**Phase Mirror Director Agreement --- Term Sheet**

**Candidate:** Ola Aje\
**Proposed Role:** Director of Financial Intelligence, Phase Mirror\
**Term Sheet Date:** March 6, 2026\
**Status:** Non-Binding Proposal --- Subject to Compliance Clearance &
Execution

**I. Role Definition**

**Title:** Director of Financial Intelligence, Phase Mirror

**Function:** Serve as founding practitioner and vertical lead for Phase
Mirror\'s financial services platform, with responsibility for:

1.  Co-authoring Phase Mirror\'s financial services methodology and
    > client-facing deliverables.

2.  Establishing the certification template for all future Phase Mirror
    > Certified Providers (PMCP) in wealth management, retirement
    > planning, and alternative investment domains.

3.  Serving as primary evangelist and thought leader for Phase Mirror\'s
    > HNW client intelligence framework.

4.  Maintaining active client practice demonstrating Phase Mirror
    > methodology in live financial planning engagements.

**Term:** Initial three-year appointment, renewable annually upon mutual
agreement and performance review.

**II. Certification & Licensing Rights**

**Phase Mirror Certified Provider (PMCP) --- Founding Cohort**

Director automatically receives PMCP certification upon execution of
this agreement, subject to completion of compliance clearance (Section
VI). As a founding cohort member, Director receives:

1.  Perpetual certification under first-cohort terms (no annual
    > recertification fees).

2.  Co-authorship rights on all financial services vertical
    > documentation.

3.  Advisory role in PMCP certification protocol development for future
    > candidates.

**Deliverable & Brand Licensing**

Director is granted exclusive license to deploy the following Phase
Mirror-branded client deliverables within financial services practice:

1.  **Phase Mirror Financial Contradiction Report** --- Structured
    > diagnostic identifying hidden assumptions and structural tensions
    > in client financial plans.

2.  **Retirement Stability Dashboard** --- Recursive scenario modeling
    > tool showing financial plan robustness under varying market, tax,
    > and longevity conditions.

3.  **Alternative Investment Screening Protocol** --- Agent-assisted
    > evaluation framework mapping alternative instruments against
    > client-specific L0 constraints.

**Brand Usage:** Director may use \"Phase Mirror Certified Provider\"
and \"Director of Financial Intelligence, Phase Mirror\" designations in
all professional materials, client communications, and public-facing
profiles, subject to Phase Mirror brand guidelines.

**III. Revenue Structure**

**A. SaaS Revenue Share**

Director receives **30% revenue share** on all Phase Mirror SaaS
subscriptions activated through Director\'s client base or referral
network, calculated as follows:

  **SaaS Product**                            **Client Pricing**   **Director Share (30%)**
  ------------------------------------------- -------------------- --------------------------
  Retirement Stability Dashboard (annual)     \$2,400/client       \$720/client
  Alternative Investment Screening (annual)   \$3,600/client       \$1,080/client
  Full Platform Access (annual)               \$4,800/client       \$1,440/client

**Payment Terms:** Revenue share calculated quarterly, paid within 30
days of quarter end. Share applies for duration of client\'s active
subscription, regardless of Director\'s continued affiliation with Phase
Mirror.

**Attribution:** Clients attributed to Director at initial activation.
If client relationship predates Phase Mirror engagement, attribution
follows Director even if client later engages Phase Mirror
independently.

**B. Consultancy Engagement Fees**

For Phase Mirror-branded consultancy engagements (e.g., Financial
Contradiction Audits, custom stability modeling for complex estates),
Director retains **70% of engagement fees**, with Phase Mirror retaining
30% for platform support, quality assurance, and brand stewardship.

**Engagement Pricing:** Director sets engagement fees within Phase
Mirror\'s published rate bands (currently \$5,000--\$25,000 per HNW
client diagnostic engagement). Fees outside rate bands require Phase
Mirror approval.

**C. Founding Cohort Revenue Lock**

Director\'s revenue share percentages (30% SaaS, 70% consultancy) are
locked at first-cohort terms for the duration of active Director status,
even if Phase Mirror adjusts future provider terms.

**IV. Responsibilities & Performance Expectations**

**Minimum Engagement Volume**

Director agrees to complete:

1.  Minimum of **12 Phase Mirror-branded client engagements** annually
    > (average 1 per month).

2.  Minimum of **24 active SaaS client subscriptions** by end of Year 1,
    > scaling to 50+ by end of Year 2.

**Performance Review:** Annual review based on engagement volume, client
outcomes, and contribution to Phase Mirror knowledge base. Failure to
meet minimums triggers renegotiation or termination provisions (Section
VIII).

**Knowledge Contribution**

Director agrees to:

1.  Document first three client engagements as detailed case studies for
    > PMCP knowledge base.

2.  Contribute quarterly to Phase Mirror\'s financial services playbook
    > (methodology refinements, precision question library,
    > domain-specific contradictions).

3.  Participate in up to four public-facing thought leadership
    > activities annually (conference talks, webinars, co-authored
    > articles).

**Compliance with L0 Governance**

Director agrees to uphold Phase Mirror\'s L0 principles in all branded
engagements:

1.  Surface contradictions explicitly rather than smoothing them into
    > false consensus.

2.  Bind decisions to artifacts with owners, metrics, and horizons.

3.  Escalate governance conflicts through precision questions rather
    > than unilateral resolution.

4.  Maintain fidelity to Multiplicity Theory foundations in all
    > client-facing methodology.

Material breach of L0 principles triggers immediate quality review and
potential revocation of certification and licensing rights.

**V. Intellectual Property & Work Product**

**IP Ownership**

1.  **Phase Mirror Core IP:** All Multiplicity Theory frameworks, Phase
    > Mirror branding, software platforms, and methodology documentation
    > remain Phase Mirror property. Director receives license, not
    > ownership.

2.  **Director-Created Vertical Content:** Financial services playbook
    > content, case studies, and domain-specific precision questions
    > co-created by Director are jointly owned. Phase Mirror may use for
    > training and certification; Director may use for independent
    > professional practice (subject to non-compete provisions in
    > Section VII).

3.  **Client Work Product:** Deliverables created for Director\'s
    > clients (contradiction reports, stability dashboards, custom
    > analyses) are owned by clients, with Director and Phase Mirror
    > retaining license to anonymized case study use.

**Attribution**

All Phase Mirror-branded deliverables must include:

1.  Phase Mirror logo and \"Powered by Phase Mirror\" designation.

2.  Director\'s name and PMCP credential.

3.  Standard disclaimer: \"This analysis uses Phase Mirror\'s
    > contradiction-surfacing methodology. Results do not constitute
    > financial advice without independent professional judgment.\"

**VI. Compliance Clearance & Regulatory Constraints**

**Pre-Execution Requirement:** This agreement is contingent upon
Director providing a **Compliance Framework Declaration** within 14 days
of term sheet acceptance, addressing:

1.  Employment agreement restrictions at Equitable (or current firm).

2.  FINRA, SEC, or state regulatory constraints on outside business
    > activities or co-branded engagements.

3.  Any non-compete, exclusivity, or IP assignment clauses that could
    > conflict with Director responsibilities.

**Resolution Protocol:** If compliance constraints exist, Phase Mirror
and Director will jointly architect a compliant operating structure
(e.g., independent contractor arrangement, separate entity formation,
compliance-approved co-branding language) before final execution. If no
compliant structure is achievable, this term sheet becomes void without
penalty to either party.

**VII. Non-Compete & Exclusivity**

**During Term**

Director agrees:

1.  **Vertical Exclusivity:** Not to develop, promote, or affiliate with
    > competing contradiction-surfacing or client intelligence platforms
    > within financial services vertical.

2.  **Independent Practice Permitted:** Director may maintain
    > independent financial planning practice without restriction, using
    > Phase Mirror tools and branding where applicable but not required
    > to use exclusively.

3.  **No Conflicting Certifications:** Not to pursue or promote
    > certifications that directly conflict with Phase Mirror
    > methodology (e.g., competing decision intelligence frameworks).

**Post-Termination**

For **18 months following termination**, Director agrees:

1.  Not to develop or market a directly competing financial
    > contradiction-surfacing platform or methodology.

2.  May continue independent financial planning practice without
    > restriction.

3.  May retain and service existing SaaS clients activated during term,
    > with revenue share continuing per Section III.A.

**Survival Carveout:** If termination is for cause (Director breach),
Phase Mirror may terminate revenue share on future renewals. If
termination is without cause (Phase Mirror decision) or by mutual
agreement, revenue share survives indefinitely.

**VIII. Term & Termination**

**Initial Term**

Three years from execution date, with automatic annual renewal unless
either party provides 90 days\' written notice of non-renewal.

**Termination for Cause**

Either party may terminate immediately for:

1.  Material breach of agreement terms (including L0 governance
    > violations, IP misuse, or failure to meet minimum engagement
    > volume for two consecutive quarters).

2.  Regulatory action or compliance violation that materially impairs
    > ability to perform under agreement.

3.  Fraud, misrepresentation, or conduct damaging to Phase Mirror or
    > Director\'s professional reputation.

**Termination Without Cause**

Either party may terminate with 90 days\' written notice. Director
retains revenue share on existing SaaS subscriptions (Section III.A
survival provision). Phase Mirror retains right to use
Director-contributed case studies and methodology content.

**IX. Compensation for Director Advisory Role**

In addition to revenue share, Director receives:

1.  **Equity Consideration:** Subject to Phase Mirror\'s cap table and
    > funding structure, Director may be offered equity grant equivalent
    > to 0.5--1.0% fully diluted ownership, vesting over four years (25%
    > annual cliff, monthly thereafter).

2.  **Advisory Retainer:** \$2,000/month retainer for Director-level
    > strategic advisory responsibilities (product roadmap input, PMCP
    > protocol development, thought leadership coordination).

**Equity Terms:** If offered, governed by separate stock option or
restricted stock agreement. Equity vesting accelerates upon acquisition
or IPO. If Director terminates without cause before Year 2, unvested
equity is forfeited; if Phase Mirror terminates without cause, vesting
accelerates by 50%.

**X. Confidentiality & Data Protection**

Director agrees to maintain confidentiality of:

1.  Phase Mirror proprietary methodology, software architecture, and
    > internal documentation.

2.  PMCP certification protocols and internal knowledge base content.

3.  Client data processed through Phase Mirror SaaS platform (subject to
    > standard data processing agreements).

**Data Handling:** Director must comply with Phase Mirror\'s data
security and privacy policies. Client data remains client property;
Phase Mirror and Director act as processors, not controllers. Any data
breach attributable to Director negligence triggers immediate review and
potential termination.

**XI. Governing Law & Dispute Resolution**

**Governing Law:** Pennsylvania (Phase Mirror headquarters location)

**Dispute Resolution:** Any disputes under this agreement will be
resolved through:

1.  Good-faith negotiation between parties (30-day period).

2.  Binding arbitration under American Arbitration Association rules if
    > negotiation fails.

3.  Arbitration conducted in Pittsburgh, PA or mutually agreed neutral
    > location.

**Injunctive Relief:** Either party may seek injunctive relief in court
for IP misuse, confidentiality breach, or non-compete violations without
first pursuing arbitration.

**XII. Miscellaneous**

**Entire Agreement**

This term sheet, upon execution and compliance clearance, constitutes
the full agreement between parties regarding Director role. Supersedes
all prior discussions or understandings.

**Amendment**

Agreement may be amended only by written instrument signed by both
parties.

**Severability**

If any provision is found unenforceable, remaining provisions remain in
full force.

**Assignment**

Director may not assign this agreement without Phase Mirror consent.
Phase Mirror may assign to successor entity in event of acquisition or
restructuring.

**XIII. Acceptance & Next Steps**

This term sheet is **non-binding** until:

1.  Director provides Compliance Framework Declaration (14 days).

2.  Parties resolve any compliance conflicts (30 days from declaration).

3.  Final Director Agreement is executed by both parties.

**To Accept:** Director signs below and submits Compliance Framework
Declaration to Phase Mirror governance team.

**Phase Mirror Acceptance:**

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

$\text{FounderName}$

, Founder

Phase Mirror\
Date: \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

**Director Acceptance:**

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\
Ola Aje, Director of Financial Intelligence (Proposed)\
Date: \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

**Contact for Questions:**

$\text{FounderEmail}$

\| $PhaseMirrorLegal/GovernanceContact$

*\"The most dangerous thing in any complex system isn\'t what\'s unknown
--- it\'s what\'s assumed.\"*\
--- Phase Mirror, L0 Principle
