Terms & Conditions

Agreed Upon Scope of Work: Fame Consulting LLC (“we” or “our”) shall be obligated only for work or deliverables specified in the engagement letter, and only for changes in such scope that are set forth in a writing duly executed by the parties hereto. To the extent all specific details of the engagement are not so documented, the parties shall work diligently and in good faith to document them at the request of either party. Unless expressly provided for, our services do not include giving testimony or appearing or participating in discovery proceedings; in administrative hearings, in court, or in other legal or regulatory inquires or proceedings.

Confidentiality: To the extent that in connection with this engagement we come into possession of any proprietary or confidential information, we will not disclose such information to any third party without consent, except (a) as permitted in this engagement letter including but not limited to the Use of Third Parties and Third Party Requests sections, (b) as may be required by law, regulation, judicial or administrative process, or in accordance with applicable professional standards, or in connection with litigation pertaining hereto, or (c) to the extent such information (i) shall have otherwise become publicly available (including, without limitation, any information filed with any governmental agency and available to the public) other than as the result of a disclosure by Fame Consulting LLC in breach hereof, (ii) is disclosed by you to a third party without substantially the same restrictions as set forth herein, (iii) becomes available to us on a non-confidential basis from a source other than you which we believe is not prohibited from disclosing such information to us by obligation to you, (iv) is otherwise known by us on a non-confidential basis prior to its disclosure by you, or (v) is developed by us independently of any disclosures made by you to us of such information. In addition, you acknowledge and agree that any such information that comes to our attention in the course of performing this engagement may be considered and used by us in the context of responding to our professional obligations as your independent consultant.

Use/Right to Documentation: Any workpapers that we prepare are to be used only for purposes of your engagement(s) and may not be published or used for any other purpose without our written consent. At all times, we shall retain ownership of such workpapers, and additional consent may be required if workpapers are requested.

Work Paper Retention: Every effort will be made to return your original documents to you upon the completion of the engagement. Our workpapers and all other file materials, including your documentation, are maintained in accordance with its document retention policy. It is your responsibility to retain records to comply with applicable statues and regulations. Our records and files are our property and are not a substitute for your own records. You agree that we shall not be liable to you for the destruction of our files or your documentation consistent with its policies, including destruction of any original documents you may have provided to us.

Use of Third Parties: We may from time to time, and depending on the circumstances, use third-party service providers, affiliated entities and/or individual contractors (collectively, “service providers” to assist us in performing certain limited tasks on your engagement. We hold these professionals to the same standards of confidentiality and professionalism that we follow.

Third Party Requests: In the event the we are requested by you to provide information related to the services to you, or required pursuant to law, regulation, subpoena or applicable professional standards and/or rules to produce information or our personnel as witnesses with respect to the services, you shall reimburse us, our successors for any professional time and expenses (including reasonable legal fees) incurred to respond to the request, provided that we are not a party to the proceeding or the subject of the investigation in which the information is sought. We shall, to the extent legally permissible, notify you promptly of any such request unless such request is made pursuant to regulatory oversight applicable to us.

Payment Terms: Unless otherwise agreed to herein, you agree to pay our fees for services as outlined in the engagement letter. You also agree to reimburse us for reasonable costs and attorney fees incurred by us should it prevail in proceedings to collect fees due from you to us.

Invoices are payable upon receipt. Invoices that are not paid in full within ninety (90) days after receipt of the invoice(s) shall accrue interest at the rate of 0.5% per month, 6% per annum, computed from the date of the invoice(s) until paid.

Termination: This engagement ends upon the earlier of delivery of the final work product(s) for which we are engaged. In the event no final work product is delivered or, the engagement shall end on the date which the last invoice for the services was issued, not including any subsequent account payable reminder, revised bill, or other communications concerning completed services or future services. We acknowledge your right to terminate our services with 60-day notice and you acknowledge our right to resign at any time, including but not limited to, for nonpayment of fees. In either case, you acknowledge our right to payment for all direct and indirect charges incurred through the date of termination or resignation or thereafter as circumstances and this engagement letter require, plus applicable interest, costs, fees and attorney's fees. Should you or Fame Consulting LLC exercise the right to terminate our services, such termination shall be in writing and shall be effective upon delivery by mail, overnight mail, or email transmission.

Dispute Resolution: In the unlikely event of a claim or controversy arising out of or relating to this engagement that are not resolved by mutual agreement, the matter shall first be submitted for good faith mediation administered by an agreed upon independent mediator under the mediation rules for professional consulting and related services disputes of the American Arbitration Association. If the matter is not resolved by mediation within 60 days of its submission to the mediator, then and only then the matter shall be submitted for binding arbitration administered by the American Arbitration Association in accordance with its then current Professional Services Dispute Resolution Rules. Judgment on any award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. Each party shall bear their own costs and expenses from the mediation and, if necessary, the arbitration. The fees and expenses of the mediator shall be shared equally by the parties. If arbitration is necessary, then each party will be responsible for its own proportionate share of the arbitrator's fees and expenses. The place of arbitration shall be New York, New York. The arbitration shall be governed by the laws of the State of New York. The arbitration will be conducted before a single arbitrator who is experienced in financial consulting matters. The arbitrator shall not have authority to award consequential, punitive or exemplary damages. Any award in an arbitration initiated under this engagement letter shall be limited to monetary damages and shall include no injunction or direction to any party other than the direction to pay a monetary amount. The award of the arbitrator shall be accompanied by a reasoned opinion. Except as may be required by law, neither a party nor an arbitrator may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of both parties.

Limitations: You agree that the FAME Consulting LLC and our personnel's maximum liability to you and your personnel for any errors or omissions (including negligent errors and omissions) committed by us and/or our personnel arising out of or related to this engagement letter or the services will be limited to the amount actually paid for the services. You also hereby release us and our personnel from any liability, costs, fees, expenses, and damages (including defense costs) relating to the services hereunder, which are attributable to any information provided by you or your agent(s) that is not complete, accurate or current. Except for the indemnification obligation set forth herein, in no event shall either party be liable to the other party or its personnel for any consequential, indirect, incidental, punitive or special damages, including any amount for loss of profit, data or goodwill, whether or not the likelihood of such loss or damage was contemplated. You agree that in no event shall any action or claim, regardless of its form, arising out of or related to this engagement letter or the services be brought after the earlier of (a) 12 months after discovery of facts giving rise to any such alleged claim; or (b) 12 months after the completion of the particular services giving rise to the action or claim. Any action or claim not brought within that time period shall be barred without regard to any other limitations period set forth by law or statute. You shall indemnify and hold harmless FAME Consulting LLC and our personnel from and against all claims by third parties and resulting damages, liabilities or losses (including costs and legal fees) arising out of or related to this engagement letter or the services. The preceding sentence shall not apply to the extent it is determined that the loss was caused by us gross negligence or willful misconduct. You shall also indemnify us and our personnel from any liability, costs, fees, expenses, and damages (including defense costs) associated with any third-party claim arising from or relating to your misrepresentations, false or incomplete information provided to us in the performance of its services, or third-party reliance on our work product or deliverable.

Non-Solicitation: Professional standards require FAME Consulting LLC to be independent in performance of certain services. Any discussions that you have with us personnel regarding employment could threaten our independence. During the term of this engagement letter, and for one year thereafter, you agree, except with our express written consent, not to solicit (except by means of a general press solicitation not targeted to any individual or group associated or employed by us or any consulting or other relationship substantially equivalent to employment), entice, hire, employ or seek to employ any of our personnel.

Miscellaneous: Except to the extent expressly provided hereto to the contrary, this engagement is between us and the parties listed in the engagement letter. Third-party beneficiaries are not intended. You may not use our name or trademarks without prior written consent. No right, duty, cause of action or obligation arising out of this engagement may be assigned by you to anyone for any purpose without our prior written consent, and any purported assignment or assignments made without our consent shall be void.

Newsletter & Text Messages: By completing our engagement letter or submitting information through digital forms, you consent to being added to our mailing list and agree to receive occasional notifications via text message. These notifications may include important updates, promotional offers, and other relevant information. You can unsubscribe from our mailing list and text notifications at any time by following the instructions provided in the messages.