Consulting terms
& engagement conditions.

Camino Strategy Group (“Consultant,” “we,” “our,” or “us”) provides strategic, operational, and advisory services to healthcare businesses, digital health platforms, private practices, and physicians. Services may include, without limitation:

• PC/MSO structuring, formation guidance, and multi-state expansion planning
• Corporate Practice of Medicine (CPOM) compliance review and operationalization
• MSA, employment, and contractor template review and customization
• Operational build-outs, SOPs, meeting cadences, audit checklists, and playbooks
• Advisory sessions, working sessions, and ad hoc calls
• Group consulting cohorts and access to the Camino network
• Educational resources, templates, and business tools developed by Camino
• Reasonable email support for strategic questions and operational guidance

Specific deliverables, timelines, and included hours are defined in your proposal, statement of work, or invoice. Services are provided on a best-efforts basis. Consultant does not guarantee unlimited availability, specific outcomes, or regulatory approvals.

Fees are structured to fit the engagement. Unless otherwise specified in your invoice or statement of work, one or more of the following will apply:

All monthly, project, and one-time fees are set forth in the applicable invoice or statement of work and are due in accordance with the Payments and Billing section below. Work outside the agreed scope is billed separately and requires written approval before it begins.

Certain engagements require expertise, filings, or services that fall outside Camino’s consulting scope. When additional consultants, specialists, vendors, or authorities are needed to complete or support the work, Client is responsible for all pass-through costs, including but not limited to:

• Outside legal counsel, healthcare attorneys, and regulatory counsel
• CPAs, tax advisors, bookkeepers, and fractional CFO services
• Licensed physicians, medical directors, and specialty consultants engaged for the Client
• Registered agents, formation services, and corporate filing agents
• State and federal filing fees, license fees, franchise taxes, and government charges
• Notary, apostille, courier, and translation services
• Software, subscriptions, EHR/PM systems, e-signature, and infrastructure required for the engagement
• Malpractice, cyber, and other insurance premiums arranged on Client’s behalf
• Travel, lodging, and reasonable expenses for approved on-site work

Camino will notify Client in advance whenever a material pass-through cost is anticipated. Pass-through costs may be (a) billed directly to Client by the third party, or (b) advanced by Camino and reimbursed at cost, with no markup unless otherwise disclosed. Any coordination fee for managing outside experts will be disclosed in writing before the work begins.

Camino does not select, supervise, or warrant the work of independent third-party professionals. Client is the contracting party with those professionals and remains responsible for their fees, deliverables, and conduct.

• Payment terms are as outlined in your invoice or statement of work.
• Unless otherwise specified, payment is due in full prior to the start of Services; recurring monthly fees are billed in advance on the engagement anniversary date.
• One-time fees, setup fees, and project deposits are due before the associated work begins.
• Pass-through costs and reimbursable expenses are billed as incurred and due upon receipt of invoice.
• All payments are non-refundable, except as otherwise required by law.
• Late payments may accrue a late fee and/or result in suspension of Services until the account is brought current.
• Services will not commence, or will pause, until outstanding amounts are paid.

• Monthly retainer Services are offered with a minimum commitment of two (2) months unless otherwise stated in your invoice or SOW.
• Project engagements run for the term stated in the SOW.
• Either party may terminate ongoing Services by providing thirty (30) days’ written notice.
• Termination prior to the end of a minimum commitment or project term does not relieve Client of payment for the full committed period.
• Camino may terminate Services immediately for non-payment, violation of these Terms, unlawful activity, or misuse of materials.
• Any unpaid pass-through costs, third-party fees, and out-of-pocket expenses remain due at termination.
• Upon termination, Client’s access to Services and materials will cease.

By engaging the Services, you acknowledge and agree that:

• You are solely responsible for the decisions and outcomes that result from your use of the Services.
• Camino Strategy Group is not a law firm, financial institution, medical provider, or tax advisor. No attorney-client, doctor-patient, or fiduciary relationship is created by your use of the Services.
• You should consult qualified legal, tax, medical, or financial professionals before acting on information or templates provided.
• You will provide accurate information, timely access to stakeholders, and prompt review of deliverables so work can proceed on schedule.
• You will not reproduce, distribute, sublicense, sell, or otherwise misuse any materials, templates, or resources provided under these Terms.

Camino provides strategic, operational, and advisory services only. We do not represent clients in legal matters, do not offer legal opinions, and do not retain or engage legal counsel on behalf of clients. Any decisions requiring legal interpretation, compliance determinations, or regulatory advice should be directed to qualified legal professionals.

All content, templates, documents, educational resources, frameworks, and materials remain the sole property of Camino Strategy Group.

You are granted a limited, non-exclusive, non-transferable license to use such materials solely for your personal or internal business purposes. You may not sublicense, resell, copy, or redistribute any part of the Services or materials without our express written permission. All rights not expressly granted under these Terms are reserved by Camino Strategy Group.

Both parties agree to maintain the confidentiality of non-public, proprietary, or sensitive information shared during the course of Services. Client may not disclose templates, strategies, or materials to third parties without written consent. This obligation survives termination of the Services.

The Services are provided “as is” and “as available.” Camino Strategy Group makes no guarantees regarding business performance, revenue growth, compliance outcomes, regulatory approvals, or other specific results.

No legal, tax, or medical advice is provided. Any templates, contracts, or resources are for educational and operational purposes only and should be reviewed by licensed professionals before use.

To the fullest extent permitted by law, Camino Strategy Group shall not be liable for any indirect, incidental, consequential, special, or punitive damages, including but not limited to loss of profits, revenues, goodwill, or business opportunities, arising from or related to the use of the Services or the work of any third-party expert engaged for Client.

Our total cumulative liability for any claim shall not exceed the amount paid by Client to Camino for Services (excluding pass-through costs) in the three (3) months immediately preceding the event giving rise to the claim.

Client agrees to indemnify, defend, and hold harmless Camino Strategy Group, its owners, officers, employees, contractors, agents, successors, and assigns from and against any and all claims, liabilities, damages, losses, costs, expenses, or fees (including reasonable attorneys’ fees) arising out of or related to:

• Client’s use or misuse of the Services, including consulting advice, recommendations, or guidance provided;
• Client’s use of any templates, contracts, policies, or documents supplied by Camino, including reliance, modification, or implementation of such materials;
• Client’s reliance on educational resources, materials, or communications provided;
• The work, advice, or conduct of any third-party consultant, attorney, CPA, physician, vendor, or specialist engaged for or by Client;
• Client’s violation of these Terms; or
• Any third-party claims, actions, or disputes that result from Client’s use of the Services or materials provided.

By engaging the Services, Client acknowledges that they have read, understood, and agree to these Terms, including responsibility for all monthly fees, one-time fees, and pass-through costs incurred in connection with the engagement.