1. Nature of Advisory Engagement

Francisco Baptista (“Advisor”) provides strategic executive transition advisory services to qualified senior executives and their organizations (“Client”). These services constitute confidential strategic consultation based on proprietary methodologies developed through analysis of 200+ executive transitions.

The advisory relationship is founded on peer-level consultation between executives navigating complex organizational dynamics. This is not traditional coaching or consulting but systematic intervention design for high-stakes transitions.

2. Qualification and Scope

2.1 Client Qualification

Advisory services are exclusively available to:

• C-Suite executives and Managing Directors
• Senior leaders with €50M+ P&L responsibility
• Executives facing board-level scrutiny and complex stakeholder environments
• Leaders in transition windows: 6 months pre-appointment through 180 days post-arrival

2.2 Service Scope

Services encompass three distinct phases as detailed in individual Engagement Letters:

• System Analysis: Comprehensive mapping of transition context, stakeholder dynamics, and success architecture
• Integration Engineering: Design and implementation of transition strategies and stakeholder management approaches
• Sustainable Mastery: Establishment of self-sustaining success patterns and momentum mechanisms

3. Confidentiality and Independence

3.1 Mutual Confidentiality

The advisory relationship operates under strict mutual confidentiality. All information exchanged—including the existence of the advisory relationship itself—remains confidential unless explicitly authorized in writing. This includes:

• Organizational dynamics and political considerations
• Personal strategic considerations and career implications
• Stakeholder assessments and relationship strategies
• Proprietary methodologies and frameworks shared during engagement

3.2 Independence

The Advisor maintains complete independence from the Client's organization. This advisory relationship exists outside organizational boundaries, enabling candid strategic dialogue essential for navigating complex political dynamics. The Advisor has no obligation to report to the Client's organization unless explicitly agreed in writing.

4. Intellectual Property

4.1 Proprietary Methodologies

The following remain exclusive intellectual property of Francisco Baptista:

• Executive Transition Architecture™ methodology
• Inner Team Dynamics™ framework
• Associated diagnostic tools, frameworks, and assessment instruments
• Pattern recognition insights from executive transition research

4.2 Client License

Client receives a non-exclusive, non-transferable license to utilize insights and frameworks internally for their personal executive effectiveness. This license does not permit reproduction, distribution, or commercial use of proprietary methodologies.

5. Professional Standards and Ethics

5.1 Standards of Practice

Advisory services are provided in accordance with the highest professional standards applicable to executive advisory and strategic consultation, including:

• Maintenance of strict confidentiality and discretion
• Avoidance of conflicts of interest
• Provision of candid, unbiased strategic counsel
• Respect for organizational and stakeholder interests

5.2 No Guarantee of Outcomes

While the Advisor's methodology demonstrates an 87% success rate across 200+ engagements, executive success depends on numerous factors including Client execution, organizational dynamics, and market conditions. The Advisor provides strategic counsel and systematic frameworks but cannot guarantee specific outcomes.

6. Financial Terms

6.1 Fee Structure

Engagement fees reflect the strategic value and complexity of executive transitions, typically ranging €50,000-150,000 as detailed in individual Engagement Letters. Fees are structured to align with value creation and risk mitigation rather than time expenditure.

6.2 Payment Terms

Standard payment terms:

• 50% upon engagement commencement
• 25% at 45-day milestone
• 25% upon engagement completion
• Alternative structures available for qualified circumstances

Invoices are payable within 30 days. Late payments accrue interest at 1.5% monthly.

7. Limitation of Liability

Given the advisory nature of services and the Client's ultimate responsibility for decisions and execution, the Advisor's aggregate liability is limited to fees paid for services rendered. The Advisor is not liable for:

• Indirect, consequential, or special damages
• Lost profits or opportunities
• Decisions made by Client based on advisory input
• Organizational or market factors beyond advisory scope

8. Termination

8.1 Termination Rights

Either party may terminate the engagement with 30 days written notice. The Advisor may terminate immediately if:

• Client breaches confidentiality obligations
• Circumstances create professional or ethical conflicts
• Client requests counsel contrary to professional standards

8.2 Post-Termination

Upon termination:

• Fees for services rendered remain payable
• Confidentiality obligations survive indefinitely
• Intellectual property rights remain with respective parties
• Client receives summary documentation of work completed

9. Dispute Resolution

Any disputes arising from this engagement will be resolved through:

• First, good faith negotiation between principals
• If necessary, confidential mediation in Geneva, Switzerland
• Finally, binding arbitration under Swiss Rules of International Arbitration

The prevailing party is entitled to reasonable costs including advisory fees.

10. Governing Law and Jurisdiction

This agreement is governed by Swiss law, reflecting the Advisor's base of operations and commitment to Swiss standards of confidentiality and professional excellence. For EU-based Clients, applicable EU regulations regarding professional services and data protection also apply.

11. Entire Agreement

These Terms, together with individual Engagement Letters and any executed Mutual Confidentiality Agreements, constitute the entire agreement between parties. Modifications require written consent from both parties.

12. Severability

If any provision proves unenforceable, remaining provisions continue in full effect. Parties will negotiate in good faith to replace unenforceable provisions with enforceable alternatives achieving similar intent.

13. Contact Information

For questions regarding these terms or to initiate an advisory engagement: