Consulting Services Statement of Work

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.

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.

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).

In the event of a conflict between documents comprising this Agreement, the following order of precedence applies (highest to lowest): (1) any executed Change Order, but only with respect to the specific provision it expressly modifies; (2) the applicable Statement of Work (SOW), but only with respect to the specific Services it covers; (3) the Cover Page (if applicable); (4) these Standard Terms. This order of precedence does not apply to Section [limitation-of-liability] or Section [disclaimer-of-warranties], which control in all cases notwithstanding any contrary term in an SOW or Change Order unless the SOW or Change Order expressly states that it increases the liability cap.