This Agreement is between FP Transitions, LLC®, an Oregon Limited Liability Company (“we” or “us”) and you or your company (“you” or “your”).

1. Scope of Engagement. We will provide you with tools and services to help you professionally manage the equity in your financial services practice.  During the Term of this Agreement, we will provide to you:

• One analysis to assess the fair market value of the equity of your business;
• One  analysis of the most probable selling price of a book of business in the open market;
• One EntityBuilder® Benchmarking Report;
• Four hours of consulting time annually, including:
    • One hour of continuity plan consulting, including a review of your current entity documentation or a written continuity plan             between two individual parties;
    • One hour of compensation guidance;
    • One hour of acquisition strategy consulting;
    • One hour of other consulting as needed;
• Up to four additional continuity plans for tethering;
• Advance notification for open-market listings;

• Enhanced access to webinars and materials;

• Exclusive practice management materials; 
• Exclusive newsletters;

• Deal Calculator;

• Expert industry studies; and

• Access to a dedicated coaching team.

Annual program benefits reset each term and do not roll over into subsequent annual terms.

2. Term. The term of this Agreement is either 12 months (1 year) or 24 months (2 years), based upon your selected membership option at the time of enrollment. One-year memberships will automatically renew for successive 12-month terms. Two-year memberships will also automatically renew for successive 12-month terms unless you elect in writing to renew for another two-year term. In all cases, either party may terminate the Agreement by providing written notice to the other party no less than 30 days prior to the applicable renewal date.

3. Program Fee. The non-refundable annual program fee is based on the selected membership term:

• One-Year Membership: $6,000.00 annually, payable in monthly installments of $500.00.

• Two-Year Membership: $5,400.00 annually, payable in monthly installments of $450.00.

You will be billed on the date of this Agreement and the same day of each month thereafter for the duration of the Term. Unless your membership fee is paid by a Sponsor, you authorize us to charge $500.00 each month to the payment method we have on file. The charge will appear on your bank statement as “FP Transitions.” You acknowledge that we will not provide you with prior notice of recurring charges. Our fees or billing date may change from time to time, and we will provide you no less than 30-days’ written notice of changes to our fees or billing practices. Services in addition to those provided under this Agreement require a separate engagement for an additional fee.

4. Program Sponsors. Some broker-dealers, custodians, and other EMS sponsors (“Sponsors”) provide EMS membership as a benefit. If applicable, we may collect this fee from your Sponsor with whom we have an agreement to accept such payments. If your Sponsor is paying for these services and you leave your Sponsor during the term of this engagement, all of your fees due under this Agreement will then become due, and you grant your Sponsor authority to withhold such amount from your final payout. If you have a Sponsor, you give us permission to share your enrollment status with your Sponsor.

5. Confidentiality. Unless otherwise directed by you, we will not disclose to any third party the non-public information furnished by you other than as provided herein. We will use reasonable safeguards to protect your information that you identify as proprietary. We will have no liability for our disclosure of information available to the public. We may disclose your confidential and proprietary information as required by law, regulation, legal process, SEC or other regulatory agency request, self-regulatory agency request, or other binding authority. You agree that we may cumulatively publish information learned or reviewed under the Scope of Engagement in this Agreement, without releasing any specific or identifiable information belonging to you unless you provide us with prior written consent. In addition, you authorize us to use your quantitative information on a non-client specific basis for qualitative analysis and recording in our statistics database.

6. Limited License. You agree that the work performed by us and the methods, documents, agreements, analysis, spreadsheets, and all other work product we provide to you and your employees, partners, shareholders, members, and agents are proprietary to us, shall remain confidential, and shall not be distributed, republished, or shared in any way without our prior written consent.  Use of any proprietary information, processes, or documents provided under this Agreement is restricted to your use only.  All written work and templates created by us shall remain our property.

7. Representations. You represent and warrant that you have read, fully understand, and agree to these Terms of Use (https://fptransitions.com/terms) and Privacy Policy (https://fptransitions.com/privacy) available by hyperlink on the home page of our website, www.fptransitions.com, or upon request.

8. Full Cooperation. No Fiduciary Duty. You acknowledge that our services are dependent on your full cooperation, and that we do not have decision-making authority or a fiduciary capacity in the work we perform for you.

9. Third-Party Disputes. If we are requested or compelled to provide information, advice, or testimony in a dispute between you and a third party, you will pay our fees and expenses in accordance with our then prevailing rates.

10. Limitation of Liability. OUR LIABILITY FOR THESE SERVICES IS LIMITED TO THE FEES PAID BY YOU UNDER THIS AGREEMENT.  IN NO EVENT SHALL WE BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, DIRECT, OR CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE OR ANTICIPATED PROFITS AND LOSS OF DATA, ARISING FROM OR IN CONNECTION WITH THE USE, DELIVERY, PERFORMANCE, OR NON-PERFORMANCE OF THIS AGREEMENT. 

11. General Provisions. This Agreement may be modified only by a writing signed by you and us.  This Agreement is made and shall be performed entirely in Oregon.  Sections 5 through 10 survive the termination of this Agreement.  Any controversy or claim between us arising out of or relating to this Agreement shall be determined in accordance with Oregon law by binding arbitration in Clackamas County.  This Agreement contains the entire understanding of the parties with respect to the subject matter hereof.

Contact

You may contact us at the following address: 4900 Meadows Rd., Suite 300, Lake Oswego, OR 97035