VISIONARY MANAGEMENT SOLUTIONS

CLIENT PAYMENT AGREEMENT

This Client Payment Agreement (“Agreement”) is entered into by and between Visionary Management Solutions (“VMS”) and the undersigned client (“Client”).

This Agreement establishes the payment requirements applicable to services provided by VMS.

1. Monthly Payment Due Date

Unless otherwise expressly stated in a written Statement of Work or service agreement, all recurring monthly payments are due no later than the: 7TH CALENDAR DAY OF EACH MONTH

The payment deadline remains the 7th regardless of whether the date falls on a:

• Saturday;

• Sunday;

• Federal holiday;

• Banking holiday; or

• Other non-business day.

The Client is responsible for making appropriate arrangements to ensure that payment is submitted or authorized on time.

2. Payment Method Selection

The Client shall maintain one of the following payment arrangements.

OPTION A: AUTOMATIC ACH

The Client authorizes recurring ACH payments through the payment system designated by VMS.

The Client is responsible for maintaining:

• Accurate banking information;

• An active bank account;

• Sufficient available funds; and

• Valid authorization for recurring ACH transactions.

OPTION B: CLIENT-INITIATED MONTHLY PAYMENT

The Client elects to independently arrange payment each month.

The Client understands that payment must be submitted no later than the 7th calendar day of each month.

3. Weekend and Holiday Payments

When the 7th falls on a weekend or holiday, the Client remains responsible for submitting or authorizing payment on or before the 7th.

A payment properly submitted or authorized by the deadline shall not be considered late solely because an ACH network, financial institution, banking institution, card processor, or other payment processor settles the transaction after the 7th.

4. Client Responsibility for Payment

The Client is responsible for knowing when payment is due.

VMS is not required to provide:

• Payment reminders;

• Courtesy notices;

• Telephone reminders;

• Email reminders; or

• Other notices before the payment deadline.

Failure to receive an invoice or payment reminder does not extend the payment deadline.

5. Late Payment Fee

A payment not properly submitted or authorized in full by the required deadline shall be considered late. A grace period of three (3) calendar days shall apply following the due date, during which no late charge shall accrue.

If payment remains outstanding after the grace period, a late charge equal to 10% of the overdue payment amount, not to exceed $[CAP AMOUNT, e.g., $1,000] per occurrence, shall be added to the Client's account, subject to the maximum amount permitted by applicable law. This late charge represents a reasonable estimate of the administrative and financial costs incurred by VMS due to late payment, and is not intended as a penalty.

Example

Monthly Payment Due: $5,000

10% Late Charge (if unpaid past grace period): $500

Total Amount Due After Late Charge: $5,500

6. Returned, Rejected, or Failed Payments

A payment shall remain unpaid if it is:

• Returned;

• Rejected;

• Reversed;

• Dishonored;

• Blocked;

• Charged back;

• Disputed;

• Declined; or

• Otherwise unsuccessful.

  
  

The Client remains responsible for:

• The original amount owed;

• Any applicable late charge; and

• Actual bank or payment-processing fees incurred by VMS, to the extent permitted by applicable law.

  
  

7. Insufficient Funds

The Client is responsible for maintaining sufficient funds for scheduled ACH or other payments.

A failed payment caused by insufficient funds does not eliminate or extend the original payment deadline.

8. Suspension of Services

VMS reserves the right to suspend services when a Client account becomes delinquent, defined as any payment remaining unpaid five (5) calendar days after the due date (inclusive of the grace period above). VMS will provide notice of suspension via email to the Client's contact on file at the time services are suspended; however, VMS is under no obligation to provide advance warning prior to the due date itself.

Suspended services may include: [existing list]. A suspension caused by nonpayment shall not constitute a breach of contract by VMS.

Suspended services may include:

• Consulting meetings;

• Strategy sessions;

• Deliverables;

• Reports;

• Assessments;

• Project management services;

• Implementation support;

• Access to VMS resources;

• Communications related to active project work; and

• Other contracted services.
  

A suspension caused by nonpayment shall not constitute a breach of contract by VMS.

9. Project Delays Caused by Nonpayment

If services are suspended because of nonpayment, VMS may adjust:

• Project schedules;

• Milestones;

• Meeting dates;

• Deliverable dates; and

• Completion dates.

VMS shall not be responsible for delays caused by the Client’s failure to maintain a current account.

10. Collection Costs

To the extent permitted by applicable law, the Client may be responsible for reasonable expenses incurred by VMS in collecting undisputed overdue amounts, including:

• Collection expenses;

• Court costs; and

• Reasonable attorneys’ fees when legally permitted.

  
  

11. No Waiver

If VMS chooses not to assess or collect a late payment charge on a particular occasion, that decision does not waive VMS’s right to enforce this Agreement in the future.

12. Continuing Payment Obligations

Termination, suspension, or completion of services does not eliminate outstanding financial obligations.

The Client remains responsible for all:

• Earned fees;

• Outstanding invoices;

• Approved expenses;

• Late charges; and

• Other amounts owed through the effective date of termination or completion.

  
  

  13. Governing Law

  
  

  This Agreement shall be governed by and construed in accordance with the laws of the State of Florida, without regard to its conflict of law principles. Any dispute arising under this Agreement shall be resolved in the state or federal courts located in Palm Beach County, Florida, and the parties consent to jurisdiction and venue there.

  
  

  13.1 Binding Arbitration

  
  

  Any dispute, claim, or controversy arising out of or relating to this Agreement, including its breach, termination, or validity, shall be resolved by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules, rather than in court, except that either party may seek injunctive relief in a court of competent jurisdiction to prevent irreparable harm pending arbitration.

  
  

  13.2 Location and Process

  
  

  The arbitration shall be conducted by a single arbitrator in Greenarces, Florida or remotely by mutual agreement of the parties. The arbitrator's decision shall be final and binding, and judgment on the award may be entered in any court having jurisdiction.

  
  

  13.3 Costs

  
  

  Each party shall bear its own costs of arbitration, except that the arbitrator may award reasonable attorneys' fees and arbitration costs to the prevailing party to the extent permitted by applicable law and consistent with Section 10 (Collection Costs) of this Agreement.

  
  

  13.4 Small Claims Carve-Out

  
  

  Notwithstanding the foregoing, either party may bring an individual claim in small claims court for disputes that qualify under the jurisdictional limits of that court, in lieu of arbitration.

  
  

  13.5 Class Action Waiver

  
  

  All disputes shall be resolved on an individual basis only. Neither party may bring or participate in a class, collective, or representative action against the other.

CLIENT ACKNOWLEDGMENT

By signing below, the Client acknowledges that the Client has reviewed, understands, and agrees to the payment requirements contained in this Agreement.