Business Services Agreement

Version: 2.1Provider: New Age Consulting, LLC, a Missouri limited liability company ("NAC")Client: the organization named in the signature block below or in a signed Statement of Work ("Client")Effective date: the date the last party signs

This agreement sets the standing terms for work NAC does for Client. Each project is described in a separate Statement of Work. Read Sections 6 (payment), 7 (acceptance), 8 (warranty) and 9 (limitation of liability) closely: they decide who carries which risks.

1. Who this agreement is for

1.1 Business clients only. This agreement is for clients that are organizations: corporations, LLCs, partnerships, nonprofits and similar entities. An individual buying in their own name, including a sole proprietor, uses NAC's consumer agreement instead, whatever purpose they state.

1.2 Business purpose. Client represents that it is buying these services for its business, not for personal, family or household use.

1.3 Authority. The person who signs for Client represents that they are authorized to bind Client to this agreement and to each SOW and Change Order they sign. Client is responsible for anyone it names as a project lead, approver or notice contact acting within that role.

1.4 Who can bind NAC. Only NAC's authorized signer, currently Noah Hicks, Member, can sign a contract, accept other contract terms, agree a material change to price, scope, a committed deadline, ownership or security obligations, or waive a right on NAC's behalf. A project contact may give routine instructions within the agreed scope under Section 4.3. An owner-approved quote is an offer on its stated terms, not a signed project contract. NAC-issued invoices, delivery notices, reminders and other formal notices have the effect this contract gives them, including when an authorized system delivers them. Unapproved AI replies, drafts, website descriptions and demonstrations do not make a new commitment or change this contract.

2. How the documents fit together

2.1 The contract. The contract for a project is this agreement, the signed Statement of Work for it ("SOW"), and any signed Change Orders to that SOW.

2.2 Order of precedence. If documents conflict, a signed Change Order controls over its SOW, and an SOW controls over this agreement, but only where the SOW or Change Order names the section of this agreement it changes. Otherwise this agreement controls.

2.3 Other terms. Client's purchase orders, vendor-portal registrations and invoice-approval requirements do not change this contract unless NAC's authorized signer expressly accepts the conflicting terms in writing. Routine use of an approved service or access account is not authority to accept new indemnities, payment terms or other material commitments for NAC. NAC's website terms govern the site separately; its Privacy Notice explains its practices. Neither changes this project contract unless this agreement or an SOW expressly says so.

3. Services

3.1 Services by SOW. NAC will provide the services and deliverables described in each signed SOW (the "Services" and "Deliverables"). NAC has no duty to perform work that is not in a signed SOW or Change Order.

3.2 Feasibility verdicts. Each SOW lists every item Client asked for, with one of three verdicts: Buildable now, Partly buildable or Not yet. Only work marked Buildable now, and the buildable part of work marked Partly buildable, is in scope and priced. An unpriced item marked Not yet is not a promised Deliverable. A new dependency or changed requirement that materially affects the agreed work goes through Section 4. A changed verdict does not, by itself, excuse NAC from performing work it already promised or remove Client's remedies under Sections 7 and 8.

3.3 Dates. Dates in an SOW are good-faith estimates unless the SOW calls a date a deadline. Dates move by at least the length of any Client delay (Section 5.2) and any suspension (Section 6.9).

3.4 How NAC works. NAC decides how to perform the Services, including which tools, AI systems and subcontractors to use, as long as it meets the SOW. NAC may use subcontractors who are bound by written confidentiality duties at least as protective as Section 12. NAC remains responsible for their work under this agreement.

4. Change control

4.1 What counts as a change. A change materially alters the agreed outcome, Deliverables, acceptance tests, price or payment schedule, a committed deadline, ownership, security or data obligations, or support. A new integration, environment, Client dependency or failed assumption is a change only if it has that material effect. Routine implementation choices that still meet the SOW are not changes. Correcting NAC's failure to meet an existing promise is not extra paid scope merely because NAC's estimate or feasibility judgment was wrong.

4.2 Change Orders. Either party may propose a change in writing. NAC will reply with a written Change Order stating the effect on scope, price, dates, payment and acceptance tests. A change binds only when both parties sign the Change Order. NAC does not have to perform, and Client does not have to pay for, a change until then.

4.3 Routine project decisions. NAC may select and adjust tools, implementation details and the order of tasks within the SOW. The named project contacts may confirm routine instructions and a target-date adjustment of 10 business days or less by email or in the project record, without a signed Change Order, if there is no new fee or material change described in Section 4.1. This does not change a date expressly called a deadline, the acceptance tests, ownership or security obligations, or authorize unpriced work. NAC records any adjustment that affects Client's review or dependencies.

4.4 Work continues. Until a Change Order is signed, NAC may continue the unchanged work, or pause work that the proposed change would affect. A pause caused by a change Client requested counts as Client delay.

5. Client responsibilities

5.1 Timely, accurate input. Client will provide the inputs, content, decisions, approvals, reviewers and access listed in the SOW by the dates stated there, or within 5 business days of NAC's written request if no date is stated. Client is responsible for the accuracy of what it provides.

5.2 Client delay. If Client is late with something NAC needs:

• (a) the affected dates move by at least the length of the delay, and NAC may reschedule the work to its next open start date;
• (b) if a required input is more than 7 calendar days late after NAC's written request, NAC may treat the delay as a change under Section 4; and
• (c) if a project is stalled for 30 calendar days by Client delay after NAC gives written notice that this clause may apply, NAC may close the project by written notice. On closing, NAC invoices for work performed to date (Section 17.5) and delivers the paid work in its current state. Restarting needs a new SOW or Change Order.

5.3 Lawful materials and data. Client will provide only materials and data it has the right to provide and to let NAC use for the Services. Client is responsible for giving any notices and getting any consents that its own customers, staff or others are owed, including for any data NAC processes on Client's behalf.

5.4 Data NAC does not accept by default. Unless an SOW expressly accepts a category and states the controls, Client will not send NAC: Social Security numbers; government ID numbers or images; financial account or card numbers with their access codes; health, medical, health-insurance or biometric data; data about children under 13; or classified or export-controlled material. Credentials are governed by Section 5.6 and must never be put in a public form, chat, email or project document. If excluded data arrives anyway, NAC may pause the affected work, restrict access and arrange its return or secure deletion as appropriate. This does not remove NAC's duties of reasonable care, required preservation or applicable law.

5.5 Client owns its accounts. Client keeps ownership and administrative control of its own accounts, such as domains, hosting, email, payment processors, analytics and software subscriptions. Client pays those providers directly, unless an SOW says otherwise. Client is responsible for those providers' terms, charges and outages.

5.6 Scoped access, not shared credentials. Where NAC needs access to a Client system, Client will create a named user or collaborator role with the least access the work needs. If that is impractical for a particular integration, the SOW may identify a credential type, the reason, an owner-approved private vault or scoped access method, its storage controls and its removal date. The credential's value is never written in the SOW, public forms, chat, email, logs or ordinary project files. Client enters or shares it through that approved private method itself. NAC may refuse unsafe access. At handoff, NAC lists the access it holds and removes any credential it promised to remove; Client is responsible for revoking access it no longer wants NAC to have.

5.7 Backups and decisions. Client is responsible for backing up its own systems and data, for deciding whether and how to use the Deliverables in its business, and for its own legal, tax, regulatory and industry compliance. Deliverables are not legal, tax, accounting, medical, investment or other licensed professional advice.

6. Fees, payment and late charges

6.1 Fees. Client will pay the fees, travel charges and expenses in each SOW, on the payment schedule the SOW states.

6.2 Payments and start. NAC need not start, schedule or hold a start date until this agreement and the SOW are signed and any payment due for the initial work has cleared. NAC need not start a later phase until the payment due before that phase has cleared. The SOW states whether payment is upfront, by deposit and milestones, or another expressly agreed schedule; no schedule authorizes automatic recurring charges by itself.

6.3 Due dates. Each invoice states its due date. If an invoice or SOW states none, the invoice is due 7 calendar days after it is issued.

6.4 Methods. Client may pay by ACH or wire at no charge, or by any other method the SOW or invoice allows. NAC may limit card payments by amount. NAC does not add a card surcharge.

6.5 Taxes. Fees do not include sales, use, excise or similar taxes. If any such tax applies to the Services, Client will pay it, except taxes on NAC's income.

6.6 Expenses. Travel and other expenses are charged only as the SOW allows, at cost and without markup. Estimated travel expenses are invoiced in advance. NAC reconciles them against receipts within 10 business days after the trip and then refunds any unused estimate or invoices the difference.

6.7 Disputed invoices. Client should tell NAC in writing within 7 calendar days of receiving an invoice if it disputes it in good faith, identify the disputed items and explain why, and pay the undisputed part by the due date. The parties aim to resolve the dispute within 10 business days. The seven-day request is for prompt administration, not a forfeiture of a valid claim or a shortened time to bring a legal action. A dispute does not excuse payment for properly performed, undisputed work.

6.8 Late charges. An undisputed amount not paid by its due date accrues simple interest at 10% per year (about 0.83% per month) from the due date until paid, or at the highest rate the law allows, if that is lower. NAC charges no other late fee. Client will also pay NAC's reasonable costs of collecting overdue undisputed amounts, including reasonable attorney's fees and collection-agency fees.

6.9 Suspension for non-payment. If an undisputed amount is overdue, NAC may send written notice. If Client has not paid within 5 business days after that notice, NAC may suspend some or all work under any SOW until Client pays in full, including interest. During a suspension:

• (a) dates move by at least the length of the suspension, plus the time NAC reasonably needs to restart, and NAC may reschedule to its next open start date;
• (b) NAC may withhold Deliverables and licenses that have not been paid for; and
• (c) NAC will not delete, hold back or block access to Client's own data or Client-owned accounts. It may remove its own access to them.

Suspension is not a breach by NAC and does not end Client's duty to pay.

6.10 No set-off. Client may not withhold or deduct amounts owed under one SOW because of a claim under another, unless NAC agrees in writing.

7. Delivery, acceptance and the correction period

7.1 Acceptance tests. Each Deliverable in an SOW has written acceptance tests: an observable result that shows it is done. Acceptance is decided against those tests only.

7.2 Delivery notice. When a Deliverable is ready for review, NAC will send Client a written delivery notice by email to Client's notice address or through NAC's client portal (with an email alert). The notice will:

• (a) identify the Deliverable and where to review it;
• (b) include or link the results of its acceptance tests;
• (c) state the review deadline as a calendar date ending at 11:59:59 p.m. Central time, which is the number of business days after the notice that the SOW states (5 business days if the SOW states none) (the "Review Window"); and
• (d) say that the Deliverable will be treated as accepted if Client does not respond by that date.

7.3 Client's review. Before the review deadline, Client will either accept the Deliverable in writing or send a written failure notice. A failure notice must list each acceptance test the Deliverable fails, with enough detail for NAC to reproduce the failure in the environment the SOW describes. Changed preferences, new requirements and issues that do not fail an acceptance test are not failures. NAC will handle them as changes.

7.4 Reminder. NAC will send one reminder at least 2 business days before the review deadline. Without a reminder, silence does not count as acceptance. If the reminder is late, Client has until the later of the original deadline and the end of the second business day after NAC sends it, at 11:59:59 p.m. Central time. NAC states the resulting deadline and never shortens the original review period.

7.5 Correcting failures. NAC will correct each failure that it can reproduce and that is within scope, then deliver again with a new notice under Section 7.2. The new review covers only the corrected items and the tests they affect.

7.6 When a Deliverable is accepted. A Deliverable is accepted at the earliest of:

• (a) Client's written acceptance;
• (b) the review deadline passing without a failure notice that meets Section 7.3; or
• (c) Client using the Deliverable in production, meaning with real customers, real data or in Client's live operations, except for testing the SOW expressly allows.

7.7 Correction period. For 14 calendar days after a Deliverable is accepted (the "Correction Period"), Client may tell NAC in writing that it fails an acceptance test written into the SOW. NAC will fix a failure it can reproduce at no charge, within a reasonable time. The Correction Period does not cover:

• (a) changed preferences or new requirements;
• (b) problems caused by other vendors, third-party services, AI model or provider changes, or Client's systems;
• (c) problems caused by changes made by anyone other than NAC; or
• (d) use outside the environment and data assumptions stated in the SOW.

Work after the Correction Period, or outside it, is new work unless another promise or non-waivable right applies. It needs a Change Order, a new SOW or a support plan. The Correction Period defines this included correction service; it does not shorten the legal time to bring a claim.

7.8 Acceptance and payment. Acceptance triggers any payment the SOW ties to acceptance. A request made during the Correction Period does not delay that payment.

8. Warranty and disclaimer

8.1 NAC's promises. NAC promises that:

• (a) when accepted, each Deliverable will pass its acceptance tests in the environment the SOW describes;
• (b) NAC has the right to grant the rights it grants in Section 11; and
• (c) NAC will not knowingly include malicious code in a Deliverable.

8.2 Client's remedy. If NAC breaks the promise in Section 8.1(a), Client's only remedy is the correction in Section 7.7. If NAC cannot make a correction within 30 days after Client's timely notice, either party may remove the affected Deliverable from the SOW by written notice. NAC will then refund the fees Client paid for that Deliverable, and Client will stop using it.

8.3 DISCLAIMER. EXCEPT FOR THE PROMISES IN SECTION 8.1, NAC PROVIDES THE SERVICES AND DELIVERABLES "AS IS" AND MAKES NO OTHER WARRANTY, EXPRESS OR IMPLIED. NAC DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND ANY WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

8.4 No guaranteed results. NAC does not promise any business result, including revenue, savings, leads, search rankings, regulatory approval, uninterrupted or error-free operation, or the accuracy or availability of any AI model, third-party service or platform.

9. LIMITATION OF LIABILITY

READ THIS SECTION CAREFULLY. IT LIMITS WHAT EACH PARTY CAN RECOVER FROM THE OTHER, INCLUDING FOR THE OTHER PARTY'S NEGLIGENCE.

9.1 NO INDIRECT DAMAGES. NEITHER PARTY IS LIABLE TO THE OTHER FOR LOST PROFITS, LOST REVENUE, LOST SAVINGS, LOSS OR CORRUPTION OF DATA, BUSINESS INTERRUPTION, LOSS OF GOODWILL, COST OF SUBSTITUTE SERVICES, OR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, EVEN IF IT WAS TOLD THEY WERE POSSIBLE.

9.2 CAP. EACH PARTY'S TOTAL LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO AN SOW, OR TO THIS AGREEMENT AS IT APPLIES TO THAT SOW, WILL NOT EXCEED THE FEES CLIENT ACTUALLY PAID NAC UNDER THAT SOW IN THE 12 MONTHS BEFORE THE FIRST EVENT GIVING RISE TO LIABILITY.

9.3 ALL CLAIMS, INCLUDING NEGLIGENCE. SECTIONS 9.1 AND 9.2 APPLY TO EVERY KIND OF CLAIM, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND EVEN IF A LIMITED REMEDY FAILS OF ITS PURPOSE.

9.4 EXCEPTIONS. SECTIONS 9.1 AND 9.2 DO NOT LIMIT:

• (a) CLIENT'S DUTY TO PAY FEES, EXPENSES, TAXES, INTEREST AND COLLECTION COSTS;
• (b) CLIENT'S OBLIGATIONS UNDER SECTION 10 (CLIENT'S INDEMNITY);
• (c) CLIENT'S USE OF NAC'S BACKGROUND TECHNOLOGY BEYOND THE LICENSE IN SECTION 11;
• (d) A PARTY'S LIABILITY FOR FRAUD, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT; OR
• (e) ANY LIABILITY THAT THE LAW DOES NOT ALLOW TO BE LIMITED.

Ordinary claims that NAC infringed or misappropriated intellectual property remain subject to Sections 9.1 and 9.2, except where Section 9.4(d) or (e) applies. Any higher IP undertaking must be expressly agreed by NAC's authorized signer in an SOW that identifies the change to this Section.

9.5 NAC IS THE CONTRACTING PARTY. NO MEMBER, MANAGER, EMPLOYEE OR SUBCONTRACTOR GIVES A PERSONAL GUARANTEE. TO THE EXTENT THE LAW ALLOWS, CLIENT WILL BRING CONTRACT CLAIMS ABOUT THE SERVICES AGAINST NAC, NOT THOSE PEOPLE PERSONALLY. THIS DOES NOT EXCLUDE LIABILITY FOR A PERSON'S OWN FRAUD, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, OR ANY OTHER LIABILITY THE LAW DOES NOT ALLOW TO BE EXCLUDED.

9.6 Why. The fees reflect this allocation of risk. NAC would charge more, or not take the work, without it.

10. Client's indemnity

10.1 What Client covers. Client will defend NAC and its members, managers, employees and subcontractors against any third-party claim, and pay the resulting damages, settlements, fines and reasonable attorney's fees, to the extent the claim arises from:

• (a) Client Materials, or data Client provided or directed NAC to use;
• (b) Client's instructions, or use of the Deliverables in a way the SOW did not describe;
• (c) Client's breach of Section 5.3, 5.4 or 5.6; or
• (d) Client's products, services or dealings with its own customers.

10.2 Exception. Client does not have to cover a claim to the extent it was caused by NAC's gross negligence or willful misconduct.

10.3 Process. NAC will tell Client promptly about a claim and cooperate reasonably, at Client's expense. A delay in notice reduces Client's duty only to the extent the delay harmed Client. Client controls the defense but may not settle in a way that admits fault by NAC, or imposes a duty or payment on NAC, without NAC's written consent. NAC may join with its own counsel at its own expense.

11. Intellectual property

11.1 Client Materials. Client keeps all rights in the materials, content, data, trademarks and systems it provides ("Client Materials"). Client gives NAC a non-exclusive license to use them only to perform the Services.

11.2 Client owns the Deliverables it pays for. The SOW identifies the "Client-Owned Deliverables." When Client has paid in full all fees due for a Client-Owned Deliverable, NAC assigns to Client all of NAC's rights in it, except the Background Technology in it. For sprint-based work, full payment means payment for the sprint in which the Deliverable was made. Until then, NAC owns the work product. Client may use it only to review and test it.

11.3 NAC keeps its tools and know-how. NAC keeps all rights in everything it owned or developed before or apart from the SOW, and in its general-purpose code, components, templates, prompts, agent configurations, workflows, methods, documentation patterns and know-how, including improvements to them made during the project that are not specific to Client and do not contain Client's Confidential Information ("Background Technology"). The SOW lists known Background Technology embedded in the Deliverables.

11.4 Client's license to Background Technology. When Client has paid in full for a Deliverable, NAC grants Client a perpetual, worldwide, non-exclusive, royalty-free license to use, copy and modify the Background Technology embedded in it as part of that Deliverable for the use the SOW describes. That includes offering Client's purchased end product to its customers where that is the agreed use. Client may allow its users and service providers the access necessary for that use and transfer this license with the Deliverable to a successor of the business it serves. Client may not extract, sell, sublicense or offer NAC's Background Technology as a standalone tool or service.

11.5 Third-party and open-source components. Third-party services and open-source components remain under their own licenses and terms, which Client accepts by using them. NAC will identify material ones in the SOW or at handoff.

11.6 AI-generated material. Some Deliverable content may be produced with AI tools. NAC does not promise that any part of a Deliverable qualifies for copyright or other legal protection. This does not reduce the promise in Section 8.1(b).

11.7 Feedback and reviews. Client gives NAC a non-exclusive, perpetual license to use suggestions Client makes about NAC's services to improve them. This license does not cover any review Client or its people publish, and it gives NAC no ownership of anything anyone writes.

11.8 General skills. Nothing stops NAC from using the general skills, ideas and experience it gains, or from doing similar work for others, as long as it does not use Client's Confidential Information or Client-Owned Deliverables.

12. Confidentiality

12.1 What is covered. "Confidential Information" is non-public information one party (the discloser) shares with the other (the recipient) that is marked confidential or that a reasonable person would understand to be confidential. It includes Client Materials, NAC's pricing and Background Technology source code, and the terms of each SOW.

12.2 Duties. The recipient will use Confidential Information only for this relationship, protect it with at least reasonable care, and share it only with its own people, subcontractors and professional advisers who need it and are bound by confidentiality duties at least as protective as these.

12.3 Exceptions. These duties do not cover information that the recipient already knew lawfully, that becomes public through no fault of the recipient, that it develops independently, or that it receives lawfully from someone without a duty of confidence.

12.4 Legally required disclosure. The recipient may disclose Confidential Information when the law or a court requires it. Where the law allows, it will give the discloser prompt notice first and disclose only what is required.

12.5 Return and deletion. On written request after an SOW ends, the recipient will return or delete the discloser's Confidential Information. It may keep copies in routine backups until they rotate out, and records it must keep by law or needs as evidence, such as signed agreements, signing evidence, invoices, payment and acceptance records. Those copies stay confidential.

12.6 Duration. These duties last while any SOW is active and for 3 years after the last one ends. For trade secrets, they last as long as the information stays a trade secret.

13. Data, security incidents and recordings

13.1 Use of Client data. NAC will use personal information it receives from or for Client only to perform the Services, keep required records and meet legal duties. NAC does not sell it.

13.2 Security. NAC will use security measures reasonable for its size and the work, including named and scoped access, multifactor authentication where the service supports it, and keeping client organizations separate from each other.

13.3 Incidents. If NAC learns that unauthorized access to Client personal information that NAC holds for Client may have occurred, NAC will tell Client promptly, and in any case as fast as applicable law requires, then share the facts it reasonably can and cooperate. Client, as the owner of the data, decides on and gives any notices to affected people and regulators, unless the parties agree otherwise in writing. Each party bears its own costs, subject to Section 9.

13.4 Recordings. NAC records or transcribes a meeting, or uses an AI note-taker, only after every participant has been told and has agreed. NAC will announce the recording at its start. Client will not record NAC's meetings without the same notice and agreement.

14. AI-assisted work

14.1 Disclosure. NAC uses AI systems and automated agents to research, draft, build, test, document and support its work. Noah Hicks reviews material Deliverables before NAC releases them.

14.2 Unapproved AI output is not a commitment. An AI reply, draft or estimate on its own is not a new price, contract change or professional opinion. This does not erase the effect of an owner-approved quote, signed contract or formal notice issued under Sections 1.4 and 20. Routine authorized automation may deliver those records; it cannot approve new commercial terms for NAC.

14.3 Client's review. AI output can be wrong. Where a Deliverable includes AI features that generate content or decisions for Client's business, Client is responsible for reviewing that output before relying on it, and for any disclosures its own customers are owed about AI use.

14.4 Project data and training. NAC does not use Client's Confidential Information to train or fine-tune AI models unless Client expressly agrees in the SOW. For that information, NAC selects suitable business/API service terms and available no-training controls consistent with the project's purpose and confidentiality duties. Provider processing and retention under those terms are separate from training; this clause does not promise zero retention. The SOW or NAC's Privacy Notice identifies the providers, and Client may restrict AI use in the SOW. A new data use outside the agreed purpose needs the required permission and applicable notices.

14.5 Correcting errors in automated steps. Where a signing, quote or intake step uses an automated system, NAC gives the person a chance to review and correct their entries before they are final.

15. Publicity and reviews

15.1 Publicity needs separate permission. Neither party will use the other's name, logo, screenshots, results or project details in marketing, case studies, testimonials or public statements without the other's separate written permission. A signed SOW is not that permission. Permission may be withdrawn for future uses at any time.

15.2 Honest reviews are always allowed. Nothing in this contract stops, restricts or penalizes Client, or any individual at Client, for posting an honest review, rating or comment about NAC or its services, anywhere. Confidentiality under Section 12 still covers trade secrets and confidential commercial or financial information, even in a review. NAC gets no ownership rights in review content.

15.3 No paid sentiment. NAC will not offer or give any discount, credit or other benefit that depends on whether a review or testimonial is positive. Any testimonial NAC publishes with permission will disclose any discount or other benefit Client received.

16. Non-solicitation of staff

While any SOW is active and for 12 months after the last one ends, neither party will directly solicit, for employment or engagement, any employee or individual contractor of the other party who worked on Client's projects, without the other party's written consent. This does not cover general job advertisements, recruiter searches not aimed at the other party's people, or a person who approaches the hiring party on their own. Nothing here limits any person's right to seek or accept work anywhere.

17. Term and termination

17.1 Term. This agreement lasts until either party ends it. Either party may end it by 30 days' written notice. It continues to govern any SOW still in progress until that SOW ends.

17.2 Termination for breach. Either party may terminate an SOW by written notice if the other party materially breaches this contract and does not cure the breach within 10 business days after written notice describing it. For non-payment, the cure period is 5 business days.

17.3 Client's termination for convenience. Client may terminate an SOW for any reason on 10 business days' written notice.

17.4 NAC's termination for convenience or cause. NAC may terminate an SOW for any reason on 10 business days' written notice. NAC may suspend or terminate an SOW immediately by written notice if Client gives unlawful instructions, sends data Section 5.4 excludes after being asked to stop, creates a security risk to NAC or its other clients, is abusive toward NAC's people, or materially misrepresented facts NAC relied on to accept the work.

17.5 Effect of termination. When an SOW ends early:

• (a) Client pays for completed milestones, plus a pro-rata share of the current milestone based on NAC's reasonable, documented estimate of work performed, plus approved expenses and non-cancelable commitments;
• (b) for sprint-based work, the same rule applies to work properly performed in the current sprint; starting a sprint does not by itself earn the entire sprint fee;
• (c) NAC refunds unearned prepaid fees beyond what (a) and (b) require. If Client terminated because of NAC's uncured breach, NAC also refunds fees paid for work that failed its acceptance tests, subject to the applicable remedies and without charging for NAC's failure to perform;
• (d) NAC delivers the paid-for work in its current state, and Client owns the Client-Owned Deliverables it has paid for under Section 11.2; and
• (e) each party returns or deletes the other's Confidential Information under Section 12.5.

If NAC terminates for convenience under Section 17.4, NAC delivers the properly performed work in its current state, explains the earned-fee calculation and refunds prepaid fees for unperformed work. No fee under this Section is a cancellation penalty. Refunds go to the original payment method within 10 business days after termination, unless applicable law or the SOW requires sooner.

17.6 Survival. Sections 5.3, 5.4, 6, 7.7 (for Deliverables accepted before termination), 8.3, 8.4, 9, 10, 11, 12, 13.3, 15, 16, 17.5, 17.6 and 19 to 22 survive the end of this agreement or any SOW.

18. Independent contractor

NAC is an independent contractor. Nothing in this contract makes the parties employer and employee, partners, joint venturers or agents of each other. NAC controls how, when and where it performs the Services, provides its own tools, and is responsible for its own taxes, insurance and personnel. Neither party can bind the other.

19. Electronic records and signatures

19.1 Agreement to do business electronically. The parties agree to conduct this relationship electronically. That includes signing this agreement, SOWs and Change Orders with electronic signatures, and receiving invoices, delivery notices and other records electronically. Before signing, Client's signer received and agreed to NAC's Electronic Records and Signatures Disclosure for Business Signers in the version recorded with the signing evidence, which explains how to get a free paper copy, how to withdraw consent, and the hardware and software needed.

19.2 Effect. An electronic signature, record or notice under this contract has the same effect as a handwritten signature or paper document. The signing system's evidence record, including the authentication method, the document fingerprint and the time of the signing act, may be used to show who signed and what they signed.

19.3 Copies. NAC will give every signer a copy of each completed signed document that they can download, save and print. NAC will never prevent a party from saving or printing a record it is required to provide.

19.4 Withdrawal. Either party may, by written notice, stop agreeing to receive future records or sign future documents electronically. Withdrawal applies only going forward and does not affect records already signed or delivered. Paper copies are free.

20. Notices

20.1 How to give notice. Formal notices under this contract (breach, termination, suspension, disputes, changes of notice address and indemnity claims) must be in writing and sent by email to the other party's notice address in the SOW. Delivery notices, reminders and change requests may also go through NAC's client portal with an email alert. Either party may also send a notice by courier or certified mail to the other's postal address in the SOW.

20.2 When notice is received. An email notice is received when it enters the recipient's email system. If that happens after 5 p.m. Central time or on a day that is not a business day, it is received on the next business day. A courier or mail notice is received on delivery.

20.3 NAC's notice address. Until NAC gives notice of a change, NAC's notice address is Filled in: NAC's notice email and New Age Consulting, LLC, 30501 Utica Dr, Richland, MO 65556.

20.4 Business day. "Business day" means Monday to Friday, excluding U.S. federal holidays.

21. Disputes, governing law and venue

21.1 Talk first. Before either party files a lawsuit, it will send the other a written description of the dispute, and the parties' decision-makers will try in good faith to resolve it for 10 business days. This does not apply to a claim for unpaid undisputed amounts after the suspension notice in Section 6.9, or where a party needs urgent court relief to protect its intellectual property or Confidential Information.

21.2 Missouri law. Missouri law governs this contract and any dispute about it, without regard to its conflict-of-law rules.

21.3 Venue. Any lawsuit must be brought in the state courts located in Laclede County, Missouri, or in the United States District Court for the district and division that includes that county. Each party consents to those courts' jurisdiction.

21.4 Court orders to protect IP and confidential information. A party may ask a court for an injunction to stop actual or threatened misuse of its intellectual property or Confidential Information.

21.5 Attorney's fees. Each party pays its own attorney's fees, except as Sections 6.8 and 10 provide.

22. General

22.1 Entire agreement. This agreement, together with each signed SOW and Change Order, is the entire agreement about its subject. It replaces earlier proposals, quotes, conversations and drafts about the same work.

22.2 Changes. A material change to this contract must be in writing and signed by both parties under Section 1.4. Routine project decisions under Section 4.3 do not amend the contract and may be recorded by the named project contacts without a new signature.

22.3 Assignment. Client may not transfer this contract without NAC's written consent. NAC may transfer it to a successor that takes over its business or the relevant part of it and agrees in writing to be bound.

22.4 Events outside a party's control. Neither party is responsible for a delay or failure caused by events beyond its reasonable control, such as natural disasters, utility or internet outages, third-party platform outages, government action or illness of key personnel, as long as it gives prompt notice and resumes as soon as it reasonably can. This does not excuse a payment that is due.

22.5 Severability. If a court finds any part of this contract unenforceable, that part will be enforced to the greatest extent the law allows and the rest stays in effect.

22.6 No waiver. Not enforcing a right is not a waiver of it. A waiver must be in writing and signed under Section 1.4.

22.7 Rights the law protects. Nothing in this contract limits a right or remedy that the law says cannot be waived or limited by agreement.

22.8 No third-party beneficiaries. Only NAC and Client have rights under this contract, except that the people named in Sections 9.5 and 10 may rely on those sections.

22.9 Reading this contract. Headings are for convenience only. "Including" means "including without limitation". Both parties had the chance to review this contract, so no term will be read against either party as its drafter.

Signatures

LIMITATION OF LIABILITY NOTICE. SECTION 9 LIMITS EACH PARTY'S LIABILITY TO THE OTHER, INCLUDING FOR NEGLIGENCE, TO THE FEES PAID UNDER THE SOW GIVING RISE TO THE CLAIM IN THE PRIOR 12 MONTHS, AND EXCLUDES LOST PROFITS AND OTHER INDIRECT DAMAGES. SECTION 8 DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY. BY SIGNING BELOW, EACH PARTY CONFIRMS IT HAS READ AND AGREES TO THOSE SECTIONS.

New Age Consulting, LLC

By: Noah HicksTitle: Member and authorized signerSignature: Filled in: NAC's signatureDate: Filled in: date signed

Client

Legal name and state of organization: Filled in: client's legal name, Filled in: client's stateBy (printed name): Filled in: client's signer nameTitle: Filled in: client's signer titleSignature: Filled in: client's signatureDate: Filled in: date signed