Agreement

Alongside LLC Advisory Services Agreement

This Advisory Services Agreement ("Agreement") is entered into between Alongside LLC, a California limited liability company ("Alongside"), and the undersigned ("Client"). Alongside provides decision counsel and life-design facilitation: working alongside the Client to think clearly through a significant decision and discern a clear next step.

1. Nature of the Relationship

1. Independent relationship. Alongside is an independent practice engaged by the Client for advisory services. Nothing in this Agreement creates a partnership, joint venture, agency, employment, or fiduciary relationship between Alongside and the Client. Each party acts on its own behalf.
2. Counsel. This is advisory counsel, a confidential setting in which the Client can think out loud, be heard, and be challenged where it helps. It does not constitute therapy or any licensed professional service, as described in Section 1.3.
3. Professional credentials disclaimer. Alongside and its principal are not licensed therapists, psychologists, psychiatrists, counselors, physicians, attorneys, financial advisors, or other licensed professionals. The services do not constitute therapy, medical advice, legal advice, financial or tax advice, or professional counseling of any kind, and do not diagnose or treat any mental disorder or medical condition. The Client assumes sole responsibility for consulting appropriate licensed professionals (medical, legal, financial, mental health) as needed.
4. Client responsibility. The Client is a capable adult exercising independent judgment. All decisions, choices, actions, and their results remain the Client’s own. Alongside is not liable or responsible for any action or inaction of the Client, or for any direct or indirect result of the services, except as expressly stated in this Agreement.
5. Honest participation. The Client agrees to communicate honestly, be open to challenge, and give the work the time and attention it needs.

2. Scope of Services

1. Alongside provides advisory sessions, virtual or in person, as confirmed to the Client before payment. The applicable offering, fee, and session duration are as set out in the Client’s booking confirmation or invoice, which is incorporated into this Agreement by reference. For a multi-session engagement, the number and cadence of sessions are stated in that confirmation or invoice.
2. Single-conversation offerings consist of one session. Multi-session engagements consist of the number of sessions stated in the booking confirmation or invoice. For a multi-session engagement, Alongside is reasonably available to the Client by email and messaging between scheduled sessions for brief continuity and questions. This access is not a substitute for a scheduled session, and substantive additional work is provided under Section 2.3.
3. At the Client’s request, Alongside may make additional time available beyond the booked session(s), at a rate of $10,000 per hour, reflecting Alongside’s principal advisory time. This may include extending a session or attending to the Client’s matters between sessions.
4. Exclusions. The services do not include therapy, diagnosis or treatment, legal, financial, tax, or medical advice, or any guaranteed outcome.

3. Fees and Payment

1. The fee, duration, and payment terms are as stated in the booking confirmation, provided before payment. Payment is due in full at the time of booking, by the method selected at registration.
2. Cancellation and refund. The Client may cancel and receive a full refund within 72 hours of payment. After 72 hours the payment is non-refundable, except as required by law, as provided in Section 6 (Cancellation and Missed Sessions), Section 7 (Term and Termination), or Section 8 (Integrity Refund).
3. Session fee. In this Agreement, the "session fee" means, for a single-conversation offering, the total fee paid; and for a multi-session engagement, the total engagement fee divided by the number of sessions in the engagement.

4. Scheduling

1. Sessions are scheduled at a time agreed by both parties, once payment has been received. Single-conversation offerings consist of one session; multi-session engagements typically meet on the cadence stated in the booking confirmation, subject to both parties’ availability. Sessions typically run 60–120 minutes depending on the offering.

5. Confidentiality

1. This advisory relationship, and all information the Client shares with Alongside as part of it, is held in confidence. Please note, however, that this is not a legally privileged relationship like the attorney–client, physician–patient, or clergy–penitent relationships, and communications are not protected by any legally recognized privilege. Alongside will not disclose any information about the Client, or the Client’s name as a reference, without the Client’s written consent.
2. Confidential information does not include information that: (a) was in Alongside’s possession before the Client furnished it; (b) is generally known to the public or in the Client’s industry; (c) Alongside obtains from a third party without breach of any obligation to the Client; (d) Alongside independently develops without use of or reference to the Client’s confidential information; (e) Alongside is required by statute, lawfully issued subpoena, or court order to disclose; (f) is disclosed where Alongside reasonably believes there is an imminent risk of serious bodily injury or death to the Client or others; or (g) involves illegal activity. The Client agrees to raise any confidentiality questions or concerns with Alongside in a timely manner.

6. Cancellation and Missed Sessions

1. The Client is responsible for giving Alongside at least 24 hours’ notice of a need to reschedule a session. Rescheduling. With 24 hours’ or more notice, the session is rescheduled at no cost. Missed sessions. If the Client misses a scheduled session without 24 hours’ notice, the session fee for that session is forfeited. Alongside will make a good-faith effort to reschedule within 30 days at no additional cost; if the session is rescheduled and completed within 30 days, no forfeiture applies. If it is not, the session fee for the missed session remains forfeited and non-refundable. Alongside cancellation. If Alongside cancels a scheduled session with less than 24 hours’ notice, Alongside will first work with the Client to reschedule the session at no cost. If a reschedule cannot reasonably be arranged, the Client is entitled to a full refund of the session fee for that session.

7. Term and Termination

1. Either party may terminate this Agreement at any time on one week’s written notice.
2. Refunds on termination. By the Client. For a multi-session engagement, if the Client terminates, the Client is entitled to a pro-rata refund for any unused prepaid sessions (the number of sessions remaining divided by the total number originally booked), less a cancellation fee equal to the greater of 25% of the total engagement fee or $8,000. The cancellation fee will not exceed the refund otherwise due. The 72-hour window in Section 3 and the Integrity Refund in Section 8 continue to apply. For a single-conversation offering, Section 3 governs. By Alongside. For a multi-session engagement, if Alongside terminates, the Client is entitled to a pro-rata refund for any unused prepaid sessions, calculated as the number of sessions remaining divided by the total number originally booked. For a single-conversation offering not yet held, the Client receives a full refund. All refunds are processed within 14 business days of termination.

8. Integrity Refund

1. Alongside’s only stake in this work is the Client reaching a well-discerned decision that is genuinely the Client’s own. Alongside holds no interest in which way the Client decides.
2. The commitment. If a material conflict of interest on Alongside’s part compromises the engagement, Alongside will disclose the conflict and refund the fees the Client paid for the affected engagement. A material conflict of interest means a circumstance in which Alongside’s principal has an interest in the outcome that is in tension with giving the Client uncompromised counsel. Examples include: a live option under consideration involves a company Alongside’s principal invests in or advises, or a competitor of such a company; the decision would route paid work or referrals back to Alongside; or a relationship Alongside’s principal shares with the Client or a third party rides on the outcome.
3. This obligation is express and survives the limiting provisions. Notwithstanding the no-guarantee and limitation-of-liability provisions in Section 9, and the entire-agreement provision in Section 10, the Integrity Refund commitment in this Section 8 remains in full force.

9. No Guarantees; Limitation of Liability

1. The services are provided on an as-is basis, with reasonable care and in good faith. Except as expressly provided in this Agreement, Alongside makes no guarantees, representations, or warranties of any kind, express or implied, including any warranty of a particular result or outcome. The Client retains sole responsibility for all decisions and actions taken.
2. In no event is Alongside liable to the Client for any indirect, consequential, or special damages. Notwithstanding any damages the Client may incur, Alongside’s entire liability under this Agreement, and the Client’s exclusive remedy, is limited to the amount actually paid by the Client to Alongside under this Agreement, except for the Integrity Refund obligation in Section 8, which applies in addition.
3. Notwithstanding the foregoing, nothing in this Agreement limits Alongside’s liability for fraud, willful misconduct, or violation of applicable law.

10. Entire Agreement

1. This document is the entire Agreement between Alongside and the Client and reflects the complete understanding of the parties on its subject matter. It supersedes all prior written and oral representations. Except for the express obligations stated in this Agreement, including the Integrity Refund in Section 8, no other promises or understandings apply. This Agreement may be amended only in a writing signed by both Alongside and the Client.

11. Intellectual Property

1. Alongside retains all rights in its methods and materials. Any written notes or summaries Alongside provides to the Client are for the Client’s own use. Alongside’s methods and materials may not be reproduced or redistributed without Alongside’s written consent.

12. Severability

1. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions continue in full force. If a court finds a provision invalid or unenforceable but capable of being made valid by limiting it, that provision is enforced as so limited.

13. Waiver

1. A party’s failure to enforce any provision of this Agreement is not a waiver of its right to enforce that or any other provision later.

14. Governing Law

1. This Agreement is governed by and construed under the laws of the State of California, without regard to its conflicts-of-laws provisions.

15. Binding Effect

1. This Agreement binds the parties and their respective successors and permitted assigns. The Client may not assign this Agreement without Alongside’s written consent.

Provided by Alongside LLC, by Eugene Siew, Member.