The engagement
letter.

Page 1: Scope, hours, and engagement structure

Three sub-sections:

1.1 Engagement type. Is this Light (10-20 hours/month), Full (20-60 hours/month), or Interim (full-time absorption for 6-12 months)? The contract should specify this in plain language plus an hours range. Model language:

"The Fractional CMO will provide services on a Full engagement basis, averaging 20-25 hours per week, with surge capacity to 30 hours/week during quarterly planning and major launches, capped at 4 surge weeks per year."

1.2 Scope of work. Two paragraphs maximum. What's in, what's out. Avoid generic frameworks ("strategic leadership"); use operational language ("ownership of marketing function including budget, team management, and direct accountability for [specific KPIs]"). Model language:

"Scope includes: (a) ownership of the marketing function including strategy, channel mix, and budget allocation; (b) direct management of the in-house marketing team; (c) governance of external agencies and contractors; (d) representation of marketing at the leadership team and board level. Scope excludes: (e) hands-on campaign execution; (f) creative production; (g) day-to-day media buying operations; (h) implementation of marketing technology systems."

1.3 Working location and availability. Specify remote/hybrid/in-person, response time expectations, vacation/coverage policy. Model language:

"The Fractional CMO will operate remote-first, with on-site presence at least 2 days per month. Standard response time for non-urgent communication is 24 business hours; for urgent (CEO-flagged) matters, 4 business hours. The Fractional CMO is entitled to 4 weeks of pre-notified absence per year, with a covering arrangement for critical operating cadence (e.g., Smarketing weekly continuing under the Marketing Director if applicable)."

Page 2: Deliverables, KPIs, and accountability

This is the page most contracts get wrong. Legal templates default to "best efforts" language. Don't accept that.

2.1 First-90-day deliverables. Specific, dated, observable. Model language:

"By Day 30: Diagnostic memo (1 page) covering current state, identified leaks, and proposed priorities for next 90 days. By Day 60: Operating cadence installed — weekly marketing-sales alignment meeting, monthly leadership review, customer feedback loop. By Day 90: First quarterly board/leadership materials authored by the Fractional CMO; first metric movement on at least 2 of: pipeline volume, CAC by channel, MQL→SQL conversion rate."

2.2 Ongoing KPI accountability. What metrics is the CMO on the hook for, beyond best efforts. Model language:

"The Fractional CMO assumes direct accountability for the following metrics over the engagement period: CAC by acquisition channel; LTV by customer segment; MQL→SQL conversion rate; pipeline volume by source. By month 6, the Fractional CMO will deliver written analysis of these metrics relative to baseline and proposed targets for months 7-12. Accountability does not imply unilateral guarantee of outcomes (which depend on factors beyond marketing); it implies that the CMO is the senior person responsible for driving these numbers and reporting variance."

2.3 Reporting cadence. What goes to whom, when. Model language:

"Weekly: written 1-page update to CEO, sent Friday 5pm. Monthly: 3-page memo to leadership team, sent 24 hours before monthly review meeting. Quarterly: marketing section of board materials, authored by Fractional CMO and reviewed with CEO + CFO 1 week before board meeting."

Page 3: Decision rights, IP, and confidentiality

3.1 Decision rights. Critical. Most contracts skip this and the result is operational ambiguity. Model language:

"Decision authority during the engagement is allocated as follows: (a) Channel kill or scale: Fractional CMO with CFO co-sign on budget reallocation above R$50K/month. (b) Hire/fire on marketing team: joint Fractional CMO + CEO. (c) Tool selection: Fractional CMO recommends, Marketing Director or in-house lead implements. (d) Agency briefs and creative direction: Marketing Director or in-house lead, with Fractional CMO veto authority. (e) Budget allocation across channels: Fractional CMO with CFO co-sign on quarterly basis. (f) Strategic positioning changes: joint Fractional CMO + CEO."

3.2 IP and work product. The CMO's frameworks vs the company's outputs. Model language:

"All marketing strategies, plans, and materials produced specifically for the Company during the engagement are owned by the Company. Generic frameworks, templates, and methodologies developed by the Fractional CMO over their career remain the property of the Fractional CMO and may be used in other engagements. The Fractional CMO will not reproduce or distribute Company-specific data, customer lists, internal documents, or financial information beyond the scope of the engagement."

3.3 Confidentiality. Standard but specific. Model language:

"The Fractional CMO will hold all Company-confidential information in strict confidence during and after the engagement. Confidential information includes: customer data, financial performance, product roadmap, employee information, vendor pricing, and strategic plans. Confidentiality obligations survive the engagement for 5 years. The Fractional CMO may reference the Company as a client engagement after the engagement ends with prior written approval (typical request: company name, engagement dates, general scope — not specific financial outcomes)."

Page 4: Commercial terms and exit conditions

4.1 Fee structure. Monthly retainer, billing frequency, expense policy. Model language:

"Monthly retainer: R$35,000.00, invoiced on the 25th of each month, due on the 5th of the following month. The retainer covers all standard scope. Travel expenses outside São Paulo metropolitan area for in-person Company meetings will be reimbursed at cost with 30 days notice for international travel. Surge capacity beyond contracted hours range will be billed at R$300/hour with prior CEO approval."

4.2 Term and renewal. Initial term plus renewal mechanic. Model language:

"Initial term: 6 months. At month 5, both parties will conduct a re-scoping conversation. If continuing, the engagement renews for a new 6-month term with re-scoped deliverables, KPIs, and (if applicable) commercial terms. If not continuing, the engagement terminates at month 6 with no penalty."

4.3 Termination clauses. This is the section CEOs and fractional CMOs both under-invest in. Model language:

"Termination for cause: either party may terminate immediately for material breach with 30 days written notice and opportunity to cure. Termination for convenience: either party may terminate with 60 days written notice during the initial term, or 30 days written notice during a renewal term. Termination for non-performance: if at the day-90 review the operating cadence is not installed (defined as: weekly marketing-sales alignment running, monthly leadership review running, first metric reporting completed), the Company may terminate with 30 days written notice and the Fractional CMO will issue a pro-rata refund of the most recent month's retainer."

4.4 Conflict of interest. The CMO works with multiple clients. Model language:

"The Fractional CMO operates a portfolio of typically 2-3 client engagements simultaneously. The Fractional CMO will not engage with a direct competitor of the Company during the engagement period or for 6 months following termination. 'Direct competitor' is defined in Schedule A and is limited to companies with materially overlapping product, customer segment, and geography. Disputes over the definition will be resolved jointly in good faith."

---