1. Definitions:

• Consultant: OnCallHR.org, a subsidiary of Pro Session HR L.L.C., acts as an independent contractor providing HR consulting services to the Client.

• Client: The business or individual engaging the Consultant for HR services.

• Services: The range of HR consulting services outlined in the engagement letter, including but not limited to: general HR inquiries, employee performance management, development planning, team engagement. The Client will be referred to a licensed employment attorney in their residing state for any consultations resulting in further review of topics outside of the professional scope of a general Human Resources Consultant including but not limited to claims of discrimination, harassment, wage theft, employee benefits, non-compete clauses, and contract disputes.

2. Scope of Services:

• Specific Services:

  The Consultant will provide the following services to the Client as detailed in the engagement letter: HR Consultation Services for employees located in the continental United States only.

• Client Responsibilities:

  The Client will provide access to necessary information, personnel, and documentation to facilitate the Consultant's work, including but not limited to employee data, relevant company policies, and key decision-makers.

3. Fees and Payment Terms:

• Hourly Rate (If annual plan not chosen):

  The Consultant will charge an hourly rate of $90 USD + applicable taxes for services rendered, with billing based on time spent.

• Payment Schedule:

  Invoices will be submitted within 1 day of individual consult or monthly for annual plans, and payment due within 30 days of invoice date.

• Expenses:

  Any out-of-pocket expenses incurred by the Consultant on the Client's behalf will be separately itemized and added to the invoice.

4. Confidentiality:

• Confidentiality Obligations: Both parties agree to maintain the confidentiality of all confidential information disclosed during the engagement, including client data, business strategies, and employee details.

5. Intellectual Property:

• Ownership of Deliverables: All deliverables produced by the Consultant, including reports, presentations, and recommendations, will be the property of the Client, with the Consultant retaining ownership of any proprietary methodologies used.

6. Termination:

• Right to Terminate Annual Plan:

  Either party may terminate the agreement with 30 days written notice, including in case of breach of contract or non-payment.

• Termination Fees:

  In case of early termination by the Client, the Consultant may be entitled to fees for services rendered up to the termination date.

7. Liability:

• Limitation of Liability:

  The Consultant's liability for any errors or omissions shall be limited to the fees paid by the Client under this agreement.

• Indemnification:

  The Client shall indemnify and hold harmless the Consultant against any claims arising from the Client's actions or decisions related to the Consultant's advice.

8. Governing Law and Dispute Resolution:

• Governing Law:

  This agreement shall be governed by and construed in accordance with the laws of the state of North Carolina.

• Dispute Resolution:

  Any disputes arising from this agreement will be resolved through good faith negotiation, and if unsuccessful, through binding arbitration in the state of North Carolina.

9. Entire Agreement:

• Entire Agreement: This agreement constitutes the entire understanding between the parties and supersedes all prior communications or agreements, whether oral or written.