Thank you for considering Hamilton Jones Associates, Inc. as a valued supplier of services. This agreement will outline our preliminary understanding of your requirements, timing, specifications, and compensation parameters. Further information may be included in other agreements with us.
OUR UNDERSTANDING OF YOUR REQUIREMENTS
Your Role:
Our experience demonstrates that the most successful assignments are those in which we work closely together and partner with our client. Accordingly, we would like to indicate the unique contribution that you make to the management process. While we seek to identify and recommend courses of action for any question, the entire board will be responsible for the final decision. There are several additional responsibilities that you should undertake to ensure that the board makes the best decisions possible. These include:
1. To indicate clearly those areas relevant to the questions that you wish to keep confidential, and we, as members of the board, will make every effort to do so.
2. To provide timely feedback to us regarding any background information we need to perform our services.
3. To schedule any requested meetings and interviews promptly, and to report your findings as soon as possible.
4. To provide us with information you may have identified from other sources, or from within your organization, that they may be evaluated as part the decision making process.
5. To assist in providing the appropriate information to us about your company that would enable us to make their professional, correct, and valid decisions.
6. To be available to discuss the progress of the company, the challenges in the marketplace and the steps we can both take to improve the process, should that be required.
7. To provide any necessary Board of Directors Liability Insurance, and any Errors and Omissions Insurance that may be required.
8. We request you do not advertise or use other methods while we are working on any projects without discussing with us first. More than one approach to the decision making process may compromise your confidentiality and competitive standing.
CONFIDENTIALITY, CIRCUMVENTION, COMPETITION
In view of the increasing complexity of many of our clients and our relationships, and the multifaceted relationships that result, we reaffirm our long-standing policy not to divulge client confidences for a specified period of time. As a result of this engagement, confidentiality will be for the duration of our agreement, and a minimum period of 12 months following the date this agreement terminates, unless an exception applies. We affirm that we are not currently in conflict of interest with any other client relationships. We will not circumvent any trusts or understandings you may have with us, by contacting any of your directors, officers, employees, vendors, partners, associates, clients, or competitors, for any purpose, without your prior approval. We will not compete, either directly or indirectly, with you, or your business, in any way. Exceptions to this policy include instances where this agreement is canceled, a client ceases to exist, does not pay our fees and/or expenses, authorized an exception, violates this agreement, or has a significant change in ownership, with our relationship ending.
PROFESSIONAL FEES AND EXPENSES
Consistent with the standards of our profession, our fees are structured as either contingent, or retained, non-refundable cash compensation, plus any incentive or performance bonuses, stock, and expenses incurred, paid on a monthly basis. For fee calculation purposes, cash compensation includes base salary, plus any estimated or guaranteed incentive bonus, and any sign-on bonus (cash or cash equivalent including restricted stock).
In addition to professional fees, we are to be reimbursed for all relevant expenses, including travel, lodging, video-conferencing, administrative support, communication, courier, reproduction, and computer services. These expenses will be billed on a monthly basis as incurred, if not already reimbursed in advance, according to company policy.
Late payments received more than 30 days past the billing date will be subject to an interest charge of 1.5% per month (18% per annum). If collection activities should become necessary, the fee would be adjusted to include and related expenses such as reasonable attorney fees.
CLIENT SATISFACTION
Either party may discontinue this agreement by written notification at any time. In the unlikely event that this occurs, you will be billed for (i) expenses incurred to the date of our receipt of your written notification; (ii) expenses committed with your approval that cannot be cancelled. Our professional fees and any expenses incurred are non-refundable.
MARKETING
To help protect client confidentiality, we do not use internet sites or listings. Most of our clients do not want information or knowledge of any management policies or proceedings released to the public, competitors, shareholders, and employees, without prior client approval. We rely upon our extensive knowledge base, professional contacts, and networks to obtain results in a confidential manner.
WELCOME
We are delighted to have the opportunity to work with you, and we look forward to many years of an outstanding relationship. We recognize the role this position will play in your company's future plans and we can assure you of our best efforts on your behalf. Should you have any questions or require any further information, please contact us.
Acknowledgement