MASTER CONSULTING AGREEMENT
Foundational Consulting Group
Effective Date: 3-12-2026
This Master Terms, Conditions, Consulting Agreement, and Regulatory Disclosure Framework (“Agreement”) governs the use of services provided by Foundational Consulting Group (“FCG”, “Company”, “we” or “our”) and applies to all website users, consulting clients, and strategic partners (“Client”, “User” or “Party”).
By accessing the Company website or engaging services, you agree to the provisions outlined in this Agreement.
COMPANY OVERVIEW
Foundational Consulting Group provides professional advisory services, including:
• venture development
• strategic business consulting
• capital readiness advisory
• project development consulting
• organizational design
• growth and scaling strategy
• strategic resource development
• infrastructure and economic development advisory
All services are provided strictly in an advisory capacity.
SCOPE OF CONSULTING SERVICES
Services provided by the Company may include:
• strategic planning
• business modeling
• operational design
• capital readiness preparation
• growth strategies
• venture development consulting
• infrastructure project advisory
• ecosystem development strategies
The Company does not guarantee specific business outcomes, including:
• investment funding
• capital commitments
• grants or incentives
• revenue increases
• regulatory approvals
Business outcomes depend on numerous external variables beyond the Company’s control.
MASTER CONSULTING AGREEMENT (MCA)
This document serves as the Master Consulting Agreement (MCA) governing all advisory
engagements with Foundational Consulting Group unless superseded by a written
project-specific contract.
Consulting engagements may be structured as:
• hourly advisory services
• project-based consulting
• retainer consulting
• milestone-based engagements
• strategic advisory partnerships
Each engagement may be accompanied by a Statement of Work (SOW) outlining:
• project scope
• deliverables
• timelines
• consulting fees
• payment terms
If a Statement of Work exists, it becomes part of this Agreement.
PAYMENT TERMS
Consulting services may include:
• advisory retainers
• project consulting fees
• strategic development contracts
• milestone payments
Unless otherwise agreed:
Invoices are due within 15 days of issuance.
Late payments may result in:
• suspension of services
• additional administrative fees
• termination of consulting services
Payments are non-refundable once consulting work begins unless otherwise agreed in writing.
INTELLECTUAL PROPERTY
All materials created by Foundational Consulting Group remain the intellectual property of the
Company unless otherwise agreed.
This includes:
• consulting frameworks
• proprietary methodologies
• venture models
• strategic reports
• research
• presentations
• proprietary development models
Clients receive a limited, non-transferable license to use materials internally.
Materials may not be reproduced, redistributed, or sold without written permission.
CONFIDENTIALITY
Both parties agree to maintain confidentiality regarding proprietary or sensitive information
shared during consulting engagements.
Confidential information includes:
• business plans
• financial models
• operational systems
• strategic plans
• investor materials
• proprietary technology or processes
Confidentiality obligations do not apply to information that:
• becomes public knowledge
• was known prior to disclosure
• is required by law to be disclosed
NON-CIRCUMVENTION & NON-DISCLOSURE AGREEMENT (NCNDA)
By engaging the services of Foundational Consulting Group, the Client agrees to the following Non-Circumvention and Non-Disclosure provisions.
Clients shall not circumvent, bypass, or avoid the Company in any transaction involving parties introduced by the Company.
This includes introductions to:
• investors
• venture partners
• financial institutions
• strategic partners
• technology providers
• development partners
This protection applies for a period of twenty-four (24) months following any introduction.
If a client enters into a business relationship with an introduced party during this period, the Company may be entitled to reasonable compensation for consulting or facilitation services.
All proprietary information shared through these relationships must remain confidential.
STRATEGIC INTRODUCTION AGREEMENT
Foundational Consulting Group may facilitate introductions to:
• investors
• institutional partners
• venture capital firms
• project collaborators
• strategic business partners
• service providers
The Company does not act as a broker or securities intermediary.
Any agreements entered into by the client with third parties are independent of Foundational Consulting Group.
Clients must conduct their own due diligence before entering any agreements.
SECURITIES & CAPITAL FORMATION DISCLAIMER
Foundational Consulting Group is not a registered broker-dealer or investment advisor under:
• The Securities Act of 1933
• The Securities Exchange Act of 1934
• The Investment Advisers Act of 1940
The Company does not:
• sell securities
• solicit investors for securities offerings
• negotiate investment terms
• receive transaction-based compensation related to securities sales
Any discussions regarding capital formation are provided solely for educational and strategic advisory purposes.
REGULATORY COMPLIANCE RESPONSIBILITY
Clients are responsible for ensuring compliance with all applicable laws, including:
• securities regulations
• tax regulations
• fundraising laws
• corporate governance requirements
• nonprofit compliance regulations
The Company does not assume responsibility for a client’s legal compliance.
Clients should consult qualified professionals including:
• securities attorneys
• certified public accountants
• registered investment advisors
THIRD-PARTY RELATIONSHIPS
Foundational Consulting Group may recommend or introduce third-party providers.
These may include:
• consultants
• vendors
• investors
• financial institutions
• development partners
The Company does not guarantee:
• performance
• reliability
• financial outcomes
Clients must perform their own due diligence.
LIMITATION OF LIABILITY
To the maximum extent permitted by law, Foundational Consulting Group shall not be liable for:
• lost profits
• investment losses
• business interruptions
• regulatory issues
• indirect damages
Total liability for any claim shall not exceed consulting fees paid within the previous 90 days.
INDEMNIFICATION
Clients agree to indemnify and hold harmless the Company and its representatives from claims arising from:
• misuse of consulting advice
• regulatory violations by the client
• business decisions made by the client
• securities law violations
WEBSITE USE TERMS
Users agree not to:
• copy website content without permission
• misuse of intellectual property
• attempt unauthorized system access
• distribute malicious software
Violations may result in termination of access and potential legal action.
DATA & PRIVACY
The Company may collect limited data, including:
• contact information
• communication records
• service engagement data
Information is used solely for operational purposes.
The Company does not sell user data to third parties.
FORCE MAJEURE
The Company shall not be liable for delays or failure to perform due to events beyond its
control, including:
• natural disasters
• government actions
• technological failures
• public emergencies
DISPUTE RESOLUTION
In the event of disputes, the parties agree to attempt resolution through:
1. good-faith negotiation
2. mediation
3. arbitration if necessary
Jurisdiction shall be governed by the laws of the State of Illinois, United States.
GOVERNING LAW
This Agreement shall be governed by the laws of the State of Illinois.
MODIFICATIONS
The Company reserves the right to update this Agreement at any time.
Continued use of services constitutes acceptance of updated terms.
ACCEPTANCE OF TERMS
By using the Company website or engaging services, the Client acknowledges acceptance of
these Terms and Conditions.
DEAL PROTECTION & SUCCESS FEE CLAUSE
Foundational Consulting Group (“FCG”) may provide advisory services that contribute to the development, structuring, financing, or execution of business ventures, infrastructure projects, investment opportunities, or strategic partnerships.
In circumstances where the Company’s advisory work contributes materially to the development or success of a transaction, the following protections apply.
Success Fee Eligibility
If a Client completes a transaction that is substantially related to work performed by FCG, the Company may be entitled to a success fee or advisory compensation.
This may apply to transactions, including but not limited to:
• capital raises
• project financing
• infrastructure financing
• strategic partnerships
• joint ventures
• mergers or acquisitions
• project development agreements
• energy infrastructure projects
• public-private partnershipsTime Protection Period
Deal protection applies for a period of twenty-four (24) months following:
• introduction of an opportunity
• advisory work performed by the Company
• introduction to strategic partners
• introduction to investors or institutions
Circumvention Restriction
Clients agree not to circumvent, bypass, or avoid Foundational Consulting Group in transactions that arise from:
• introductions made by the Company
• advisory work conducted by the Company
• opportunities identified by the Company
If a transaction is completed without the Company's participation during the protection period, the Company may be entitled to reasonable compensation consistent with industry advisory practices.
Success Fee Determination
Unless otherwise defined in a written agreement or Statement of Work, compensation may be determined based on:
• percentage of transaction value
• advisory fee structure
• negotiated consulting compensation
Specific fee arrangements should be defined within the applicable Statement of Work or Engagement Agreement.
VENTURE DEVELOPMENT EQUITY PARTICIPATION CLAUSE
In certain engagements, Foundational Consulting Group may provide venture development services that materially contribute to the creation, growth, or structuring of a new venture, project, or investment platform. Where the Company provides substantial development services, the Company may receive equity participation or project participation rights as compensation.
Equity Participation Scope
Equity participation may apply to ventures including:
• startup companies
• infrastructure development projects
• renewable energy initiatives
• technology platforms
• joint ventures
• special-purpose development entities
• community development initiatives
Forms of Participation
Participation may include, but is not limited to:
• equity ownership
• profit participation
• revenue participation
• project development shares
• advisory equity
Equity Allocation
Equity allocations are typically determined through:
• venture development agreements
• project advisory agreements
• strategic partnership agreements
• Statement of Work agreements
Equity participation percentages may vary depending on the scope of development services
provided.
ADVISORY CONTRIBUTION RECOGNITION
Clients acknowledge that venture development and strategic advisory services provided by Foundational Consulting Group may significantly contribute to:
• project feasibility
• capital readiness
• strategic positioning
• partnership development
• infrastructure planning
Accordingly, compensation structures including equity participation, advisory fees, or success-based compensation may be appropriate where the Company’s work materially contributes to project outcomes.
GOOD FAITH NEGOTIATION
Where compensation structures such as success fees or equity participation are applicable but not previously defined, the parties agree to negotiate such arrangements in good faith in accordance with industry standards for advisory and development services.
NO SECURITIES BROKERAGE ACTIVITY
Nothing within these provisions shall be interpreted to mean that Foundational Consulting Group:
• sells securities
• solicits investments for compensation
• acts as a securities intermediary
• performs regulated broker-dealer activities
All advisory services are conducted strictly in compliance with applicable securities regulations.
SURVIVAL OF PROVISIONS
The following provisions shall survive termination of consulting engagements:
• confidentiality obligations
• non-circumvention provisions
• intellectual property protections
• deal protection rights
• equity participation rights
These provisions remain enforceable beyond the termination of services.
CONTACT INFORMATION
Foundational Consulting Group
2501 Chatham Rd. Suite N
Springfield, IL, 62704
fcgventure.com