Fractional CTO engagement terms

1. The engagement

These terms are between 10 Space LLC, doing business as Tenspace Software ("we"), and the company named in the engagement letter ("you"). We provide a fractional chief technology officer: senior technology leadership for part of each month. The engagement letter names the person who will serve in the role, the time each month, the fee and anything specific to your company.

Included: technical direction and planning; architecture and vendor decisions; managing outside developers and vendors; hiring and leading your engineers; security and cloud cost oversight; and representing technology to your leadership, board, customers and investors.

Not included unless the engagement letter adds it: writing or running software (our custom development and build-operate-transfer services cover that), legal, tax or financial advice, and serving as a formal officer of your company (section 3).

2. You decide; we advise and lead

Your company makes its own decisions. We recommend, lead technical work and carry out what you approve. We do not sign contracts, approve spending, hire or fire, or otherwise commit your company to anything unless you authorize that specific act in writing, and then only within that authorization.

3. The title, and officer status

You may describe us inside and outside your company as your fractional CTO. That title describes the service; it does not make us an officer, director or employee of your company.

If you want us to serve as a formal officer, for example named in your corporate records or signing filings, that needs a separate written addendum, approval by your board, and directors and officers insurance from you that covers us. [Officer addendum terms: attorney to draft]

4. Time and availability

• The engagement letter sets the time each month [for example, a number of days or hours: decide per client], the regular meetings we attend, and our response times on business days.
• Unused time does not carry over to the next month. [Confirm]
• More time in a month is available by agreement, at the rate in the engagement letter, and only once you approve it.

5. Fees and payment

• A monthly retainer, invoiced in advance and due within [15 days: confirm].
• Pre-approved expenses, such as travel you ask for, at cost.
• For startups, part of the fee may be paid in equity or options under a separate written agreement. [Whether we accept equity, and on what terms: decide; tax and securities review needed]
• You may not withhold or offset fees because you disagree with our advice; if you're unhappy, tell us, or end the engagement under section 11.

6. Independence and conflicts of interest

• We may advise other companies. We will not take on a direct competitor of yours during the engagement without telling you first. [Definition of a direct competitor, and whether you may object: decide]
• We and our affiliates offer products and services of our own, including Porto from our sister company, Point of Truth Systems LLC. Whenever we recommend anything we or an affiliate provide, we tell you in writing before you decide, and you are free to choose anything else.
• We accept no undisclosed commission, referral fee or other payment from any vendor we recommend to you.

7. Access and security

• We use our own named accounts in your systems, with only the access the work needs, and multi-factor sign-in wherever your systems support it. We never share accounts or credentials.
• We follow your security policies, and tell you promptly if we learn of a security problem.
• When the engagement ends, you remove our access, and we confirm that we hold no credentials of yours.

8. Who owns what

Plans, documents, diagrams and decisions we create for you belong to you once paid for. We keep our general know-how, methods, templates and tools, and our own products and platforms; where any of those is part of something we give you, you receive a permanent, royalty-free license to use it in your business.

9. Confidentiality, both ways

Each of us keeps the other's non-public information confidential, uses it only for this engagement, and protects it with at least reasonable care. This lasts for 3 years after the engagement ends, and for trade secrets for as long as they stay secret. We never use your data to train AI models. [Whether a separate mutual NDA is signed first: decide]

10. The limits of our responsibility

• We give our honest, professional judgment, but we cannot guarantee business results, and you decide whether to act on our advice.
• NEITHER PARTY IS LIABLE FOR LOST PROFITS, LOST REVENUE, BUSINESS INTERRUPTION, OR INDIRECT OR CONSEQUENTIAL DAMAGES. OUR TOTAL LIABILITY IS LIMITED TO THE FEES YOU PAID US IN THE [6 MONTHS: confirm] BEFORE THE CLAIM, HOWEVER THE CLAIM IS FRAMED, EXCEPT FOR FRAUD, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.
• You defend us against claims by others that arise from our good-faith work within this engagement and your instructions, as you would for your own executives. [Indemnity scope and procedure: attorney to draft]

11. Term and ending

The engagement runs month to month. Either of us may end it with 30 days' written notice. During that time we hand over our work, documents and knowledge, and help bring in whoever comes next, including your full-time CTO.

12. Independent contractor

We are an independent contractor, not your employee. We control how we do the work, provide our own equipment, and are responsible for our own taxes and benefits. Nothing here creates a partnership, joint venture or employment.

13. General terms

• Law and disputes. Colorado law governs these terms. We meet to resolve any dispute first, then try mediation in Denver before either of us goes to court. [Attorney to confirm]
• Agreeing online. Accepting the engagement letter electronically is binding, with the same effect as a signature.
• Entire agreement. These terms and the engagement letter are the whole agreement; a change needs both our written agreement.