1. Introduction and Scope of Engagement:

These Master Terms and Conditions ("Agreement") govern all professional advisory services, operational reengineering frameworks, strategic consulting, and performance architecture engagements provided by Eminence ("Advisor") to the client entity and its principals, officers, directors, and legal representatives ("Client"). By retaining Advisor, accessing advisory sessions, or executing a statement of work, Client expressly acknowledges, understands, and agrees to be legally bound by every provision contained herein.

2. Travel Expenses and Logistics:

Any flight, lodging, or trip expenses incurred if Eminence needs to travel outside of the Commonwealth of Puerto Rico for business or project execution must be fully covered and reimbursed by the Client.

3. Professional Retainer and Non-Contingent Compensation:

All professional fees, retainers, and milestone billings are strictly fixed for services rendered, strategic architecture design, and expert advisory hours allocated. Client acknowledges and agrees that Advisor is compensated exclusively for the provision of professional expertise, strategic frameworks, and intellectual labor, regardless of subsequent commercial outcomes, internal corporate execution, or macro-market shifts. Under no circumstances shall any fee be subject to refund, clawback, contingency, or performance escrow based on corporate financial performance, valuation changes, or ROI metrics.

4. Professional Commitment and Standard of Capability:

Advisor commits to delivering professional services to the absolute best of her ability, leveraging deep expertise, rigorous analytical frameworks, and dedicated intellectual labor for every strategic engagement.

5. Absolute Limitation of Liability and Executive Accountability:

To the maximum extent permitted by applicable law, Advisor, its founder, members, employees, and agents shall not be held liable for any direct, indirect, incidental, consequential, special, or punitive damages—including but not limited to loss of profits, enterprise interruption, reputational harm, capital devaluation, or operational injury—arising out of or in connection with the advisory services provided.

6. Executive Implementation and Outcome Responsibility:

Client expressly stipulates that executive leadership, strategic decision-making, and operational implementation rest solely with Client. Client is solely responsible for the overall outcome and commercial direction of the enterprise. Advisor provides strategic architecture; however, the actual execution, integration, and cultural adoption remain entirely within Client's control. Failure by Client to rigorously implement recommended strategies completely absolves Advisor of any liability for compromised results or enterprise failure.

7. Non-Guarantee of ROI and Financial Outcomes:

Client explicitly acknowledges that business advisory and human capital architecture involve inherent commercial risks. Advisor makes no representations, warranties, or guarantees—express or implied—regarding specific financial returns, revenue acceleration, profit margins, or guaranteed Return on Investment (ROI). Past strategic case studies do not constitute a performance warranty, and Client enters this engagement aware that outcomes depend on market variables outside Advisor's control.

8. Intellectual Property and Dispute Resolution:

All strategic frameworks and methodologies provided by Advisor constitute proprietary intellectual property. Client is granted a limited, non-exclusive license for internal use only. This Agreement is governed by the laws of the Commonwealth of Puerto Rico. Both parties agree to resolve any dispute exclusively through binding mediation or before a designated notary public, waiving any recourse to formal litigation or judicial courts.