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$FIRSTNAME$,

I am pleased to partner with you regarding your Human Resources consulting needs.  This Statement of Work and Terms and Conditions establishes the Agreement for our work together.

Statement of Work

The Statement of Work represents the elements, timeline, and fees for the "Ask Me Anything" Micro Consulting Session between $FIRSTNAME$ $LASTNAME$ (Client) and Susan Nelson (Consultant), Founder and Principal Consultant, HR Leaders Coach, commencing upon acceptance of this Statement of Work.  The work will be performed by Susan Nelson.  

Description of Package

"Ask Me Anything" Micro Consulting Session: Client may access up to 1 (one) hour of one-on-one Human Resources advisory services by video conference (Zoom). Topics and priorities will be discussed and mutually agreed upon between the Client and Consultant. All work will be performed virtually and off-site in one hour increments.

"Ask Me Anything" Micro Consulting Sessions are subject to the following terms:

• You have 30 days from date of purchase to utilize session hours.  At the end of 30 days, any unused hours will expire.
• "Ask Me Anything" Micro Consulting Sessions will be provided virtually and off‐site in one hour increments.
• Please note: Ask Me Anything" Micro Consulting Sessions is purely advisory in nature and NOT program development/implementation, clerical support or administration of paperwork (e.g. filing, copying, and processing of documents or forms).

Implementation Schedule

All services will begin upon acceptance of this SOW and payment is made in full. 

Fees and Invoicing

The fee for a single "Ask Me Anything " Micro Consulting Session is $350.00 per hour and is due in full prior to scheduling (minimum 1 hour increments). A single hour session must be utilized in its entirety within 30 days of purchase and any unused time does not carry over to future sessions.

Additional Services

Additional fractional HR Leadership Advisory Services (on more complex topics such as: building out HR function for the first time, up-leveling your existing HR function, developing a people-centric culture, navigating a hybrid or remote-first work model, effectively leveraging your HR partner, aligning HR priorities and performance with business objectives) are available on a monthly retainer and require a different scope of work and will be charged a different fee.  Such services shall be subject to our mutual signature on a new written SOW.

Terms and Conditions

All services provided to Client are subject to Consultant's standard Terms and Conditions (the “Terms”). This letter, each SOW, and the Terms are our agreement regarding the services we provide to you (respectively, the “Agreement” and the “Services”).

Legal Disclaimer

Human Resources consulting services are not intended to provide legal advice or serve as a substitute for legal counsel. Our services should not be considered a legal opinion as to which laws apply to a particular situation or document, or how they may apply. It is your choice whether or not to seek the advice of an attorney on a particular matter. If you do, you acknowledge that you are solely responsible for all related legal fees and costs.

Closing

This Proposal is valid for 30 days from today.  Please review this Proposal and contact me with any questions at susan@hrleaderscoach.com. If this Proposal is acceptable, please accept below and submit payment online.

Thank you for the opportunity and I look forward to working with you.

Regards,

Susan Nelson

HR Leaders Coach

408‐384‐9759

Terms and Conditions

These Terms and Conditions (the “Terms”) are related to the Statement of Work (the “SOW”) dated 12/22/2024 as well as future SOWs we may enter into during the term of our engagement (which, together, form our “Agreement”).

1. COMMENCEMENT OF AGREEMENT: The Agreement is effective when both parties have signed the initial SOW.

2. SOW: Each SOW contains a description of the Services, fee amount, schedule for payment, and timeline for deliverables.

3. FEES: Unless otherwise specified in the SOW, Services are billed at our then‐ current hourly rates in minimum units of fifteen minutes (0.25 of an hour). Our rates may change from time to time on 30 days’ written notice. If a client declines to pay the new rate, we reserve the right to terminate Services.

4. PAYMENT: We accept payment via check, credit card or PayPal and payment is due in full upon receipt of the invoice. Work will not begin until the first invoice is paid. Past‐due amounts are subject to a 2% /month rebilling fee until full payment is received. While our detriment for late payment is difficult to ascertain at this time, you agree this fee is a reasonable estimate. We also reserve the right to modify, suspend, or terminate Services if any account becomes more than thirty (30) days past due.

5. DISCLAIMER: You acknowledge and agree that we are in the business of providing human resources advice, not legal advice. No attorney‐client relationship exists between our firms or their employees, contractors, agents, and affiliates. We will not advise you or such parties about their legal rights, nor will we prepare any documents to secure legal rights. Our human resources advice is not a substitute for the advice of independent legal counsel. If you seek legally binding advice, please contact an attorney.

6. INDEPENDENT CONTRACTOR RELATIONSHIP: Our firms are independent contractors to each other. We have no authority to obligate you without your prior written authorization. Employees and subcontractors we use to provide the Services are (a) under our exclusive management, direction and control (and we shall be responsible for appropriate withholdings) and (b) ineligible for any employment rights or benefits you offer. We will provide at our own expense insurance, training, permits, and licenses. We will pay when due, all taxes, including estimated taxes, incurred from payments for the Services. We will indemnify and hold you harmless from and against any and all claims, losses, liabilities, damages, or costs (“Indemnification”) arising from our failure to do so.

7. DELEGATION: Normally, Services are performed by Susan Nelson. We may, in our sole discretion, delegate certain tasks to our other employees and subcontractors who will perform such tasks with equal diligence and quality.

8. EXPENSES; TAXES: Unless otherwise stated in a SOW, we are responsible for expenses we incur in providing the Services.

9. MUTUAL COOPERATION: We appreciate your providing us with information and cooperation we may reasonably request to enable us to perform the Services. Your timeliness will help avoid any delay in delivery of the Services. You agree that we will rely on information we receive from you without independent verification and that such information is accurate and complete.

10. BUSINESS OPERATIONS: Our sole obligation is to perform the Services under this Agreement. You agree that you are solely responsible for your decision to act, or to not act, in response to advice from us, as well as other aspects of your company’s activities, contracts, products, services, intellectual property, or information you provide us (collectively, your “Business Operations”). You agree to provide us Indemnification related to your Business Operations.

11. CONFIDENTIALITY: In performing the Services, we may have access to trade secrets and other confidential information (“Confidential Information”) of your company such as employee information, formulas, customer lists, designs, processes, inventions, methods, business strategies, plans, and operations. All Confidential Information will remain your sole property and will not be used or copied by us except to provide the Services. We will keep the Confidential Information in the strictest confidence and will not disclose it in any manner to any third party other than our employees or contract personnel to the extent necessary to provide the Services and only after they have agreed in writing to these confidentiality obligations. Upon termination of the Agreement or at your written request, we will promptly return all of the Confidential Information we possess or control, including computer files, documents, and notes.

12. NON‐SOLICITATION: During the term of our Agreement and for a period of one year thereafter, both of us agree not to solicit for hiring or retention any of the other’s employees or contractors that we became aware of as a result of the Services. We both acknowledge and agree that (a) our relationships with our respective employees and contractors is Confidential Information that has been developed through significant time and expense, (b) any breach of this Section is unfair competition and (c) we will not engage in unfair competition.

13. OUR RESPECTIVE RIGHTS IN THE SERVICES: You own deliverables provided by us with the Services (the “Work Product”) upon your payment in full. However, rights to our pre‐existing information, materials, or third‐party works (our “Consultant Information”) contained within the Work Product remains the exclusive property of us and/or our licensors. You receive a non‐exclusive, perpetual, royalty‐free license of our Consultant Information in order to use the Services. We may retain a copy of the Work Product for our internal use, and we may use in consulting projects for other clients general industry and business information derived in the course of performing the Services, as long as such information is not specific to your company.

14. NO CONFLICT OF INTEREST: As an independent contractor, we may provide services to other clients. However, we shall not, without obtaining your written consent, provide services to any company that directly competes with you if such services could reasonably have a material adverse effect on your business.

15. LIMITATION OF LIABILITY: We are not liable for any indirect, special, punitive, consequential or incidental damages relating to our providing the Services or this Agreement, even if we are aware of the possibility of such damages. Except for claims based on our gross negligence or willful misconduct, our total liability relating to this Agreement shall not exceed the total fees paid by you to us for Services during the six (6) months prior to the event causing the claim.

16. TERMINATION: Either of us may terminate a SOW or the Agreement upon fifteen (15) days’ advance written notice (fees for Services during this notice period continue to apply), or immediately if the other party (a) commits a material breach of our Agreement and such breach continues uncured for a period of thirty (30) days after written notice, (b) becomes the subject of a voluntary or involuntary bankruptcy proceeding, or (c) ceases its business operations. We both agree that if there is a problem that arises, we will promptly notify the other party so it can be addressed in a timely manner.

17. DISPUTE RESOLUTION: If we are unable to amicably resolve a dispute through discussion within thirty (30) days, either of us may request that the dispute be settled by binding arbitration in San Jose, California in accordance with the Commercial Arbitration rules of the American Arbitration Association by one arbitrator. Each of us shall each pay one‐half (1/2) of the costs and expenses of the arbitrator, but we shall each be responsible for the fees and expenses of our respective legal counsel, witnesses, and experts. However, either of us may apply to any court of competent jurisdiction for equitable relief with regard to any claim related to confidentiality or intellectual property rights.

18. GENERAL: The Agreement is our entire agreement regarding the subject matter and supersedes all prior communications. It may be amended, waived, or assigned only by mutual written consent except where assignment is due to a party’s merger/acquisition or similar transaction. It is binding on our authorized successors and assigns and is governed by California law (excluding its conflict‐of‐laws provisions). If any provision is held by a court of competent jurisdiction to be invalid, such provision shall be enforced to the extent of the law and all remaining provisions remain effective. Any notice shall be provided personally or by overnight delivery. If performance (other than payment) is hindered for reasons beyond a party’s reasonable control, a grace period shall be granted up to thirty (30) days if such party provides timely notice to the other.

By purchasing an "Ask Me Anything" Micro Consulting Session, you understand the contents of this contract and agree to the terms and conditions as outlined here.  Click "I Accept" below and you'll be prompted with more information on how to get started.