This Master Services Agreement (the “MSA”) is made and entered into by and between Simetra Investments LLC, DBA: Simetras and (the "Client"). Each one - Simetras and Client is herein referred to as a “Party” and collectively, the “Parties”. This MSA and SOW (defined below) shall collectively be referred to herein as the “Agreement”. 

WHEREAS, Simetras offers corporate team offsite and team building services in the field of retreat advisory, planning and leadership development consulting;

WHEREAS, Client desires to engage Simetras to render advisory services with regard to coaching, team building, corporate offsites, retreat planning and facilitation according to the terms and conditions herein. 

NOW, THEREFORE, In consideration of the mutual covenants and promises made by the Parties hereto, Simetras and Client hereby covenant and agree as follows: 

ARTICLE 1 | SCOPE OF WORK 

1.1 SERVICES 

Subject to the terms and conditions hereof, Client hereby engages and appoints Simetras  to provide certain advisory planning, design and facilitation of Team Offsite, Leadership Development and Retreat services for Client as described in this MSA (collectively, the “Services”), and Simetras  hereby accepts such engagement. The specific Services to be provided by Simetras shall be set forth on a statement of work (“SOW”). Each SOW will be fully subject to the terms and conditions of this MSA. 

1.2 TIME AND AVAILABILITY 

Simetras will devote sufficient time to perform the services for the Client as stated on the SOW. Simetras shall have discretion in selecting the dates and times they perform such advisory and planning services throughout the time period given due regard to the needs of the Client's business and requirements to complete the scope of work. If the Client deems it necessary for Simetras to provide more time to complete the work stated on the SOW, Simetras is not obligated to undertake such work until Simetras and Client have agreed on an accelerated timeline.  

1.3 CONFIDENTIALITY. 

In order for Simetras  to perform the advisory and planning services, it may be necessary for the Client to provide Simetras with confidential information (as defined below) regarding the Client's business and products. The Client will rely heavily upon Simetras ’s integrity and prudent judgment to use this information only in the best interests of the Client. 

1.4 STANDARD OF CONDUCT 

In rendering consulting services under this Agreement, Simetras  shall conform to high professional standards of work and business ethics. Consultant shall not use time, materials, or equipment of the Client without the prior written consent of the Client. In no event shall Simetras  take any action or accept any assistance or engage in any activity that would result in any university, governmental body, research institute or other person, entity, or organization acquiring any rights of any nature in the results of work performed by or for the Client.

1.5 OUTSIDE SERVICES 

Simetras  has the right to utilize sub-contractors or other subject matter experts, entities, or organizations in the performance of Simetras' duties. Simetras  will use discretion and all necessary and appropriate measures when contracting the services of any other person, entity, or organization. No information regarding the services to be performed under this Agreement shall be disclosed to that person, entity, or organization until such person, entity, or organization has executed an agreement to protect the confidentiality of the Client's Confidential Information (as defined in Article 5) and the Client's absolute and complete ownership of all right, title, and interest in the work performed under this Agreement. 

1.6 CONSULTING / PROJECT MANAGEMENT

By participating in our advisory services, you understand and agree that we cannot guarantee you any outcome in your business or project. You understand and agree that the efforts and results will be based on the efforts you and your team members commit to and execute based on the strategic counsel and collaborative work involved in our engagement with your organization.

Our planning services are a part of our consulting based services, and included in the total payment of the project. You understand that your cooperation and completion in the project planning services will determine the outcome and the timeline of the deliverables. If you add or modify the scope of work for the project, you understand additional fees and costs will apply.

 

ARTICLE 2 | INDEPENDENT CONTRACTOR 

2.1 INDEPENDENT CONTRACTOR 

Simetras  is an independent contractor and is not an employee, partner, or co-venturer of, or in any other service relationship with, the Client. The manner in which Simetras 's services are rendered shall be within Simetras ’s sole control and discretion. Simetras  is not authorized to speak for, represent, or obligate the Client in any manner without the prior express written authorization from an officer of the Client. 

2.2 TAXES 

Simetras  shall be responsible for all taxes arising from compensation and other amounts paid under this Agreement and shall be responsible for all payroll taxes and fringe benefits of Simetras’ employees. Neither federal, nor state, nor local income tax, nor payroll tax of any kind, shall be withheld or paid by the Client on behalf of Simetras  or their employees. 

2.3 BENEFITS 

Simetras  and its employees will not be eligible for, and shall not participate in, any employee pension, health, welfare, or other fringe benefit plan of the Client. No workers' compensation insurance shall be obtained by Client covering Simetras  or its employees. 

 

ARTICLE 3 | COMPENSATION FOR ADVISORY SERVICES 

3.1 FEES

The Client shall pay Simetras the total amounts specified in each applicable SOW (the “Fees) in United States Dollars.

3.2. PAYMENT TERMS

The Parties agree to the fee structure listed in the applicable SOW. Simetras  shall provide to Client complete and accurate invoices, and each invoice shall describe the Services performed, the amounts payable for such Services, and any approved reimbursable expenses. 

A non-refundable deposit fee is required in order to reserve Simetras’ time under this Agreement. Simetras  is unable to begin any planning sessions, confirm dates of Services on the calendar, or otherwise commence with project kickoff until the non-refundable deposit has been paid by Client.

The Client agrees to pay the deposit within Net 15 to Net 30 days of the date of invoice.

We reserve the right to request an additional engagement payment if you request additional services which would exceed the scope of the services outlined within your original statement of work and invoice, and such will be billed in accordance with the pricing structure of the additional services. In the event you make a request for additional communication outreach (videos, audio recordings and other media-related content) or work product that is beyond our contracted scope or workflow, we will share the cost with you and then you will be invoiced for any additional work at our sole discretion. Every effort will be made to provide you with prompt and efficient services and to keep you fully informed of the efforts made on your behalf. 

The Client agrees to pay late charges on Fees not received within 30 days of the date of the invoice, or received within such time frame but subsequently dishonored or disallowed (i.e., a returned payment or bounced check). Late fees will be calculated at the rate of 12.5% per month (Annual Percentage Rate of 15%) or the maximum legal rate, whichever is higher. Late fees will be applied to non-payment of invoices; failed, dishonored, or reversed electronic debits; dishonored checks; and disallowed or credit card payments that are disputed in bad faith. All fees shall be due and payable within thirty (30) days of receipt of such invoice, except fees subject to a reasonable and good faith dispute. Client shall be liable for all reasonable attorneys’ fees and other costs incurred by Simetras to collect unpaid invoices not subject to a reasonable and good faith dispute.

For any work performed at Client site by Simetras, Client will provide reimbursement in USD for cost of hotel, taxis, ride shares, meals and economy domestic travel fare (i.e., train, bus, flight), as outlined in the SOW. Simetras  will provide the Client with an itemized list of expenses and receipts for such expenses. Simetras shall be entitled to business class airline travel to be paid for or reimbursed by the Client that requires any and all Simetras team members delivering services internationally (outside the US). If the Client terminates or reschedules services, Client will reimburse Simetras for any non-refundable travel expenses associated with those services. 

3.3 REIMBURSEMENT 

The Client agrees to reimburse Simetras  for all actual reasonable and necessary expenditures, which are directly related to the consulting services. These expenditures include but are not limited to expenses related to travel (i.e., airfare, hotel, temporary housing, meals, parking, taxis, mileage, event paraphernalia, etc.), Subject to Section 3.2. Expenses incurred by Simetras  will be reimbursed by the Client within 15 days of Simetras 's written request for reimbursement. 

3.4 REFUND POLICY

All payments for Simetras products and services are non-refundable. We offer credit for any incomplete services or an exchange of services for the remaining scope of work on any given project.

 

ARTICLE 4 | TERM AND TERMINATION 

4.1 TERM

The term of this Agreement shall commence (1) upon signature of both Parties and (2) payment of the deposit is successfully made by Client, (the “Effective Date”), and shall continue until terminated by either party with thirty (30) days’ written notice, at any time, for any reason.. The Term of this Agreement is different from the Performance Period, which shall be outlined within each SOW and describes dates in which specific services shall be performed.

4.2 TERMINATION 

Notwithstanding anything to the contrary set forth herein, this Agreement may be terminated immediately by either Party upon written notice to the other Party in the event the other Party: (a) commits any act that materially adversely affects or harms the business or reputation of such Party, (b) becomes insolvent, © files or has filed involuntarily against it (if the involuntary petition is not withdrawn within thirty (30) days of filing) a petition under the United States Bankruptcy Code or under or pursuant to any state bankruptcy act or under any similar Federal or state law, (d) admits in writing its inability to pay its debts generally as they become due, (e) suspends or terminates its operations for a period of fifteen (15) days or more, or liquidates or dissolves, or (f) is convicted of, pleads guilty to, or enters a plea of no contest to, the violation of any law or regulation, including those relating to the development and marketing of the Services.

The Parties acknowledge and agree that any termination of this Agreement for any reason whatsoever will not provide either Party with any right or claim to damages or compensation whatsoever (other than Consulting Fees and Expenses owed by the Client to Simetras  with respect to deliverables delivered by Simetras  and accepted by the Client) solely by reason of such termination, including, without limitation, for loss of profits, loss of opportunity, loss of reputation, reimbursement of past investments for the purpose of fulfilling either Party’s obligation hereunder, or termination of a long-standing commercial relationship.

4.3 RESPONSIBILITY UPON TERMINATION 

Any equipment provided by the Client to Simetras in connection with or furtherance of Simetras’ services under this Agreement, including, but not limited to, computers, laptops, and personal management tools, shall, immediately upon the termination of this Agreement, be returned to the Client. 

4.4 SURVIVAL 

The provisions of Articles 5, 7, 8, and 9 of this Agreement shall survive the termination of this Agreement and remain in full force and effect thereafter. 

 

ARTICLE 5 | CONFIDENTIAL INFORMATION 

5.1 OBLIGATION OF CONFIDENTIALITY 

In performing consulting services under this Agreement, Simetras  may be exposed to and will be required to use certain "confidential Information" (as hereinafter defined) of the Client. Simetras  agrees that Simetras  will not and Simetras 's employees, agents, or representatives will not use, directly or indirectly, such Confidential Information for the benefit of any person, entity, or organization other than the Client, or disclose such Confidential Information, either during or after the term of this Agreement, for as long as such information retains the characteristics of Confidential Information. 

5.2 DEFINITION

"Confidential Information" means all information regarding the Client provided by Client to Simetras, including information not generally known and proprietary to the Client or to a third party for whom the Client is performing work, including, without limitation, information concerning any patents or trade secrets, confidential or secret designs, processes, formulae, source codes, plans, devices or material, research and development, proprietary software, analysis, techniques, materials, or designs (whether or not patented or patentable), directly or indirectly useful in any aspect of the business of the Client, any vendor names, customer and supplier lists, databases, management systems and sales and marketing plans of the Client, any confidential secret development or research work of the Client, or any other confidential information or proprietary aspects of the business of the Client. All information which Simetras  acquires or becomes acquainted with during the period of this Agreement, whether developed by Simetras  or by others, shall be presumed to be confidential information. 

 

ARTICLE 6 | INTELLECTUAL PROPERTY 

6.1 OWNERSHIP 

The Client and Simetras  shall each retain ownership of, and all right, title and interest in and to, their respective, pre-existing Intellectual Property (“IP” as hereinafter defined), and no license therein, whether express or implied, is granted by this engagement or as a result of the Services performed hereunder, with the exception of the Intellectual Property owner’s permission for the receiving Party to use such Intellectual Property for the purposes of this Agreement. To the extent the Parties wish to grant to the other rights or interests in pre-existing Intellectual Property, separate license agreements on mutually acceptable terms will be executed.

Simetras grants to Client a non-exclusive, non-transferable license to use deliverables for internal use, contingent on full payment. Simetras shall retain ownership of an unrestricted right to use any IP. The Deliverables are not for commercial use outside of what is agreed to within this Agreement. The Client may not sell, transfer, or otherwise publicly share any of the Deliverables. The services performed and any deliverable items produced pursuant to this engagement are not "works for hire." Simetras  may, at its sole discretion, revoke this license in the event that the Client breaches the terms of this Agreement or the license itself. 

The Client understands and expressly agrees that, in the event that full payment is due prior to Services being performed, this license for use of Simetras ’s IP is hereby withheld from the Client until Client makes full payment of any outstanding invoice due for Services. 

In all other circumstances, the Client further understands and expressly agrees that this license to use Simetras ’s IP may be revoked from Client, at Simetras ’s sole discretion, in the event of non-payment of fees under this Agreement by Client. In the event of revocation of this license, all of Simetras’s IP that is in the Client’s possession must be either returned or destroyed, at the sole election of Simetras . 

As used herein, "Intellectual Property" shall mean inventions (whether or not patentable), works of authorship, trade secrets, techniques, know-how, ideas, concepts, algorithms, and other intellectual property incorporated in any Deliverable and first created or developed by Simetras  for use by Client.

 

ARTICLE 7 | NON-SOLICITATION 

7.1 NON-SOLICITATION 

Simetras covenants and agrees that during the term of this Agreement, Simetras  will not, directly or indirectly, through an existing corporation, unincorporated business, affiliated party, successor employer, or otherwise, solicit, hire for employment or work with, on a part-time, consulting, advising, or any other basis, other than on behalf of the Client any employee or independent contractor employed by the Client while Simetras  is performing services for the Client. The client also agrees that it will not be party to any solicitation of any of Simetra LLC’s, facilitators/consultants to do similar professional services business activities for at least 2 years after the completion of any scope of work. 

 

ARTICLE 8 | GENERAL PROVISIONS 

8.1 CONSTRUCTION OF TERMS 

If any provision of this Agreement is held unenforceable by a court of competent jurisdiction, that provision shall be severed and shall not affect the validity or enforceability of the remaining provisions. 

8.2 GOVERNING LAW 

This Agreement shall be governed by and construed in accordance with the internal laws (and not the laws of conflicts) of the State of Florida. 

8.3 COMPLETE AGREEMENT 

This Agreement constitutes the complete agreement and sets forth the entire understanding and agreement of the parties as to the subject matter of this Agreement and supersedes all prior discussions and understandings in respect to the subject of this Agreement, whether 

written or oral. 

8.4 DISPUTE RESOLUTION 

If there is any dispute or controversy between the parties arising out of or relating to this Agreement, the parties agree that such dispute or controversy will be arbitrated in accordance with proceedings under American Arbitration Association rules, and such arbitration will be the exclusive dispute resolution method under this Agreement. Any such arbitration shall be conducted in Hollywood, Florida. The decision and award determined by such arbitration will be final and binding upon both parties. All costs and expenses, including reasonable attorney's fees and expert's fees, of all parties incurred in any dispute that is determined and/or settled by arbitration pursuant to this Agreement will be borne by the party determined to be liable in respect of such dispute; provided, however, that if complete liability is not assessed against only one party, the parties will share the total costs in proportion to their respective amounts of liability so determined. Except where clearly prevented by the area in dispute, both parties agree to continue performing their respective obligations under this Agreement until the dispute is resolved. 

8.5 MODIFICATION 

No modification, termination, or attempted waiver of this Agreement, or any provision thereof, shall be valid unless in writing signed by the party against whom the same is sought to be enforced. 

8.6 WAIVER OF BREACH 

The waiver by a party of a breach of any provision of this Agreement by the other party shall not operate or be construed as a waiver of any other or subsequent breach by the party in breach.

8.7 SUCCESSORS AND ASSIGNS 

This Agreement may not be assigned by either party without the prior written consent of the other party; provided, however, that the Agreement shall be assignable by the Client without Simetras' consent in the event the Client is acquired by or merged into another corporation or business entity. The benefits and obligations of this Agreement shall be binding upon and inure to the parties hereto, their successors and assigns. 

8.8 NO CONFLICT 

Simetras  warrants that Simetras has not previously assumed any obligations inconsistent with those undertaken by Simetras under this Agreement. 

IN WITNESS WHEREOF, each of the Parties has executed this Agreement, both Parties by its duly authorized officer, as of the day and year set forth below.

SIGNATURE 

Please read the contract to make sure you understand all the details involved with us working together. It is important to us that everything is transparent and understood from the beginning so that we lay a solid foundation for a great working relationship. If you have any questions at all, please let us know. We're happy to clarify any points and there may be some items that we can sort out together. We're committed to finding the best way to work together.

Milka Milliance January 12, 2026 

Milka Milliance, MBA Date

Chief Executive Officer, Simetras 

         

First & Last Name Signature                Date

Title:  

Client Organization: