This AI-Realty Consulting Agreement (the “Agreement”) is made and entered into by the undersigned parties (referred to individually as the “Client”, “Agency Coordinator”, and the “Consultant”, and collectively as the “Parties”) as of the date signed on the associated Engagement Letter of The AI Product Guy (“Engagement Letter”). The Agreement shall auto-renew quarterly (every 3 months) for 6 years, unless a cause record is unresolved in accordance with the Primary Dispute Resolution (“PDR”) herein.
Engagement Overview.
The Client has engaged the Consultant for a three-month period to provide AI-realty product consulting services, supervised by a talent agency. The Consultant’s compensation includes a base monthly rate plus a performance bonus, evaluated quarterly. The Client will co-facilitate required meetings, cover all related fees, and reimburse business expenses incurred during service delivery. Additionally, the Consultant will manage a project budget to effectively align with the Client’s designated priorities.
Scope of Work.
The Consultant agrees to deliver services in alignment with the Client’s prioritized levels, ranging from P1 to P5, and the Client’s scope (“Designated Priorities”) in the Engagement Letter.
Performance Bonus.
The Client shall provide a 10-100% bonus in addition to the cumulative Monthly Rate once per quarter at the Client’s discretion to indicate performance satisfaction. The Consultant may direct this bonus towards the project budget at his sole discretion. For the purposes of this Agreement, satisfactory performance shall be defined as the delivery of scoped work categorized under the P1 priority level (“P1 Deliverables”), in addition to the delivery of approximately 70% of scoped work categorized under P2 to P4 (“Secondary Deliverables”).
Required Meetings.
The Client and Consultant shall co-facilitate the following meetings:
- Product Review meeting bi-weekly
- All-hands Staff meeting monthly and up to 5 1on1s monthly
- Agency Check-in quarterly
- Priorities, Performance, & Budget Review meeting quarterly
- Board of Directors Strategy meeting quarterly
Weekly Availability.
The Consultant agrees to provide services to the Client based on the following alternating-week availability schedule, aligned with the Utah time zone. This schedule is subject to exceptions for holidays and includes 1 week of Personal Time Off (PTO) accrued per month, which can be taken at the Consultant’s discretion except for the designated Onsite Week. The schedule may be adjusted through mutual agreement between the Parties. The Client is expected to be available or to designate project contacts to assist the Consultant in delivering the scoped work effectively.
| Location | Availability | Response Time | Focus | Apps | |
|---|---|---|---|---|---|
| Onsite Week | Sandy, Utah | Mon-Thu 9am-5pm | 30 mins | Scope of Work, Required Meetings | Cal, Telegram, Notion |
| Field Week | Field/Remote | Mon-Thu 9am-3pm 8pm-11pm | 72 hours | Ideation, Support, Documentation | Cal, Telegram |
| Flex Week | TBD | Mon-Thu 9am-3pm 8pm-11pm | 24 hours | Scope of Work, Some Meetings | Cal, Telegram, Notion |
| Field Week | Field/Remote | Mon-Thu 9am-3pm 8pm-11pm | 72 hours | Ideation, Support, Documentation | Cal, Telegram |
Payment Terms and Pre-payment Discounts.
The Client agrees to an activation payment, equivalent to at least the Minimum Monthly Rate, which is due upon the signing of the engagement letter. This activation payment is essential to initiate the consulting services.
The Client has the option to pay in advance, which can be advantageous for tax planning or as a demonstration of commitment. The following discounts apply for advance payments:
- A 10% discount on the Monthly Rate for payment 3 months in advance.
- A 15% discount for payment 6 months in advance.
- An additional 3% discount for every subsequent 3-month advance payment period, up to a maximum of 24 months. The following table shows the discounts if the Minimum Monthly Rate was $5,000.
| Months | Total Value | Discount Amount | Pre-paid Amount | Discount % |
|---|---|---|---|---|
| 3 | $15,000 | $1,500 | $13,500 | 10% |
| 6 | $30,000 | $4,500 | $25,500 | 15% |
| 9 | $45,000 | $8,100 | $36,900 | 18% |
| 12 | $60,000 | $12,600 | $47,400 | 21% |
| 15 | $75,000 | $18,000 | $57,000 | 24% |
| 18 | $90,000 | $24,300 | $65,700 | 27% |
| 21 | $105,000 | $31,500 | $73,500 | 30% |
| 24 | $120,000 | $39,600 | $80,400 | 33% |
These pre-pay discounts are intended to provide flexibility and financial benefits to the Client who chooses to make advance payments. In the event that the services are terminated or reduced before the completion of the prepaid period, a refund will be issued on a pro-rata basis. This refund will be calculated based on the discount rate corresponding to the number of months actually fulfilled in comparison to the total prepaid period. For instance, if a Client prepays for 12 months but terminates services after 9 months, the refund will be calculated using the discount rate applicable for 9 months.
Invoicing & Expenses.
The Consultant’s agency shall issue monthly invoices to the Client for any outstanding balance of active rates, fees incurred, and reimbursable expenses. The Client is responsible for reimbursing all reasonable travel, approved software, and associated expenses incurred by the Consultant in the performance of the services.
If the Client fails to make payment within 15 days of the invoice date, a 10% late fee will be added to the outstanding amount. Furthermore, if the payment is more than 30 days late, additional collection fees may be incurred beginning at 10% of the outstanding amount.
Intellectual Property.
Nothing in this Agreement shall be construed as granting any rights under any patent, copyright or other intellectual property right of any Party, nor shall this Agreement grant a Party any rights in or to the Other Party’s confidential information, except for the limited right to use the confidential information in connection with the consulting services.
However, if and to the extent that either Party jointly or solely conceives, develops or reduces to practice any new inventions, original works of authorship, developments, concepts, know-how, improvements, trade secrets, or other intellectual property, whether or not patentable or registrable under patent, copyright, trademark, or similar laws (collectively, “Intellectual Property”), which clearly relates to the other Party’s business or technology and were created by a Party and disclosed for use by the other Party as part of the disclosing Party’s performance under this Agreement, the disclosing Party shall grant, and hereby grants an irrevocable, perpetual, worldwide, royalty-free, non-exclusive, non-transferable license to the Intellectual Property, and in the absence of an express license, the Consultant shall be deemed to have constructively granted such license as of the time that the Consultant first provided the solution.
Confidentiality.
Both parties commit to maintaining privacy and confidentiality of information shared in the course of this Agreement, protecting it against unauthorized use or disclosure.
Termination.
This Agreement may be terminated by either party only after a cause record has been unresolved for more than 30 days in accordance with the PDR. Upon termination, the Consultant may provide a comprehensive plan to transition ongoing work. The Client is responsible for compensating the agency for all work completed up to the termination date and any additional work agreed upon in the transition plan.
Primary Dispute Resolution (“PDR”).
This Agreement, inclusive of the Engagement Letter and Primary Dispute Resolution Memorandum 23.12 stipulations below, represents the complete understanding between the parties, superseding all previous agreements, whether oral or written. Amendments or modifications to this Agreement are valid only if made in writing and signed by both parties.
If any provision of this Agreement is found to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired. In such an event, the parties agree to replace the invalid, illegal, or unenforceable provision with a valid provision that most closely approximates the intent and economic effect of the invalid provision.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the dates set forth in the associated Engagement Letter as recorded by the Agency Coordinator.
AI-Realty Engagement Letter with The AI Product Guy
Primary Dispute Resolution Memorandum 23.12
This Primary Dispute Resolution Memorandum 23.12 (PDR) governs any dispute arising out of any written agreement (”Agreement”) that specifically incorporates this PDR in writing or by reference. Capitalized terms provided herein have the meaning provided in this PDR or in the Agreement.
Unifying Principles
These unifying principles with the associated promises establish principle-based dispute resolution.
Primary Dispute Resolution Promise
We promise to authentically, directly, peacefully, and proactively provide feedback and respond to complaints within 30 days. In lieu of litigation, we will first (1) attempt direct discussion, (2) record the cause and issues, (3) contract principle-first conciliator(s), and (4) if necessary, submit the dispute(s) to binding arbitration before a mutually agreed arbitrator. We accept that violating this promise may result in fines, sanctions, restrictions, promise slate annotations, and additional reporting obligations.
Mutual Integrity Promise
We promise to honor our word as our bond in acting with integrity.
Intergenerational Respect Promise
We promise to all who are similarly obliged to respect the autonomy of others, to treat our children and each other with the gentleness and respect worthy of God’s children, to spend no less than 5 hours per month journaling and intergenerational mentoring, to seek resolution in a spirit of peace, guided by prayer, wisdom, and the counsel of our principled community.
Direct Discussion.
Parties in a dispute (collectively the ”Disputants” and individually a “Disputant”) arising out of the Agreement shall first attempt to resolve their dispute through private discussion with each other in accordance with Unifying Principles, seeking a mutually agreeable remedy.
Cause Record.
During direct discussion, any of the Disputants may involve one or more recorders to document the date, named issue(s), mutually consented agreements or disagreements, a reasonable remedy proposal, and an optional good cause affidavit (“Cause Record”). The Disputants shall have equitable access to the Cause Record, which must be recorded in a secure, private, and authentic-able format and location or data room. Human recorders shall agree to the Principled Peacemakers Compact or an equivalent agreement, and shall be bound to confidentiality (equivalent to Common Paper’s MNDA) prior to involvement in discussions. AI/Bot recorders shall be supervised by human recorders who have accepted equivalent agreements.
Scheduling.
If scheduling becomes an issue, the Disputants and willing recorders shall setup a cal.com account (or mutually agreed upon solution), list their availability for meeting, and share their availability each other.
Conciliation.
If the dispute remain unresolved within 7 days of the Cause Record’s creation, or sooner if mutually agreed, any of the Disputants may request conciliation with a principle-first conciliator, directed to a fair resolution based on the Cause Record and mutually accepted principles and values of the Disputants and each Disputant’s written pledges, promises, and/or agreements to or with the other Disputant, including at least the Unifying Principles herein. If the Disputants cannot agree on a choice of conciliator, the recorders may assist in selecting any reasonably qualified and willing neutral conciliator by majority vote. If multiple issues are being conciliated, the conciliator shall ask each Disputants to rank-order the issues and remedies prior to meeting.
Arbitration.
If conciliation is acknowledged by both Disputants to be unsuccessful or undesired, if any Disputant expressly refuses to conciliate, or if any Disputant fails to participate in conciliation within ninety (90) calendar days after good cause has been documented by at least two (2) recorders and notice requesting conciliation is effective, either Disputant may request PFCR by binding arbitration. If the Disputants cannot agree on an arbitrator within thirty (30) days after a proper request for binding arbitration is made, the Disputants shall jointly ask JAMS to select a qualified arbitrator to arbitrate the dispute according to JAMS’ Streamlined Rules, and JAMS’ choice of neutral shall be binding on both Disputants. If a Disputant fails to participate in arbitration after proper escalation and notice under this PDR, the other Disputant may ask JAMS to select a qualified arbitrator to arbitrate the dispute according to JAMS’ Streamlined Rules. In such case, the arbitrator may render an opinion and award based on evidence submitted by the requesting Disputant alone after reasonable notice and opportunity to participate in the arbitration is provided to the non-requesting Disputant, which opinion and award shall bind both Disputants.
Nonsuit.
Except to enforce a valid arbitration award, or to prevent irreparable harm as provided in this paragraph, no Disputant shall sue the other Disputant in any court of law. Notwithstanding the foregoing, either Disputant may seek emergency injunctive relief against the other Disputant for acts or omissions within the scope of a dispute that cause or are likely to cause irreparable harm, without first satisfying the requirement of prior discussion, conciliation, or arbitration.
Costs.
Costs for principle-first conciliators and arbitrators shall be shared equally by the Disputants if good cause is established in the Cause Record, unless agreed otherwise or required by law.
Venue and Choice of Law.
The PDR shall be governed and construed in accordance with the laws of United States of America, without regard to its conflict of law provisions. Any use of AI in the process will be transparently disclosed.
Any failure to enforce any right or provision of the PDR will not be considered a waiver of those rights. If any provision of PDR is held to be invalid or unenforceable by a court, the remaining provisions of PDR will remain in effect. The PDR constitute the entire agreement between the Disputants regarding Dispute Resolution, and supersede and replace any prior written and/or oral agreements.
The Disputants may choose any mutually agreed venue and choice of law consistent with this PDR. To the extent not otherwise provided by this PDR or agreed in writing by the Disputants, the venue for any legal dispute or arbitration award arising under the Agreement and/or PDR shall be the Utah State Courts of Salt Lake County Utah, and the applicable law shall be Utah law.
Notice & Consent.
Notice under this PDR is effective when made via the Consent Channel for the Agreement, to the Signal or Telegram address of the Disputants in use in the Consent Channel, or to any other notice address adopted for use with this PDR and agreed in writing by the Disputants.
[! ]+ Utah PDR Channels - Notice & Consent Channels Show notice and consent of this Primary Dispute Resolution Memorandum PDR 23.12 by joining one or more of these Utah PDR Channels:
Verify Consent Channel Description: This group is for people accepting this Primary Dispute Resolution Memorandum PDR 23.12 or similar agreement, to show notice and consent, and for communications concerning the same.