Stephanie, I want you to know how grateful I am for you and your services! You've helped me so much and my practice is thriving! You are a rockstar. Keep it going! You are a risk-taker, and you are outstanding at helping others achieve their goals and success!

Susan Dennis DDS

We have used so many different advisors over the years and sometimes they leave a sour taste in your mouth. Stephanie has been absolutely the best advisor we have used in 20 years of practice. Such a great asset to our team. I’m hesitant to leave review because she is such a diamond in the rough and I’m afraid the secret will get out that she’s the absolute best and every practice will be fighting over her all over the country 😉
Eric McMahon DDS
The Smile Lodge Pediatric Dentistry
Stephanie has proven herself to be an extremely effective consultant in my dental business.  When entering my business to observe for the first time, she waws able to quickly identify our strengths and weaknesses and develop an action plan to implement the necessary changes needed.  She is more than capable of solving complex issues in mere minutes that have taken my front desk staff weeks to solve.  Her knowledge of business operations and insurance runs deep and she always seems to have the right connection to solve issue that cannot be resolved in house.
Since implementing said changes, the quality of my life has drastically improved.  I'm working shorter hours and producing more.  My office runs smoother with less daily headaches.
I know that as my business grows and improves, her team will be a very valuable resource to lean on to make sure I am maximizing my opportunities and never getting too complacent.  Stephanie Wright wholeheartedly received my endorsement.
James Shaheen DDS
Smiles of Grand River

Can't recommend Stephanie Wright enough. Stephanie has dramatically changed the course of my career in the best way.

Ross Nelson DDS

Newaygo Family Dentistry

Stephanie's proactive and results-driven approach to implementing effective policies has been a game changer for our office. She came in and our office and we started seeing positive results immediately. We has been working with Stephanie for 9 months now and her dedication has led to a record-breaking revenue with a 20% increase in just 6 months after years of being stagnant!  We highly recommend Innovative Advisory Solutions LLC to any dental office looking to be more profitable or looking to get policies in place to make the work flow easy and seamless.

Katie Piatt

Office Manager

I hired Stephanie as my business coach. Stephanie took the time to listen to the goals I want to achieve and began the process of taking me there.
She is an experienced individual offering expertise and more importantly offering unwavering support. The business of dentistry can be treacherous terrain. She understands the idiosyncrasies of dentistry and the challenges I face. Her knowledge then allows me to make informed decisions and avoid common pitfalls.
Stephanie steps in with perspective, challenges my assumptions, and offers constructive feedback. This is how one moves dreams forward to being an architect of your vision and then building.

Piiamari Bowers DDS

Dexter Dental Studio & Foundational Roots

I have been extremely impressed with the strategy that Stephanie has brought to my office. As we prepare to make a significant change in our practice, her analysis and motivation has given us confidence and the enthusiasm to move forward without trepidation. She is a rockstar! I could not recommend her highly enough.

Gary Scott DDS

Family Dentistry of Caledonia

In my 12 years of practice management, we’ve achieved our most tangible results through the in-house service that Stephanie Smith has provided for us. Drawing from her years of experience in the dental field, Stephanie has provided us with very insightful advice and practical suggestions. She has come to be viewed as a reliable advisor by our entire staff.

Dee Carlisle
Midwest Dental Care, Director of Operations

Stephanie is wonderful to work with and utilizes ALL of her skills to make a unique and individualized plan for your office and you as the doc based on your goals and desires. She is a coach for your entire team, helping each person find a fit that is purposeful and brings out their personal best. She has a way of truly seeing and hearing what your needs are.

Meggan McCone, DDS
Growing Smiles Pediatric Dentistry

Our office recently had the opportunity to work with Stephanie this year in cleaning house with some insurance plans. Her playbook and workflow guarantee success. She is very thorough and will not sugar coat your reediness for change or individual office pitfalls and needs. She is very different from other consultants in that she tailors your individual roadmap instead of having a cookie cutter approach. She also respects your timeline and doesn't force your hand to changes or use pushy tactics. I would definitely recommend her services!

Chas Jensen DDS

Rogue River Family Dental

Stephanie was absolutely instrumental in helping us navigate going fee for service. She is thorough in determining if this is a smart move for your practice and establishing a realistic timeline for implementation. She coordinated efforts with our entire team on and off site. She is an excellent coach in formulating the ideal wording and delivery to patient families. We never imagined the process would be as seamless as it has been. Stephanie has been amazing. I highly recommend working with her!

Sonni Pellillo DDS

Hannapel & Pellillo Orthdontics

Stephanie has been a trusted advisor for my office and team for the past few years. She takes the time to understand her clients and their concerns. Importantly, she offers constructive advice as well as a guiding hand in how to apply it.

Pat Condit DDS

Stephanie is great! She really takes the time to make sure you understand how to tackle the little details that go into running a practice. She is always there to answer questions when you need her!

Sabrina Wadood DDS

Stephanie has been a pleasure to talk and work with. She has helped me in so many ways just within the first few months starting at my new office.
She means business, and I love it!!!
She gets things done and she really does want the best for the practice!

Haley Lawrence DDS

Stephanie has helped me grow as an employee and a person who helps me do the hard things, and show how strong and confident women can be. She has helped me understand my role and helped me grow in that role as well in the last year. I highly recommend taking any guidance she has to offer. 

Shelby Scott

Treatment Coordinator

Stephanie brings a tremendous amount of value to my practice. She helped facilitate a transition to paperless charting and has become an integral coach in the interpersonal relationships within the office as well as a business advisor. She is a wealth of knowledge and incredibly responsive. We have now been working together for over two years and continue to refine systems to improve our overall patient experience.

Chris Nelis DDS

Stephanie is beyond professional and it shows. She is honest, resourceful and determined to put your practice in high gear. If you have ever considered looking into a consultant to improve the logistics and functionality in your office and help you reach your goals, this is where you need to start.

Carla Mack

Office Manager/Treatment Planner

Stephanie is always available to help with whatever questions or problems I have! Highly recommend!!

Liz Garcia DDS

I have been very impressed with how Stephanie coaches my employer through the transition of going ffs!  It’s very scary at first (I’m front office) to go to ffs. However it’s been totally worth it and I would strongly encourage an initial consultation as soon as possible to see if you can take this step with your practice.
I can’t wait to see what our future holds after the big break ups with insurance companies this year. Kudos to you Stephanie for helping dentist get what the ultimately deserve!
Jaz Shear
Office Manager

Stephanie has been fantastic in helping me every step of the way and is extremely knowledgeable. She has been irreplaceable and she will always guide you in the right direction. Definitely give her call to have her help you!

Adeep Haque DDS

Love Stephanie with Innovative Advisory Solutions! Every time I’m in a bind or need advice I Know I can count on her to walk me through it. She is currently helping me with the transition from being an RDA for 22 years to an Office Manager. I couldn’t have done it without her support and guidance. From learning the ins and outs of Dental insurance to helping a young office grow!!! Skies the limit
Carrie Todd RDA

Stephanie is amazing! She helped us merge a digital office to a computer-less office and merge two staffs to one doctor in a very short time. Her enthusiasm and belief in us never wavered. She has a way of reading people and finding strengths. I highly recommend her!

Sheila Fernandez RDH

I highly recommend Stephanie. She has been a great help for my practice. She has an amazing attitude and she is full of energy. You can tell she loves her job and she loves what she does. I look forward to continue working with her.

Bardha Krasniqi DDS

Stephanie with innovative advisory solutions is amazing at what she does!
She is precise, thorough, and concise in her delivery of practice analysis reports. Working with her is an eye opener!
Ivan Samano DDS

Stephanie and I met officially back in May 2018. I had just graduated and was opening up my own start up dental practice. Stephanie has provided me with the guidance necessary to get me going including, but definitely not limited to insurance registration as a non-par provider, employee paperwork and handbooks, listening to my vision, dreams, and goals and helping me take the necessary steps to achieve that. She has fantastic marketing ideas and is very well versed in the dental world. She can help in so many aspects of the business and I know if you reach out to her, you won't be disappointed. I feel I can trust her with helping make the best decisions for my practice.

Bri Mezo DDS

Stephanie with Innovative Advisory Solutions is remarkable at what she does! Her detailed analysis reports provided us with accurate data to improve our practice!

Lacey Savaya

Hello Stephanie!  I just want to say thank you for having coffee with me 3 years ago.  Your advice and positive encouragement has meant more than you'll ever know.  The prood is in The Dental House.  Thank you again.

Brockton Willey DDS

The Dental House

Agreement for Services with Stephanie Wright Practice Management

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Name(Required)
(“Effective Date”),
Legal Name of Owner/Doctor:
(“Company”)
With an Address of:(Required)

Accordingly, in consideration of the mutual covenants and agreements set forth in this Agreement and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. Services.

During the Term (defined below), Consultant shall provide Company with General Consulting Services, as described in Exhibit A.

Notwithstanding the foregoing, Consultant retains the right to refuse to provide any of the Services or any part of the Services requested by Company in Consultant’s sole discretion without terminating this Agreement. Company shall cooperate as may be reasonably necessary to assist Consultant’s provision of the Services, including, without limitation, execution of documents upon Consultant’s reasonable request.

2. Fees.

Fees for Services shall be as set forth in the respective Exhibits and subject to the billing guidelines (including, but not limited to, descriptions of itemized expense reimbursements) set forth in Exhibit B (“Billing Guidelines”). At Consultant’s sole discretion and from time to time, Consultant may amend the Billing Guidelines, effective immediately upon notice to Company. Unless otherwise expressly provided in this Agreement, Company shall be responsible for all fees and expenses incurred in connection with the Services.

Consultant invoices Company through QuickBooks. Each invoice is sent to the billing contact Company provides and includes a secure payment link. Company may pay by bank transfer (ACH) or by credit card. Company may authorize a recurring QuickBooks payment for the Monthly Membership Fee. Consultant does not collect or store credit card numbers, security codes, or identification documents.

To the extent permitted by applicable law, a three percent (3%) convenience fee shall be applied to each credit card transaction. No convenience fee is applied to payment by bank transfer (ACH). Should a payment fail, be declined, or be returned, Company (without limitation as to Consultant’s rights or remedies under this Agreement) will pay Consultant the amount due (as indicated by invoice to Company) within seven (7) days of the date the invoice is received and request for an updated payment source. Company, from time to time as requested by Consultant, shall provide Consultant with an Internal Revenue Service Form 1099-MISC (or applicable form). Each party shall be solely responsible for its own federal, state, and local tax liability, if any.

3. Term and Termination; Survival.

This Agreement shall commence as of the Effective Date and shall continue thereafter for an initial term of twelve (12) months unless sooner terminated pursuant to this Section. After the end of the initial term, this Agreement will be automatically renewed for successive oneyear periods (the initial term, together with any renewal period, “Term”). Either party may terminate this Agreement at any time, with or without cause, by providing written notice to the other party pursuant to Section 9. The rights and obligations of the parties set forth in Sections 3, 4, 5, 6, 7, 10, 12, and 13, any and 2 all payments and reimbursements due to Consultant or which may become due to Consultant, and any right or obligation of any party in this Agreement which, by its nature, should reasonably survive termination or expiration of this Agreement, will survive any such termination or expiration of this Agreement.

4. Confidentiality.

(a) Definition. "Confidential Information" means non-public information one party shares with the other in connection with this Agreement. For Company, this includes its financial, production, and collection data, fee schedules, dental benefit plan contracts, employee information, and systems. For Consultant, this includes its pricing, fee terms, methods, frameworks, assessments, tools, and templates. Patient information is also governed by Exhibit C.

(b) Obligations. Each party will use the other party's Confidential Information only to perform or receive the Services, will protect it with at least reasonable care, and will share it only with its own owners, employees, contractors, and professional advisors who need to know it and who are bound by confidentiality obligations at least as protective as this Section.

(c) Exclusions. Confidential Information does not include information that is or becomes public through no fault of the receiving party, was already known to the receiving party without a confidentiality obligation, is independently developed without use of the other party's information, or is lawfully received from a third party without restriction.

(d) Required disclosure. A party may disclose Confidential Information when required by law or court order, after giving the other party prompt notice when legally allowed so it can seek protection.

(e) De-identified data. Consultant may use data that has been de-identified in accordance with HIPAA (45 C.F.R. § 164.514) and aggregated so that it does not identify Company, its team members, or any patient, to improve its services and develop industry benchmarks.

(f) Duration. These obligations continue for three (3) years after this Agreement ends, and for as long as the information remains a trade secret or Protected Health Information.

5. Intellectual Property.

(a) Consultant Materials. Consultant owns all of its methods, frameworks, assessments, templates, scripts, training materials, forms, software configurations, AI tools, know-how, and other intellectual property, whether created before or during this Agreement, and all improvements to them ("Consultant Materials").

(b) Deliverables and license. "Deliverables" are the reports, action plans, customized policies, scripts, forms, training content, and other materials Consultant prepares for Company under this Agreement. Consultant retains ownership of the Deliverables. Once Company has paid in full for the related Services, Consultant grants Company a non-exclusive, perpetual, royalty-free license to use, copy, and modify the Deliverables for the internal operation of Company's practice locations. This license may transfer to a buyer of Company's practice as part of that sale.

(c) Restrictions. Company may not sell, publish, distribute, or share the Deliverables or Consultant Materials outside its practice, or use them to create a competing product or service.

(d) Company data. Company owns its own data, patient records, and pre-existing materials.

6. Independent Contractor; Nonexclusive Services.

It is understood and acknowledged that the Services that Consultant shall provide to Company hereunder will be in the capacity of an independent contractor and not as an employee or agent of Company. Consultant shall control the conditions, time, details, and means by which Consultant performs the Services. Consultant shall have no authority to commit, act for or on behalf of Company, or to bind Company to any obligation or liability, including, without limitation, extending offers of employment to any candidate, or making any promises with respect to timing, amount of compensation, job duration, or conditions for termination of employment. Services rendered by Consultant shall be on a nonexclusive basis. Company acknowledges that Consultant may contract with other companies and individuals and provide similar or the same services to multiple clients during Company’s engagement with Consultant. Company may request that Consultant arrange for the services of other individuals or companies on Company’s behalf; Company shall be responsible for all costs incurred as a result, and Consultant makes no warranties or representations regarding the performance or services offered by any other individuals or companies.

7. Limitation of Liability; Indemnification.

Consultant has no responsibility under this Agreement other than to perform the Services in good-faith, and Consultant will not be responsible for any consequences whatsoever that result from any action of Company in following or declining to follow any advice or recommendation of Consultant, it being acknowledged that all decision-making regarding Company, including, without limitation, whether or not to follow any advice or recommendation by Consultant or hire any potential employment candidate, is solely the responsibility of Company. To the fullest extent allowed under applicable law, Consultant will not be liable to Company except by reason of acts constituting willful malfeasance or reckless disregard of Consultant’s duties. The parties recognize and agree that the effectiveness of the Services and the success of any actions undertaken by Consultant in connection with the Services are not guaranteed or warranted by Consultant in any respect whatsoever. Except as expressly provided in this Section 7, Consultant’s services are being provided on an “as is” and “with all faults” basis. This Agreement benefits solely the parties and their respective successors and permitted assigns and (except as to the following indemnified parties who are entitled to enforce such indemnification) nothing in this Agreement, express or implied, confers on any third-party any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement. Company agrees (to the fullest extent allowed under applicable law) to fully indemnify, waive, release, discharge, hold harmless, and defend Consultant, its officers, employees, members, managers, representatives, agents, successors and assigns from any and all losses, damages, liabilities, deficiencies, 3 claims, actions, judgments, interest, awards, penalties, fines, costs, or expenses of whatever kind (including reasonable attorneys’ fees) arising out of or resulting from: (i) the Services; (ii) this Agreement (except breach by Consultant); any misrepresentation of fact or omissions by Company; or (iv) breach of this Agreement by Company.

8. Equal Employment Opportunity.

Each party represents to the other that (as applicable) it is an equal opportunity employer and complies with all federal, state, and local employment and antidiscrimination laws and considers applicants for employment without regard to race, color, creed, national origin or ancestry, citizenship status, religion, sex, sexual orientation, age, marital status, or physical or mental disability, or any other basis protected by law and provides reasonable accommodation to individuals with disabilities in accordance with applicable laws.

9. Notices.

All notices under this Agreement must be in writing and addressed to the other party at its address set forth below (or to such other address that the receiving party may designate from time to time in accordance with this Section). Unless otherwise agreed in writing, all notices must be delivered by personal delivery, nationally recognized overnight courier, certified or registered mail, or by electronic mail as specified below, and are effective only (a) on receipt by the receiving party or (b) when confirmed as sent by the delivering party if by electronic means with a copy given by overnight mail.

10. Entire Agreement; Severability; Amendment and Waiver; Attorney’s Fees.

This Agreement constitutes the sole and entire agreement between the parties with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding such subject matter. In the event of any inconsistency between the terms of this Agreement and its Exhibits, the terms of this Agreement shall prevail. If any term or provision of this Agreement is found by a court of competent jurisdiction to be invalid, illegal, or unenforceable, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. No amendment to or modification of this Agreement is effective unless it is in writing and signed by each party. No waiver by any party of any of the provisions of this Agreement shall be effective unless explicitly set forth in writing and signed by the party so waiving. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from this Agreement shall operate or be construed as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege. In addition to all rights and remedies available to Consultant under applicable law upon a breach of this Agreement by Company, Consultant shall also be entitled to reimbursement from Company for Consultant’s reasonable attorney’s fees incurred to enforce this Agreement.

11. Assignment; Successors and Assigns.

Company may not assign this Agreement or any rights or obligations hereunder without the prior written consent of Consultant (which consent shall not be 4 unreasonably withheld). This Agreement is binding on and inures to the benefit of the parties and their respective successors and permitted assigns.

12. Choice of Law and Forum.

This Agreement and all related documents, and all matters arising out of or relating to this Agreement, whether sounding in contract, tort, or statute, are governed by, and construed in accordance with, the laws of the State of Michigan, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of Michigan or any other jurisdiction) that would cause the application of the laws of any other jurisdiction than the State of Michigan. Each party irrevocably and unconditionally agrees that it will not commence any action, litigation, or proceeding of any kind whatsoever against the other party in any way arising from or relating to this Agreement and all contemplated transactions, in any forum other than Ottawa County, Michigan or the United States District Court for the Western District of Michigan. Each party irrevocably and unconditionally submits to the exclusive jurisdiction of such courts. Each party agrees that a final judgment in any such action, litigation, or proceeding is conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

13. Waiver of Jury Trial.

Each party acknowledges that any controversy that may arise under this Agreement, including exhibits, schedules, attachments, and appendices attached to this Agreement, is likely to involve complicated and difficult issues and, therefore, each party irrevocably and unconditionally waives any right it may have to a trial by jury in respect of any legal action arising out of or relating to this Agreement, including any exhibits, schedules, attachments, or appendices attached to this Agreement, or the transactions contemplated hereby.

14. Force Majeure.

Consultant shall not be liable or responsible to Company, nor be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any obligation under this Agreement, when and to the extent such failure or delay is caused by or results from acts beyond Consultant’s reasonable control, including, without limitation, (a) acts of God; (b) flood, fire, earthquake, or explosion; (c) government order or law; (d) pandemic, public health emergency, or national or regional emergency (including a continuation or recurrence of COVID-19, any mutations of COVID-19 or similar virus); and (e) strikes, labor stoppages or slowdowns, or other industrial disturbances.

15. Counterparts.

This Agreement may be executed in counterparts, each of which is deemed an original, but all of which together are deemed to be one and the same agreement. A signed copy of this Agreement delivered by facsimile, email, or other means of electronic transmission is deemed to have the same legal effect as delivery of an original signed copy of this Agreement.

16. Recording, AI-Assisted Note-Taking, and Technology.

(a) Consent. Consultant may use audio recording and AI-assisted dictation, transcription, and note-taking tools during meetings, phone calls, video sessions, and on-site visits to capture accurate notes, decisions, and action items. By signing, Company consents to this use and confirms it has authority to consent on behalf of its owners and managers. Company will let its team members know that sessions with Consultant may be recorded or transcribed. Consultant will state at the start of a recorded virtual meeting that recording or AI note-taking is in use.

(b) Pausing. Company or any participant may ask Consultant to pause or stop recording for all or part of a session, and Consultant will do so.

(c) Patient information. Consultant will make reasonable efforts to avoid capturing patient conversations and Protected Health Information in recordings. Consultant will not record a patient interaction unless Company confirms that any patient consent required by law has been obtained. Any recording, transcript, or note that contains Protected Health Information is treated as Protected Health Information under Exhibit C.

(d) Tools that handle patient information. Consultant will use an AI or technology tool to process Protected Health Information only if the tool's vendor has signed a business associate agreement with Consultant, or if the information has been de-identified before processing.

(e) Retention. Consultant keeps raw audio recordings only as long as needed to prepare notes, and deletes them within thirty (30) days, unless Company asks in writing that they be kept longer or the law requires otherwise.

(f) AI-assisted work. Consultant may use AI tools to help analyze data and prepare Deliverables. Consultant reviews all Deliverables before delivery and remains responsible for them under this Agreement.

Recording and AI note-taking consent(Required)
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of the Effective Date by their respective duly authorized officers.(Required)
Signature Boxes are meant to be used with a stylus or finger for signing on a mobile device.

Exhibit A

Consultant shall provide Company with General Consulting Services, as described below. All Services are subject to this Agreement, including without limitation confidentiality, limitation of liability, and the Billing Guidelines (Exhibit B). Company is responsible for timely cooperation, access, and providing accurate information.

Consultant shall provide Company with general consultation services, which may include consulting with officers and employees of Company concerning matters related to the management and organization of Company, Company’s financial policies, the general terms and conditions of Company’s employment contracts, and other matters arising out of the business or affairs of Company (“General Consulting Services”). Consultant will make recommendations based on information it receives from Company and through its own expertise and general business knowledge.

If Company elects to continue with Consultant’s services beyond the Initial Assessment, Consultant and Company agree to enter a retainer commitment for a set number of coaching or consulting sessions as described below under Fees and Payment.

2. Fees and Payment.

(a) Fees for Services.

Initial Assessment. Five Thousand and 00/100 Dollars ($5,000.00) per location, including a minimum of one (1) full day in Company’s practice. The Initial Assessment is sixteen (16) hours total over two (2) days. Day two is for analyzing Company’s data, laying out the plan, and identifying the consulting work and timeline, and includes the review meeting with Company’s doctor, which may be held in person or by video conference. Day two may be performed remotely. Travel, transportation, accommodations, and meals are additional and are governed by the Billing Guidelines.

Monthly Membership. Three Thousand Five Hundred and 00/100 Dollars ($3,500.00) per month for eight (8) hours per month, consisting of seven (7) hours of Services with Company and one (1) hour for follow-up materials and portal updates. The Monthly Membership also includes one (1) thirty-minute remote accountability call between on-site visits. The initial term of a Monthly Membership is twelve (12) months and may be cancelled at any time on thirty (30) days’ written notice, after which it renews for successive twelve (12) month terms on the same basis.

Additional Time. Services beyond the hours included in a Monthly Membership, and any Services not covered by a Monthly Membership, are billed at Three Hundred Twenty-Five and 00/100 Dollars ($325.00) per hour, or Two Thousand Five Hundred and 00/100 Dollars ($2,500.00) per eight (8) hour day.

Rolled-Over Hours. Unused Monthly Membership hours roll forward and are delivered online only, unless Company adds them onto a multi-day in-person visit, in which case Company is responsible for the related accommodations and travel. Rolled-over hours expire ninety (90) days after the end of the month in which they accrued, and are forfeited upon Company’s notice of cancellation.

(b) Hourly Rate Adjustments.

Consultant may, at its sole discretion, increase the hourly rate of General Consulting Fees. Any such increases will take effect immediately upon written notice to Company.

(c) Reimbursements and Expenses.

Company shall reimburse Consultant for reasonable out-of-pocket expenses incurred in connection with providing General Consulting Services in accordance with the Billing Guidelines. Such costs include, but are not limited to, transportation, accommodations, and meals. All reimbursed amounts are nonrefundable.

(d) Payment; Nonrefundable.

Consultant will invoice Company through QuickBooks for General Consulting Fees and any reimbursements, together with an itemized statement of expenses limited to hours of consulting services, accommodations, meal and transportation costs, if applicable, within seven (7) days after the General Consulting Services are performed or as soon thereafter as reasonably practical. Should a payment source expire, be changed, or be denied, Company agrees to inform Consultant within seven (7) business days. All General Consulting Fees, retainer payments, and reimbursements are nonrefundable.

(e) Tools and Client Portal.

During the Term, a Monthly Membership includes access to Consultant’s online tools and to a client portal maintained by Consultant. The portal holds Company’s customized work product, plans, and materials prepared by Consultant, together with Consultant’s prebuilt and customized tools. Consultant may add, update, change, or retire tools, resources, and portal features at any time without amending this Agreement. Access to the tools and the portal ends when the Term ends, including at the end of any thirty (30) day cancellation notice period. Company is responsible for downloading and retaining copies of its own materials before access ends.

Signed Acknowledgement of Exhibit A:(Required)
Signature Boxes are meant to be used with a stylus or finger for signing on a mobile device.

Exhibit B

Billing Guidelines

 Billable hours, half days, or full days will begin and end when Consultant is spending undivided time directly working on behalf of Company, whether on-site at Company’s office, at Consultant’s office, in the field (if applicable), or on the telephone.  Hours billed will be rounded to the nearest quarter-hour, at a half-day minimum.  Half days last four working hours.  Full days last eight working hours, plus one hour for break.

Cancellations:

 Company will be charged a full day for cancellations made with less than two weeks’ notice.

Commute, Transportation, and Travel:

 Drive time to and from Company or any work site less than a one (1) hour drive from Consultant’s office will not be billable for either time or miles.  Commute or business travel of one (1) hour or more each way will be charged at the Internal Revenue Service standard mileage rate in effect at the time of the commute or travel (76 cents per mile as of July 2026), beginning with the first mile, and Seventy-Five and 00/100 Dollars ($75.00) per hour.  Consultant will utilize its own vehicle, fuel, and insurance for local work. Consultant will hold Company harmless for any traffic violations and mechanical or collision incidents.  If Consultant spends two or more consecutive days at a location that is fifty (50) or more miles from Consultant’s office, Company will reimburse Consultant for the cost of any hotel(s), not to exceed Five Hundred Fifty and 00/100 Dollars ($550.00) per night, and meal(s), not to exceed Seventy-Five and 00/100 Dollars ($75.00) per day.  Company will reimburse Consultant for the cost of any flight(s), vehicle rental(s), and other expenses for travel to a location that would be a four (4) hour or more drive from Consultant’s office.

Two-Day Minimum for Air Travel and Long-Distance Visits:

A Monthly Membership visit that requires air travel, or that is to an office more than a four (4) hour drive from Consultant’s office, will be scheduled as a minimum of two (2) consecutive on-site days. The Monthly Membership Fee covers the first day, and each additional day is billed at Two Thousand Five Hundred and 00/100 Dollars ($2,500.00) per day. Company is responsible for flights, lodging, rental car or rideshare, parking, and other ground transportation, and meals are reimbursed at Seventy-Five and 00/100 Dollars ($75.00) per day. The Initial Assessment is not subject to this two-day minimum.

Receipts:

 Receipts (if any) for Consultant’s reimbursable expenses shall be made available to Company upon reasonable request within fifteen (15) days after the date of the invoice describing the expenses.
Signature Acknowledgement of Exhibit B:(Required)
Signature Boxes are meant to be used with a stylus or finger for signing on a mobile device.

Exhibit C · HIPAA Business Associate Agreement

This Business Associate Agreement ("BAA") is part of the Agreement between Company, as a covered entity, and Consultant, as a business associate, under the Health Insurance Portability and Accountability Act of 1996, the HITECH Act, and their implementing regulations at 45 C.F.R. Parts 160 and 164 (together, "HIPAA"). Capitalized terms not defined here have the meanings given in HIPAA. "PHI" means Protected Health Information that Consultant creates, receives, maintains, or transmits on Company's behalf.

C1. Permitted Uses and Disclosures

  • Consultant may use and disclose PHI only as needed to perform the Services, as required by law, or as permitted by this BAA.
  • Consultant may use and disclose PHI for its own proper management and administration and to carry out its legal responsibilities, as permitted by 45 C.F.R. § 164.504(e)(4).
  • Consultant may de-identify PHI in accordance with 45 C.F.R. § 164.514. De-identified information is no longer PHI.
  • Consultant will limit its uses, disclosures, and requests of PHI to the minimum necessary.
  • Consultant will not sell PHI or use it for marketing.

C2. Consultant's Obligations

  • Use appropriate administrative, physical, and technical safeguards, and comply with the HIPAA Security Rule (45 C.F.R. Part 164, Subpart C) for electronic PHI.
  • Report to Company any use or disclosure of PHI not permitted by this BAA, any Security Incident, and any Breach of Unsecured PHI, without unreasonable delay and no later than fifteen (15) business days after discovery, including the information required by 45 C.F.R. § 164.410. This BAA serves as notice of the ongoing existence of unsuccessful Security Incidents (such as pings, port scans, and blocked log-in attempts) that do not result in unauthorized access to PHI, and no further notice of those is required.
  • Mitigate, to the extent practicable, any harmful effect of a use or disclosure of PHI in violation of this BAA that is known to Consultant.
  • Require any subcontractor, including any AI or technology vendor, that creates, receives, maintains, or transmits PHI on Consultant's behalf to agree in writing to the same restrictions and conditions that apply to Consultant.
  • To the extent Consultant maintains PHI in a Designated Record Set, make it available to Company for access and amendment within fifteen (15) business days of Company's request, as needed for Company to meet 45 C.F.R. §§ 164.524 and 164.526.
  • Document disclosures of PHI and provide that information to Company within fifteen (15) business days of request, as needed for Company to provide an accounting under 45 C.F.R. § 164.528.
  • To the extent Consultant carries out any of Company's obligations under the HIPAA Privacy Rule, comply with the requirements that apply to Company in performing them.
  • Make its internal practices, books, and records relating to PHI available to the Secretary of Health and Human Services to determine compliance with HIPAA.

C3. Company's Obligations

  • Notify Consultant of any limitation in Company's notice of privacy practices, any change in or revocation of a patient's permission, and any restriction Company has agreed to, to the extent it affects Consultant's use or disclosure of PHI.
  • Provide Consultant only the minimum PHI necessary, and not ask Consultant to use or disclose PHI in any way HIPAA would not allow Company to do.
  • Obtain any patient consents or authorizations required by law.

C4. Term and Termination

  • This BAA lasts as long as the Agreement and ends when Consultant no longer holds any PHI.
  • If Consultant materially breaches this BAA, Company may end the Agreement if Consultant does not cure the breach within thirty (30) days after written notice.
  • When the Agreement ends, Consultant will return or destroy all PHI it still holds. If return or destruction is not feasible, Consultant will extend the protections of this BAA to that PHI and limit further use and disclosure to the purposes that make return or destruction infeasible.

C5. General

  • References to HIPAA mean the regulations as in effect and as amended. The parties will amend this BAA as needed to comply with changes in HIPAA.
  • Any ambiguity in this BAA will be interpreted to permit compliance with HIPAA.
  • Nothing in this BAA gives any rights to anyone other than the parties.
  • Consultant's obligations regarding PHI survive the end of the Agreement for as long as Consultant holds PHI.
Signed Acknowledgement of Exhibit C:(Required)
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