FULCRUM EMPLOYMENT ADVISORY — CLIENT ENGAGEMENT AGREEMENT

FULCRUM EMPLOYMENT ADVISORY — CLIENT ENGAGEMENT AGREEMENT

1. Nature of Services — Strictly Non-Legal Business Advisory

Fulcrum Employment Advisory ("Fulcrum") provides general business coaching, compensation benchmarking, performance improvement plan (PIP) response strategies, performance review navigation, and negotiation communication strategy. FULCRUM IS NOT A LAW FIRM, IS NOT A SUBSTITUTE FOR AN ATTORNEY, AND DOES NOT ENGAGE IN THE PRACTICE OF LAW.

You acknowledge and agree that Fulcrum’s advisors do not provide legal advice, legal opinions, legal drafting, or evaluation of the enforceability of legal agreements. Severance and separation agreements are legally binding contracts that extinguish statutory and common-law rights (including but not limited to Title VII, ADEA, ADA, FMLA, and state labor codes). Fulcrum’s deliverables focus solely on professional positioning, commercial compensation parameters, and communication framing. Fulcrum does not advise on the legal merits of any discrimination, retaliation, or wrongful termination claims. You are expressly advised to have any separation agreement, waiver of claims, or release reviewed by an independent, licensed attorney in your jurisdiction prior to execution.

1. Client-Only Coaching & No Employer Contact

Fulcrum operates exclusively as an advisor and sounding board to you. Fulcrum advisors will not represent you in third-party communications, will not act as your legal agent, and will not contact, write to, or negotiate directly with your employer, former employer, HR representative, or legal counsel on your behalf. All materials provided by Fulcrum are for your personal execution.

2.1. Express Assumption of Risk — Inherent Negotiation & Workplace Hazards

You expressly acknowledge that all workplace negotiations and active performance disputes carry severe inherent professional and financial risks. Under basic principles of contract law, submitting a counter-offer or revised proposal constitutes a legal rejection of an outstanding offer and empowers an employer to revoke or rescind an existing severance proposal entirely.

Furthermore, regarding Performance Improvement Plans (PIPs) and active employment matters, you acknowledge that challenging performance metrics, presenting counter-documentation, requesting alternative separation arrangements, or altering workplace interactions carries the real risk of immediate employment termination. An employer may interpret your responses as insubordination, failure to meet expectations, or a voluntary refusal to perform job duties, which may result in immediate termination for cause, forfeiture of upcoming incentive compensation or unvested equity, and potential disqualification from state unemployment insurance benefits.

Fulcrum does not guarantee that your employer will modify a PIP, extend timelines, approve an off-ramp, or maintain your employment. You understand that any decision to challenge a PIP, submit correspondence to HR, or propose an exit rests entirely with you. You knowingly, voluntarily, and expressly assume all risks associated with your workplace actions, including immediate discharge, negative performance records, or lost wages, and agree that Fulcrum bears zero liability for any employer actions, termination, or retaliation.

2.2. No Representation on Formal Grievances or Protected Disclosures

Fulcrum does not evaluate, investigate, or draft formal legal grievances, EEOC charges, whistleblower complaints, or statutory claims of harassment, discrimination, or retaliation. Fulcrum’s coaching focuses strictly on business communication, operational metrics, and professional transition options. If you believe your PIP or workplace treatment constitutes illegal discrimination, retaliation, or a violation of federal, state, or local employment statutes, you must consult an employment attorney or the appropriate government agency prior to submitting formal complaints to your employer.

1. Confidentiality & Intellectual Property

Fulcrum will treat all materials you submit as confidential and will use them solely to perform the requested services. You agree to keep Fulcrum's deliverables, frameworks, methodologies, and suggested wording strictly confidential and for your own personal negotiation use.

1. Document Authenticity, Verification & Material Misrepresentation

You represent and warrant that all documents you upload are authentic, complete, and unaltered, and that you have the legal right to share these materials with a professional advisor. You agree to defend, indemnify, and hold harmless Fulcrum, its officers, advisors, and employees from any third-party claims, liabilities, or disputes arising from your submission of these materials or your breach of any third-party non-disclosure agreement.

You acknowledge that Fulcrum's advisory work and all fee calculations depend entirely on the authenticity of the documents and figures you provide. Submitting documents or figures that are edited, fabricated, forged, machine-altered, or otherwise materially misrepresented — including altering compensation figures, dates, signatures, or party names, whether by hand, software, or artificial intelligence — constitutes a material breach of this Agreement.

You consent to automated screening of uploaded documents. Screening examines a file's own technical characteristics, including whether a digital signature is present, whether that signature still covers the entire file, whether the signed content has been modified after signing, and what authoring or editing software the file's metadata names. Screening does not validate signer identity, certificate trust, or certificate revocation status, and no screening result alone establishes a breach. Where screening or human review raises a question, Fulcrum may place your case on a Verification Hold and request that you re-upload the original, unmodified file as issued by the executing e-signature service or the original employer correspondence. While a Verification Hold is open, the Proof Window described in Section 7 is paused and the paused time is added back to your reporting deadline when the hold is cleared. Unreasonable or repeated failure to provide an original document upon request may be treated as a failure to report under Section 7.

Upon a material misrepresentation breach, Fulcrum may immediately terminate the engagement and, in addition to all other remedies available at law, (a) accelerate and charge the full target success fee calculated on the target Gross Base Cash Severance increase drafted in your playbook, and (b) assess the Fraud & Audit Administrative Fee stated on your Order Summary, both charged to your payment method on file. Fulcrum will provide you written notice describing the factual basis for the determination, and you retain the contest window described in Section 5. Amounts assessed under this Section are liquidated administrative charges reflecting Fulcrum's investigation, review, and lost-engagement costs, and are not a penalty.

1. Fees & Cancellation Policy

All flat fees, hourly rates, success-fee percentages, default success-fee rates, minimum administrative fees, and optional add-ons are set forth on your Order Summary during checkout and due as specified. The figures on your Order Summary are incorporated into this Agreement by reference and control over any general description in this document. Flat fees and add-ons are payable in full prior to the commencement of work. Because advisor review begins immediately upon case creation, flat fees are non-refundable once document analysis or advisor intake review has initiated. Billed hourly advisory work proceeds in the increments specified at checkout. Where a success-fee service tier is selected, you authorize Fulcrum to charge your saved payment method on file for the agreed-upon success-fee percentage of the Gross Base Cash Severance delta 48 hours after the invoice is issued, unless you formally contest the calculation in the portal within that T+48h window.

1. Delta Scope (Success Fees)

The success fee applies strictly to the verifiable increase in Gross Base Cash Severance (lump-sum cash or salary continuation payouts above your uploaded baseline offer). Equity or option valuations, option acceleration, health/COBRA premium subsidies, accrued PTO, bonuses, outplacement support, and all other non-cash benefits are explicitly excluded from the calculation unless a separate written addendum is signed by both parties.

1. Mandatory Reporting Obligation, Evidentiary Presumption & Presumed Target Success Fee

(a) Material Duty to Report. Where your engagement includes a success-fee tier, you maintain an affirmative, non-waivable contractual duty to report your negotiation outcome to Fulcrum. Within the Proof Window specified on your Order Summary, you must upload to the portal either:

A complete copy of your fully executed separation agreement, settlement agreement, or payroll confirmation; or

Official written correspondence from your employer demonstrating that your counter-proposal was rejected and the baseline offer remained unimproved.

Uploading authentic proof of an unimproved or rejected outcome fully satisfies your obligation and results in a zero-dollar ($0.00) success fee.

(b) Failure to Report & Contractual Evidentiary Presumption. Because Fulcrum does not contact your employer directly, the documentary proof of your ultimate compensation resides exclusively within your custody and control. You expressly agree that if you fail or refuse to upload conforming documentation within the Proof Window, your failure constitutes an intentional suppression of evidence and creates an irrefutable contractual presumption that your negotiation achieved the full Target Gross Base Cash Severance increase set forth in your delivered negotiation playbook.

(c) Authorization to Charge Presumed Target Success Fee. Upon expiration of the Proof Window without conforming documentation on file, you expressly authorize Fulcrum to calculate the success fee based on the presumed Target Gross Base Cash Severance increase (the "Presumed Target Success Fee") and charge that amount—calculated at the success-fee percentage (e.g., 7%) stated on your Order Summary, or the minimum administrative fee, whichever is greater—directly to your payment method on file.

(d) Pre-Charge Notice & Absolute Right to Rebut. To ensure fairness and accuracy, Fulcrum will not execute the Presumed Target Success Fee charge without providing written notice to your email and client portal at least seventy-two (72) hours prior to processing the payment (the "Pre-Charge Notice"). The Pre-Charge Notice will state the exact dollar amount scheduled to be charged. You retain the absolute right to void or adjust this charge at any time prior to the charge date by simply uploading authentic proof of your actual outcome. If your uploaded proof demonstrates that you achieved an increase lower than the target, Fulcrum will recalculate the fee strictly against your actual verified delta. If you fail to submit authentic proof within the Pre-Charge Notice window, you voluntarily waive all rights to contest the calculation, acknowledge that the Presumed Target Success Fee represents fair and agreed-upon consideration for the playbook deliverables provided, and agree not to initiate a payment dispute or chargeback with your card issuer.

(e) Post-Charge Audit & Fee Recovery. If a Presumed Target Success Fee is assessed and charged, you may still request an adjustment within thirty (30) days by submitting your executed employer agreement. If Fulcrum subsequently discovers through third-party verification, public records, or legal proceedings that your actual recovery exceeded the amount reported or presumed, Fulcrum reserves the right to charge the true delta, plus statutory interest, administrative audit costs of $750.00, and reasonable attorneys' fees incurred in enforcing this Agreement.

1. No Guarantee of Outcome

Fulcrum provides strategic guidance based on practical negotiation experience, but does not guarantee any specific financial or professional result. Final negotiation outcomes depend on independent third parties and factors entirely outside Fulcrum's control.

1. Comprehensive Limitation of Liability & Damages Waiver

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL FULCRUM, ITS OFFICERS, DIRECTORS, ADVISORS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES WHATSOEVER, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOST WAGES, LOST SEVERANCE BENEFITS, LOST EQUITY, LOSS OF EMPLOYMENT, EMOTIONAL DISTRESS, REPUTATIONAL HARM, OR LEGAL EXPENSES, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE USE OF OUR DELIVERABLES, REGARDLESS OF THE THEORY OF LIABILITY (WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE), EVEN IF FULCRUM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

FULCRUM’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS ENGAGEMENT, FROM ALL CAUSES OF ACTION, SHALL BE STRICTLY LIMITED TO THE ACTUAL FEES PAID BY YOU TO FULCRUM UNDER THIS AGREEMENT. THE EXISTENCE OF MULTIPLE CLAIMS WILL NOT ENLARGE THIS LIMIT. YOU ACKNOWLEDGE THAT THESE LIMITATIONS ARE AN ESSENTIAL BASIS OF THE BARGAIN AND THAT FULCRUM WOULD NOT PROVIDE SERVICES WITHOUT THEM.

1. Document Retention & Privacy

Client-uploaded documents are automatically purged from our systems 30 days following case completion. Written deliverables, advisor notes, and communication logs are retained for 3 years, after which they are purged. Financial transaction records and signed agreement logs are retained as required for tax and regulatory accounting purposes. Verification records for success-fee calculations retain only final numeric values and document hashes, not full raw text.

1. Electronic Signatures (Clickwrap Assent)

By clicking "I Agree," submitting an intake form, or making a payment, you acknowledge that you have read, understood, and agreed to be bound by these terms. You agree that your electronic acceptance constitutes a legal electronic signature pursuant to the Electronic Signatures in Global and National Commerce Act (E-SIGN Act) and applicable state statutes.

1. Governing Law, Severability & Entire Agreement

This Agreement is governed by the laws of the State of Idaho, without regard to conflict of law principles. If any provision of this Agreement is found to be unenforceable, the remaining provisions will remain in full force and effect. This document, together with the checkout Order Summary and generated invoices for your specific transaction, represents the entire agreement between you and Fulcrum and supersedes all prior verbal or written discussions.

1. Mandatory Binding Arbitration & Class Action Waiver

Any dispute, controversy, or claim arising out of or relating to this Agreement, including the interpretation, validity, breach, or termination thereof, or allegations of unauthorized practice of law or professional negligence, shall be settled exclusively by confidential, binding arbitration administered by the American Arbitration Association (AAA) in accordance with its Commercial Arbitration Rules.

The place of arbitration shall be Boise, Idaho, and proceedings may be conducted remotely via videoconference at either party's election. The arbitrator’s award shall be final and binding. YOU AND FULCRUM MUTUALLY WAIVE ANY RIGHT TO A JURY TRIAL.

ALL CLAIMS MUST BE BROUGHT IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, OR REPRESENTATIVE PROCEEDING. The arbitrator shall have the authority to award the prevailing party its reasonable attorneys’ fees and arbitration costs.