Consulting Services Engagement Letter

Independent Contractor Status. Consultant / Provider Name is an independent contractor and not an employee, agent, partner, joint venturer, or representative of Client Name for any purpose. Nothing in this Agreement creates an employment relationship, and neither party has authority to bind the other to any obligation. Consultant / Provider Name is not entitled to, and hereby waives any claim to, employee benefits, workers' compensation, unemployment insurance, paid leave, or any other benefit or protection available to Client Name's employees. Consultant / Provider Name retains sole responsibility for all federal, state, and local taxes, including self-employment tax, arising from compensation received under this Agreement, and shall indemnify and hold Client Name harmless from any claim, assessment, or liability arising from Consultant / Provider Name's failure to pay such taxes.

Scope of Services. Consultant / Provider Name shall perform the services described in the Statement of Work attached hereto as Exhibit A ("SOW"), which is incorporated by reference into this Agreement. Each SOW must be signed by both parties and shall set forth at minimum: (a) a description of the services to be performed; (b) the deliverables and any applicable milestones; (c) objective acceptance criteria for each deliverable; (d) the project timeline or performance period; and (e) the fees and payment schedule applicable to that SOW. In the event of a conflict between a SOW and the body of this Agreement, the terms of this Agreement shall control unless the SOW expressly states that it supersedes a specific provision. Out-of-Scope Work. Any work, deliverable, task, or service not expressly described in the applicable SOW is out of scope. Requests for out-of-scope work shall be addressed exclusively through the Change Order procedure set forth in Section [Change Order Clause Number]. Consultant / Provider Name has no obligation to perform out-of-scope work, and continued performance of any task not in the SOW does not modify the SOW or this Agreement without a signed Change Order. No Guarantee of Outcome. The Services are advisory and facilitative in nature. Consultant / Provider Name does not guarantee any specific business, financial, professional, or personal outcome as a result of the Services. Client's results depend on Client's own decisions, effort, and circumstances.

Acceptance of Deliverables. This section applies to all deliverables identified as subject to acceptance in the applicable Statement of Work ("SOW"). (a) Delivery and Acceptance Window. Upon Your name / business name's delivery of a deliverable, Client shall have 14 business days (the "Rejection Period") to review the deliverable against the acceptance criteria set forth in the SOW and either: (i) provide written notice of acceptance; or (ii) provide written notice of rejection specifying in reasonable detail each deficiency and the specific acceptance criterion the deliverable failed to meet. (b) Deemed Acceptance. If Client does not provide written notice of acceptance or rejection within the Rejection Period, the deliverable shall be deemed accepted as of the last day of the Rejection Period. (c) Revision Rounds. If Client timely rejects a deliverable, Your name / business name shall correct the identified deficiencies and redeliver the deliverable within 12 months business days. Upon redelivery, a new Rejection Period shall commence. Client is entitled to 2 revision rounds per deliverable (i.e., 2 opportunities to reject and request corrections). If a deliverable is rejected 2 times and the deficiencies are not cured after the final revision, Client may, at Client's option: (i) accept the deliverable with a pro-rata reduction in fees commensurate with the unmet acceptance criteria; or (ii) terminate this Agreement (or the applicable SOW) for cause and receive a refund of fees paid for the non-conforming deliverable. (d) Scope of Revisions. Revisions must be based on the original acceptance criteria set forth in the SOW. Client may not change the acceptance criteria, scope, or specifications during the revision process. Requests that constitute a change in scope require a written Change Order in accordance with the Change Order provision of this Agreement. (e) Final Acceptance. Once a deliverable is accepted (or deemed accepted), Client may not thereafter reject the deliverable or request additional revisions, except for latent defects discovered after acceptance that could not have been discovered through reasonable inspection during the Rejection Period.

Change Orders. Any modification to the scope, deliverables, timeline, or fees set forth in an applicable Statement of Work ("SOW") requires a written change order signed by authorized representatives of both parties ("Change Order"). No oral agreement, course of conduct, or continued performance of any task outside the SOW shall constitute a modification to the SOW or this Agreement. (a) Change Order Contents. A Change Order shall describe: (i) the requested change to scope, deliverables, or timeline; (ii) any adjustment to fees or payment schedule, calculated in accordance with subsection (b) below; and (iii) any adjustment to milestones or the project timeline. A Change Order becomes binding only upon countersignature by both parties. (b) Change Order Pricing. Unless otherwise specified in a Change Order, fees for change-order work shall be calculated as follows: (i) for time-and-materials work, at Your name / business name's standard hourly rate of Consultant's standard hourly rate, which is the same hourly rate applicable to the original SOW (or, if the original SOW was fixed-fee, the hourly rate implied by the fixed fee divided by estimated hours); or (ii) for fixed-fee change orders, as mutually agreed by the parties in writing in the Change Order. Your name / business name shall provide a written estimate of hours or fixed fee for the proposed change-order work before Client approves the Change Order. (c) Out-of-Scope Work Performed at Client Request. If Your name / business name performs work outside the scope of the SOW at Client's verbal or written request, and the parties have not executed a written Change Order, the work shall be deemed unauthorized and Your name / business name shall not be entitled to additional compensation unless: (i) Client's authorized representative expressly requested the work in writing (email sufficient); (ii) Your name / business name promptly notified Client in writing (within two (2) business days) that the requested work is outside the SOW and would require a Change Order and additional fees; and (iii) Client confirmed in writing that Your name / business name should proceed with the out-of-scope work pending execution of a Change Order. If these conditions are met, Your name / business name shall be entitled to compensation for the out-of-scope work at the hourly rate specified in subsection (b), and the parties shall execute a Change Order confirming the work performed and fees due. (d) No Obligation to Perform Out-of-Scope Work. Your name / business name is not obligated to perform any work outside the scope of the SOW, even if requested by Client, unless and until a Change Order is executed. Your name / business name may decline any change request that would materially alter the nature of the engagement, conflict with Your name / business name's other commitments, or require skills or resources not contemplated by the original SOW.

No Professional Advice; No Fiduciary Relationship. (a) Nature of Services. The services provided under this Agreement are consulting services only. Nothing in this Agreement, and nothing in Consultant's written or oral communications with Client, shall constitute or be construed as legal, tax, accounting, financial, investment, securities, medical, psychological, or other licensed professional advice. Consultant is not a fiduciary of Client. No fiduciary relationship, agency relationship, or partnership is created by this Agreement, and Client acknowledges that Consultant has made no representation to the contrary. (b) Reliance on Client-Furnished Information. Consultant's recommendations, analyses, deliverables, and work product are based in material part on information, data, representations, and assumptions furnished by Client or Client's personnel ("Client Information"). Consultant is entitled to rely on Client Information without independent audit, verification, or investigation. Consultant is not responsible for the accuracy, completeness, or timeliness of Client Information, and Consultant shall have no liability for any loss, damage, or adverse outcome arising from inaccurate, incomplete, or misleading Client Information. (c) No Outcome Guarantee. Consultant makes no representation, warranty, or guarantee that the services will result in any particular business outcome, including without limitation increased revenue, cost savings, regulatory compliance, successful business combination, or other result. Client acknowledges that business results depend on factors outside Consultant's control and that Consultant's engagement is for the performance of defined services, not the guarantee of any outcome. (d) Sole Responsibility for Business Decisions. Client retains sole and exclusive responsibility for all business, legal, financial, and operational decisions made in connection with or following the engagement. Client shall consult licensed legal, tax, accounting, and other professional advisors as appropriate before acting on Consultant's recommendations.

Conflict of Interest Disclosure. Consultant / Provider Name represents that, as of the Effective Date, Consultant / Provider Name has disclosed in Exhibit B all current client relationships, equity positions, board seats, and other business interests that Consultant / Provider Name reasonably believes could create a conflict of interest with Consultant / Provider Name's obligations under this Agreement ("Existing Interests"). Client acknowledges and accepts the Existing Interests disclosed in Exhibit B. Ongoing Disclosure Obligation. During the term of this Agreement, Consultant / Provider Name shall notify Client in writing within 5 business days of discovering any new client relationship, equity interest, or other business arrangement that could reasonably constitute a conflict of interest with Consultant / Provider Name's obligations hereunder. Such notice shall describe the nature of the potential conflict in sufficient detail for Client to assess it. Resolution Procedure. Upon receipt of a conflict disclosure, Client shall have 10 business days to object in writing. If Client objects, the parties shall negotiate in good faith for 10 business days to resolve the conflict (including, without limitation, by implementing an information barrier, limiting Consultant / Provider Name's scope of Services, or restructuring the conflicting engagement). If the parties are unable to resolve the conflict within the resolution period, either party may terminate this Agreement upon written notice without further liability, subject to payment for Services performed through the termination date. Direct Competitor Restriction. During the term of this Agreement, Consultant / Provider Name shall not, without Client Name's prior written consent, accept a new engagement from any entity that is a direct competitor of Client Name in the market segment(s) identified in Exhibit B. "Direct competitor" means an entity that derives material revenue from products or services that are substantially similar to Client Name's primary offerings and that target the same customer segments. ICF Alignment. For engagements governed by the ICF Code of Ethics, the disclosure and management obligations in this section are intended to align with ICF Standards 3.1, 3.2, and 3.3 regarding dual relationships, conflict management, and resolution. Nothing in this section is intended to limit any additional obligations under applicable professional codes.

1. Payment Schedule. Unless otherwise specified in the applicable Statement of Work or Project Order, invoices will be issued on a monthly basis. Each invoice is due within 30 days of the invoice date ("Due Date"). 2. Invoicing and Payment Methods. Provider will deliver invoices to Client name / business name via email at Client Billing Email. Payment may be made by ACH transfer, wire transfer, business check, or credit card to the account or address specified on the invoice. Client name / business name is responsible for all bank fees, wire fees, and credit card processing fees in excess of 2%. 3. Late Payment. If any invoice remains unpaid after the Due Date, the unpaid balance will accrue interest at the rate of 1.5% per month (1.5% annually) or the maximum rate permitted by applicable law, whichever is less, calculated from the Due Date until the date payment is received in full. 4. Suspension of Services for Non-Payment. If any invoice remains unpaid for more than 15 days past the Due Date, Provider may, upon 5 days' written notice to Client name / business name, suspend performance of all Services under this Agreement until all past-due amounts, including accrued interest, are paid in full. Suspension under this Section does not relieve Client name / business name of its payment obligations, does not constitute a waiver of Provider's right to terminate for material breach, and does not extend any project deadlines unless the parties agree otherwise in writing. 5. Disputed Invoices. If Client name / business name disputes any invoice in good faith, Client name / business name must notify Provider in writing within 10 days of the invoice date, specifying the disputed amount and the basis for the dispute. Client name / business name will pay the undisputed portion of the invoice by the Due Date. The parties will work in good faith to resolve the dispute within 10 days. Late fees do not accrue on amounts genuinely disputed in good faith during the dispute resolution period. 6. Advance Payment. If the parties agree to an advance payment structure in a Statement of Work, advance payments are non-refundable except as expressly provided in the applicable refund or termination clause.

1. Initial Term. This Agreement commences on Effective Date ("Effective Date") and continues for an initial period of Initial Term Duration (e.g., one (1) year, six (6) months) ("Initial Term"), unless earlier terminated in accordance with the termination provisions of this Agreement. 2. Renewal. Upon expiration of the Initial Term, this Agreement will automatically renew for successive Renewal Period Duration (e.g., one-year, month) periods (each a "Renewal Term") unless either Party provides written notice of non-renewal at least 30 days before the end of the then-current term. 3. Notice of Non-Renewal. Either Party may elect not to renew this Agreement for an additional Renewal Term by delivering written notice of non-renewal to the other Party in accordance with the Notices clause at least 30 days before expiration of the then-current term. Non-renewal is not a termination for cause and does not trigger any early termination fee or penalty. 4. Survival of Work-in-Progress. If this Agreement expires (by non-renewal or completion of a fixed term) while a Statement of Work or project is in progress, the parties will continue to perform their obligations under that Statement of Work in accordance with its terms until the project is completed or the SOW is terminated, whichever occurs first, unless the parties agree otherwise in writing. 5. Effect of Expiration. Upon expiration of this Agreement: (a) Provider will cease performing Services; (b) Client name / business name will pay all undisputed amounts due for Services performed through the expiration date; (c) clauses that by their nature are intended to survive expiration (including Confidentiality, Intellectual Property Ownership, Limitation of Liability, Indemnification, and Governing Law) will remain in effect.

1. Timely Information and Materials. Client name / business name will provide Provider with timely access to all information, documents, data, systems, personnel, and materials reasonably necessary for Provider to perform the Services, including: (a) background materials, strategic plans, and historical data identified in the applicable Statement of Work; (b) access to Client name / business name's personnel, systems, facilities, and third-party vendors as reasonably required; and (c) timely responses to Provider's requests for information and decisions. 2. Designated Contact and Decision Authority. Client name / business name will designate a primary contact ("Client Contact") who has authority to: (a) provide information and approvals on Client name / business name's behalf; (b) make decisions within agreed-upon timelines; and (c) coordinate access to other Client name / business name personnel and resources. The Client Contact as of the Effective Date is Client Primary Contact Name, Client Primary Contact Title, reachable at Client Primary Contact Email. 3. Decision Timelines. Client name / business name will respond to Provider's requests for decisions, approvals, and feedback within 5 business days, or within the timeline specified in the applicable Statement of Work. If Client name / business name does not respond within the required timeline, Provider may proceed based on Provider's reasonable professional judgment, and Client name / business name waives any claim that Provider should have awaited further instruction. 4. Accuracy of Client-Provided Information. Client name / business name represents that all information, data, and materials provided to Provider are, to Client name / business name's knowledge, accurate, complete, and not misleading. Provider is entitled to rely on Client-provided information without independent verification. Provider is not responsible for errors, delays, or deficiencies in the Services that result from inaccurate, incomplete, or untimely information provided by Client name / business name. 5. Cooperation in Good Faith. Client name / business name will cooperate with Provider in good faith and will not unreasonably withhold or delay decisions, approvals, or access to information or personnel. 6. Consequences of Non-Cooperation. If Client name / business name's failure to fulfill its obligations under this clause causes delay, additional work, or prevents Provider from performing the Services: (a) Provider will notify Client name / business name in writing of the delay or impediment and the required cooperation. (b) Any project timeline or deadline affected by the delay will be extended by a period equal to the delay, unless the parties agree otherwise in writing. (c) If the delay requires Provider to perform additional work or incur additional costs (e.g., re-planning, rework, extended project duration), Client name / business name will compensate Provider for the additional work at Provider's standard rates, documented in a Change Order. (d) If the delay persists for more than 10 days and materially impedes Provider's ability to perform, Provider may treat the delay as a material breach and terminate the affected Statement of Work or this Agreement in accordance with the Termination for Cause clause.

Sectionnumber. WORK PRODUCT DELIVERY & FORMAT Sectionnumber.1 Delivery Method. Your name / business name will deliver all Work Product to Client name / business name via email to the designated point of contact. Client name / business name will designate a single point of contact ("Client Point of Contact Name", Client Point of Contact Email) to receive all deliverables. Sectionnumber.2 File Formats. Unless otherwise specified in the applicable Statement of Work, Your name / business name will deliver Work Product in the following formats: (a) Written Reports & Documentation: Written Reports & Documentation Format (b) Presentations: Presentation Format (c) Data & Spreadsheets: PDF (d) Visual Assets: Visual Assets Format Sectionnumber.3 Source Files & Editability. Editable source files will be provided for written reports and presentations. Native design files and proprietary data models are excluded unless separately negotiated. Sectionnumber.4 Delivery Confirmation. Delivery is deemed complete when: (a) Your name / business name transmits the Work Product to Client Point of Contact Email using the method specified in Section Sectionnumber.1; and (b) Your name / business name receives written acknowledgment from the designated point of contact. Client name / business name will notify Your name / business name within Delivery Issue Notification Window if Work Product was not received or is corrupted. Sectionnumber.5 Re-Delivery. If Client name / business name notifies Your name / business name within Delivery Issue Notification Window that delivered Work Product is unreadable, incomplete, or corrupted (through no fault of Client name / business name), Your name / business name will re-deliver corrected Work Product within Re-Delivery Timeframe for Corrupted Files at no additional cost. Sectionnumber.6 Retention. Your name / business name will retain a complete copy of all delivered Work Product for a minimum of Consultant Retention Period following final delivery, and will provide Client name / business name a duplicate copy upon request during that period at no additional charge (excluding transmission costs exceeding Transmission Cost Threshold for Reimbursement).

INTELLECTUAL PROPERTY OWNERSHIP (a) Background IP. Each party retains all right, title, and interest in its Background IP. "Background IP" means all intellectual property owned or licensed by a party prior to the Effective Date or developed independently of this Agreement. Each party grants the other a limited, non-exclusive, royalty-free license to use its Background IP solely to the extent necessary to perform or receive the Services during the term of this Agreement. (b) Deliverables — Work-for-Hire Designation. To the extent that any Deliverable constitutes a "work made for hire" as defined in 17 U.S.C. § 101 (including as a contribution to a collective work, as a part of a motion picture or other audiovisual work, as a translation, as a supplementary work, as a compilation, as an instructional text, as a test, as answer material for a test, or as an atlas), such Deliverable is a work made for hire for Client name / business name, and Client name / business name will be the author and owner of the copyright therein from the moment of creation. (c) Assignment. To the extent that any Deliverable does not qualify as a work made for hire, Your name / business name hereby irrevocably assigns to Client name / business name, effective upon receipt of full payment for such Deliverable, all right, title, and interest in and to such Deliverable, including all copyrights, patents, trademarks, trade secrets, and other intellectual property rights worldwide, in perpetuity. (d) License for Partially-Paid Deliverables. If this Agreement terminates before Client name / business name has paid in full for a Deliverable, Your name / business name grants Client name / business name a non-exclusive, non-transferable, revocable license to use that Deliverable solely for Client name / business name's internal purposes until the outstanding balance is paid, at which point the assignment in Section (c) becomes effective. (e) Agency Portfolio License. Client name / business name grants Your name / business name a non-exclusive, royalty-free, perpetual license to display the Deliverables (excluding any Confidential Information) in Your name / business name's portfolio, case studies, and marketing materials, unless Client name / business name notifies Your name / business name in writing that a specific Deliverable is subject to confidentiality restrictions. (f) Third-Party Content. Your name / business name will obtain all necessary licenses for third-party content (stock images, fonts, music, software) incorporated into Deliverables, and will disclose to Client name / business name any third-party license restrictions that limit Client name / business name's use of the Deliverables. (g) Moral Rights. To the extent permitted by applicable law, Your name / business name waives all moral rights in the Deliverables in favor of Client name / business name. (h) Agency Tools & Methodologies. Notwithstanding the foregoing, Your name / business name retains all right, title, and interest in its proprietary tools, templates, methodologies, know-how, and general processes used to create the Deliverables. Client name / business name's rights are limited to the Deliverables themselves.

CONFIDENTIALITY (a) Definition. "Confidential Information" means all non-public information disclosed by one party ("Discloser") to the other ("Recipient") in connection with this Agreement that is designated as confidential at the time of disclosure, or that a reasonable person would understand to be confidential given the nature of the information and circumstances of disclosure. Without limiting the foregoing, Confidential Information includes: business plans, financial data, pricing, fee structures, customer and prospect lists, proprietary methodologies, software, technical specifications, and personnel information. (b) Exclusions. Confidential Information does not include information that: (i) is or becomes publicly available through no fault of Recipient; (ii) Recipient already knew before receiving it from Discloser, as shown by written records; (iii) Recipient independently develops without use of or reference to the Confidential Information; or (iv) Recipient rightfully receives from a third party without restriction. (c) Obligations. Recipient will: (i) use Discloser's Confidential Information solely to perform or receive the Services under this Agreement; (ii) disclose it only to its employees, contractors, and advisors who have a need to know and who are bound by confidentiality obligations no less protective than this clause; and (iii) protect it with at least the same degree of care it uses for its own confidential information of similar sensitivity, but in no event less than reasonable care. (d) Compelled Disclosure. Recipient may disclose Confidential Information if required by law, court order, or regulatory authority, provided that Recipient: (i) gives Discloser prompt prior written notice to the extent legally permitted; (ii) cooperates with Discloser in seeking a protective order or other appropriate relief; and (iii) discloses only what is legally required. (e) Trade Secrets. Obligations with respect to information that constitutes a trade secret under applicable law (including the Defend Trade Secrets Act, 18 U.S.C. § 1836) will continue for as long as such information remains a trade secret, notwithstanding any shorter survival period stated below. (f) Subcontractors. Your name / business name may share Client name / business name's Confidential Information with approved subcontractors solely to the extent necessary for them to perform work under this Agreement, provided each subcontractor is bound by written confidentiality obligations at least as protective as this clause. (g) Return or Destruction. Upon termination or expiration of this Agreement, or upon Discloser's written request, Recipient will promptly return or securely destroy all of Discloser's Confidential Information (including copies) and certify such return or destruction in writing, except as required by law or for legal-hold purposes. (h) Survival. This Section survives termination or expiration of this Agreement for a period of 3 years, except as provided in Section (e).

REPRESENTATIONS AND WARRANTIES (a) Mutual Representations. Each party represents and warrants to the other, as of the Effective Date and throughout the term of this Agreement, that: (i) Authority. It has the full legal right, power, and authority to enter into this Agreement and to perform its obligations hereunder; (ii) No Conflicts. Its execution, delivery, and performance of this Agreement do not and will not: (A) violate any applicable law, regulation, or court order; or (B) conflict with or result in a breach of any agreement to which it is a party; (iii) Binding Obligation. This Agreement constitutes its legal, valid, and binding obligation, enforceable against it in accordance with its terms; (iv) No Litigation. As of the Effective Date, there is no pending or, to its knowledge, threatened legal proceeding that would materially impair its ability to perform its obligations under this Agreement; and (v) Compliance with Law. It will comply with all applicable laws and regulations in performing its obligations or exercising its rights under this Agreement. (b) Agency Representations. Your name / business name additionally represents and warrants that: (i) Professional Standards. It will perform the Services in a professional and workmanlike manner consistent with industry standards; (ii) Non-Infringement. The materials, methodologies, and content created by Your name / business name (excluding Client-supplied content) will not, to Your name / business name's knowledge, infringe or misappropriate any third party's copyright, trademark, patent, trade secret, or other intellectual property right; (iii) Qualifications. It has the skills, experience, and qualifications necessary to perform the Services; and (iv) No Deceptive Practices. It will not engage in deceptive, unfair, or fraudulent practices in connection with the Services, including practices that violate the FTC Act or any analogous consumer-protection law. (c) Client Representations. Client name / business name additionally represents and warrants that: (i) Content Accuracy. All product descriptions, claims, pricing information, testimonials, and other materials supplied by Client name / business name to Your name / business name for publication or promotion are, to Client name / business name's knowledge, truthful, accurate, and not misleading, and are substantiated by competent and reliable evidence where required by applicable law; (ii) Ownership and Licenses. Client name / business name owns or has obtained all necessary rights, licenses, and permissions for all content, assets, images, trademarks, and data that Client name / business name provides to Your name / business name for use in the Services, and Client name / business name's provision of such materials to Your name / business name does not violate any third party's intellectual property rights; (iii) Regulatory Compliance. Client name / business name's products, services, and business practices comply with all applicable laws and regulations, and Client name / business name is not aware of any pending or threatened regulatory investigation or enforcement action that would affect the permissibility of the Services; (iv) Account Authority. Client name / business name has or will obtain all necessary rights, consents, and authorities to grant Your name / business name access to Client name / business name's systems, accounts, and platforms required to perform the Services; and (v) No Restricted Industry Violations. Client name / business name's products and services do not violate the applicable policies of the platforms on which the Services will be performed. (d) Disclaimer. EXCEPT AS EXPRESSLY STATED IN THIS SECTION, NEITHER PARTY MAKES ANY OTHER WARRANTY, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. Your name / business name DOES NOT WARRANT SPECIFIC BUSINESS OUTCOMES, REVENUE RESULTS, OR OTHER SPECIFIC RESULTS OR OUTCOMES FROM THE SERVICES.

LIMITATION OF LIABILITY (a) Exclusion of Consequential Damages. To the fullest extent permitted by applicable law, neither party will be liable to the other for any indirect, incidental, special, consequential, punitive, or exemplary damages — including lost profits, lost revenue, loss of business opportunity, loss of data, or harm to reputation — arising out of or related to this Agreement, even if the party has been advised of the possibility of such damages and even if a limited remedy fails of its essential purpose. (b) Aggregate Cap. Each party's total aggregate liability to the other arising out of or related to this Agreement — whether in contract, tort (including negligence), strict liability, or otherwise — will not exceed the total fees actually paid or payable by Client name / business name to Your name / business name during the Cap look-back period (months)-month period immediately preceding the event giving rise to the claim, or Minimum cap floor amount (e.g. $5,000), whichever is greater. (c) Exceptions. The limitations in Sections (a) and (b) do not apply to: (i) a party's obligation to indemnify the other for third-party claims of intellectual property infringement under the Mutual Indemnification clause; (ii) liability arising from a party's gross negligence or willful misconduct; (iii) a party's obligations under the Data Protection and Confidentiality clauses with respect to a data breach caused by that party's failure to maintain reasonable security; or (iv) a party's obligation to pay amounts owed under this Agreement. (d) Basis of the Bargain. Each party acknowledges that the limitations in this Section reflect a reasonable allocation of risk, are an essential element of the basis of the bargain between the parties, and that Your name / business name would not have entered into this Agreement without these limitations.

MUTUAL INDEMNIFICATION (a) Agency Indemnification. Your name / business name will defend, indemnify, and hold harmless Client name / business name and its officers, directors, employees, and agents ("Client Indemnitees") from and against any third-party claims, suits, proceedings, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) ("Losses") arising out of or related to: (i) any material breach by Your name / business name of its representations, warranties, or obligations under this Agreement; (ii) Your name / business name's infringement of a third party's intellectual property rights through materials created solely by Your name / business name and not based on Client-supplied content; (iii) Your name / business name's violation of applicable law in performing the Services; or (iv) Your name / business name's gross negligence or willful misconduct. (b) Client Indemnification. Client name / business name will defend, indemnify, and hold harmless Your name / business name and its officers, directors, employees, subcontractors, and agents ("Agency Indemnitees") from and against any Losses arising out of or related to: (i) any material breach by Client name / business name of its representations, warranties, or obligations under this Agreement; (ii) Client-supplied materials, content, product claims, pricing information, images, or data that infringe a third party's intellectual property rights or constitute false, misleading, or unsubstantiated claims under applicable law; (iii) Client name / business name's violation of applicable law; or (iv) Client name / business name's gross negligence or willful misconduct. (c) Indemnification Procedure. The indemnified party will: (i) promptly notify the indemnifying party in writing of any claim for which indemnification is sought (provided that delay in notice reduces the indemnification obligation only to the extent the indemnifying party is materially prejudiced by the delay); (ii) give the indemnifying party sole control of the defense and settlement of the claim, provided that no settlement that imposes any obligation, restriction, or liability on the indemnified party may be entered without the indemnified party's prior written consent, not to be unreasonably withheld; and (iii) provide reasonable cooperation and assistance at the indemnifying party's expense. (d) Interaction with Liability Cap. The indemnification obligations in this Section are subject to the aggregate liability cap set forth in the Limitation of Liability clause, except for claims arising from a party's gross negligence or willful misconduct, which are not subject to that cap.

SUBCONTRACTORS (a) Right to Subcontract. Your name / business name may engage subcontractors and independent contractors ("Subcontractors") to assist in performing the Services, provided that Your name / business name remains responsible for the quality and timely delivery of all work performed by its Subcontractors and for any breach of this Agreement caused by a Subcontractor. (b) Approval for Platform Access. Your name / business name will not permit any Subcontractor to access Client name / business name's software platforms, systems, accounts, or other third-party platform credentials without Client name / business name's prior written approval (which may be given by email and will not be unreasonably withheld or delayed). (c) Flow-Down Obligations. Your name / business name will, by written agreement with each Subcontractor, impose obligations on the Subcontractor that are at least as protective as those set forth in this Agreement with respect to: (i) Confidentiality — protecting Client name / business name's Confidential Information to the same standard as required of Your name / business name; (ii) Intellectual property — assigning to Your name / business name (for flow-through assignment to Client name / business name) all work product and intellectual property created by the Subcontractor as part of the Services; (iii) Data protection — handling personal data in accordance with applicable privacy laws and the data-protection obligations in this Agreement, to the extent the Subcontractor processes personal data; (iv) Non-disclosure — prohibiting the Subcontractor from using Client name / business name's Confidential Information or work product for any purpose other than performing the Services under this Agreement; and (v) Return of materials — returning or destroying Client name / business name's Confidential Information and credentials upon completion of the subcontracted work or upon request. (d) No Additional Cost. Unless otherwise agreed, Your name / business name's use of Subcontractors does not entitle it to charge additional fees beyond those stated in this Agreement. (e) Client Veto. If Client name / business name reasonably objects in writing to a specific Subcontractor (for example, due to a documented conflict of interest or security concern), Your name / business name will use commercially reasonable efforts to replace that Subcontractor within 15 business days without disrupting the Services. (f) Agency Liability. Your name / business name is liable to Client name / business name for the acts and omissions of its Subcontractors to the same extent as if Your name / business name had performed the relevant work itself.

DISPUTE RESOLUTION (a) Good-Faith Negotiation. Before initiating any formal dispute proceeding, the parties will attempt to resolve any dispute, controversy, or claim arising out of or relating to this Agreement ("Dispute") through good-faith negotiation. Either party may initiate this step by delivering written notice to the other describing the Dispute in reasonable detail ("Dispute Notice"). Senior representatives of each party with authority to resolve the Dispute will meet (in person, by phone, or by videoconference) within 10 business days of the Dispute Notice and attempt to resolve the matter in good faith for a period of 30 business days from the date of the Dispute Notice (or longer, if agreed in writing). (b) Mediation. If the Dispute is not resolved through negotiation within the timeframe in Section (a), either party may submit it to non-binding mediation administered by Mediation provider (e.g. JAMS, AAA) (or, if the parties cannot agree on a provider, by the American Arbitration Association under its Commercial Mediation Procedures). The mediation will take place in Mediation city, Mediation state. The parties will share mediator fees equally. Each party will bear its own legal fees for the mediation. (c) Binding Arbitration. If the Dispute is not resolved through mediation within 60 days after the appointment of the mediator, either party may demand binding arbitration. Arbitration will be administered by Arbitration provider (e.g. JAMS, AAA) under its then-current Arbitration rules (e.g. Commercial Arbitration Rules), before a single arbitrator. The arbitration will take place in Arbitration city, Arbitration state. The arbitrator's decision will be final and binding and may be entered as a judgment in any court of competent jurisdiction. The parties agree that the arbitration — including its existence, proceedings, and any award — is confidential. (d) Exceptions to Arbitration. Either party may seek emergency injunctive or other equitable relief from a court of competent jurisdiction without first completing the negotiation or mediation steps, to prevent irreparable harm — including to protect Confidential Information or intellectual property — pending the outcome of arbitration. (e) Small Claims. Either party may bring a Dispute in small claims court if the amount in controversy falls within that court's jurisdictional limit. (f) Class Action Waiver. Each party waives any right to bring or participate in any class action, class arbitration, or representative proceeding relating to this Agreement. (g) Governing Law for Arbitration. The arbitration will be governed by the Federal Arbitration Act (9 U.S.C. §§ 1–16) and, where not preempted, by the laws of Governing law state (e.g. New York).

GOVERNING LAW; JURISDICTION; VENUE (a) Governing Law. This Agreement and any dispute arising out of or related to it — including its formation, interpretation, performance, breach, or termination — will be governed by and construed in accordance with the laws of the State of Governing law state (e.g. New York), without regard to its conflict-of-law provisions. (b) Consent to Jurisdiction. Each party irrevocably submits to the exclusive personal jurisdiction of the state and federal courts located in Venue county (e.g. New York) County, Governing law state (e.g. New York) for any action or proceeding arising out of or relating to this Agreement that is not subject to arbitration under the Dispute Resolution clause (if any). (c) Venue. Each party waives any objection to the laying of venue in the courts identified in Section (b), and waives any claim that such courts are an inconvenient forum. (d) Service of Process. Service of process in any such action may be made by any method authorized by the applicable court rules or by mailing a copy of the summons and complaint by registered or certified mail, return receipt requested, to the party's address set forth in this Agreement. (e) Prevailing Party. In any dispute arising under this Agreement, the prevailing party is entitled to recover its reasonable attorneys' fees and costs from the non-prevailing party, unless the parties have agreed to a different allocation in the Dispute Resolution clause.

19.1 General Restriction. Neither Party may assign, delegate, or transfer any of its rights or obligations under this Agreement, in whole or in part, without the other Party's prior written consent, which will not be unreasonably withheld or delayed. 19.2 M&A Exception. Notwithstanding Section 19.1, either Party may assign this Agreement without consent in connection with a merger, acquisition, change of control, or sale of all or substantially all of the assets to which this Agreement relates, provided that: (a) the assignee assumes all obligations of the assigning Party under this Agreement; and (b) the assigning Party provides the other Party written notice within thirty (30) days of the assignment. 19.3 Void Assignment. Any purported assignment in violation of this Section is void. 19.4 Binding Effect. This Agreement is binding upon and inures to the benefit of the Parties and their permitted successors and assigns.

20.1 Form. All notices, requests, demands, consents, and other communications required or permitted under this Agreement ("Notices") must be in writing. 20.2 Delivery Methods. Notices may be delivered by: (a) personal delivery; (b) nationally recognized overnight courier (e.g., FedEx, UPS); (c) certified or registered mail, return receipt requested, postage prepaid; or (d) email to the address specified below, provided that the sender retains proof of transmission and does not receive an automated bounce or delivery-failure notification within twenty-four (24) hours. 20.3 Effectiveness. Notices are effective: (a) upon personal delivery; (b) one (1) business day after deposit with overnight courier; (c) three (3) business days after deposit in the mail; or (d) on the day of email transmission if sent by 5:00 PM recipient's local time on a business day, or on the next business day if sent after 5:00 PM or on a non-business day. 20.4 Addresses. To Provider: Your name / business name, Provider Notice Address, Email: Provider Legal/Notice Email To Customer: Client name / business name, Customer Notice Address, Email: Customer Legal/Notice Email Either Party may change its notice address by providing written notice to the other in accordance with this Section.

21.1 Integration. This Agreement, together with all SOWs, Change Orders, and exhibits executed hereunder, constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, negotiations, representations, warranties, and understandings, whether written or oral, relating to the same subject matter. 21.2 No Oral Modifications. No oral statement, prior course of dealing, trade usage, or conduct will be used to supplement, interpret, or contradict the written terms of this Agreement. 21.3 Purchase Orders. Any terms set forth in Customer's purchase orders, vendor registration forms, or similar documents are of no force or effect and do not modify this Agreement unless expressly incorporated into a signed SOW or Change Order. 21.4 Results Representations. Customer acknowledges that no employee, agent, or representative of Provider has authority to guarantee specific results or outcomes, and that any such representation made outside this Agreement is not binding on Provider.

22.1 Electronic Signatures. This Agreement and any SOW or amendment may be signed by electronic signature, including signatures created through E-Signature Platform (e.g., DocuSign, HelloSign) or any other electronic signature service compliant with the Electronic Signatures in Global and National Commerce Act (E-SIGN Act), 15 U.S.C. § 7001 et seq., and the Uniform Electronic Transactions Act (UETA) as enacted in the applicable jurisdiction. Electronic signatures have the same legal effect as original handwritten signatures. 22.2 Counterparts. This Agreement may be executed in one or more counterparts, each of which will be deemed an original, and all of which together will constitute one and the same instrument. Delivery of an executed counterpart by electronic transmission (including PDF or electronic signature platform delivery) is equally effective as delivery of a manually executed counterpart.

1. Reimbursable Expenses. Client name / business name will reimburse Provider for reasonable, documented, pre-approved out-of-pocket expenses incurred in connection with the Services, including: (a) travel (airfare, ground transportation, lodging) when Client name / business name requires Provider's on-site presence; (b) meals during travel days; (c) materials, supplies, or third-party services purchased specifically for Client name / business name's project and not usable for other Provider engagements; and (d) other expenses expressly identified as reimbursable in the applicable Statement of Work. 2. Pre-Approval Requirement. Provider will obtain Client name / business name's written approval before incurring any single expense exceeding Single-Expense Pre-Approval Threshold ($), or cumulative expenses exceeding Cumulative Monthly Pre-Approval Threshold ($) in any calendar month. Approval may be given via email. Expenses incurred without required pre-approval are not reimbursable. 3. Documentation. Provider will submit expense reimbursement requests with supporting documentation (receipts, invoices, mileage logs) attached. Reimbursement requests must be submitted within 30 days of the expense being incurred; late requests may be denied. 4. Reimbursement Timing. Client name / business name will reimburse approved expenses within 30 days of Provider's submission of a compliant reimbursement request. Reimbursement may be included in the next regular invoice or paid separately, at Client name / business name's election. 5. Travel Standards. Unless otherwise agreed in writing: (a) airfare will be reimbursed at economy-class rates for flights under 6 hours and premium-economy or business-class rates for longer flights; (b) lodging will be reimbursed at mid-tier business hotel rates (equivalent to a nationally recognized 3- or 4-star chain) in the destination city; (c) ground transportation will be reimbursed at actual cost for rideshare, taxi, or rental car; (d) meals will be reimbursed at actual reasonable cost, not to exceed Daily Meal Reimbursement Limit ($) per day. 6. Non-Reimbursable Expenses. The following are not reimbursable: (a) Provider's ordinary office overhead (rent, utilities, general office supplies, internet, phone); (b) Provider's employee salaries or contractor fees; (c) capital equipment purchases; (d) expenses incurred for Provider's convenience rather than at Client name / business name's request; and (e) any expense that is included in Provider's fee structure.

INSURANCE (a) Agency Insurance. During the term of this Agreement, Your name / business name will obtain and maintain, at its own expense, the following insurance coverages from insurers with an AM Best rating of A- VII or better: (i) Professional Liability / Errors & Omissions (E&O): not less than E&O / professional liability limit per claim (e.g. $1,000,000) per claim and in the aggregate, covering claims arising from professional services rendered under this Agreement; (ii) Commercial General Liability (CGL): not less than CGL per-occurrence limit (e.g. $1,000,000) per occurrence and CGL aggregate limit (e.g. $2,000,000) in the aggregate; (iii) Cyber Liability: not less than Cyber liability limit per claim (e.g. $1,000,000) per claim, covering data breaches, network security failures, and unauthorized access to systems or data; and (iv) Workers' Compensation and Employer's Liability: as required by applicable law. (b) Additional Insured. Your name / business name will cause Client name / business name to be named as an additional insured on its Commercial General Liability policy. (c) Certificates. Upon Client name / business name's request (and prior to commencing Services), Your name / business name will provide Client name / business name with certificates of insurance evidencing the coverages required above, along with endorsements confirming additional-insured status where applicable. (d) Notice of Cancellation. Your name / business name will ensure that each policy provides at least 30 days' advance written notice to Client name / business name of any cancellation, material reduction in coverage, or non-renewal. (e) Subcontractors. Your name / business name will require its subcontractors who perform work under this Agreement to maintain Professional Liability and Commercial General Liability insurance at levels reasonably commensurate with the work they perform. (f) Client Insurance. Client name / business name is solely responsible for maintaining its own insurance coverages, and nothing in this Agreement obligates Your name / business name to maintain coverage on Client name / business name's behalf.