Intakes & Booking

CONSULTANT CONFIDENTIALITY, NON-CIRCUMVENTION AND CONDUCT AGREEMENT

This Consultant Confidentiality, Non-Circumvention and Conduct Agreement ("Agreement") is entered into as of the date it is electronically signed below ("Effective Date") between One Aspire LLC, an Oregon limited liability company ("One Aspire" or "Disclosing Party"), and [your full name], [your title], an independent consultant ("Consultant" or "Receiving Party"). The Disclosing Party and Receiving Party are each a "Party."

1. Purpose. The Receiving Party wishes to receive information about advanced tax strategies in order to evaluate them and, where authorized, introduce them to prospective clients (the "Purpose").

2. Confidential Information. "Confidential Information" means all non-public information the Disclosing Party provides, in any form, including: advanced tax strategy programs, partnership details and financial structures; the identities and contact information of third-party providers, vendors, partners and professionals; business methods, processes and proprietary information; financial models, projections and analytical data; data room materials; and any other information identified as confidential or that a reasonable person would understand to be confidential. Confidential Information does not include the tax treatment or tax structure of any transaction (see Section 4).

3. Confidentiality Obligations. (a) General. The Receiving Party will hold Confidential Information in strict confidence, use it only for the Purpose, protect it with at least reasonable care, and not copy or distribute it except as this Agreement allows.

(b) Permitted disclosures. The Receiving Party may disclose Confidential Information only: (i) to prospective clients, and only through the process, portals and materials the Disclosing Party approves, after first registering each prospective client with the Disclosing Party. The Receiving Party is responsible for any misuse by a prospective client it introduces; (ii) to its own attorney, accountant or financial advisor, for the purpose of advising the Receiving Party, provided each is bound by professional or written duties of confidentiality at least as protective as this Agreement; and (iii) as required by law, regulation or court order, after giving the Disclosing Party prompt written notice (where legally allowed) so it may seek protection, and disclosing only what is legally required.

4. Tax Treatment and Tax Structure. Notwithstanding anything in this Agreement to the contrary, each Party, and each employee or other representative of each Party, may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of any transaction and all materials of any kind (including opinions or other tax analyses) provided to it relating to that tax treatment and tax structure.

5. Non-Circumvention. (a) For two (2) years from the Effective Date, the Receiving Party will not, directly or indirectly, contact, solicit or do business with any third-party provider, vendor, partner or professional introduced by the Disclosing Party ("Introduced Party") regarding any opportunity made available through the Disclosing Party, except through or with the prior written consent of the Disclosing Party.

(b) The Receiving Party will not use Confidential Information to compete with or harm the Disclosing Party's business, or to obtain services made available through the Disclosing Party's relationships without the Disclosing Party.

(c) This Section 5 does not apply to any Introduced Party with whom the Receiving Party can show, by written records, a business relationship that existed before the Disclosing Party's introduction.

(d) If the Receiving Party breaches this Section 5, the Receiving Party will pay the Disclosing Party the fees, commissions or other compensation the Disclosing Party would reasonably have earned on the transaction, which the Parties agree is a reasonable estimate of the Disclosing Party's loss and not a penalty. This payment is in addition to the Disclosing Party's right to equitable relief.

6. One Aspire's Commitment to the Consultant (Client Protection). (a) Registered Clients. A "Registered Client" is a prospective client whom the Consultant introduced to One Aspire first, as shown by the client signing up through the Consultant's referral link or naming the Consultant as the person helping them when creating a One Aspire Confidential Data Rooms account. One Aspire's sign-up records decide who registered a client first.

(b) No circumvention. For two (2) years after a client becomes a Registered Client, One Aspire will not, directly or indirectly, solicit or offer that client any tax strategy, program or other solution in a way that bypasses the Consultant, and will not encourage the client to work with One Aspire alone or with another consultant instead of the Consultant.

(c) Credit is kept. One Aspire may continue to educate a Registered Client (for example, through webinars, 1-on-1 sessions and portal access). If the Registered Client proceeds with any program during the protection period, the Consultant keeps the credit and any compensation due under the Consultant's compensation arrangement with One Aspire, even if the client contacts One Aspire directly.

(d) Exceptions. This Section 6 does not apply to a client whom One Aspire can show, by written records, it already knew or worked with before the client became a Registered Client. If a Registered Client tells One Aspire in writing that the client no longer wishes to work with the Consultant, One Aspire may work with that client directly, but the Consultant keeps credit for any engagement the client begins within ninety (90) days after that notice.

(e) Remedy. If One Aspire breaches this Section 6, One Aspire will pay the Consultant the compensation the Consultant would reasonably have earned on the affected engagement under the Consultant's compensation arrangement with One Aspire, which the Parties agree is a reasonable estimate of the Consultant's loss and not a penalty.

7. Confidentiality of the Consultant's Client Information. One Aspire will hold in confidence the names, contact details and other non-public information of the Consultant's Registered Clients and prospective clients ("Consultant Client Information"); will use it only to educate and serve those clients and to administer its relationship with the Consultant; and will not share it with other consultants. These obligations continue for three (3) years after this Agreement ends, and for client-identifying information, for as long as One Aspire holds it. This Section does not limit One Aspire's ability to keep records required by law or to comply with Section 4 or a legal requirement.

8. Independent Contractor. The Consultant is an independent contractor, not an employee, partner, joint venturer or agent of One Aspire. The Consultant is solely responsible for the Consultant's own taxes (including self-employment tax), business expenses, insurance and any business licenses or registrations, and controls the Consultant's own hours and methods. The Consultant has no authority to sign any contract or make any commitment on behalf of One Aspire.

9. Consultant Conduct; No Advice; Licensing. (a) The Consultant's role is limited to general education, introductions and administrative coordination. The Consultant will not give individualized tax, legal, accounting, investment or securities advice unless the Consultant is independently licensed and authorized to do so, and any program-specific analysis must come from the program provider or a licensed professional. (b) The Consultant will describe programs accurately, will not guarantee any tax result, savings amount or IRS acceptance, will not use high-pressure sales tactics, and will direct every client to consult the client's own independent CPA, tax attorney or financial advisor before proceeding. (c) The Consultant will not state or suggest that One Aspire or the Consultant is a law firm, CPA firm, registered investment adviser or broker-dealer. (d) The Consultant will share program materials with prospective clients only through One Aspire Confidential Data Rooms and will not send data room links or provider materials directly. (e) The Consultant will comply with all applicable federal, state and local laws, including those governing tax practice, securities and consumer protection. (f) If the Consultant receives compensation tied to clients participating in any program, the Consultant is solely responsible for confirming, with the Consultant's own licensed attorney, whether that activity requires broker-dealer, finder or other registration under federal or state law. One Aspire makes no representation that any compensation arrangement is exempt from any registration requirement.

10. Non-Solicitation. While the Consultant works with One Aspire and for twelve (12) months afterward, the Consultant will not, directly or indirectly: (a) solicit or recruit any other consultant, contractor or employee of One Aspire to end or reduce their relationship with One Aspire; or (b) solicit any client whom One Aspire, or another consultant, introduced to the Consultant (other than the Consultant's own Registered Clients) for a competing tax strategy business. This Section does not prevent the Consultant from conducting a lawful competing business generally.

11. Ownership of Materials. All guides, presentations, scripts, calculators, portal content, training and marketing materials provided by One Aspire remain One Aspire's property. The Consultant receives a limited, non-exclusive, non-transferable license to use them only for the Purpose while the Consultant works with One Aspire; the license ends automatically when that relationship ends.

12. Exceptions. The obligations in Sections 3, 5(b) and 7 do not apply to information that the Party receiving it can show: (a) was publicly available when disclosed or later became public through no fault of that Party; (b) was lawfully known to it before disclosure without a duty of confidentiality; (c) was independently developed without use of Confidential Information; or (d) was lawfully received from a third party without a duty of confidentiality.

13. Term, Termination and Survival. This Agreement lasts three (3) years from the Effective Date. The confidentiality obligations continue for three (3) years after this Agreement ends, except that obligations for any Confidential Information that is a trade secret continue for as long as it remains a trade secret under applicable law. Section 5 continues for the period stated in it. Either Party may end the Consultant's relationship with One Aspire at any time, with or without cause, on fourteen (14) days' written notice (email is enough), and One Aspire may end it immediately for a material breach of Section 3, 5, 9 or 10. When the relationship ends: (a) compensation already earned on client engagements completed and funded before the end date remains payable under the Consultant's compensation arrangement, if any; (b) Section 6 continues for clients registered before the end date for the rest of their protection period, unless One Aspire ended the relationship for the Consultant's material breach; and (c) Sections 3, 5, 6, 7, 10, 11, 15, 16 and 19 survive for the periods stated in them.

14. Return of Materials. On the Disclosing Party's written request, or when this Agreement ends, the Receiving Party will promptly return or destroy all Confidential Information in its possession and confirm in writing that it has done so. The Receiving Party may keep copies required by law or kept in routine electronic backups, which remain subject to this Agreement.

15. Remedies. (a) Equitable relief. A breach may cause irreparable harm for which money damages are inadequate. The non-breaching Party may seek an injunction and specific performance, without posting bond where the law allows, in addition to any other remedy.

(b) Attorney fees. In any action to enforce or interpret this Agreement, the prevailing Party may recover its reasonable attorney fees and costs, including on appeal.

16. Mutual Indemnification. Each Party will indemnify, defend and hold harmless the other Party from and against claims, losses, damages, liabilities and expenses (including reasonable attorney fees) arising from the indemnifying Party's breach of this Agreement, negligence, willful misconduct or violation of applicable law.

17. Whistleblower Notice. Under 18 U.S.C. § 1833(b), an individual will not be held criminally or civilly liable under any federal or state trade secret law for disclosing a trade secret (a) in confidence to a federal, state or local government official, directly or indirectly, or to an attorney, solely to report or investigate a suspected violation of law, or (b) in a complaint or other document filed under seal in a lawsuit or other proceeding. Nothing in this Agreement limits any right to report possible violations of law to a government agency.

18. No Warranties. All Confidential Information is provided "AS IS," without warranties of any kind, express or implied.

19. Disclaimer; No Advice; Not Licensed. One Aspire LLC provides financial education about advanced tax strategies only. One Aspire LLC is not a registered broker-dealer, investment adviser, certified public accountant, enrolled agent, tax preparer or law firm, and it does not hold any securities, insurance, tax, accounting or legal license. It does not provide investment, tax, legal, accounting or financial advice, and nothing it shares is a recommendation for any person's particular situation or an offer or solicitation to buy or sell any security. All information is for educational purposes only. No tax result is guaranteed: tax laws change, and the IRS or a state tax authority may disagree with the tax treatment of any strategy. The Receiving Party should consult its own licensed attorney, CPA and financial advisor before making any financial decision, and may share information with them as allowed by Section 3(b)(ii). The Receiving Party is solely responsible for obtaining any license its own activities require (see Section 9), and is not authorized to make any representation, promise or guarantee on behalf of One Aspire LLC.

20. Governing Law and Venue. This Agreement is governed by the laws of the State of Oregon, without regard to its conflict-of-law rules. Each Party consents to the exclusive jurisdiction of the state and federal courts located in the State of Oregon for any dispute arising from this Agreement.

21. Electronic Signatures and Counterparts. The Parties agree to sign this Agreement electronically. An electronic signature, including a typed or drawn signature, has the same effect as a handwritten signature. This Agreement may be signed in counterparts, each of which is an original and all of which together are one agreement.

22. General Provisions. This Agreement is the entire agreement between the Parties on its subject and replaces any prior agreement on that subject. It may be amended only in a writing signed by both Parties. If any provision is found unenforceable, it will be enforced to the maximum extent permitted and the rest of this Agreement remains in effect. The Receiving Party may not assign this Agreement without the Disclosing Party's prior written consent. A Party's failure to enforce a provision is not a waiver of it.