Standard Advisory Engagement Terms

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These Engagement Terms summarize baseline terms that may apply if you engage FCP Partners. Final terms are set forth in a signed engagement letter or agreement ("Engagement Letter"). If there is a conflict between these terms and the Engagement Letter, the Engagement Letter controls.

1. Scope of Work

FCP may support, as agreed in the Engagement Letter:

  • Structuring and packaging transaction materials (e.g., lender-ready summary, data-room readiness checklist)
  • Process design and timeline management
  • Coordination of diligence workflows (as a project steward)
  • Counterparty process management (as appropriate and permitted)
  • Execution support through closing milestones

Not included unless explicitly agreed: legal services, tax advice, underwriting as a lender, providing capital, or making binding financing commitments.

2. Client Responsibilities

You agree to:

  • Provide accurate and timely information and disclosures
  • Maintain control over decisions and approvals
  • Engage your own legal/tax advisors
  • Comply with applicable laws and confidentiality obligations

3. Fees & Expenses

Fees may include one or more of:

  • Retainer (credited against other fees if specified)
  • Milestone fees (e.g., packaging completion, VDR readiness, term sheet milestone)
  • Success / completion fee (upon closing or capital raised, as defined)
  • Hourly / project fees (if applicable)

Reasonable out-of-pocket expenses may be billed if pre-approved or as outlined in the Engagement Letter.

4. No Guarantee

FCP does not guarantee outcomes, funding, terms, timing, or successful closing. Any transaction is subject to third-party diligence and approvals.

5. Confidentiality

FCP will treat client information as confidential and use it only for the engagement, subject to:

  • Client-authorized sharing
  • Vendor processing under confidentiality terms
  • Legal requirements

6. Data Rooms and Access Controls

If a VDR is used, access may be controlled by role, NDA status, and audit logs. The client is responsible for confirming what may be shared and with whom.

7. Conflicts

FCP may work with multiple clients. If a conflict is identified, FCP may implement controls, disclose it, or decline the engagement.

8. Term and Termination

Either party may terminate per the Engagement Letter. Fees earned and expenses incurred up to termination remain payable. Certain confidentiality and liability provisions survive termination.

9. Liability Limitations

To the fullest extent permitted by law, FCP's liability may be limited as set forth in the Engagement Letter, including exclusions for indirect damages.

10. Governing Law

Default governing law: [New York], unless the Engagement Letter states otherwise.

11. Contact

For engagement inquiries: [contact@fcp.ai].