The Startup Garage

Fractional CFO Contract


THIS CONSULTING AGREEMENT (the “Agreement”) is between The Startup Garage, LLC (the “Consultant”), of 1630 Welton Street, #400, Denver, CO 80202 and the person or organization (the “Client”) who is listed in the signature section of the contract, is effective as of the date established by the date of digital signature (the “Effective Date”).

  1. Consulting Services. Subject to the terms and conditions of this Agreement, Client engages Consultant as an independent contractor to provide certain services and products (the “Services and Products”) in consideration of certain payments or other consideration (the “Fees”) all as detailed and set forth on Exhibit No. 1 attached to and considered part of this Agreement, and Consultant accepts such 
  2. Consultant is an Independent Contractor. The relationship between Client and Consultant is that of independent contractor and client. Nothing in this Agreement will be regarded as creating any relationship (e.g., employer/employee, joint venture, partnership, shareholder) between the Parties other than an independent contractor relationship. Client is not required to provide any training, management, equipment or supplies to Consultant. In addition, Client does not have the right to manage, control or otherwise direct the details, manner or means by which Consultant accomplishes its obligations under this Agreement including, without limitation, when and where Consultant’s services are performed, what supporting services are used and what order or sequence is followed. Consultant is not obligated to provide the Services and Products during any particular daily work schedule. Consultant is free to provide services and products to other parties in the general market while providing the Services and Products described on Exhibit No. 1 to the Client. Consultant is responsible for the payment of all his own federal income taxes, self-employment taxes (FICA), and applicable workers’ compensation payments, as well as any corresponding state/provincial, county and local taxes, and Consultant agrees to satisfy all such responsibilities. Consultant hereby waives any claims Consultant has or may have against Client now or in the future respecting taxes and the right of Client not to withhold, not to pay and not to contribute any taxes on behalf of Consultant.
  3. Billing Practices: Fee Schedule, Retainers, Statement and Invoicing and Payments.
  4. Fee Schedule: Client agrees to pay for the Services and Products according to billings submitted by the Consultant for fees calculated at hourly rates and/or at set fees (the “Fee Schedule”) listed on Exhibit No. 1. The Consultant’s hourly fees shall include but not be limited to meetings with Client’s team, internal meetings of Consultant’s staff, phone calls, travel time both local and long distance, and general work preparing, reviewing and editing the Services and Products. From time to time Consultant’s staff will need to confer internally regarding the Client’s Services and Products. When they do so confer, each of Consultant’s staff will charge for the time expended according to the Fee Schedule. All billings according to the Fee Schedule will be rounded up to the next 1/4 (15-minute) of an hour.
  5. Estimate of Total Compensation and Fees; Advanced Retainer: The Consultant has provided an estimate of the total compensation and fees for the Services and Products which is set forth on Exhibit No. 1. The amount of the total compensation paid to Consultant will be based on Consultant’s actual hourly time charges according to the Fee Schedule; along with any out of pocket disbursements such as reports purchased and travel, all as set forth on Consultant’s billing statements. The Client agrees to pay Consultant an advanced retainer (the “Advanced Retainer”) described on Exhibit No. 1 upon signing of this Agreement.
  6. Additional Retainers, Statements and Invoices. Consultant will bill time and services rendered against the Advanced Retainer. When the Advanced Retailer is approximately 80% consumed, Consultant will provide the Client with a statement of its account for billings according to the Fee Schedule and shall also provide a new retainer invoice according to the project total compensation estimate. Should this new retainer amount exceed the final costs for the project, any remaining funds will be refunded at the termination of the contract as long as Consultant has been fully paid for all services rendered and all other costs incurred. Should this estimate not cover the final cost, additional invoices will be provided to Client. The retainer is to maintain a positive balance until contract termination when possible.
  7. Billings; Credit/Debit Card Authorization. The Client hereby authorizes the Consultant to charge client’s credit/debit card for payments of goods and services primarily related to business consulting. By authorizing this contract, Client understands and acknowledges that payment in full/partial will be made when billed. Client hereby waives his/her right to dispute these charges.
  8. Term and Termination. 
    1. The term of this engagement shall commence on the Effective Date and will remain in effect until termination as described hereafter.
    2. Immediate Right of Termination. Either Party shall have the right to immediately terminate this Agreement by giving written notice to the other for any reason. 30 day notice is suggested but not required.
  9. Indemnification. Client agrees to indemnify the Consultant and Consultant’s officers, agents and representatives and affiliates against any and all losses, claims, damages or liabilities (collectively, “Damages”) of any kind to which Consultant becomes subject directly or indirectly related to or arising in connection with the performance by Consultant of services hereunder, unless it is finally judicially determined that such Damages arose out of negligence or willful misconduct of Consultant. In no event shall Consultant have any liability under this agreement whether based on Consultant services, contract, tort (including but not limited to strict liability and negligence), and or any other legal or equitable grounds, for any failure to obtain funding, for loss of profit or loss of revenue for or by Client for any actual direct, indirect, incidental, consequential, exemplary, punitive, statutory, multiplied, and/or special damages.
  10. Disputes, Mediation, Arbitration Applicable Law. If a disagreement arises between the parties that cannot be settled between the parties, San Diego, CA Small claims court may be used as remedy. If the disagreement or remedy sought does not meet the criteria of this court, mediation or arbitration must be used as other options. The Parties agree that any and all such disputes shall be submitted to professional mediator chosen by them and paid for equally by them and failing resolution thereby, they shall submit the dispute to binding non-appealable arbitration before a mutually agreeable private arbitration entity or forum; and the arbitration fees, costs and expenses of any such private arbitration the Parties mutually agree upon will be split and paid by the Parties pending the ruling by the arbitrator. The Parties also specifically agree that the prevailing Party in any arbitration or any court proceeding relating to the resolution of any and all disputes between the Parties, shall be awarded its reasonable attorney’s fees, expenses and costs incurred in connection with such arbitration or court proceeding. It is further agreed that any and all arbitration awards will be binding and enforceable in the San Diego County District Courts and/or in the Federal District Court for the State of California. The terms of this Agreement will be governed by and construed in accordance with the laws of the State of California. If any provision of the Agreement shall be found invalid or unenforceable, then such provision shall not invalidate or in any way affect the enforceability of the remainder of the Agreement. No amendments to or modifications of the Agreement shall be valid or binding unless made in writing and signed by both Client and Consultant.
  11. Notices. Any notice required to be given pursuant to this Agreement shall be in writing and mailed by certified or registered mail or email. The address for such notification shall be as set forth on page one of this Agreement unless written notice of change is provided by one Party to another.
  12. Non-Recruit and Non-Solicitation. During the Term and continuing for 12 months after the expiration or termination of this Agreement, Client will not directly or indirectly, whether individually or as a principal, partner, agent, employee, employer, consultant, joint venturer, or investor, or as a director or officer of any corporation, association, or other entity or in any other manner or capacity whatsoever: (a) hire, solicit, or encourage to leave Consultant’s employment or service, any employee, consultant, or contractor of the Consultant; or (b) induce or attempt to induce any distributor, supplier, vendor, manufacturer, representative, agent or other person or entity transacting business with Consultant to terminate their relationship or association with Consultant unless.
  13. Recruitment of Consultant Staff Persons. In exception to Section 9 above, the Client may hire or contract or engage directly with an employee, consultant or subcontractor of the Consultant (the “Staff Person”) so long as Client pays placement fee to the Contractor (as described below). If a Client agrees to pay a placement fee to Consultant in the amount of 25% of the Staff Person’s estimated total first year’s compensation, including estimated commissions and bonuses, and any signing bonus. Such fee is not subject to reduction even if the Staff Person’s employment terminates. Client will be obligated to pay such fee whenever.A Staff Person is hired or engaged, directly or indirectly, for any position, as an employee, consultant, or independent contractor, by the Client, its affiliates, parents, or subsidiaries, or
    1. A Staff Person is referred by the Client to another third party employer or is hired, directly or indirectly, for any position, as an employee, consultant, or independent contractor, by such employer
    2. Client agrees to pay the fees within 15 days date of hire. Interest of 1% per month will be charged on unpaid fees more than 15 days past due. Client agrees to reimburse Consultant for all reasonable costs of collection of such fees, including attorney.
    1. Agreement Binding on Successors. This Agreement shall be binding upon and shall inure to the benefit of the Parties hereto, their heirs, administrators, successors and assigns.
    2. Transfer and Assignability. This Agreement may not be assigned by a Party without the prior written consent of the other Party. Consent to such a transfer under this Section shall not constitute a waiver of any claims a party may have against the transferor or assignor under this Agreement, nor shall it be deemed a waiver of a Party’s right to demand exact compliance with any of the terms or conditions of the Agreement by the assignee or transferee.
    3. No waiver by either Party of any default shall be deemed as a waiver of any prior or subsequent default of the same or other provisions of this Agreement.
    4. If any provision hereof is held invalid or unenforceable by a court of competent jurisdiction, such invalidity shall not affect the validity or operation of any other provision and such invalid provision shall be deemed to be severed from the Agreement.
    5. This Agreement constitutes the entire understanding of the Parties, and revokes and supersedes all prior agreements between the parties and is intended as a final expression of their Agreement. It shall not be modified or amended except in writing signed by the parties hereto and specifically referring to this Agreement. This Agreement shall take precedence over any other documents which may be in conflict herewith.

Exhibit No. 1

  1. Description of Services and Products. The scope of this engagement includes delivery of the following Products:
  • General CFO Services as directed by Client.
  1. Fee Schedule.
  • CFO – $225 per hour (discounted to $200 per hour with minimum 10 hours per month) 
  • Client agrees to cover all long distance travel expenses (i.e. greater than 60 miles) including but not limited to transportation and accommodations (Food & Lodging) with pre approval.
  • All long distance (>60 miles) travel time will be billed at 30% of normal rate with a maximum day rate cap of $500 with pre approval.
  1. Advanced Retainer.
  • Consultant estimates that the total fees for month 1 is on the first invoice. Future months retainer will be discussed as we move forward.  If the retainer is depleted before the month end additional fees will be requested to refill the retainer. Retainer must maintain a positive balance at all times. This will vary month to month depending on Client’s needs.
  • The amount of the total compensation paid to Consultant will be based on Consultant’s actual hourly time charges according to the Fee Schedule; along with any out of pocket disbursements such as reports purchased and travel, all as set forth on Consultant’s billing statements.

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The Startup Garage https://thestartupgarage.com
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Document name: Fractional CFO Contract
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March 21, 2018 11:38 am PSTFractional CFO Contract Uploaded by Tyler Jensen Jensen - tyler@thestartupgarage.com IP 172.56.4.31