Effective Date: Updated January 1, 2026
These Terms of Service (“Terms”) constitute the terms and conditions governing the relationship between GoldmanWolfe, LLC, a Florida limited liability company (“GoldmanWolfe”), and each client (“Client”) that engages GoldmanWolfe to provide professional services pursuant to a written consulting agreement, services agreement, engagement letter, placement agreement, recruiting agreement, or other written agreement (collectively, the “Services Agreement”).
These Terms are incorporated into and made a part of each Services Agreement entered into between GoldmanWolfe and Client. The professional services provided by GoldmanWolfe may include, without limitation, finance consulting, accounting services, fractional CFO services, strategic advisory services, recruiting and placement services, executive search services, operational consulting services, and fractional executive services (collectively, the “Services”).
By executing a Services Agreement or otherwise accepting Services from GoldmanWolfe, Client agrees to be bound by these Terms.
RELATIONSHIP OF THE PARTIES
In providing the Services, GoldmanWolfe and its personnel, contractors, consultants, and representatives shall act solely as independent contractors. Nothing contained in these Terms or any Services Agreement shall be construed to create a partnership, joint venture, employment relationship, agency relationship, fiduciary relationship, or other similar relationship between GoldmanWolfe and Client.
CONFIDENTIALITY OF CLIENT INFORMATION
In connection with the performance of the Services, GoldmanWolfe may require access to Client’s books, records, financial information, personnel information, business data, trade secrets, proprietary information, and other information relating to Client and its operations, whether provided directly by Client or through Client’s authorized representatives, advisors, agents, or third-party service providers (collectively, “Client Information”). GoldmanWolfe shall maintain the confidentiality of all Client Information and shall use such Client Information solely for the purpose of performing the Services under the applicable Services Agreement. GoldmanWolfe shall not disclose Client Information to any third party except: (a) with Client’s prior written consent; (b) as required by applicable law, regulation, subpoena, court order, or governmental authority; or (c) to GoldmanWolfe’s employees, contractors, consultants, agents, professional advisors, or service providers who have a legitimate need to know such information in connection with the performance of the Services and who are bound by confidentiality obligations at least as restrictive as those contained herein.
The obligations set forth in this Section shall not apply to information that: (i) is or becomes publicly available through no wrongful act or omission of GoldmanWolfe; (ii) was lawfully known to GoldmanWolfe prior to disclosure by Client; (iii) is lawfully obtained from a third party without restriction on disclosure; or (iv) is independently developed by GoldmanWolfe without use of or reference to Client Information.
GoldmanWolfe shall exercise the same degree of care in protecting Client Information as it uses to protect its own confidential and proprietary information of a similar nature, but in no event less than a commercially reasonable standard of care. GoldmanWolfe shall implement and maintain reasonable administrative, technical, and physical safeguards designed to protect Client Information from unauthorized access, disclosure, alteration, or destruction.
Subject to payment in full of all amounts due under the Services Agreement, all reports, analyses, presentations, deliverables, and other work product specifically created by GoldmanWolfe for Client in connection with the Services (“Work Product”) shall be owned by Client upon creation. To the extent any right, title, or interest in such Work Product does not automatically vest in Client, GoldmanWolfe hereby assigns and transfers all such rights, title, and interest to Client and agrees to execute such additional documents as may be reasonably necessary to evidence or perfect Client’s ownership rights.
The confidentiality obligations contained in this Section shall survive the termination or expiration of the Services Agreement for a period of five (5) years; provided, however, that any trade secrets protected under applicable Florida law shall remain protected for so long as such information qualifies as a trade secret under applicable law.
PAYMENT TERMS, LATE FEES, COLLECTION COSTS, AND RATE ADJUSTMENTS
All fees, expenses, retainers, reimbursable costs, and other amounts due to GoldmanWolfe for Services provided under any Services Agreement shall be payable in accordance with the payment terms set forth in the applicable Services Agreement.
Any undisputed invoice or portion thereof that remains unpaid for more than ten (10) calendar days after its due date shall accrue interest at the rate of one and one-half percent (1.5%) per month (eighteen percent (18%) per annum), or the maximum rate permitted under applicable Florida law, whichever is less, beginning on the due date and continuing until paid in full. If any invoice remains unpaid after written notice of delinquency from GoldmanWolfe, GoldmanWolfe may, in addition to any other rights and remedies available at law or in equity: (a) suspend or discontinue Services until all outstanding balances are paid in full; (b) require replenishment of any retainer or advance deposit before continuing Services; (c) refer the account to a third-party collection agency; (d) commence legal proceedings in a court of competent jurisdiction located in Hillsborough County, Florida; and/or (e) exercise any other remedy available under the Services Agreement or applicable law. Client shall be responsible for and agrees to reimburse GoldmanWolfe for all reasonable costs and expenses incurred in collecting any past-due amounts, including collection agency fees, court costs, filing fees, mediation costs, expert witness fees, and reasonable attorneys’ fees incurred before, during, or after litigation, appeal, bankruptcy proceedings, insolvency proceedings, receivership proceedings, or collection efforts.
Unless otherwise expressly stated in a Services Agreement, GoldmanWolfe’s standard billing rates may be adjusted annually upon thirty (30) days’ prior written notice to Client. Such annual adjustments shall generally not exceed ten percent (10%) during any twelve-month period. Notwithstanding the foregoing, GoldmanWolfe reserves the right to modify its rates at any time to reflect changes in market conditions, labor costs, regulatory requirements, inflation, or the scope and complexity of Services being provided. Any rate adjustment shall apply prospectively and shall not affect Services previously invoiced.
NON-SOLICITATION
During the term of this Service and for a period of twelve (12) months following its termination, Client shall not solicit for employment or hire, directly or indirectly (whether as an employee, contractor, or otherwise), any employee, former employee, agent, consultant, contractor, or other representative of GoldmanWolfe or its affiliates (“GoldmanWolfe Personnel”), unless Client pays GoldmanWolfe a placement fee equal to one hundred percent (100%) of the greater of: (i) the annual compensation GoldmanWolfe pays to the solicited GoldmanWolfe Personnel; or (ii) the annual compensation Client has offered to the solicited GoldmanWolfe Personnel. Client agrees that any attempt to hire, or actual hiring of, such GoldmanWolfe Personnel without prior written approval from GoldmanWolfe shall constitute a material breach of this Agreement. In such event, GoldmanWolfe shall be entitled to immediate injunctive relief, as well as all other remedies and damages available under applicable law.
BACKGROUND CHECKS AND PERSONNEL SCREENING
As part of its standard hiring and engagement practices, GoldmanWolfe conducts reasonable background screening and credential verification of its employees, consultants, contractors, and other personnel who may be assigned to provide Services to Client under a Services Agreement. Such screening may include, as applicable and permitted by law, verification of employment history, education, professional credentials, references, criminal background information, and other information deemed relevant by GoldmanWolfe.
TERMINATION OF SERVICES
Either party may terminate the Services Agreement: (a) for any reason or no reason upon at least thirty (30) days’ prior written notice to the other party; (b) for cause following five (5) days’ prior written notice regarding the other party’s uncured material breach of any covenant, obligation, representation, or warranty contained in the Services Agreement or these Terms of Service; or (c) immediately for cause in the event of fraud, gross negligence, reckless or willful misconduct, criminal conduct, insolvency, or the filing of a bankruptcy petition by the other party. GoldmanWolfe further reserves the right to terminate the Services Agreement immediately if: (i) GoldmanWolfe discovers information regarding Client or its owners, officers, employees, agents, representatives, affiliates, or business practices that, in GoldmanWolfe’s reasonable discretion, could adversely affect GoldmanWolfe’s business interests, reputation, goodwill, legal compliance obligations, or professional standing; or (ii) a period of ninety (90) consecutive days elapses during which GoldmanWolfe has not provided any Services to Client. Upon termination of the Services Agreement for any reason, Client shall remain responsible for payment of all fees, costs, expenses, and reimbursable charges incurred by GoldmanWolfe through the effective date of termination, including any work performed, commitments made, or obligations incurred prior to termination. Termination of the Services Agreement shall not affect any rights, obligations, or liabilities that accrued prior to the effective date of termination. The confidentiality obligations set forth in these Terms of Service shall survive termination or expiration of the Services Agreement for a period of three (3) years after the termination of the Services Agreement or completion of the Services.
RETURN, DELETION, AND RETENTION OF CLIENT INFORMATION
Upon termination or expiration of the Services Agreement for any reason, and subject to applicable law and GoldmanWolfe’s record retention policies, GoldmanWolfe shall, upon Client’s written request, return to Client or securely destroy Client Information and other tangible property of Client then in GoldmanWolfe’s possession or control. Any destruction of Client Information shall be certified in writing upon Client’s reasonable request.
Client acknowledges and agrees that GoldmanWolfe is not a records storage provider and is not responsible for maintaining Client’s books, records, data, files, communications, or other information beyond the period reasonably necessary to perform the Services and satisfy applicable legal, regulatory, insurance, risk management, or business requirements. Client is solely responsible for maintaining complete and accurate copies of its own records, files, data, and communications and is encouraged to regularly back up and preserve all information maintained on its systems. Unless otherwise required by law or agreed to in writing, GoldmanWolfe may delete, destroy, archive, or otherwise dispose of Client files, records, emails, communications, and other information that are no longer necessary for the performance of the Services after six (6) months from the date of receipt, creation, or last use, whichever occurs later. Notwithstanding the foregoing, GoldmanWolfe may retain copies of Client Information, work product, correspondence, billing records, engagement documentation, and supporting materials as reasonably necessary to comply with legal, regulatory, insurance, professional responsibility, audit, risk management, document retention, or business continuity requirements. Any retained information shall remain subject to the confidentiality obligations contained in these Terms of Service.
All work product specifically created for and paid for by Client shall remain the property of Client in accordance with the ownership provisions of the Services Agreement. However, GoldmanWolfe may retain archival copies of such work product and related supporting documentation solely for internal recordkeeping, compliance, quality assurance, dispute resolution, and legal purposes. Under no circumstances shall GoldmanWolfe be deemed a custodian of records for Client, nor shall GoldmanWolfe assume any responsibility for maintaining records on behalf of Client beyond the scope of the Services expressly described in the Services Agreement. To the extent Client utilizes any third-party software platform, cloud storage system, document management system, accounting platform, enterprise resource planning system, or other technology environment to store its records or data, Client shall remain the sole owner, administrator, and controller of such systems. GoldmanWolfe may be granted access to such systems solely for purposes of performing the Services. Upon completion of the Services or termination of the Services Agreement, Client shall retain exclusive ownership and control of all access rights, permissions, authorizations, and administrative privileges associated with such systems, and GoldmanWolfe shall have no continuing responsibility for their maintenance, operation, security, or administration.
INDEMNIFICATION BY CLIENT
Except to the extent directly caused by the gross negligence, fraud, or willful misconduct of GoldmanWolfe, Client agrees to indemnify, defend, and hold harmless GoldmanWolfe and its members, managers, employees, contractors, consultants, agents, affiliates, and representatives from and against any and all claims, demands, actions, causes of action, damages, losses, liabilities, judgments, fines, penalties, costs, and expenses (including reasonable attorneys’ fees) (collectively, “Claims”) arising out of, relating to, or resulting from: (i) the Services provided by GoldmanWolfe under the Services Agreement; (ii) any third-party reliance upon GoldmanWolfe’s work product, deliverables, reports, advice, or recommendations, including reliance by banks, lenders, investors, leasing companies, financing entities, taxing authorities, or other third parties; (iii) any missed, late, or inaccurate filings, submissions, deadlines, or reporting obligations arising from Client’s failure to provide timely, complete, or accurate information, including but not limited to delays caused by unpaid invoices, insufficient retainers, suspension of Services, or Client-directed work stoppages permitted under the Services Agreement or applicable law; or (iv) any allegation that Client Information or materials provided by Client infringe, misappropriate, or violate any intellectual property rights, trade secrets, or other proprietary rights of any third party.
Client shall assume full financial responsibility for the defense, settlement, and payment of any such Claims, including all related costs and expenses, whether incurred before, during, or after litigation, arbitration, mediation, bankruptcy, receivership, or any other proceeding. This indemnification obligation shall survive termination or expiration of the Services Agreement. GoldmanWolfe shall have the right, but not the obligation, to control the defense and settlement of any Claim subject to indemnification under this Section, including the selection of counsel reasonably acceptable to Client. Client agrees to reasonably cooperate with GoldmanWolfe in the defense of any such Claim at Client’s expense. GoldmanWolfe shall not be bound by any settlement of any Claim made without its prior written consent, which shall not be unreasonably withheld, conditioned, or delayed.
INDEMNIFICATION BY GOLDMANWOLFE
Subject to the limitations and exclusions of liability set forth in Section 12 (Limitation of Liability), GoldmanWolfe agrees to indemnify, defend, and hold harmless Client and its officers, directors, employees, affiliates, agents, and representatives from and against any and all claims, demands, actions, causes of action, damages, losses, liabilities, judgments, fines, penalties, and expenses (including reasonable attorneys’ fees) (collectively, “Claims”) arising out of or relating to: (i) bodily injury to persons or physical damage to tangible property of Client to the extent directly caused by GoldmanWolfe in the performance of the Services; (ii) the gross negligence or willful misconduct of GoldmanWolfe in performing the Services or delivering work product under the Services Agreement; or (iii) any claim that GoldmanWolfe’s work product, as provided and used in accordance with the Services Agreement, infringes or misappropriates any valid United States intellectual property rights or trade secrets of a third party.
GoldmanWolfe shall assume full financial responsibility for the defense, settlement, and payment of any such Claims, including all related costs and expenses incurred in connection therewith, whether arising before, during, or after litigation, arbitration, mediation, bankruptcy, or any other proceeding. This indemnification obligation shall survive termination or expiration of the Services Agreement. Client shall have the right to participate in the defense of any such Claim with counsel of its choosing at its own expense; provided, however, that GoldmanWolfe shall have the right to control the defense and settlement of any Claim subject to this indemnification, including selection of counsel reasonably acceptable to Client. GoldmanWolfe shall not settle any Claim in a manner that imposes any admission of liability, non-monetary obligation, or ongoing restriction on Client without Client’s prior written consent, which shall not be unreasonably withheld, conditioned, or delayed.
LIMITED WARRANTY
GoldmanWolfe represents and warrants that it will perform the Services in a professional, diligent, and workmanlike manner consistent with generally accepted industry standards and will utilize personnel who possess the requisite skill, experience, and qualifications appropriate for the Services being performed.
EXCEPT ফর THE EXPRESS WARRANTY SET FORTH ABOVE, GOLDMANWOLFE MAKES NO OTHER REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT, ALL OF WHICH ARE HEREBY EXPRESSLY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE FLORIDA LAW.
Client acknowledges and agrees that no oral or written information, advice, recommendation, projection, forecast, or opinion provided by GoldmanWolfe, its members, managers, employees, contractors, consultants, or representatives shall create any warranty or expand the scope of the limited warranty set forth herein. Client further acknowledges that, in the course of providing the Services, GoldmanWolfe may provide analyses, advice, projections, estimates, or opinions regarding financial, operational, staffing, or business outcomes. While GoldmanWolfe will use commercially reasonable efforts to prepare such information accurately and in good faith based on information provided by Client, Client understands and agrees that all forecasts and forward-looking statements are inherently uncertain and no guarantee of future performance, results, or outcomes is made or implied.
TAX FILINGS
Client acknowledges and agrees that it is solely responsible for the accuracy, completeness, and timeliness of all tax returns, filings, reports, and submissions (collectively, “Tax Filings”), regardless of whether GoldmanWolfe assists in their preparation. To the extent the Services include preparation, compilation, assistance, or advisory support with respect to any Tax Filings, Client further agrees that all such Tax Filings shall be carefully reviewed, verified, and approved by Client’s authorized representatives, and that Client shall retain sole responsibility for final review, execution, and submission of all Tax Filings to the appropriate taxing authorities. Client acknowledges that GoldmanWolfe does not act as a signing tax preparer or filing agent unless expressly agreed to in writing in a separate Services Agreement, and nothing in the Services shall be construed to shift legal responsibility for Tax Filings from Client to GoldmanWolfe.
LIMITATION OF LIABILITY
TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE FLORIDA LAW, IN NO EVENT SHALL GOLDMANWOLFE OR ITS MEMBERS, MANAGERS, EMPLOYEES, CONTRACTORS, CONSULTANTS, AGENTS, OR REPRESENTATIVES BE LIABLE TO CLIENT OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, OR RELIANCE DAMAGES, INCLUDING WITHOUT LIMITATION LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF BUSINESS OPPORTUNITY, LOSS OF GOODWILL, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATING TO THE SERVICES, THE SERVICES AGREEMENT, OR THESE TERMS OF SERVICE, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY LAW, GOLDMANWOLFE’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE SERVICES, THE SERVICES AGREEMENT, OR THESE TERMS OF SERVICE SHALL NOT EXCEED THE TOTAL AMOUNT OF FEES ACTUALLY PAID BY CLIENT TO GOLDMANWOLFE UNDER THE APPLICABLE SERVICES AGREEMENT DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THIS LIMITATION OF LIABILITY SHALL APPLY REGARDLESS OF THE FORM OF ACTION AND SHALL SURVIVE THE TERMINATION OR EXPIRATION OF THE SERVICES AGREEMENT.
BASIS OF THE BARGAIN
The limited warranty and disclaimer, exclusive remedies, and damages cap set forth above are fundamental elements of the basis of the agreement between GoldmanWolfe and Client. GoldmanWolfe would not be able to provide the Services to Client on an economic basis without such limitations. Furthermore, the limitations or exclusions of warranties, remedies or liability contained in these Terms of Service shall apply only to the extent permissible under applicable law, which may vary from state to state.
FORCE MAJEURE
Neither party shall be liable or deemed in breach of the Services Agreement or these Terms of Service to the extent that performance of its obligations is prevented, delayed, hindered, or rendered impracticable by events or circumstances beyond its reasonable control (“Force Majeure Event”), provided that the affected party gives prompt written notice to the other party describing the nature and expected duration of such Force Majeure Event. Force Majeure Events include, without limitation, acts of God; hurricanes, tropical storms, floods, fires, earthquakes, or other natural disasters; pandemics or public health emergencies; war, terrorism, civil unrest, riots, or insurrection; labor disputes, strikes, lockouts, or other industrial disturbances; embargoes or blockades; governmental orders, regulations, or actions; utility or telecommunications failures; cyberattacks, ransomware incidents, or widespread internet outages; and any other similar events beyond the reasonable control of the affected party. During the continuation of a Force Majeure Event, the obligations of the affected party shall be suspended to the extent reasonably necessary to address the impact of the event, and the time for performance shall be extended for a period equal to the duration of such suspension. The affected party shall use commercially reasonable efforts to mitigate the effects of the Force Majeure Event, resume performance as soon as practicable, and minimize any disruption to the Services. If a Force Majeure Event continues for more than thirty (30) consecutive days, either party may terminate the Services Agreement upon written notice to the other party without further liability, except for payment obligations for Services rendered prior to the effective termination date.
ENTIRE AGREEMENT; AMENDMENT; SEVERABILITY
The Services Agreement, together with these Terms of Service, constitutes the full, complete, and exclusive agreement between GoldmanWolfe and Client with respect to the subject matter herein and supersedes all prior or contemporaneous negotiations, discussions, representations, proposals, understandings, and agreements, whether oral or written. No amendment, modification, or supplement to the Services Agreement or these Terms of Service shall be valid or binding unless made in a written instrument signed by both parties. No course of dealing, course of performance, or usage of trade shall be deemed to modify any provision of the Services Agreement or these Terms of Service, and no waiver of any provision shall be deemed a continuing waiver unless expressly stated in writing and signed by the party against whom enforcement is sought. If any provision of the Services Agreement or these Terms of Service is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, such provision shall be enforced to the maximum extent permissible under applicable law, and the remaining provisions shall remain in full force and effect and shall not be affected, impaired, or invalidated in any way. The parties agree that any invalid or unenforceable provision shall be deemed modified to the minimum extent necessary to render it valid and enforceable while preserving the original intent of the parties to the fullest extent permitted by law.
DISPUTE RESOLUTION; LEGAL PROCEEDINGS; ATTORNEYS’ FEES
Any and all disputes, claims, controversies, or causes of action arising out of or relating to the Services Agreement, these Terms of Service, or the Services provided by GoldmanWolfe, including the breach, interpretation, validity, performance, or termination thereof, shall be brought exclusively in the state courts located in Hillsborough County, Florida, and each party hereby irrevocably submits to the exclusive jurisdiction and venue of such courts. Each party waives any objection based on forum non conveniens or any claim that such courts are an inconvenient forum. Notwithstanding the foregoing, either party may seek temporary, preliminary, or permanent injunctive or equitable relief in any court of competent jurisdiction to protect its confidential information, intellectual property rights, or other legally protectable interests, without first posting bond to the maximum extent permitted by law. In any dispute, action, or proceeding arising out of or relating to the Services Agreement, these Terms of Service, or the Services, the prevailing party shall be entitled to recover from the non-prevailing party all reasonable