Tier 1- MASTER – Financial Consultant Agreement

FINANCIAL CONSULTANT AGREEMENT

This Financial Consultant Agreement (“Agreement”) is dated [date] (“Effective Date”) and is between [Party1], a [state] [entity] with address [address] (“Client”) and Aqua Luxury Consulting, a [state] [entity] (“Consultant”).

Recitals

• Client wishes to engage Consultant to provide certain financial consulting services; and
• Consultant is willing to provide such services to Client on the terms and conditions set forth in this Agreement

The parties agree as follows:

• Financial Consulting. Consultant shall provide tailored financial consulting services to Client, which may include: (i) comprehensive financial health assessments and diagnostics; (ii) strategic investment planning and portfolio diversification analysis; (iii) wealth management support for high-net-worth individuals; (iv) tax-efficient investment structuring and coordination with tax professionals; (v) retirement and legacy planning, including trust and estate coordination; (vi) real estate and alternative asset investment consulting; (vii) business valuation, financial due diligence, and M&A advisory; (viii) customized financial modeling, forecasting, and scenario planning; (ix) capital raising support for private placements or venture funding; (x) risk assessment and insurance coverage evaluation; (xi) coordination with legal and accounting advisors for integrated financial strategies; and (xii) other services requested by Client and agreed in writing by Consultant.

• Performance. Consultant will determine the method, details, and means of performing the above-described Services in accordance with the highest professional standards. Client shall not have the right to, and shall not, control the manner or determine the method of accomplishing Consultant’s Services. Consultant shall devote such working time and attention to the performance of the Services as may be required to complete the Services within the timeframe specified in this Agreement. Consultant shall perform all Services in compliance with the terms of this Agreement and all applicable laws, rules, and regulations.

• Term. This Agreement will become effective on the Effective Date and will continue in effect for a period of one (1) year, with automatic one-year renewals thereafter, unless either party provides written notice of non-renewal at least sixty (60) days prior to the end of the then-current term, or unless earlier terminated in accordance with Section 8 (Termination) of this Agreement.

• Compensation. In full consideration for the Services described in this Agreement to be performed by Consultant, Client agrees to pay Consultant as follows for the following packages:

• Fees. Client shall pay Consultant a fee of $297.00 USD for services including: (i) one 15-minute pre-work intake session; (ii) one 90-minute consulting session; and (iii) a one-page action map and custom proprietary workbook delivered within 24 hours of first session (collectively, the “Services”).

• Payment. Payment for services will be made via Stripe prior to Consultant’s performance of such Services. 

• Independent Contractor. Consultant is an independent contractor and not an employee, agent, joint venturer, or partner of Client. Consultant controls the manner and means of performing the Services, including the selection and supervision of its personnel, tools, sequence, and methods, subject only to the results, specifications, and deadlines in this Agreement, and is free from Client’s control and direction in contract and in fact. The parties state that the Services are outside Client’s usual course of business, and Consultant states that it is customarily engaged in, and will maintain during the Term, an independently established trade, occupation, or business providing services of the same nature as the Services. Consultant may not bind Client or represent that it has authority to do so. Consultant shall maintain all licenses and insurance required by law and industry practice, including workers’ compensation for its employees (if any). Consultant is solely responsible for all business expenses, tools, equipment, and facilities required to perform the Services. Consultant may advertise its services and perform work for other clients, including Client’s competitors, provided such work does not disclose Client’s Confidential Information or violate this Agreement. On reasonable request, Consultant shall provide documentation reasonably sufficient to evidence compliance with this Section, including proof of business registration and tax filings.

• Non-Exclusive Relationship. Consultant may represent, perform services for, and contract with as many additional clients, persons, or companies as Consultant, in its sole discretion, sees fit, provided that such additional clients do not create a conflict of interest with Consultant’s obligations under this Agreement. Consultant acknowledges that this is a non-exclusive engagement and that Client retains the right to engage other consultants to perform similar services.

• Payment of Taxes and Fees. Consultant is solely responsible for paying when due all income taxes, including estimated taxes, incurred as a result of the compensation paid by Client to Consultant for Services under this Agreement. Client will not withhold or pay any federal, state, or local income tax, or any other payroll tax of any kind, on behalf of Consultant or Consultant’s employees or contractors. If required by law, Client will report the total compensation paid to Consultant under this Agreement by filing Form 1099-MISC with the Internal Revenue Service.

• Termination. 

• Termination With Notice. Either party may terminate this Agreement at any time by giving thirty (30) days written notice to the other party. Unless otherwise agreed in writing, if Client terminates this Agreement before the completion of the Services, Consultant shall be entitled to receive payment for all Services performed up to the date of termination, plus reimbursement for any approved expenses incurred.

• Immediate Termination. This Agreement shall terminate automatically on the occurrence of any of the following events: (i) bankruptcy or insolvency of either party, or (ii) death or incapacity of Consultant; 

• Return of Materials. Upon the termination of this Agreement, or at any other time upon Client’s request, Consultant shall immediately deliver to Client all materials, including but not limited to reports, documents, data, and other information, in whatever form, that were provided to Consultant by Client or prepared by Consultant while performing the Services.

• Proprietary Rights. All materials created by Consultant in connection with the Services (collectively, the “Work Product”) shall be the property of Client. Consultant hereby assigns to Client all right, title, and interest, including all intellectual property rights, in and to the Work Product.

• Confidentiality. Consultant may gain access to confidential and proprietary information about Client and Client’s affairs, including but not limited to financial information, business strategies, customer information, trade secrets, and other information not generally known to the public (collectively, “Confidential Information”). Consultant acknowledges that such Confidential Information is the property of Client. Consultant will indefinitely keep this Confidential Information in the strictest confidence, and will not use or disclose such Confidential Information except as necessary to perform the Services. Consultant will ensure that its employees, agents, and subcontractors who have access to Confidential Information are bound by similar confidentiality obligations. Consultant will notify Client immediately of any disclosure of Confidential Information and cooperate with Client to protect the confidentiality of such information.

• Compliance. Consultant shall comply with all applicable federal, state, and local laws, rules, and regulations in performing the Services, including but not limited to:

• The Investment Advisers Act of 1940, as amended, and the rules and regulations promulgated thereunder;

• The California Corporate Securities Law of 1968, as amended, and the rules and regulations promulgated thereunder;

• The California Financial Information Privacy Act;

• All applicable regulations of the Securities and Exchange Commission, the Financial Industry Regulatory Authority, and the California Department of Financial Protection and Innovation;

• All applicable anti-money laundering laws and regulations; and

• All applicable data privacy and security laws and regulations.

• Fiduciary Duty. To the extent applicable under California law, Consultant acknowledges that it may owe a fiduciary duty to Client in connection with the Services and agrees to act at all times in the best interests of Client, with the care, skill, prudence, and diligence that a prudent person acting in a like capacity and familiar with such matters would use.

• Privacy Policy. Consultant acknowledges that it has provided Client with a copy of its current privacy policy, as required by applicable law, prior to or at the time of executing this Agreement.

• Representations and Warranties.

• Consultant. Consultant representants and warrants that:

• Consultant has the legal capacity, qualifications, and skills necessary to perform the Services in a competent and professional manner;

• the execution and delivery of this Agreement and the performance of the Services do not and will not conflict with, or result in a breach of, any other agreement or legal obligation to which Consultant is a party or by which Consultant is bound;

• Consultant will comply with all applicable laws, rules, and regulations in performing the Services;

• Consultant has not entered into, and during the term of this Agreement will not enter into, any agreement that would prevent Consultant from performing the Services;

• Consultant has disclosed to Client all material conflicts of interest that could reasonably be expected to impair Consultant’s ability to render unbiased and objective advice.

• Client. Client represents and warrants that:

1. 1. 1. 1. Client has the legal capacity and authority to enter into and perform this Agreement;

• the execution and delivery of this Agreement and the performance of Client’s obligations do not and will not conflict with, or result in a breach of, any other agreement or legal obligation to which Client is a party or by which Client is bound;

• Client will provide Consultant with accurate and complete information necessary for the performance of the Services and will promptly update Consultant if any such information changes;

• Client will review and consider all advice, recommendations, and other deliverables before acting on them, and understands that Client is solely responsible for how such information is used; and

• Client will comply with all applicable laws and regulations in connection with the use of the Services.

• No Guarantee. Client acknowledges and agrees that the Services, including any advice, recommendations, or other deliverables, are provided based on the information available to Consultant at the time and are intended to assist Client in making its own decisions. Consultant does not guarantee any particular outcome or result, and Client is solely responsible for reviewing, understanding, and deciding whether and how to act on the information provided. 

• Limitation of Liability. EXCEPT FOR CLAIMS ARISING FROM CONSULTANT’S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, FRAUD, OR BREACH OF CONFIDENTIALITY OBLIGATIONS, CONSULTANT SHALL NOT BE LIABLE FOR ANY LOSSES, DAMAGES, COSTS, OR EXPENSES ARISING OUT OF OR RELATING TO: (A) CLIENT’S MISUNDERSTANDING, MISINTERPRETATION, OR MISUSE OF ANY ADVICE, RECOMMENDATION, OR DELIVERABLE; (B) CLIENT’S FAILURE TO OBTAIN OR FOLLOW APPROPRIATE PROFESSIONAL ADVICE; OR (C) CLIENT’S INDEPENDENT DECISIONS OR ACTIONS BASED ON THE SERVICES. CONSULTANT’S LIABILITY UNDER THIS AGREEMENT SHALL BE LIMITED TO THE TOTAL AMOUNT OF FEES PAID BY CLIENT TO CONSULTANT UNDER THIS AGREEMENT. IN NO EVENT SHALL CONSULTANT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES.

• Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California, without giving effect to any choice of law or conflict of law provisions.

• Dispute Resolution. 

• Procedure. The parties agree to resolve any disputes related to this Agreement according to the following process:

• Informal Resolution. The parties will first attempt in good faith to resolve any dispute through informal discussion. If the dispute is not resolved within 30 days, either party may initiate mediation.

• Mediation. Any unresolved dispute will be submitted to non-binding mediation administered by JAMS (or another mutually agreed provider) in Orange County, California. The cost of mediation will be shared equally.

• Binding Arbitration. If mediation does not resolve the dispute, it will be resolved by binding arbitration administered by JAMS under its Streamlined Arbitration Rules & Procedures, before a single arbitrator in Orange County, California. Judgment on the award may be entered in any court of competent jurisdiction. Each party will bear its own legal fees and costs unless the arbitrator orders otherwise.

• WAIVER OF JURY TRIAL. CLIENT AGREES TO WAIVE ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION RELATED TO THIS AGREEMENT. CLIENT’S WAIVER IS MADE KNOWINGLY AND VOLUNTARILY, HAVING HAD THE OPPORTUNITY TO CONSULT WITH INDEPENDENT LEGAL COUNSEL. CLIENT UNDERSTANDS THAT BY WAIVING THE RIGHT TO A JURY TRIAL, ANY DISPUTES WILL BE RESOLVED THROUGH THE DISPUTE RESOLUTION PROCESS IN SECTION 18 (DISPUTE RESOLUTION).

• Attorney Fees. In the event of any legal action, arbitration, or other proceeding arising out of or relating to this Agreement, the prevailing party shall be entitled to recover its reasonable attorneys’ fees, costs, and expenses, including any attorneys’ fees, costs, and expenses incurred in collecting upon any judgment, order, or award.

• Indemnification. Consultant shall indemnify, defend, and hold harmless Client and its officers, directors, employees, and agents from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to: (i) any breach by Consultant of any representation, warranty, or covenant in this Agreement; (ii) any gross negligence or willful misconduct by Consultant in the performance of the Services; and (iii) any violation of applicable law by Consultant. Client shall indemnify, defend, and hold harmless Consultant, its affiliates, and their respective officers, directors, employees, and agents from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to: (i) any breach by Client of any representation, warranty, or covenant in this Agreement; and (ii) any gross negligence or willful misconduct by Client.

• Notices. All notices or other communications required under this Agreement shall be in writing and shall be deemed to have been duly given when delivered personally, sent by certified or registered mail, return receipt requested, or sent by a nationally recognized overnight courier service, addressed to the parties as follows. 

• If to Client: [Client Name]
  Attn: [Client Contact] Email: [Client Email]

• If to Consultant: Aqua Luxury Consulting
  Attn: Andy Fankhauser Email: aqualuxuryconsulting@gmail.com

• Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California, without giving effect to any choice of law or conflict of law provisions.

• Force Majeure. Neither party shall be liable for any failure or delay in performance under this Agreement due to causes beyond its reasonable control, including but not limited to acts of God, fire, flood, earthquake, labor disputes, civil commotion, war, or governmental requirements.

• Waiver; Rights. The failure of either party to enforce any right or provision under this Agreement shall not constitute a waiver of such right or provision. All rights and remedies granted under this Agreement are cumulative and not exclusive of any other rights or remedies available at law or in equity.

• Counterparts; Signatures. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Electronic or facsimile signatures shall be deemed original signatures for all purposes.

• Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations, understandings, or agreements, whether oral or written. This Agreement may only be modified by a written instrument executed by both parties.

• Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions shall nevertheless continue in full force and effect without being impaired or invalidated in any way.

The parties are signing this Agreement as of the Effective Date.