Initial Registration Consultation

{name}

Initial Registration Consultation Contract

{startDate}

1. Scope of Agreement: Synergy RIA Compliance Solutions (“Consultant”) shall provide for the benefit of {name} (“Client”) certain Services (“Services”) and Deliverables (“Deliverables”) as set forth hereto. The Services shall be performed, and Deliverables shall be developed and delivered by Consultant in accordance with the highest professional standards. Consultant acknowledges the importance of performing the Services under this Agreement in a timely fashion.

The services included with Initial Registration Consultation: 

• 1 hour call with Compliance Consultant
• Completed Initial Registration Questionnaire
• Firm Preparation Score
• Registration Complexity Score
• Summary of the most important remaining items needed to enter the registration process

IMPORTANT: Synergy RIA Compliance Solutions is only able to complete the questionnaire with the information provided by the Client over the course of the session. However, Consultant will provide notes on the questionnaire regarding the discussion surrounding any items that remain incomplete due to the Client's pending decision making process.

2. Changes to Services Rendered: Client may not at any time revise the Services or Deliverables in a manner which materially changes the scope of the Services or Deliverables. However, Client may request, by means of a written request to Consultant specifying the desired change(s), a material change in the scope of the Services or Deliverables or date of performance agreed to by the parties. In this instance, Consultant shall render a decision and provide an updated quote (when applicable), not to exceed a period of 30 calendar days.

3. Payment: Upon signing up for the Initial Registration Consultation service, Client will pay the full agreed-upon fee upfront.

The agreed-upon fee for the Initial Registration Consulation service is $1,000.

Client agrees to pay Synergy RIA Compliance Solutions for services rendered in full at the time in which their invoice is received. In the event an invoice is not paid in full, for any reason, within thirty (30) days from the invoice date, Synergy RIA Compliance Solutions shall have the right to suspend all or any portion of the services until such time as all invoices and applicable late fees have been paid. Following such payment, Synergy RIA Compliance Solutions may reinstate services only upon satisfactory assurance of Client's ability to pay for services, including modified payment terms such as prepayment. If Client anticipates any issues paying an invoice, Synergy RIA Compliance Solutions requests that Client emails finance@synergyriacompliance.com promptly in order to discuss a payment plan.

4. Duration of Contract: This Agreement shall remain in force for ninety (90) days commencing on {startDate}. Should Client provide written notice of termination, the termination will take effect within 5-7 business days of the date the notification has been received, and all services rendered will cease immediately. The fee is non-refundable.

5. Acceptance: If Client determines in its reasonable discretion that the Services or Deliverables do not meet the requirements of this agreement, Client shall notify Consultant in writing that it is rejecting the applicable Services and/or Deliverables and the reasons for such rejection. Consultant shall correct any such Services and/or Deliverables, as applicable, within 30 calendar days, and shall re-submit the applicable Services or Deliverables to Client, and Client shall re-evaluate such Services or Deliverables to determine whether the resubmitted Services or Deliverables meets the requirements therein.

6. Independent Contractor:

1. Consultant is an independent contractor and is not a partner, joint venture, employee or agent of Client. Neither Client nor Consultant has the power or authority to bind the other to any third person, to incur any debts or liabilities in the name of or on behalf of the other party, or otherwise to act in any way as the representative of the other unless otherwise expressly agreed to in writing signed by both parties. This Agreement shall not be interpreted or construed to impose any liability attributable to such a relationship upon either party.
2. Nothing contained in this Agreement is intended to give rise to, or gives rise to, a partnership, joint venture, agency, fiduciary, employment, or other relationship between the parties or imposes upon the parties any of the duties or responsibilities of partners, joint ventures or employer-employee, beyond the relationship of independent parties to a commercial contract.
3. Each party shall be responsible for compliance with all laws, rules and regulations applicable to it. Consultant hereby waives any and all rights to look to Client for any Employee Benefits.
4. Consultant will not subcontract the Services, or any portion of the Services, nor will it engage independent contractors to perform the Services or any portion of the Services, without having given Client prior written notice.

7. Confidentiality:

1. Consultant acknowledges that in the course of performing under this Agreement, Consultant may be exposed to or acquire information that is proprietary or confidential to Client or its customers. Consultant agrees to hold such information in strict confidence and not disclose such information to third parties or use such information for any purposes whatsoever, other than as necessary to perform Consultant’s obligations under this Agreement, without the expressed written permission of Client. As used herein, “Confidential Information” shall mean, without limitation: (i) any intellectual property owned or licensed by Client or relating to Client’s or any of its principals’ or affiliates’ business, projects, operations, finances, activities or affairs, whether of a technical nature or not (including trade secrets, how, process, and other technical or business information), or any proposed change thereto, (ii) information concerning Client’s contacts, customers and business partner lists, prospective contacts, customers and business partner lists, telemarketing lists, vendor lists, personnel information and policies and procedures, (iii) any other information disclosed by Client and designated by Client as confidential, and (iv) any other information that Consultant knows or should know that Client wishes to keep confidential. Consultant shall use its best efforts to assist Client in identifying and preventing any unauthorized use or disclosure of any Confidential Information. Without limiting the foregoing, Consultant shall immediately advice Client in the event that it learns or has reason to believe that any person who has had access to Confidential Information has violated or intends to violate the terms of this Agreement, and shall reasonably cooperate in seeking injunctive relief against such person. As between Client and Consultant, Confidential Information is and shall remain the sole property of Client. Consultant shall not gain any interest or rights in or to the Confidential Information by virtue of its being disclosed to Consultant for the limited purposes contemplated under this agreement.
2. The confidentiality obligations herein shall not extend to information that: (i) is, as of the time of its disclosure, or thereafter becomes, available to the public through a source other than Consultant or another entity having a confidentiality obligation to Client with respect to such information; and (ii) was already rightfully known to Consultant as of the time of its disclosure by Client. In addition, the Consultant shall be permitted to disclose Confidential Information hereunder solely to the extent the same is required to be disclosed pursuant to a subpoena, court order, or government authority, whereupon Consultant shall provide prompt written notice to Client prior to such disclosure, so that Client may seek a protective order or other appropriate remedy.

8. Termination: The term of this Agreement (the “Term”) shall commence on the date first written above and shall expire upon written notice of either party herein. Either Client or Consultant shall have the right to terminate this Agreement upon 30 days written notice to the other party. In the event of Client’s termination without cause, Consultant shall cease Services as of the date of notification of the termination. Section 7 shall survive the expiration or termination of this Agreement.

9. General:

1. Any notice required to be given under this Agreement shall be deemed to have been duly given after receipt by the other party, if in writing and delivered: (i) by certified or registered mail, return receipt requested; (ii) by commercial overnight mail service; or (iii) by personal delivery, to the address first set forth above, or to any subsequent address designated by either party, on notice to the other party pursuant hereto, for the purpose of receiving notices pursuant to this Agreement.
2. This Agreement shall be binding on and inure to the benefit of the parties hereto and their respective successors and permitted assigns, heirs, and legal representatives, as the case may be. Client may assign this agreement by giving notice to Consultant. Client, at its option, may exercise any of its rights or remedies under this Agreement, and /or perform any of its duties or obligations hereunder, by itself or through any Client affiliate in conformity with the terms and conditions of this Agreement. Consultant may not assign this Agreement or subcontract any of its duties or obligations under this Agreement without prior, written consent, and in any event, the Consultant shall be responsible for the acts and omissions of its subcontractors. Any assignment in violation of the foregoing shall be null and void.
3. If any provision, section or subsection of this Agreement is adjudged by any court to be void or unenforceable in whole or in part, this adjudication shall not affect the validity of the remainder of this Agreement, including any other provisions, section or subsection.

10. Acknowledgement of Supervisory Responsibility: {name} acknowledges full responsibility for all compliance tasks, including but not limited to books and records maintenance, adherence and enforcement of Client’s written supervisory procedures, code of ethics, and ongoing supervisory responsibilities therein. Synergy RIA Compliance Solutions shall not be liable for any mistake in judgment or for any loss whatsoever resulting from examination deficiencies or any enforcement action taken by state or SEC regulatory agencies. Furthermore, Synergy RIA Compliance Solutions, its officers, directors, employees, and agents shall not be responsible for any loss, claim, cost or liability incurred by reason of any independent act or omission by the Client, or any broker, dealer, custodian or another third party.

11. Disclosure of Pending Examination: Client must notify Consultant promptly, upon requesting services under this agreement, if there are any pending audits or examinations that have been initiated by their regulatory agency. Should Client fail to properly notify Consultant of pending examination, the Consultant will have full discretion to modify the terms and conditions of the contract up to and including fees for service and/or termination of the agreement if deemed appropriate. Changes in fees do not take effect until an updated agreement has been executed.

12. Indemnification and Limitation of Liability: Client shall indemnify Synergy RIA Compliance Solutions and its members, officers, directors, employees, and representatives from and against any damage, loss, cost,  liability, or expense (including reasonable attorneys’ fees)  (“Losses”) arising out of this engagement; provided, however, that no such indemnification obligation shall apply to the extent it is determined by a court of competent jurisdiction that the losses resulted primarily from the bad faith, willful misconduct,  gross negligence or fraudulent behavior on behalf of Synergy RIA Compliance Solutions.  Liability resulting from a claim in tort, contract, or any other theory of law, and whether by statute or otherwise, shall not, in the aggregate, exceed the total fees paid by Client to Synergy RIA Compliance Solutions under this Agreement in the calendar year that Client made the claim. In no event shall Synergy RIA Compliance Solutions be liable for consequential, incidental, indirect, punitive loss, or lost profit or similar damages and related costs and expenses (including attorneys’ fees) to Client, or losses resulting from cyber-attacks or incidences of cyberintrusion. In any litigation or other action between Consultant and Client, the prevailing Party shall be compensated by the non-prevailing Party for related attorneys’ fees, court costs, and/or arbitration fees. Parties shall not be liable for any disruption, failure, or delay in the performance of the Services arising from the acts of God or public enemy, war (declared or undeclared), labor disruptions, government action (foreign or domestic), floods, fires, unusually severe weather, earthquakes, epidemics, and other catastrophes. Parties agree that the indemnification obligations and the allocations of liability represent the agreed and bargained-for understanding of the Parties.

13. Change in Control: For purposes of this Agreement, “Change in Control” means: (i) a sale of all or substantially all of the assets of the Company; (ii) a merger or consolidation in which the Company is not the surviving entity or, where the surviving entity is a wholly-owned subsidiary of another entity, the surviving entity’s parent; or (iii) a change in the status of an individual or entity that holds more than 25% of the voting shares, or an otherwise change in Chief Executive Officer, Principal, or Chief Compliance Officer of the entity. Under any of the aforementioned circumstances, Consultant will have full discretion to modify the terms and conditions of the contract up to and including fees for services, and/or immediate termination of the agreement if deemed appropriate. Changes in fees do not take effect until an updated agreement has been executed.

14. Non-Exclusive: Client understands and agrees that during the term of this Agreement Synergy RIA Compliance Solutions will be engaged by one or more other Clients to provide services similar to those provided by Synergy RIA Compliance Solutions to Client under this Agreement. Consultant will use commercially reasonable efforts to segregate the manner in which the Services are provided to Client from those provided to any other such Client.

15. Severability: If any term or provision of this Agreement is held to be invalid, illegal, or unenforceable, the validity or enforceability of the remainder of this Agreement shall not be affected.

16. Entirety: This Agreement sets forth the entire understanding between Synergy RIA Compliance Solutions and Client with respect to the subject matter hereof and supersedes and replaces all prior or contemporaneous communications, representations, proposals, arrangements, warranties, or agreements between Synergy RIA Compliance Solutions, and Client, whether oral or written, with respect to the subject matter hereof. No other representations, proposals, arrangements, warranties, or agreements, whether oral or written, shall be deemed to bind Parties. No custom, industry-standard, or course of dealing between the Parties shall in any way vary or alter the terms and conditions of this Agreement. This Agreement shall be deemed to have been drafted by Synergy RIA Compliance Solutions and Client and, in the event of a dispute, shall not be construed against Synergy RIA Compliance Solutions or Client specifically.