Nonprofit Fractional Operating System: Terms and Conditions (Agreement)

Updated December 2025.

This agreement (“Agreement”) is made by and between The Good Partnership Inc. (operating as Cindy Wagman Consulting), a corporation incorporated under the federal laws of Canada (“Business”, “We”, "Our" or “we”), and [PartnerA.FirstName][PartnerA.LastName], an individual (“You”, “you” or “your”) as of [Document.CreatedDate] (“Effective Date”).

1. WHAT IS IT?

The Nonprofit Fractional Operating System "The Program" is a 9-month program designed to help experienced nonprofit pros start and get established as consultants with a Fractional consulting model.

2. WHAT YOU GET

2.1 Training

(a) We will provide you with a one-time training program on how to start, deliver, build and grow a fractional consulting business (“Initial Training”). You will have access to this training for a period of 9 months as of the effective date.

(b) The structure and duration of the Initial Training shall be in Our sole discretion. The Initial Training may consist of (but may not necessarily include) recorded videos, reading materials and resources (collectively, the “Training Resources”). The Training Resources are subject to the license granted in Section 4.2.

(c) The Initial Training may be conducted by Cindy Wagman, or any other representative of Business, at Our sole discretion.

2.2 Nonprofit Fractionals Network (NFN)

(a) You will be a member of Nonprofit Fractionals Network for the 9-month period of your program (“Monthly Membership”).



(b) Provided that you remain a Member-In-Good-Standing (hereinafter defined), you shall be entitled to the following membership benefits:

(i) Access to a members-only Slack channel;

(ii) Access to resources, templates and documents that can be used with your clients (“Client Resources”);

(iii) Access to resources for your own internal use (“Member Resources”);

(iv) Access to weekly group coaching calls with Business;

(v) Subject to Section 4.6, the ability to hold yourself out as a member of the Nonprofit Fractionals Network. For clarity, if you are no longer a Member-In-Good-Standing, you are prohibited from holding yourself out as a member.

(vi) Inclusion of your profile or listing on the Nonprofit Fractionals Network website indicating that you are an active member.

3. WHAT WE NEED FROM YOU

​3.1 Fees

There is a one-time program fee of $7,500 USD. You may select a payment plan of 9 months at $835/month or 12 months at $685/month. You agree to the fees and payment schedule selected at checkout.

If paying by credit card, you give Business permission to automatically charge your credit card for all fees and charges due and payable to Business, without any additional authorization, for which you will receive an electronic receipt. You also agree that Business is authorized to share any payment information and instructions required to complete the payment transactions with its third-party payment service providers (e.g., credit card transaction processing, merchant settlement, and related services).

If payment is not received by the due date, our systems will try again every 3 days for 4 tries. If that fails, you will have a three (3) day grace period to make the payment, otherwise the Program will not continue and the Company reserves the right to terminate your access to the Program and all Content, as defined below, immediately and permanently.

If you fail to make any payment in a timely manner or voluntarily withdraw from the Program at any time or for any reason, you will remain fully responsible for the full cost of the Program and all payments in any payment plan you have chosen. Business reserves the right to charge a late fee of 10% on all balances more than thirty (30) days overdue. You agree to reimburse Business for all collection and/or legal fees and expenses necessitated by lateness or default in payment.

3.2 Parental, Health, and Bereavement Accommodations

Should you require time off from the program for the following reasons, Business will provide extended access to the Program for an additional 90 days:

  • You have a baby

  • You need health accommodations

  • You require bereavement leave

In order to access this accommodation, please email cindy@cindywagman.com. This accommodation will not change your payment plan, but will add additional days for you to access the Program without additional fees.

3.3 Refunds

Your satisfaction with the Program is important to us. However, because of the extensive time, effort,

preparation, and care that goes into creating and providing the Program, Business has a no refund policy.

Unless otherwise provided by law, you acknowledge that Business does not offer refunds for any portion of your payment for any of the Program and no refunds will be provided to you at any time. By using and/or purchasing the Program, you understand and agree that all sales are final, and no refunds will be provided.

Since Business has a clear and explicit refund policy, Business does not tolerate or accept any type of chargeback threat or actual chargeback from your credit card company or payment processor. If a chargeback is placed on a purchase or Business receives a chargeback threat during or after your purchase, Business reserves the right to report the incident to credit reporting agencies or to any other entity for inclusion in any chargeback database or for listing as a delinquent account, which could have a negative impact on your credit report score. The information reported will include your name, email address, order date, order amount, and billing address.

3.4 Member-In-Good-Standing

In order to remain a “Member-In-Good-Standing”, you must fulfill the following requirements:

(a) Interact with Business and other members of the Nonprofit Fractional Operating System and Network in a professional manner, whether such interaction is during the Initial Training, within the Slack community, during the weekly office hours or during as-needed coaching and consulting.

(b) Have an active fractional consulting business;

(c) Comply with all applicable laws and regulations;

(d) Refrain from violating the rights of third parties;

(e) Comply with the terms of this Agreement;

(f) Refrain from disparaging Business, the Nonprofit Fractional Operating System, The Nonprofit Fractionals Network or other members of The Network;

(g) Refrain from engaging in any business or activity that is unlawful, libelous, defamatory, obscene, pornographic, indecent, lewd, suggestive, harassing, threatening, invasive or privacy rights, abusive, inflammatory, fraudulent or otherwise objectionable.

3.5 Other Obligations

(a) Prior to the Initial Training and prior to each group coaching call/office hours, you should spend some time thinking about what the goals are for your business and what your challenges are.

(b) You acknowledge that implementation of ideas and processes discussed and taught during the Initial training and coaching calls is solely your responsibility.

(c) You agree to complete an onboarding survey when you join the program and a client results survey when you secure your first client and at the end of the 9-month program to help us maintain accuracy around the impact of this program.

3.6 Conditional Guarantee

We offer a 274 day Conditional Money-Back Guarantee. The Conditional Guarantee states that if you do all the work as outlined below and do not find a client during the duration of the program, you can either choose to get a full refund or an extra 9 months of access to the Program.

To request consideration for the Conditional Guarantee, clients are required to complete and submit the following information as evidence of work completed by day 214 of your time in the program.

  • Watch all of the videos and complete associated work in the Xperiencify portal. This is tracked directly through the portal.

  • Attend at least 12 office hours. This is tracked through our attendance tracking.

  • Request support in office hours at least 10 times, as tracked through call recordings.

  • Respond to weekly accountability posts in Slack for at least 8 weeks straight, providing a summary of business development activities for the past week and planned business development activities for the upcoming week, incorporating feedback provided by Cindy or a coach.

  • Provide proof of the following:

    • Completed network tracking CRM (through the airtable template that is part of the program) with a minimum of 50 names and dates of outreach. Copies of email/LinkedIn outreach made.

    • A link to an online booking scheduler (like Calendly or Motion)

    • Business registration

    • Updated messaging document customized based on your experience

    • Recordings of or notes from 2 business development or networking calls if you've had any

The above information should be emailed to cindy@cindywagman.com by day 214 of your time in the program (60 days before your completion date) for consideration for the conditional guarantee, which is subject to our discretion.

3.7 No Warranty

Company makes no representations about the suitability, reliability, availability, timeliness, and accuracy of the information, software, products, services, and related graphics contained in the Program for any purpose. To the maximum extent permitted by applicable law, all such information, software, products, services, and related graphics are provided “as is” without warranty or condition of any kind. Company and/or its suppliers hereby disclaim all warranties and conditions with regard to this information, software, products, services, and related graphics, including all implied warranties or conditions of merchantability, fitness for a particular purpose, title, and non-infringement.

4. INTELLECTUAL PROPERTY

4.1 Meaning of “Intellectual Property.”

For the purposes of this section, “Intellectual Property” means any intellectual, industrial or other proprietary right of any type in any form protected or protectable under the laws of Canada, any foreign country, or any political subdivision of any country, including, without limitation, any intellectual, industrial or proprietary rights protected or protectable by legislation, by common law or at equity.

4.2 License Granted (Training Resources).

Business grants to you, for the duration of your Initial Training, and for the time that you remain a Member-In-Good Standing, a limited, non-exclusive, non-perpetual, non assignable, non-sublicensable right and license to use the Training Resources for the purpose of completing your Initial Training and for your personal internal use while you remain a Member-In-Good Standing.

4.3 License Granted (Member Resources).

Business grants to you, for the time that you remain a Member-In Good-Standing, a limited, non-exclusive, non-perpetual, non-assignable, non-sublicensable right and license to use the Member Resources for your personal internal use.

4.4 License Granted (Client Resources).

(a) Business grants to you, for the time that you remain a Member-In-Good-Standing, a limited, non exclusive, non-perpetual, non-assignable and sub-licensable right (subject to the sub-license terms herein) to use the Client Resources for the purpose of creating deliverables for your clients and for providing resources to your clients.

(b) While you may sub-license the Client Resources to your clients, your clients may not further sub license the Client Resources to another third-party.

(c) You must ensure that any agreement between you and your clients does not assign to the client any Intellectual Property related to the Client Resources and limit the sub-license of Client Resources to the client for internal use only with no further right of sub-license.

(d) For Client Resources that are templates that you can use to create deliverables, you also have a license to modify such templates in order to customize the template for your client.

(e) For Client Resources that are purely for reference or educational purposes, you shall not modify such resources or remove any Business trademark or copyright notice.

4.5 Rights Reserved.

All Intellectual Property related to the Training Resources, Client Resources and Member Resources (“Business IP”) are the property of the Business, owned by the Business and are protected by copyright and other intellectual property laws. Business' rights in such Business IP are expressly reserved. All improvements and modifications to the Training Resources, Client Resources (with the exception of any modifications that you make to templates in order to customize such template for your client and Member Resources (collectively, the “Resources”), including feedback and feature requests from you, along with other derivative works created by Business shall be deemed to be Business IP. Unless otherwise authorized pursuant to Sections 4.2, 4.3 and 4.4 you agree not to:

(a) copy, reproduce, sell, publish, distribute, display, retransmit or otherwise provide access to Busines IP to anyone;

(b) Modify, alter or create derivative works of the Business IP; or

(c) Remove, alter, or obscure any copyright, trademark or other proprietary rights notice on or in the Resources.

4.6 Trademarks.

(a) The Business and the Nonprofit Fractionals Network logos and all other product and service names, slogans or logos (including the member badge) that may be displayed on the Resources or on Business' website are registered and/or common law trademarks of Business and may not be copied, imitated or used, in whole or in part, without the prior written permission by Business.

(b) Notwithstanding the foregoing, Business grants to you, for the duration that you remain a Member-In Good-Standing, a license to use the Nonprofit Fractionals Network logo, and to hold yourself out as a member of the Network.

(c) You agree to grant Business a license to use your business name, logo, slogan, etc. for the purpose of listing you as a member of the Network, and promoting you on Business' social media channels and website.

5. CONFIDENTIALITY

5.1 Meaning of Confidential Information

(a) Confidential Information of a “discloser” means any information in written, graphic, verbal, or machine readable form, whether or not the information is described, designated or labelled as confidential or proprietary, relating to the business and affairs of such discloser provided or made available to the “receiver”, directly or indirectly, at any time by such discloser or its representatives or otherwise made available to the receiver by virtue of receiver’s engagement or involvement with the discloser. Confidential Information may include but is not limited to the following: trade secrets, lists of present and prospective customers and their buying habits; agreements with suppliers and information about dealings with suppliers and third-party service providers; purchase requirements; pricing and sales policies and concepts; financial information; business plans, forecasts, and market strategies; plans, processes, product specifications, technology, software and formulas, methods, technical and product bulletins, data on equipment sold and serviced, surveys, research and development programs, correspondence, sales reports, algorithms, data structures, source code, scripts, APIs, interfaces, computer system designs, information on performance and performance limitations, computer passwords, passwords for online accounts, backdoors, and trapdoors; in all cases whether presently existing or proposed to be developed;

(b) Notwithstanding the foregoing, the Parties agree that the following information shall not be deemed Confidential Information, and the receiver shall have no obligation with respect to any such information: (i) Information which is independently developed by the receiver without any breach of this Agreement by the receiver, and which can be shown by documentary evidence; (ii) Information which is or enters into the public domain by no fault or wrongful act of the receiver; (iii) Information which is known by the receiver prior to disclosure by the discloser; (iv) Information which is disclosed to the receiver by a third party who was not under a similar restriction or obligation of confidentiality

to the discloser, and without breach of this Agreement; (v) Information which is approved for release by written authorization of the discloser and/or the third party owner of the disclosed information.

(c) Notwithstanding anything to the contrary in this Agreement, Training Resources and Member Resources shall be considered Confidential Information of Business.

5.2 Non-Disclosure:

(a) If you are the discloser, Business acknowledges that it may receive Confidential Information from the you in the course of fulfilling its obligations under this Agreement. Business agrees that it will hold in strict confidence and not disclose or use, for its own or any other purpose, any Confidential Information except in connection with the proper discharge of its obligations pursuant to this Agreement.

(b) If Business is the discloser, you acknowledge that you may receive Confidential Information from Business. You agree that you will hold in strict confidence and not disclose or use, for your own or any other purpose, any Confidential Information except as expressly allowed in this Agreement.

(c) If a third party such as another participant in the Initial Training or other members of the Nonprofit Fractionals Network are the disclosers, you acknowledge that you may receive Confidential Information from such third parties. You agree that you will hold in strict confidence and not disclose or use, for your own or any other purpose any Confidential Information.

6. TERM & TERMINATION

6.1 Initial Term & Renewal Term

The initial term of this Agreement shall start upon execution of this Agreement and shall end after you have remained a Member-In-Good-Standing for 9 months (“Initial Term”).

6.2 Termination Due to Breach

Either Party may terminate this Agreement on 15-days written notice to the Other Party in the event of a breach of any provision in this Agreement by the Other Party, provided that, during such 15-day period, the breaching Party fails to cure such breach.

6.3 Obligations Upon Termination

If this Agreement is terminated, you shall:

(a) Pay to Business all fees and Invoices then owing at the date of termination, including the full program fees outstanding.

(b) Forfeit all rights to and license in any of the Resources (with the exception your clients may continue to use any Client Resources, provided that such Client Resources had already been delivered to them as part of a final deliverable prior to the date of termination);

(c) Discontinue using the Logo;

(d) Discontinue holding yourself out as a member of the Nonprofit Fractionals Network.

6.4 After Termination

In the event you wish to rejoin the Nonprofit Fractionals Network at any time after you terminate your Membership, you will be required to pay a one-time re-join fee of up to $500 USD.

7. LIMITATION OF LIABILITY

7.1 Special Damages

In no event shall Business be liable to you for any special, incidental, indirect, punitive, exemplary or consequential damages, whether foreseeable or unforeseeable, which may arise out of or in connection with this Agreement, regardless of whether you have been apprised of the possibility or likelihood of such damages occurring, or whether claims are based or remedies are sought in contract or tort or otherwise.

7.2 Maximum Damages

In no event shall Business' total cumulative liability for any damages to you ever exceed the fees paid by you to Business during the 6 months prior to the date the claim allegedly arose.

8. INDEMNIFICATION

(a) You agree to indemnify, defend and save harmless Business and its directors, officers, employees, agents and affiliates from and against all actions, causes of action, damages (including, without limitation, indirect, incidental or consequential damages and loss of profits), losses, liabilities, suits, duties, debts, accounts, bonds, covenants, contracts, claims and demands (including, without limitation, all legal and other professional fees) brought by third parties arising, resulting from or relating to (i) your breach of the terms of this Agreement; (ii) your infringement of third-party rights; or (iii) your infringement of applicable legislation.

(b) Your agreement to defend, indemnify, and to hold Business harmless applies whether a claim against Business arises out of contract or tort (including strict liability), and regardless of the form of action.

9. RELATIONSHIP

9.1 Relationship between You and Business.

It is expressly agreed and understood that the Parties have entered into this Agreement on a commercial arm’s length basis and that neither Party is an employee, agent or representative of the Other Party. Further, this Agreement shall not be deemed to constitute or create any partnership, joint venture, master-servant, employer-employee, principal-agent relationship.

9.2 Not Exclusive.

You understand that your relationship with Business is not exclusive. You acknowledge that Business may, whether directly or indirectly, individually or in partnership or otherwise jointly or in conjunction with another person:

(a) Advise, be engaged or interested in, enter into an agreement with, be concerned or associated with; or

(b) Lend money to, provide financial assistance to, or guarantee the debts or obligations of; All types of businesses, including businesses that are similar to and offer similar products or services that are designed, developed, licensed, marketed or sold by you.

9.3 Reputation Management.

Other than what is expressly set out in this Agreement, this Agreement shall not be considered an endorsement by either Party of the Other Party. Other than what is expressly set out in this Agreement, neither Party is required to promote the services or products of the Other Party.

10. GENERAL

10.1 Amendments: No supplement, modification, or waiver of this Agreement will be binding unless executed in writing by both Parties.

10.2 Assignment: You may not assign this Agreement to anyone else unless you receive written approval from us.

10.3 Benefit and Binding: This Agreement will enure to the benefit of and be binding upon the respective heirs, executors, administrators, successors, and permitted assigns of the Parties.

10.4 Severability: If any provision of this Agreement is determined to be invalid or unenforceable in whole or in part, such invalidity or unenforceability will attach only to such provision and all other provisions will continue in full force and effect.

10.5 Waiver: No amendment or waiver of any provision of this Agreement shall be binding on any party unless consented to in writing by such Party. No waiver of any provision of this Agreement shall constitute a waiver of any other provision, nor shall any waiver constitute a continuing waiver unless otherwise expressly provided.

10.6 Entire Agreement: This Agreement constitutes the entire agreement between the Parties pertaining to the subject matter of this Agreement and supersedes all prior agreements, understandings, negotiations, and discussions, whether oral or written, of the Parties and there are no warranties, representations or other agreements between the Parties in connection with the subject matter of this Agreement except as specifically set forth in this Agreement.

10.7 Uncontrollable Emergency Conditions: If for any emergency condition or reason beyond our control, including, but not limited to, strike, labour dispute, accident, act of war, act of God, fire, flood, earthquake, severe weather conditions or other emergency conditions, we are unable to perform our obligations under this Agreement, such non-performance is excused and we may terminate this Agreement without further liability of any nature, upon return of all payments to you. In no event shall we be liable for indirect or consequential damages of any nature for any reason whatsoever.

10.8 Applicable Law: This agreement shall be construed, interpreted and enforced in accordance with, and the respective rights and obligations of the parties shall be governed by, the laws of the Province of Ontario and the federal laws of Canada applicable therein.

10.9 Counterparts: This Agreement may be executed in counterparts, each of which shall constitute an original and all of which taken together shall constitute one and the same instrument. The parties agree that facsimile or electronic copies of signatures and signed documents shall be treated as originals for all purposes of this Agreement and the transactions contemplated hereby.

10.10 Legal Advice: The Parties acknowledge and confirm that they have each been given an opportunity to obtain independent legal and other professional advice in connection with this Agreement. The Parties confirm that they each fully appreciate and understand the terms of this Agreement.