1  ·  About the Principal

2  ·  Scope of services

Over the 3-month Phase 1 (Define · Build · Inform) window, YDT delivers Workstream 1 — Marketing & Digital Acquisition as defined in the Flip 360 Vol 4 Ch 12 workstream architecture:

1. Marketing strategy & positioning — finalise the Flip 360 brand position, message architecture, and category-leadership claim for the local-community professional referral economy.
2. Marketing-mix model — channel allocation across owned (email/SEO), earned (PR/referral), shared (community/social), and paid (Google/Meta) media; budget thresholds; CAC ceilings; performance-attribution methodology. Living artefact at /marketing-mix.
3. Member-acquisition funnel — TOFU → MOFU → BOFU instrumentation, landing-page architecture, lead-magnet content, nurture sequences, conversion CTAs; ready to switch on at Phase 2 commencement.
4. Door 3 PR-media-marketing operating system — author and maintain the Vol 4 Ch 12 Door 3 deliverable suite at /pr-media-marketing: editorial calendar, media-list register, partnership pipeline, content amplification playbook.
5. Sprint G — Acquisition launch readiness — co-deliver with CoSai PMO: first-100-members acquisition plan, founding-cohort positioning, referral-loop economics tied to commission engine.
6. Investor-pack marketing exhibits — supply the marketing-strategy, GTM, and TAM/SAM/SOM exhibits feeding into the institutional memorandum at /investors/memorandum.
7. Phase 2 Schedule input — co-author (with CoSai and Client) the Phase 2 Schedule defining locked-in YDT KPIs for FY27-FY31, ready for signature by 31 August 2026.

3  ·  Timeline & cadence

4  ·  Fees & payment terms

5  ·  Intellectual property

6  ·  Standard terms & conditions

1. Independent contractor. YDT engages with Flip 360 as an independent contractor. Nothing in this SoW 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; YDT is a data processor.
4. Warranties. YDT warrants the services will be performed with reasonable care and skill consistent with professional marketing-services practice.
5. Limitation of liability. Each party's aggregate liability under this SoW is limited to the total fees paid or payable in the Phase 1 window, except for: (a) breach of confidentiality; (b) IP assignment breach; (c) fraud or wilful misconduct.
6. Insurance. YDT will maintain Professional Indemnity insurance at a level appropriate to the nature of services delivered, for the duration of the engagement.
7. Termination for convenience. Either party may terminate this SoW on 14 days' written notice. On termination, Flip 360 will pay for services performed up to the termination date; YDT 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. YDT discloses no current conflict. YDT 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 SoW is governed by the laws of New South Wales, Australia.
13. Phase 2 transition. This SoW covers Phase 1 only (1 Jun – 31 Aug 2026). Phase 2 commercial terms are governed by the Master Engagement Framework at /engagement/framework and the Phase 2 Schedule (to be co-authored and signed by 31 August 2026, with optional 30-day good-faith bridge per Framework §10).
14. Entire agreement. This SoW is the entire agreement between the parties on this subject and supersedes prior representations.
15. Amendment. Any amendment must be in writing and signed by both parties.
16. Counterparts & electronic signature. This SoW may be signed electronically (including via the on-page signature pad), and in counterparts, each of which is deemed an original.

6.5  ·  Phase 2 schedule — Workstream 1 Lead, FY27 → FY31 (1 Sep 2026 – 30 Jun 2031)

From 1 September 2026 this engagement transitions seamlessly from Phase 1 marketing build-out to continuous operation of WS1 Marketing & Digital Acquisition as a Phase 2 BAU workstream — the marketing engine of Flip 360 measured against the canonical Investor Pack trajectory.

6.5.1  Phase 2 scope of work

1. Workstream 1 Lead — continuous operation. Sustains the eight Door-3 surfaces at /pr-media-marketing/* and the /marketing-mix discipline as the live operating system for Flip 360 acquisition.
2. FY-by-FY acquisition delivery. Drives the member trajectory: 1,000 (FY27) → 8,000 (FY28) → 30,000 (FY29) → 75,000 (FY30) → 175,000 (FY31). Owns CAC, LTV/CAC, conversion, retention, and brand-category-leadership metrics against Board-approved targets.
3. Vertical-launch creative + narrative. Supplies WS6 with vertical-specific acquisition creative + narrative as each new vertical comes online per the Investor-Pack 18-vertical rollout sequence.
4. Press & category-leadership cadence. Operates the press surface at /press — 38 target outlets, TEDx angle, ongoing earned-media programme.
5. WS7 acquisition-story input. Feeds the IM updates, CAC/LTV proofs, and acquisition narrative the capital-raise stream needs at each FY raise gate.
6. Re-baseline discipline. Quarterly channel-mix optimisation per the framework §6 cadence; FY budget locked at the annual Board meeting; restated KPIs trigger framework §6 true-up (symmetric in both directions).
7. Phase 2 Schedule co-authorship. Co-authors (with CoSai and the Client) the locked Phase 2 Schedule by 31 August 2026 (optional 30-day good-faith bridge per Framework §10), defining KPI achievement rules, bonus pool computation methodology, and FY27 milestones.

6.5.2  Phase 2 commercial terms

6.5.3  Phase 2 KPI architecture

Bonus pool earn-out is gated on Board-approved KPI achievement against the canonical trajectory. KPI category for this provider is Marketing performance.

KPI weights and definitions are locked into the Phase 2 Schedule by 31 August 2026 per Framework §5.1. KPIs cannot be retrospectively altered after a fiscal year has commenced. Restated historical financials (e.g. post-audit member-count adjustments) trigger a corresponding bonus-achievement true-up per Framework §6 — symmetric in both directions (over-payment is clawed back; under-payment is topped up).

6.5.4  Phase 2 bonus-pool derivation (at-target, per FY)

The at-target pool for each FY is derived from the Investor Pack trajectory at /investors/financial-model — drag any slider in that model and these numbers recalculate live. Full derivation worksheet at Framework §5.3.

6.5.5  Phase 2 IP, payment cadence & termination

This Phase 2 schedule is read-only at engagement signing — Corrina's pre-signature on this SoW covers Phase 1 only. Phase 2 commits via the Phase 2 Schedule signed by 31 August 2026. The terms here are the proposed terms, anchored to the canonical Investor Pack trajectory as it stands today.

7  ·  Invoice #001 — to start work

8  ·  Signatures

Signed by Provider

Corrina McGowan

Corrina McGowan

Principal, Your Digital Team

Signed 28 May 2026

Signed by Client

Matthew Punter

Founder, Flip 360

Signed 19 June 2026

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