This Agreement is effective on the date below signified by the undersigned Client, with a standing offer from GBR Associates, LLC d/b/a God Bless Retirement, a Texas limited liability company ("Firm").
Engagement and Scope
Client hires Firm on a non-exclusive basis to provide lead activation services, including outbound calls, introductions, meeting scheduling, event follow-up, and relationship support.
Firm does not provide investment, legal, tax, accounting, brokerage, or escrow services under this Agreement. Firm will not negotiate securities transactions.
Firm may:
Make outbound calls and conduct relationship outreach
Identify and introduce commercial relationships for non-securities opportunities
Schedule calls and meetings
Provide follow-up after meetings, referrals, or events
Provide relationship-management support and basic commercial coordination
Offer general market observations (not investment, legal, tax, accounting, valuation, or brokerage advice)
Firm will not:
Engage in any securities negotiation
Act as an investment adviser
Handle, receive, hold, transmit, or control money or securities
Prepare offering materials, subscription documents, or investor qualification materials
Verify accredited investor status or perform securities diligence
Bind Client or any third party
Provide legal, tax, accounting, appraisal, valuation, or real-estate brokerage services
Definitions
Documented Outreach means a written record kept by Firm (CRM entry, email, call log, meeting log, or spreadsheet) showing the date, target, outreach method, and general substance of the outreach.
Activated Relationship means a person or entity that:
a. Is first introduced, re-introduced, or reactivated by Firm during the Term;
b. Has at least one substantive business interaction with Client during the Term (such as a live call, meeting, request for proposal, exchange of business information, diligence discussion, event attendance, or negotiation of a non-securities commercial transaction); and
c. Is not excluded by Client as a Pre-Existing Relationship within five (5) business days after Firm gives written notice of that relationship to Client.
Relationships that have attended a GBR event may constitute a prior relationship with related online or phone engagements.
Pre-Existing Relationship means a person or entity that Client can show, with reasonable records, had a material and active business relationship, live commercial discussion, or direct pursuit by Client within the twelve (12) months before Firm first identified that relationship in writing. This may include direct engagement at a GBR event and engagements after the signing of this agreement during the term of services.
Monies Procured means gross cash actually received by Client or its affiliates from an Activated Relationship as a direct result of a non-securities commercial transaction arising from Firm's services under this Agreement.
Monies Procured includes cash received under service agreements, supply agreements, referral arrangements, consulting agreements, licensing agreements, sponsorships, commercial partnerships, asset transactions, or similar commercial agreements that do not involve securities.
Monies Procured does not include:
a. Amounts not actually received by Client;
b. Taxes, pass-through reimbursements of third-party costs, or returned, refunded, rescinded, charged-back, or clawed-back amounts; or
c. Non-cash consideration, unless the parties later agree in writing on a cash-equivalent amount.
Fees and Payment
Client will pay Firm:
a. A one-time initiation fee of $10,000 for onboarding, setup, scripting, CRM preparation, outbound call activations, and related launch work; and
b. 2.5% of Monies Procured from Activated Relationships.
The initiation fee is billed once at the start of the engagement, is earned when Firm begins onboarding or activation work, is not a deposit, and is not a credit against the 2.5% fee unless Firm agrees otherwise in writing.
The 2.5% fee is earned only when Client actually receives Monies Procured. If Client receives Monies Procured in stages, the 2.5% fee is earned and payable in the same stages.
If Client believes a relationship is a Pre-Existing Relationship, Client must object in writing within five (5) business days after Firm's written notice and provide a reasonable basis for the objection. If Client does not object on time, the relationship will be treated as a Firm relationship for purposes of this Agreement.
If Client later repays, refunds, or loses previously counted Monies Procured and has already paid the related 2.5% fee, Firm will credit the overpayment against the next invoice or refund it within thirty (30) days after receiving reasonable written proof.
Client will pay each undisputed invoice within ten (10) business days after receipt by online transfer. If Client disputes an invoice, Client must send written notice within ten (10) business days after receipt, stating the basis in reasonable detail. The parties will work in good faith to resolve the dispute promptly. Client must still pay all undisputed amounts when due. Late amounts may accrue interest at the lesser of 1.0% per month or the maximum lawful rate.
Client Responsibilities
Client represents, warrants, and agrees that:
a. It has authority to enter into this Agreement and the signer has authority to bind Client;
b. Information provided to Firm will be materially accurate to Client's knowledge;
c. It will review Firm's written relationship notices and identify any Pre-Existing Relationship within five (5) business days;
d. It remains solely responsible for all business decisions, pricing, diligence, negotiation, contracts, and legal compliance;
e. It will notify Firm within five (5) business days after receiving any Monies Procured from an Activated Relationship; and
f. It will keep complete books and records sufficient to verify Monies Procured.
Term, Termination, and Tail
This Agreement begins on the date signed below and continues until terminated.
Either party may terminate this Agreement for any reason on fifteen (15) days' written notice.
Either party may terminate immediately if:
a. The other party materially breaches this Agreement and does not cure within ten (10) days after written notice; or
b. Continued performance would likely violate law.
Termination does not affect:
a. Fees already earned;
b. The initiation fee once earned;
c. Client's obligation to pay the 2.5% fee on Monies Procured from Activated Relationships activated during the Term; or
d. The tail period below.
Tail Period: For twelve (12) months after termination, Client will still pay the 2.5% fee on Monies Procured received from any Activated
Relationship first activated during the Term.
The sections on fees, payment, confidentiality, intellectual property, limitation of liability, indemnification, dispute resolution, notices, and the tail period survive termination.
Confidentiality
Each party may receive non-public information from the other. Each party will:
a. Use the other party's confidential information only for this Agreement;
b. Protect it with reasonable care; and
c. Disclose it only to personnel or advisors who need to know it and are bound by confidentiality duties.
Confidential information does not include information that is public without breach, already known without duty, independently developed, or lawfully obtained from another source.
If disclosure is legally required, the receiving party will, if legally permitted, give prompt notice.
Intellectual Property
Each party keeps ownership of its pre-existing materials, brand assets, templates, systems, scripts, workflows, and know-how.
Firm keeps ownership of its methods, call frameworks, templates, CRM structures, outreach formats, and operating processes.
After full payment, Client may use deliverables prepared specifically for Client for Client's own internal business purposes.
Limitation of Liability
To the fullest extent allowed by law, neither party is liable to the other for indirect, incidental, consequential, special, exemplary, or punitive damages, including lost profits, lost opportunity, or reputational harm.
Firm's total aggregate liability under this Agreement will not exceed the total fees actually paid to Firm under this Agreement during the twelve (12) months before the event giving rise to the claim.
This section does not limit liability for fraud, willful misconduct, gross negligence, unpaid fees, or breach of confidentiality.
Indemnification
Client will indemnify, defend, and hold harmless Firm and its managers, members, employees, and contractors from third-party claims, losses, damages, liabilities, and reasonable legal fees arising from:
a. Client's breach of this Agreement;
b. Inaccurate, incomplete, misleading, or infringing information supplied by Client;
c. Client's violation of law; or
d. Any securities-related, regulated financial, or licensed-professional activity involving Client that is outside this Agreement, except to the extent caused by Firm's fraud, willful misconduct, or gross negligence.
General Terms
Independent Contractor: Firm is an independent contractor. This Agreement does not create a partnership, joint venture, fiduciary relationship, agency relationship, brokerage relationship, or employment relationship.
Assignment: Neither party may assign this Agreement without the other party's written consent, except to an affiliate or successor in a merger or sale of substantially all assets, with notice to the other party.
Amendments: Any amendment or waiver must be in writing and signed by both parties.
Notices: Formal notices must be sent to the contacts below or to updated contacts later designated in writing. Email notice is effective when sent, unless the sender receives notice of failed delivery.
Firm notice address:
brandon@godblessretirement.com and info@godblessretirement.com
Client notice address:
Brandon Chicotsky (GBR Managing Principal)
4450 Oak Park
PO Box 100774
Fort Worth, TX 76185
Governing Law and Dispute Resolution: This Agreement is governed by the laws of Texas, without regard to conflict-of-law rules. Any dispute arising out of or relating to this Agreement will be resolved by binding arbitration in Tarrant County, Texas. The parties consent to that forum and venue.
Entire Agreement: This Agreement is the entire agreement between the parties on this subject and supersedes prior discussions on this subject.
Severability: If any provision is held unenforceable, the remaining provisions will remain in effect, and the unenforceable provision will be enforced to the maximum extent lawful.
Electronic Acceptance: This Agreement may be accepted electronically, and that acceptance will be treated as an original signature.
