PROFESSIONAL SERVICES AGREEMENT
This Professional Services Agreement is entered into as of September 24, 2016, by and between Jumpstart Capital Funding, Inc., (“Vendor”), and “______________” (“CO”) on the terms and conditions set forth below.
Description: Vendor will provide to CO the information, reports, and other support materials related to each of the items listed in the Scope of Work set forth in this agreement.
Prohibitions: CO and Vendor agree that neither Vendor nor any of its officers, directors, employees, contractors, third-party service providers or agents (collectively, “Vendor Personnel”) will perform any Services other than those described in this Agreement or a signed addendum between the parties expressly referencing this Agreement. Vendor cannot serve CO in the actual capital raise, as it does not possess a securities license, and is legally unable to sell securities, receive commissions or finder’s fees related to a capital raise.
Scope of Work: Vendor will provide the following services to CO:
- Company Structure (Create New Business as a Series LLC).
- Assist in the process of building business credit.
- Complete application for D & B Number.
- Assist in the preparation of all materials necessary to raise new capital (for future expansion purposes).
- Create Business Plan as needed.
- Create one-page Term Sheet for prospective investors.
- Prepare Offering Document.
- Prepare Subscription Agreement.
- Prepare Financial Forecasts.
- Prepare Use of Funds forecast.
- Prepare Fundraising Package for distribution to prospective investors.
- Provide additional services on an as-needed basis (including management services).
Delivery of each of the services/end products will be made on a “priority basis.” Both the Vendor and CO will provide necessary information to facilitate completion of each deliverable in a timely fashion. The order of priority of deliverables will be determined (and, redefined, as necessary) by both CO and Vendor, and documented in writing (via email).
CO, upon execution of this Agreement, will pay to Vendor a retainer in the amount of Five Thousand Dollars ($5,000.00). CO will pay hourly fees in the amount of $195.00 per hour for services rendered against the retainer. In the event fees exceed the retainer, hourly fees will be billed at a rate of $195.00 per hour.
Upon completion of each service/product, Vendor will notify CO, in writing (via email) of the remaining balance of the retainer. In the event fees exceed the retainer amount, the Vendor will invoice CO based on the fee schedule detailed in paragraph 2a of this Agreement; invoices are due and payable within ten (10) days of receipt.
Any and all reasonable expenses that Vendor may incur will be pre-approved by CO, in writing, and will be reimbursed by CO within ten (10) days of receipt of invoice.
Payment of retainer may be made by wire (wire instructions attached – Exhibit “A”), check (drawn on U.S. bank only), cashier’s check, or money order.
Please make checks, cashier’s check or money order payable to:
Jumpstart Capital Funding, Inc.
a. Definition. In connection with Vendor’s performance of the Services, CO may furnish to Vendor certain information supplied in confidence, whether specifically disclosed to Vendor or otherwise acquired by Vendor in its performance under this Agreement. Confidential Information includes may include technical and non-technical information, IP Rights, know-how, designs, techniques, plans or any other information relating to any research project, work in process, future development, marketing or business plans or financial or personnel matters relating to CO or its present or future products, sales, suppliers, customers, employees, investors or Affiliates. Certain Confidential Information may be information received by CO from a third party, and Vendor will treat all Confidential Information in accordance with the terms of this Agreement.
TERM AND TERMINATION
Term: The Term of this Agreement shall commence upon Vendor’s receipt of both a signed and dated Agreement, and the retainer payment in full, and shall end upon Vendor’s completion of the scope of work, and written Agreement.
Termination for Cause: CO may terminate for cause this Agreement, or any Statement of Work, in whole or in part, if Vendor breaches any provision of this Agreement or Statement of Work. Vendor may terminate for cause this Agreement if they are unable to obtain the necessary information from CO in order to fulfill its responsibilities as defined in this Agreement, or for non-payment of fees as described in this Agreement.
This Agreement represents the entire understanding of the parties regarding the Services, and supersedes all prior or contemporaneous understandings or negotiations, whether oral or written implied or express. Any modification to the
Agreement or any document entered into under this Agreement will require a writing signed by both parties.
Jumpstart Capital Funding, Inc., and its representatives, are not attorneys, or licensed securities brokers; it is a team of Business Professionals. Jumpstart Capital Funding, Inc. recommends that all of our clients consult with a licensed attorney for any matters that require this type of expertise.
IN WITNESS WHEREOF, this Agreement is executed by an authorized representative of each party as of the Effective Date set forth above.