Advisory Retainer Agreement

Last Updated: December 19, 2025  |  Version 1.0

Effective Date: Upon execution of this agreement or first invoice payment, whichever occurs first.

These Terms of Service ("Agreement") govern the advisory services provided by Portion Eight ("Advisor," "we," or "us") to the client identified on the associated invoice or proposal ("Client," "you," or "your"). By engaging our services or paying an invoice, you agree to be bound by these terms.

1. Services

1.1 Scope. Advisor provides fractional operations and growth support services as outlined in the applicable proposal, which may include but is not limited to: go-to-market (GTM) strategy and execution support, CRM and RevOps infrastructure consulting, marketing systems and automation guidance, sales process design and enablement, conference preparation and strategy, and general strategic advisory services.

1.2 Exclusions. Unless separately agreed in writing, the retainer does not include: direct outbound sales execution (cold calling, email campaigns), day-to-day administrative or executive assistant tasks, or any services not reasonably within the scope of senior-level GTM advisory. If you require services outside this scope, Advisor may refer you to qualified professionals in their network.

1.3 Good Faith Collaboration. Both parties agree to collaborate in good faith, communicate proactively about project needs and timelines, and work together to maximize the value of the engagement.

2. Retainer Structure and Hours

2.1 Monthly Retainer. The base advisory retainer is $1,000 per month, which includes five (5) hours of advisory services. The specific retainer amount for your engagement will be confirmed in your proposal or invoice.

2.2 Hour Tracking. Advisor will track time in reasonable increments and provide a summary of hours used upon request. Time is tracked for substantive advisory work, including meetings, strategy sessions, research, documentation, and system configuration work performed on your behalf.

2.3 Rollover Policy. Unused hours roll over for up to three (3) consecutive months, with a maximum accumulation of fifteen (15) hours. This provides flexibility to bank hours for larger projects. Rollover hours are forfeited upon termination of the retainer for any reason.

3. Scheduling and Availability

3.1 Meeting Cancellations. Meetings cancelled with less than sixteen (16) hours notice will be billed as if the meeting occurred, at the scheduled duration. This policy respects the time Advisor has reserved and prepared for your engagement. Cancellations with 16 or more hours notice may be rescheduled at no charge.

3.2 No-Shows. If Client fails to attend a scheduled meeting without notice, the full scheduled duration will be billed. Advisor will wait fifteen (15) minutes before considering a meeting a no-show and will make reasonable attempts to contact Client during this period.

3.3 Rescheduling. Meetings may be rescheduled up to two (2) times without penalty, provided adequate notice is given per Section 3.1. Repeated rescheduling that creates scheduling inefficiencies may be addressed in a good faith discussion between the parties.

3.4 Response Times. Advisor will respond to communications within two (2) business days under normal circumstances. Rush requests requiring same-day or next-day turnaround should be communicated clearly and may be accommodated based on availability, but are not guaranteed.

3.5 Working Hours. Advisor's standard working hours are Monday through Friday, 9:00 AM to 6:00 PM Eastern Time, excluding federal holidays. Meetings outside these hours may be accommodated by mutual agreement.

3.6 Preparation Time. Reasonable preparation for strategy meetings and general advisory sessions (reviewing notes, light research, agenda planning) is not billed separately and is considered part of the service. However, preparation that constitutes substantive work product—such as drafting RFP responses, creating proposals, building presentations, conducting detailed analyses, or other commercial deliverables—is billable time and will be tracked accordingly. When preparation is expected to be substantive, Advisor will communicate this in advance.

4. Additional Hours

4.1 Overflow Work. If a project requires hours beyond the included and banked hours, Advisor will notify Client before commencing additional work. Additional hours will be billed at the agreed overflow rate and invoiced at the end of the month.

4.2 Pre-Approval. For projects estimated to exceed available hours by more than 50%, Advisor will provide a written estimate and obtain Client approval before proceeding.

5. Billing and Payment

5.1 Recurring Billing. Retainer fees are billed monthly in advance via Stripe. By providing payment information, you authorize recurring charges on the same day each month unless the retainer is terminated per Section 6.

5.2 Payment Terms. Invoices for additional hours or project work are due within fifteen (15) days of invoice date. Retainer payments are due upon billing.

5.3 Late Payments. Invoices unpaid after thirty (30) days may accrue interest at 1.5% per month (or the maximum rate permitted under New York law, whichever is lower). Advisor reserves the right to pause services for accounts more than thirty (30) days past due, with services resuming upon payment of outstanding balances.

6. Term and Termination

6.1 Term. This Agreement begins on the Effective Date. The "Initial Term" is the first billing cycle (one month). Following the Initial Term, the Agreement continues on a month-to-month basis until terminated by either party.

6.2 Termination Notice. During the Initial Term, either party may terminate this Agreement with fourteen (14) days written notice prior to the next billing date. Following the Initial Term, either party may terminate with thirty (30) days written notice prior to the next billing date. Notice must be provided via email to the address on file.

6.3 Effect of Termination. Upon termination: (a) any unused retainer hours, including rollover hours, are forfeited and non-refundable; (b) any outstanding invoices for additional hours or project work become immediately due; (c) Advisor will provide reasonable transition support within remaining paid hours.

6.4 Refunds. Retainer fees are non-refundable once a billing period has begun. If Client provides termination notice after the billing date, the current month's retainer is earned in full and services will continue through the end of that billing period.

6.5 Mutual Respect. Advisor reserves the right to terminate immediately, with a prorated refund for unused time in the current period, if the working relationship becomes untenable due to unprofessional conduct, harassment, or repeated failure to collaborate in good faith.

7. Confidentiality

7.1 Mutual Obligation. Both parties agree to maintain the confidentiality of proprietary business information, strategies, financial data, and other sensitive materials shared during the engagement.

7.2 Exceptions. Confidentiality obligations do not apply to information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was known prior to disclosure; (c) is independently developed; or (d) must be disclosed by law.

8. Intellectual Property

8.1 Client Materials. Client retains all rights to materials, data, and content provided to Advisor.

8.2 Deliverables. Custom deliverables created specifically for Client (templates, documentation, configured systems) become Client's property upon full payment.

8.3 Advisor Tools and Methods. Advisor retains all rights to pre-existing tools, frameworks, methodologies, and general knowledge, including the right to use similar approaches for other clients.

9. Independent Contractor

Advisor is an independent contractor, not an employee, partner, or agent of Client. Advisor maintains control over working methods, schedule, and tools used. Nothing in this Agreement creates an employment relationship, and Advisor is responsible for their own taxes and benefits.

10. Limitation of Liability

10.1 Advisory Nature. Services are advisory in nature. Client is responsible for final decisions and implementation. Advisor does not guarantee specific business outcomes.

10.2 Liability Cap. To the maximum extent permitted by law, Advisor's total liability for any claims arising from this Agreement shall not exceed the fees paid by Client in the three (3) months preceding the claim.

10.3 Exclusions. Neither party shall be liable for indirect, incidental, consequential, or punitive damages, including lost profits or business opportunities.

11. General Provisions

11.1 Entire Agreement. This Agreement, together with any proposal or SOW, constitutes the entire agreement between the parties regarding the subject matter herein.

11.2 Amendments. This Agreement may be amended by mutual written consent or by Advisor providing thirty (30) days notice of changes to these terms. Continued use of services after notice constitutes acceptance.

11.3 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflicts of law principles. Any legal action arising from this Agreement shall be brought exclusively in the state or federal courts located in New York.

11.4 Dispute Resolution. The parties agree to attempt to resolve disputes through good faith negotiation before pursuing formal remedies. Any disputes not resolved informally within thirty (30) days may be submitted to binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, with arbitration to take place in New York.

11.5 Severability. If any provision is found unenforceable, the remaining provisions shall continue in effect.

Acceptance

By paying an invoice or otherwise engaging services, Client acknowledges that they have read, understood, and agree to be bound by these Terms of Service.

Questions?

Contact us at: finance@portioneight.com