Engagement Agreement

CoSai CFO Services Pty Ltd  ·  Provider
to deliver Project Management Office (PMO) services and oversee the build of the Flip 360 commission calculation and payout platform, for Flip 360 (the "Client"), founded by Mathew Punter.

1  ·  About the Principal

2  ·  Scope of services

Over the 3-month engagement window, CoSai CFO Services will deliver:

1. Stand up the Flip 360 PMO — workstreams, RACI, RAID, governance cadence, Steerco rhythm, deliverables register with green-amber-red status coding, weekly status reports.
2. Drive benefits realisation to 100% of the agreed Business Case using APMG Managing Benefits™, PMI PMBOK, PRINCE2, and Agile/Scrum frameworks.
3. Author and maintain the Business Case, PMO Blueprint, and Enterprise Architecture Blueprint as living documents through the engagement.
4. Oversee the technical build of the Flip 360 commission calculation and payout platform using an AI-augmented workforce (Genspark agents), with CoSai providing human supervision, quality control, and integration management.
5. Deliver a working ERP — admin platform, commission rules engine, payouts loop with ABA/Stripe Connect integration, member portal, dispute queue, immutable chain of custody, and Sprint G member-acquisition funnel.
6. Investor-readiness package — pitch deck, business case, technical due-diligence pack, financial model, all chain-anchored and audit-ready.
7. Risk & regulatory compliance — Australian regulatory positioning (RCTI, GST, payments scheme, Privacy Act), risk register, controls library.

3  ·  Timeline & cadence

Month	Window	Primary focus	Key deliverables
M1	1 Jun – 30 Jun 2026	Mobilise · Foundations	PMO stood up · Business Case v1 · EA v1 · Steerco #1 · Sprint A & B
M2	1 Jul – 31 Jul 2026	Build · Wire-up	Commission engine · Payout loop · Stripe Connect · Member portal · Sprints C-E
M3	1 Aug – 31 Aug 2026	Productionise · Handover	Sprint F (compliance) · Sprint G (acquisition) · Investor pack · Handover doc · Steerco #6

4  ·  Fees & payment terms

5  ·  Intellectual property

6  ·  Standard terms & conditions

1. Independent contractor. CoSai engages with Flip 360 as an independent contractor. Nothing in this Agreement creates an employment, partnership, joint venture or agency relationship.
2. Confidentiality. Each party will keep the other's confidential information confidential and use it only for the purpose of this engagement. Obligation survives termination for 5 years.
3. Data & privacy. Each party will comply with the Australian Privacy Act 1988 in handling personal information arising from the engagement. Flip 360 is the data controller; CoSai is a data processor.
4. Warranties. CoSai warrants the services will be performed with reasonable care and skill consistent with senior management consulting practice. Flip 360 acknowledges that AI-augmented work product is subject to human review by CoSai.
5. Limitation of liability. Each party's aggregate liability under this Agreement is limited to the total fees paid or payable in the engagement window, except for: (a) breach of confidentiality; (b) IP assignment breach; (c) fraud or wilful misconduct.
6. Insurance. CoSai will maintain Professional Indemnity insurance of not less than AUD $2,000,000 for the duration of the engagement.
7. Termination for convenience. Either party may terminate this Agreement on 14 days' written notice. On termination, Flip 360 will pay for services performed up to the termination date; CoSai will deliver all work product to Flip 360.
8. Termination for cause. Either party may terminate immediately on written notice if the other materially breaches and fails to remedy within 7 days of notice, or becomes insolvent.
9. Conflict of interest. CoSai discloses no current conflict. CoSai will not act for a direct competitor of Flip 360 during the engagement and for 6 months after.
10. Force majeure. Neither party is liable for delay or failure caused by events outside reasonable control (natural disaster, pandemic, government action).
11. Dispute resolution. The parties will negotiate in good faith for 30 days before referring any dispute to mediation under Resolution Institute rules. Litigation is a last resort.
12. Governing law. This Agreement is governed by the laws of New South Wales, Australia.
13. Entire agreement. This Agreement is the entire agreement between the parties on this subject and supersedes prior representations.
14. Amendment. Any amendment must be in writing and signed by both parties.
15. Counterparts & electronic signature. This Agreement may be signed electronically (including via the on-page signature pad), and in counterparts, each of which is deemed an original.

7  ·  Invoice #001 — to start work

8  ·  Signatures