CONSULTING AGREEMENT
VIRTUAL CHIEF AI OFFICER (VCAIO) SERVICE
This Consulting Services Agreement ("Agreement") is between Placid Works LLC ("Consultant") and the client accepting this Agreement online ("Client"). By checking the box and submitting payment, Client agrees to be bound by this Agreement under ESIGN and UETA.
The parties acknowledge that Client may access certain information, materials, or features on Consultant’s website, which are governed by the Website Terms of Service and Privacy Policy available at https://placid.works (collectively, the “Website Terms”). The Website Terms apply solely to Client’s use of the website.
In the event of any conflict between the Website Terms and this Consulting Agreement, this Consulting Agreement will control with respect to the Services, Deliverables, Intellectual Property, payment terms, confidentiality, liability, and all other matters related to the engagement.
For clarity, the Website Terms do not modify, expand, or limit the rights or obligations of either party under this Consulting Agreement.”
BACKGROUND
A. Client is of the opinion that the Consultant has the necessary qualifications, experience and abilities to provide consulting services to Client.
B. The Consultant is agreeable to providing such consulting services to Client on the terms and conditions set out in this Agreement.
IN CONSIDERATION OF the matters described above and of the mutual benefits and obligations set forth in this Agreement, the receipt and sufficiency of which consideration is hereby acknowledged, Client and the Consultant (individually the "Party" and collectively the "Parties" to this Agreement) agree as follows:
SERVICES PROVIDED
1. Client hereby agrees to engage the Consultant to provide Client with the following consulting services described in Exhibit A (the "Services").
TERM OF AGREEMENT
2. The VCAIO service is a subscription that begins upon completion of the online order process. The VCAIO service renews month‑to‑month until terminated in accordance with paragraph 2 and 3.
3. Either Party may terminate the subscription for convenience, effective at the end of the then‑current monthly billing period, by providing at least ninety (90) days’ prior written notice.
PERFORMANCE
4. The Parties agree to do everything necessary to ensure that the terms of this Agreement take effect.
CURRENCY
5. Except as otherwise provided in this Agreement, all monetary amounts referred to in this Agreement are in USD (US Dollars).
COMPENSATION
6. The Consultant will charge Client a fee specified in Appendix A for the Services (the "Compensation") payable upfront online by completing the online order process.
REIMBURSEMENT OF EXPENSES
7. The Consultant will be reimbursed from time to time for reasonable and necessary expenses incurred by the Consultant in connection with providing the Services. All expenses must be pre-approved by Client.
INTEREST ON LATE PAYMENTS
8. Interest payable on any overdue amounts under this Agreement is charged at a rate of 12% per annum or at the maximum rate enforceable under applicable legislation, whichever is lower.
CONFIDENTIALITY
9. Confidential information (the "Confidential Information") refers to any data or information relating to the business of Client which would reasonably be considered to be proprietary to Client including, but not limited to, accounting records, business processes, and client records and that is not generally known in the industry of Client and where the release of that Confidential Information could reasonably be expected to cause harm to Client. Confidential Information does not include generalized knowledge, skills, experience, or insights gained by Consultant in the course of providing the Services.
10. The Consultant agrees that they will not disclose, divulge, reveal, report or use, for any purpose, any Confidential Information which the Consultant has obtained, except as authorized by Client or as required by law. The obligations of confidentiality will apply during the Term and will survive indefinitely upon termination of this Agreement.
11. All written and oral information and material disclosed or provided by Client to the Consultant under this Agreement is Confidential Information regardless of whether it was provided before or after the date of this Agreement or how it was provided to the Consultant.
OWNERSHIP OF INTELLECTUAL PROPERTY
12. Consultant retains all rights to pre‑existing materials, generalized know‑how, frameworks, methodologies, templates, and non‑client‑specific tools used or developed during the engagement. Client receives a non‑exclusive license to deliverables solely for its internal use.
13. All other intellectual property and related material, including any trade secrets, moral rights, goodwill, relevant registrations or applications for registration, and rights in any patent, copyright, trademark, trade dress, industrial design and trade name (the "Intellectual Property") that is developed or produced under this Agreement, is a "work made for hire" and will be the sole property of Client. The use of the Intellectual Property by Client will not be restricted in any manner.
14. The Consultant may not use the Intellectual Property for any purpose other than that contracted for in this Agreement except with the written consent of Client.
CAPACITY/INDEPENDENT CONTRACTOR
15. In providing the Services under this Agreement it is expressly agreed that the Consultant is acting as an independent contractor and not as an employee. The Consultant and Client acknowledge that this Agreement does not create a partnership or joint venture between them, and is exclusively a contract for service. Client is not required to pay, or make any contributions to, any social security, local, state or federal tax, unemployment compensation, workers' compensation, insurance premium, profit-sharing, pension or any other employee benefit for the Consultant during the Term. The Consultant is responsible for paying, and complying with reporting requirements for, all local, state and federal taxes related to payments made to the Consultant under this Agreement.
RIGHT OF SUBSTITUTION
16. Except as otherwise provided in this Agreement, the Consultant may, at the Consultant's absolute discretion, engage a third-party sub-contractor to perform some or all of the obligations of the Consultant under this Agreement and Client will not hire or engage any third parties to assist with the provision of the Services.
17. In the event that the Consultant hires a sub-contractor:
a. The Consultant will pay the sub-contractor for its services and the Compensation will remain payable by Client to the Consultant.
b. For the purposes of the indemnification clause of this Agreement, the sub-contractor is an agent of the Consultant.
AUTONOMY
18. Except as otherwise provided in this Agreement, the Consultant will have full control over working time, methods, and decision making in relation to provision of the Services in accordance with the Agreement. The Consultant will work autonomously and not at the direction of Client. However, the Consultant will be responsive to the reasonable needs and concerns of Client.
EQUIPMENT & SOFTWARE
19. Except as otherwise provided in this Agreement, the Consultant will provide at the Consultant’s own expense, any and all equipment, materials and any other supplies necessary to deliver the Services in accordance with the Agreement.
20. Client will provide all software and cloud services necessary to support the deployment of solutions to its users.
EXCLUSIVITY
21.The Parties acknowledge that this Agreement is non-exclusive and that either Party will be free, during and after the Term, to engage or contract with third parties for the provision of services similar to the Services.
NOTICE
22. All notices, requests, demands or other communications required or permitted by the terms of this Agreement will be given in writing via email.
INDEMNIFICATION
23.Client agrees to indemnify, defend, and hold harmless Placid Works, its officers, agents, and employees from and against any and all claims, liabilities, losses, damages, costs, or expenses (including reasonable attorney’s fees) arising out of or related to the performance of the Services under this Agreement, except to the extent resulting from the gross negligence or willful misconduct of Placid Works. In no event shall Placid Works be liable for any indirect, incidental, special, or consequential damages, or for any lost profits, arising out of or related to this Agreement, even if Placid Works has been advised of the possibility of such damages. Client’s obligation to indemnify Placid Works will survive the termination or expiration of this Agreement.
LIMITATION OF LIABILITY
24.In no event shall Consultant’s aggregate liability under this Agreement exceed an amount equal to the fees actually paid by Client under this Agreement during the twelve (12) months immediately preceding the claim. Multiple claims shall not expand this limit.
MODIFICATION OF AGREEMENT
25.Any amendment or modification of this Agreement or additional obligation assumed by either Party in connection with this Agreement will only be binding if evidenced in writing signed by each Party or an authorized representative of each Party.
TIME OF THE ESSENCE
26.Time is of the essence in this Agreement. No extension or variation of this Agreement will operate as a waiver of this provision.
ASSIGNMENT
27. Client hereby agrees to engage the Consultant to provide Client with the consulting services described in Exhibit A (the "Services"). Placid Works may assign this Agreement, in whole or in part, to any third party without the prior written consent of Client. Placid Works will notify Client in writing if this Agreement has been assigned to another party.
ENTIRE AGREEMENT
28.It is agreed that there is no representation, warranty, collateral agreement or condition affecting this Agreement except as expressly provided in this Agreement.
ENUREMENT
29. This Agreement will enure to the benefit of and be binding on the Parties and their respective heirs, executors, administrators and permitted successors and assigns.
TITLES/HEADINGS
30.Headings are inserted for the convenience of the Parties only and are not to be considered when interpreting this Agreement.
GENDER
31.Words in the singular mean and include the plural and vice versa. Words in the masculine mean and include the feminine and vice versa.
GOVERNING LAW
32.This agreement will be governed by the laws of the State of New Jersey, excluding its conflicts of law rules. Mandatory arbitration in Burlington County, NJ under the AAA Commercial Rules; each party bears its own costs/fees; injunctive relief may be sought in courts of competent jurisdiction.
SEVERABILITY
33.In the event that any of the provisions of this Agreement are held to be invalid or unenforceable in whole or in part, all other provisions will nevertheless continue to be valid and enforceable with the invalid or unenforceable parts severed from the remainder of this Agreement.
WAIVER
34.The waiver by either Party of a breach, default, delay or omission of any of the provisions of this Agreement by the other Party will not be construed as a waiver of any subsequent breach of the same or other provisions.
REFUNDS
35.Prepaid Consulting Engagements: Cancellations ≥1 business day before start: 100% refund; <1 business day or no show: no refund. You may substitute attendees at no charge.
PUBLICITY
36.Client grants Consultant the non‑exclusive, worldwide, royalty‑free right to use Client’s name and logo in Consultant’s marketing materials, including but not limited to Consultant’s website, presentations, case studies, capability decks, and proposals, solely for the purpose of identifying Client as a customer of Consultant. Consultant will not disclose any Confidential Information in connection with such use. Client may revoke this permission at any time by providing written notice to Consultant, upon which Consultant will remove Client’s name and logo from new marketing materials within a reasonable period, not to exceed thirty (30) days. Removal from existing printed or previously distributed materials is not required.
ELECTRONIC ACCEPTANCE
37.By checking the box and submitting payment, Client agrees to be bound by this Agreement. Electronic acceptance constitutes a legally binding signature.
APPENDIX A – AI READINESS & DISCOVERY CONSULTATION
SCOPE
Upon completion of the online checkout process, Consultant will confirm receipt of the order and contact Client to schedule the commencement of services.
The vCAIO is a leader and an advisor with specific knowledge and expertise in how AI can be adopted at an organization. They lead and direct a client’s team and other vendors to success with an AI adoption program.
The scope includes:
Weekly: 1-hour Status meeting
Monthly: 1 on-site visit for up to 4 hours (T&E paid by client)
Monthly: Up to 4 hours of additional phone calls and ad-hoc meetings
Monthly: Up to 20 email responses regarding any AI-related topic
Monthly: Updates to the AI Adoption Report
Consultant will advise Client if/when any of these limits are exhausted. By mutual agreement Consultant and Client can agree via email additional billable hours at the rate of $250 per hour (billed separately to the monthly subscription). All/any additional hours agreed in writing via email will be considered additional scope to this agreement and delivered under the same terms and conditions.
DELIVERABLES
The vCAIO will be responsible for the AI Adoption Report, a living document updated monthly that captures the plan and status of AI adoption at the organization. It includes but is not limited to the following areas tailored specifically to the organization:
Roadmap for Adoption
30, 60, 90-day Plan
Documented Success Criteria
Key Performance Indicators
Monthly Status Update
FEE
$2,495 payable monthly upfront via the online order process.
ASSUMPTIONS
Client will provision necessary access to systems, environments (dev/test/prod), VPN, network routes, and security approvals.
Client will supply required software licenses, cloud subscriptions, and third‑party tools unless otherwise stated.
Consultant will use client-approved collaboration tools; otherwise, standard tools (e.g., Teams, SharePoint, Git) will be used.