Financial & Legal Framework

Financial & Legal Framework

The Financial & Legal Framework defines the economic structure and contractual foundations that support the operation of the WillDom ecosystem.

Because WillDom operates as a platform connecting independent operators, branches, and partners, this framework ensures that all participants collaborate under clear financial rules, transparent revenue distribution, and standardized legal agreements.

The objective of this framework is to provide:

• economic alignment across the ecosystem

• transparency in transactions and revenue participation

• legal consistency in client engagements

• protection of client relationships and intellectual assets

The framework is built around four key components:

• pricing models

• revenue distribution and economic participation

• financial governance

• legal agreements and contracting standards

Pricing Model

The pricing model defines how WillDom services and solutions are structured commercially.

Depending on the nature of the engagement, pricing may follow different models.

Talent Engagements

Talent-based engagements typically involve time-based pricing, where technical specialists are assigned to support the client’s team or project.

Pricing may be structured as:

• hourly rates

• monthly rates

• dedicated team structures

These engagements usually follow the Talent Transaction Model, where margin is shared between the client owner and the talent provider.

Solution Engagements

Solution-based engagements involve structured transformation initiatives or technology solutions.

Pricing may be based on:

• project-based pricing

• milestone-based delivery

• transformation programs

• hybrid models combining fixed scope and capacity-based delivery

These engagements follow the Solution Transaction Model, where value is distributed between:

• the solution know-how owner

• the client relationship owner

• the delivery capacity provider

Revenue Distribution

Revenue generated from client engagements is distributed according to the WillDom Transaction Model, ensuring that ecosystem participants are rewarded based on their contribution to the opportunity and delivery.

The distribution typically reflects the roles involved in the transaction, including:

• the participant who originated the client opportunity

• the participant providing delivery capacity

• the solution leader or vertical owner providing know-how

• the platform infrastructure supporting the ecosystem

This model ensures that economic incentives are aligned across opportunity generation, solution development, and delivery execution.

Financial Governance

Financial governance ensures that ecosystem transactions operate with clear accountability and financial transparency.

Key elements include:

Revenue Tracking

All engagements must be tracked to ensure visibility into:

• revenue generated from client engagements

• margin associated with each project

• participation of ecosystem participants in each transaction

This visibility allows the ecosystem to measure performance and ensure fair revenue distribution.

Margin Management

Branches and delivery participants are responsible for managing projects in a way that ensures:

• sustainable margins

• efficient use of ecosystem capabilities

• successful delivery outcomes

Margin performance is a critical factor in maintaining the long-term sustainability of the ecosystem.

Financial Reporting

Branches and ecosystem participants maintain visibility into the financial performance of their activities, including:

• revenue generated from engagements

• margin contribution

• participation in ecosystem transactions

This reporting helps ensure transparency and accountability across the platform.

Legal Agreements

To ensure consistency and protect the interests of all participants, WillDom operates through standardized legal frameworks. These agreements define the structure of collaboration with clients and ecosystem participants, utilizing DocuSign for secure, multi-device electronic signing.

1. Client Framework

The relationship with clients is built on a two-tiered contractual structure: the Master Service Agreement (the “why” and “how”) and the Statement of Work (the “what” and “when”).

Service-Specific Agreements

WillDom maintains distinct versions of both the MSA and SOW depending on the engagement model. This ensures the legal language and commercial terms are tailored to the specific nature of the work:

• Staff Augmentation: Focused on resource allocation, hourly rates, and integration into existing client teams.
• Solutions: Focused on project-based delivery, specific milestones, managed service outcomes, and end-to-end technical responsibility.

Master Services Agreement (MSA)

The MSA establishes the general terms and conditions governing the long-term relationship between WillDom and the client. It provides the legal foundation for all subsequent project engagements.

Key components are typically defined:

• Legal responsibilities and liability limitations.
• Intellectual property (IP) ownership.
• Confidentiality obligations and non-disclosure terms.
• Dispute resolution mechanisms.

Note: When sharing for contract negotiation, always use the Client MSA Sample. The sample includes standard clauses and completed fields, making it easier for third parties to review.

Statement of Work (SOW)

The SOW is a binding accompaniment to the MSA that defines the specific scope of an individual engagement. Each client engagement is typically governed by a separate SOW under the master agreement.

Key components typically included:

• Project objectives and narrative description of requirements.
• Deliverables and delivery timelines.
• Team structure and resource allocation.
• Pricing and project-specific commercial terms.

2. Ecosystem & Partner Framework

In addition to client agreements, WillDom operates through agreements that define the participation of ecosystem actors, ensuring a transparent collaborative environment.

Ecosystem Agreements

These agreements establish the framework for collaboration between partners, branches, operators, and solution leaders. They define the rules of engagement within the WillDom network, specifically:

• Opportunity Participation: How actors engage in new business.
• Revenue Distribution: Commercial splits and payment structures.
• Intellectual Contributions: Rules regarding shared knowledge and assets.
• Collaboration Standards: Benchmarks for service delivery and communication.

CO-OWNED_VERTICAL_ALLIANCE_AGREEMENT

Developer & Partner Specifics

• Developer/Partner MSA & SOW: Standardized templates used to define the relationship with our talent pool and external partners.
• Conversion Fee Agreement: Defines the placement fee charged to a client if a WillDom developer is hired as a direct employee. This fee is additional to the hourly rates collected during the contract term.

3. Tax & Regulatory Compliance

To comply with IRS regulations and avoid significant financial penalties, all contractors must provide appropriate tax documentation before payments can be issued.

Form	Used By	Purpose
W-8BEN	Foreign Entities	Claims exempt status from US tax withholdings for work done outside the US.
W-9	US Entities	Provides Taxpayer Identification Number (TIN) for income reporting.
1099-MISC	WillDom (to IRS)	Records payments of $600+ made to US entities (excluding corporations).

4. General Legal Assets

Non-disclosure Agreement (NDA)

Also known as a Confidentiality Agreement, the NDA protects non-public business information and trade secrets shared during the evaluation of a potential business relationship. These may be mutual or one-way.

Referral Program Agreements

• Developer Referral (DRP): Governs the relationship with recruiters hired to identify and present qualified candidates.
• Client Referral (CRP): Defines the rules, rights, and obligations for sales associates who refer new business to WillDom.

Technology Assets Terms of Use

WillDom follows a Bring Your Own Device (BYOD) policy. This agreement rules the use and possession of any company-provided assets (if required by a specific project) and is incorporated by reference into the Master Services Agreement.

5. Templates & Document Repository

Access the following standardized templates for different engagement types and participants. These ensure we maintain our standard clauses during every negotiation.

Category	Document Type	Version/Context
Client	MSA Sample	Standard clauses with completed info for 3rd parties.
Client	SOW Sample	Project-specific narrative and pricing details.
Client	Conversion Fee Agreement	Terms for transitioning contractors to full-time employees.
Developer/Partner	MSA Template	For foreign or domestic talent and partner firms.
Developer/Partner	SOW Template	Project-specific requirements for talent.
Recruiter	DRP Template	Developer Referral Program Agreement.
Sales Associate	CRP Template	Client Referral Program Agreement.
General	NDA Template	Standard Mutual or One-Way Confidentiality Agreement.

Signature Cadence

To ensure legal validity and operational readiness, documents must be executed in a specific order. No project work or payments should commence until this cadence is completed.

1. NDA (Non-Disclosure Agreement): Signed during initial discovery or pre-sales calls before any proprietary info is shared.

2. MSA (Master Services Agreement): Signed once a partnership is confirmed but before specific work is defined.

3. SOW (Statement of Work): Signed alongside or after the MSA to trigger the start of a specific project.

4. Tax Documentation (W-9 / W-8BEN): Must be collected simultaneously with the signed contract. Payments will be withheld if these are not on file.

5. Technology Assets Terms of Use: Signed upon equipment assignment (if applicable).

Dual Signature Requirement for Owners
For all agreements involving Owners (Branches, Operators, or Partners), a Dual Signature protocol is mandatory. This ensures that both the individual stakeholder and the corporate entity are legally aligned and held accountable to the ecosystem’s standards and liability frameworks.

Intellectual Property

Intellectual property generated through transformation initiatives may include:

• solution frameworks
• methodologies
• technical architectures
• reusable software components

Ownership and usage rights are defined through the relevant agreements to ensure that the ecosystem can continue evolving its solution portfolio while protecting client interests.

Compliance and Professional Standards

All ecosystem participants are expected to operate according to professional and legal standards, including:

• compliance with applicable laws and regulations
• adherence to contractual obligations
• protection of client confidentiality
• responsible handling of data and technology assets

Maintaining these standards ensures that the ecosystem operates with professional integrity and client trust.

WillDom Financial Services

WillDom Financial Services provides the operational and administrative infrastructure that supports the financial activities of the ecosystem. These services are available to all Owners, Branches and Partners participating in the WillDom network, ensuring that every ecosystem actor has access to consistent, transparent, and professionally managed financial processes. Through this shared services model, Branches and Owners can focus on delivering value to clients while WillDom maintains the financial backbone that keeps the ecosystem running efficiently.

Systems and Tools

WillDom Financial Services operates on a robust technological stack designed to ensure transparency, accuracy, and efficiency across all financial activities within the ecosystem.

• Wave serves as the WillDom platform that supports and tracks all ecosystem transactions, providing a centralized hub for financial operations across Branches and Owners.

• QuickBooks is the accounting system used to maintain accurate and up-to-date financial records, ensuring compliance and auditability across all engagements.

• Syft is the software solution used to generate tailored financial reporting, allowing Branches and Owners to access customized insights into their financial performance.

• Power BI is leveraged to run analytical reports, enabling data-driven decision making and providing a deeper understanding of financial trends across the ecosystem.

WillDom Legal Information

Billing Instructions

The following information is to be used when issuing invoices addressed to WillDom for services rendered. All invoices must reference the entity name and address below as the bill-to party.

WillDom People, LLC 2255 Glades Road, Suite 324A Boca Raton, FL 33431, USA EIN: 92-1997374

Payment Instructions

The following banking details are to be used by WillDom’s clients when processing payments for services rendered.

Account Title: WillDom USA, LLC

Bank Name: JP Morgan Chase Bank, N.A. Account Title: WillDom USA, LLC

Account Number (Checking): 662260101

For direct deposits and ACH — ABA/Routing Number: 267084131

For incoming wire transfers — ABA/Routing Number: 021000021 SWIFT Code: CHASUS33

Company Address: 2255 Glades Road, Suite 324A, Boca Raton, FL 33431, USA

Bank Address: 20441 FL-7, Boca Raton, FL 33498

Accounts Payables

Summary

The Accounts Payable (AP) process governs how WillDom manages outgoing payments to developers, partners, branches, and vendors, ensuring all financial obligations are fulfilled accurately, on time, and in compliance with the ecosystem’s legal and tax requirements.

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Procedure

1. Invoice Submission Ecosystem participants must submit invoices through the designated WillDom channel, including the engagement reference, period of service, agreed rate, and banking details.
2. Invoice Validation The Finance team verifies alignment with the corresponding SOW, accuracy of amounts, and confirms that a fully executed contract and valid tax documentation (W-9 / W-8BEN) are on file. Incomplete invoices will be returned for correction. No payment will be processed without these requirements met.
3. Approval Workflow Validated invoices are reviewed by the Branch or Delivery Owner, approved by the Finance team, and authorized by Platform Leadership for amounts above defined thresholds.
4. Payment Execution Approved invoices are scheduled according to WillDom’s standard payment cycle, following the terms defined in the applicable SOW or partner agreement.
5. Dispute Resolution Discrepancies are flagged to the relevant party, coordinated with the Delivery Owner, and reprocessed in the next available payment cycle once resolved.

Accounts Receivables

Summary

The Collections process defines the procedures and standards that govern how WillDom manages incoming payments from clients, ensuring that all receivables are tracked, followed up on, and resolved in a timely manner. This process aligns the Finance, Delivery, and Commercial teams under a clear escalation framework that protects the ecosystem’s financial health while preserving client relationships.

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Procedure

1. Customer Setup During onboarding, Delivery introduces the Finance team to the client’s payment contact. Finance then schedules a kick-off meeting to align on invoicing cycles, payment terms, approval flows, and banking details, and connects with key stakeholders via LinkedIn.

2. Invoice Issuance Delivery generates billing items in Wave no later than the first business day of each month. Finance issues and sends the corresponding invoice to the client within one business day.

3. Pre-Due Reminder An automatic courtesy reminder is sent to the client before the invoice due date to prompt timely payment.

4. Post-Due Follow-Up (2 and 7 Days) If payment is not received, automated follow-ups are sent at 2 and 7 days past due. The 7-day communication takes a personal tone, seeking to understand the cause of the delay and requesting a confirmed payment date.

5. Personalized Outreach (14 Days) A customized communication is sent 14 days past due, copying operational contacts and requesting a meeting. Phone and SMS may be used as additional outreach channels.

6. Internal Escalation (20 Days) Finance escalates the situation to the Commercial team and issues meeting minutes to the COO and CEO, aligning all parties on next steps.

7. Service Hold Notification (30 Days) The client is formally notified that services will be paused within 7 days unless payment is received. Exceptions require Branch Director approval for balances up to USD 20,000, or CEO approval for balances above that threshold.

8. Service Suspension (45 Days) Delivery suspends all services and removes the assigned team immediately, notifying the client that services will resume only upon full payment.

9. Collection Negotiation (60 Days) Finance and Delivery jointly assess the situation and determine the appropriate course of action, including potential use of intellectual property rights and legal actions.

Accounting and Bookkeeping

Summary

The Accounting and Bookkeeping process defines how WillDom maintains accurate and up-to-date financial records across the ecosystem, ensuring that all transactions are properly recorded, reconciled, and reported in compliance with applicable accounting standards. This process provides the financial foundation that supports decision-making, regulatory compliance, and the long-term sustainability of the ecosystem.

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Procedure

1. Transaction Recording All financial transactions — including client invoices, vendor payments, payroll, and intercompany transfers — are recorded in QuickBooks on an ongoing basis. Entries must be accurately categorized and supported by the corresponding documentation to ensure a complete and auditable financial record.

2. Bank Reconciliation The Finance team performs periodic bank reconciliations to verify that all transactions recorded in QuickBooks align with the corresponding bank statements. Any discrepancies are identified, investigated, and resolved in a timely manner.

3. Accounts Reconciliation All balance sheet accounts, including receivables, payables, and intercompany balances, are reviewed and reconciled on a monthly basis to ensure the accuracy and integrity of the financial statements.

4. Month-End Close At the end of each month, the Finance team completes the closing process, which includes reviewing all open transactions, confirming revenue recognition, and ensuring that all expenses are properly recorded within the correct period.

Taxes

Summary

The Taxes process defines how WillDom ensures compliance with applicable tax regulations and the accurate reporting of all tax obligations across the ecosystem. This process covers the preparation and filing of required tax documents, the coordination of tax audits, and the ongoing collaboration with external tax advisors to support the financial and operational integrity of WillDom Global.

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Procedure

1. Tax Document Preparation and Filing The Finance team is responsible for preparing and filing all required tax documents within the established regulatory deadlines. This includes the issuance of K-1 and 1099 forms for freelance developers and other applicable vendors, as well as any additional filings required by federal, state, or local tax authorities.

2. Vendor and Contractor Tax Compliance Prior to processing any payments, the Finance team ensures that all vendors and contractors have submitted valid tax documentation. W-9 forms are required for US-based entities, and W-8BEN forms are required for foreign entities. No payments will be issued until the corresponding documentation is on file.

3. Collaboration with External Tax Advisors The Finance team engages external tax advisors on an ongoing basis to review WillDom Global’s operations, assess tax exposure, and ensure that the ecosystem’s activities are structured in a tax-efficient and compliant manner. This collaboration also includes staying current on changes in tax legislation that may affect the ecosystem’s participants.

Financial Reporting

Summary

The Financial Reporting process defines how WillDom produces and distributes accurate, timely, and standardized financial information across the ecosystem. All financial statements are prepared in compliance with US Generally Accepted Accounting Principles (US GAAP), ensuring consistency, transparency, and accountability for Branches, Owners, and ecosystem stakeholders.

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Procedure

1. Balance Sheet The Finance team prepares a monthly balance sheet reflecting WillDom’s financial position, including all assets, liabilities, and equity balances. This statement is reconciled against the corresponding accounting records in QuickBooks to ensure accuracy and completeness.

2. Profit and Loss Statement A monthly Profit and Loss (P&L) statement is produced to provide visibility into revenue generated, costs incurred, and net margin across the ecosystem. This report supports performance evaluation at both the platform and branch level.

3. Cash Flow Statement The Finance team prepares a periodic cash flow statement to track the movement of cash across operating, investing, and financing activities. This report provides stakeholders with a clear understanding of the ecosystem’s liquidity position and financial sustainability.

4. Aging Reports Accounts receivable and accounts payable aging reports are generated on a regular basis to monitor outstanding balances, identify overdue obligations, and support the collections and payments processes. These reports serve as a key input for financial decision-making and escalation procedures.

5. Report Distribution and Review All financial reports are generated through Syft for tailored presentation and distributed to the corresponding stakeholders within the agreed reporting cycle. Power BI is used to support analytical reporting, enabling deeper trend analysis and data-driven decision-making across the ecosystem.

Financial Planning

Summary

The Financial Planning and Forecasting process defines how WillDom develops and monitors its financial outlook across the ecosystem. This process ensures that Branches, Owners, and platform leadership operate with a clear understanding of financial targets, resource requirements, and projected performance, supporting informed decision-making and the long-term sustainability of the ecosystem.

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Procedure

1. Annual Budget Planning At the beginning of each fiscal year, the Finance team coordinates with Branch Directors, Owners, and platform leadership to define the annual budget. This includes projected revenues, operating costs, headcount planning, and investment priorities across the ecosystem. The approved budget serves as the financial baseline against which actual performance is measured throughout the year.

2. Revenue Forecasting The Finance team produces periodic revenue forecasts based on active engagements, pipeline opportunities, and historical performance trends. These forecasts provide visibility into expected income across the ecosystem and support proactive decision-making at both the branch and platform level.

3. Expense Planning Operating expenses are planned and monitored in alignment with the approved budget. The Finance team works with the corresponding teams to ensure that expenditures remain within defined parameters and that any variances are identified, explained, and addressed in a timely manner.

4. Variance Analysis On a monthly basis, the Finance team compares actual financial performance against the approved budget and forecasts, identifying and analyzing material variances. Findings are reported to Branch Directors and platform leadership to support corrective action where necessary.

5. Rolling Forecast Updates To reflect changes in business conditions, the Finance team maintains a rolling forecast that is updated periodically throughout the year. This ensures that financial projections remain relevant and actionable as the ecosystem evolves.

6. Reporting and Distribution Financial planning and forecasting outputs are prepared through Syft and distributed to the corresponding stakeholders within the agreed reporting cycle. Power BI is used to support analytical views, enabling leadership to track progress against targets and identify trends across the ecosystem.

Insurance Matters

Summary

The Insurance Matters process defines how WillDom manages its corporate insurance needs across the ecosystem, ensuring that all policies are properly maintained, client requirements are met, and any claims are handled efficiently. This process covers WillDom’s core insurance portfolio, including the Commercial Cyber Insurance Policy, Technology General Liabilities, and Errors & Omissions (E&O) coverage.

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Procedure

1. Policy Acquisition and Maintenance The Finance team, in coordination with WillDom’s insurance broker, manages the acquisition and renewal of all required insurance policies. This includes completing questionnaires and documentation requested by insurance providers to ensure continuous and adequate coverage.

2. Client-Specific Policy Management When clients require specific insurance coverage as a condition of engagement, the Finance team coordinates with the insurance broker to obtain or adjust the necessary policies. All client-driven insurance requirements are reviewed and fulfilled prior to the start of the engagement.

3. Claims Handling In the event of an insurance claim, the Finance team leads the process end-to-end, coordinating with the broker and the insurance provider to ensure proper filing, follow-up, and resolution. Where applicable, payment follow-up is conducted until the claim is fully settled.

Summary

The Financial & Legal Framework provides the economic and legal structure that allows the WillDom ecosystem to operate as a coordinated platform for transformation solutions.

By combining transparent financial rules, standardized legal agreements, and aligned economic incentives, the framework ensures that ecosystem participants can collaborate effectively while delivering high-value transformation initiatives for clients.