty, liability, and limits thereon, and confidentiality and/or protections of proprietary rights and trade secrets shall survive the termination of this Agreement.

STRICT PRIVACY POLICY. Unless required by law, all client and contact information will remain private and will never be disclosed to any third-party without a need-to-know.

CONFIDENTIALITY AGREEMENT. All information exchanged between VOA, Client, and Client Executives (the “Parties”) during the course of the Consultation is considered confidential and proprietary and shall be treated as such by the Parties.

SEVERABILITY. If any of the provisions of this Agreement are held to be invalid or unenforceable, all other provisions shall nevertheless continue in full force and effect.

SCOPE OF CONSULTING ENGAGEMENT. This Virtual Organization Consultation Engagement (“Consultation”) is strictly limited to the sharing of cursory-to-expert knowledge on any number of topics related to virtual organizations that a VOA Consultant possesses and which DOES NOT REQUIRE any formal research and advance preparation. Such Consultation is strictly oriented toward providing insights into virtual organization issues that Client is either experiencing or needs further information for consideration; and to referring Client to the appropriate virtual organization sources or entities which are able to effectively deal with their issues, most of whom, if not all, are either directly or indirectly affiliated with VOA.

DATE AND TIME OF CONSULTATION. The date and time of Consultation is reflected in the CONSULTATION RSVP DATE AND TIME CONFIRMATION outlined in a subsequent header within this Agreement. Such date and time confirmation is NOT subject to change without written confirmation by both Parties.

LENGTH OF CONSULTATION. No set amount of time is prescribed for a consultation. However, the length of a consultation session is limited to One (1) Full Hour.

NUMBER OF VIDEOCONFERENCE ATTENDEES. Up to three (3) Client Executives are allowed to participate in the Consultation, subject to full disclosure of their identities and meeting all RSVP requirements which will be outlined in detail in the videoconference instructions for each Client Executive. Other than by virtue of a force majeure event or incident, under no circumstances will a separate or remedial consultation session be allowed for any Client Executive who fails to show up for, or to attend, the scheduled consultation on a timely basis. Thus, once a Consultation date and time has been confirmed, ALL Parties are required to attend.

CONSULTING VENUE. Consultation will be provided via Videoconference on a VOA-provided Videoconference Platform (“Consulting Venue”) in a private environment and in accordance with VOA’s Virtual Organization Videoconference Protocols. Client is specifically prohibited from using any other medium or venue for the Consultation. Failure to observe this specific clause will automatically result in a material breach of this Agreement and be cause for immediate cancellation of the Scheduled Videoconference.

CONSULTATION ENGAGEMENT FEE. A set fee of USD $15,000 is charged per consultation engagement with up to three (3) internal stakeholders.  That means your organization is charged per virtual organization consultation session and NOT on a per person or per minute basis.  In other words, the fee remains the same regardless of the number of meeting participants or the amount of time spent, subject to the limit of 3 internal stakeholders and the maximum of one hour allotted per consultation session.

STANDARD PAYMENT INFORMATION. In addition to the US dollar, VOA accepts any of the following currencies or commodities: Russian ruble (₽) ::: Chinese yuan (CN¥) ::: Japanese yen (JP¥) ::: Swiss franc (CHF) ::: South African rand (ZAR) ::: European Euro () ::: Pound sterling (£) ::: Singapore dollar (S$) ::: Kuwaiti dinar (KD) ::: Cayman Islands dollar (KYD) ::: Haitian gourde (G) ::: Mexican peso (Mex$) ::: Gold ::: Silver ::: Platinum ::: Palladium ::: Diamond.   (VOA may also consider other currencies and payment methods in the future.)

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CONSULTATION RSVP DATE AND TIME CONFIRMATION: Details regarding the Consultation and the Consulting Venue will be furnished to Client upon execution of the consulting engagement Agreement and receipt of full payment of engagement fees prior to the day of Consultation.

REFUND POLICY.   Once payment for the Consultation has been duly authorized by an authorized official of,  AND PAID by,  said Client’s organization, then NO REFUND shall be made to Client under any circumstances whatsoever.

TAX COMPLIANCE MATTERS. For all intents and purposes, Virtual Organization Advisors is considered a US person subject to the laws of the United States and will address any income tax implications related to OUR tax jurisdiction and indemnify your organization against any damages incurred by your breach of any applicable payment reporting law applicable to your specific situation in your legal jurisdiction.

OFFICIAL VENUE.  The official and proper jurisdiction for all disputes regarding this Agreement shall be in the COUNTY OF LOS ANGELES, CALIFORNIA, UNITED STATES OF AMERICA.  This Agreement shall be governed by California law without reference to its conflicts of law principles.

AGREEMENT TO TERMS.   By submitting online a Request for Consultation via Videoconference, the applicant or other duly authorized official hereby agrees to and binds their organization to the terms of this Agreement.

rev. March 10, 2023

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