Standard Consulting Terms

1. Definitions

When capitalized in these Terms or any Order Form, each of the following terms has the meaning given below.

"Annual ETF"

The early termination fee equal to three (3) months' Monthly Fee, payable by Client upon early termination of an Annual Term engagement, as described in Section 11(c).

"Client"

The entity identified as the contracting party in the applicable Order Form.

"Client Deliverables"

Written documents, analyses, and other tangible materials specifically created for Client under an Order Form and delivered to Client.

"Confidential Information"

Non-public, proprietary information disclosed by a Disclosing Party to a Receiving Party in connection with an engagement, as further described in Section 5.

"Consultant"

JBP, a Delaware limited liability company.

"Consultant IP"

Consultant's pre-existing materials, methodologies, frameworks, templates, know-how, and tools, including any of the foregoing incorporated into Client Deliverables.

"Covered Affiliate"

An affiliated or subsidiary entity of Client identified as such in the applicable Order Form. An entity is an "affiliate" of another if it directly or indirectly controls, is controlled by, or is under common control with that entity, whether through equity ownership, management authority, or otherwise.

"Disclosing Party"

A party disclosing Confidential Information to the other party.

"Engagement Start Date"

The commencement date specified in the applicable Order Form.

"Force Majeure Event"

Has the meaning set forth in Section 12.

"Monthly Fee"

The monthly advisory fee stated in the applicable Order Form.

"Order Form"

A written order form executed by both parties that incorporates these Terms and specifies the terms of a particular engagement.

"Quarterly ETF"

The early termination fee equal to one (1) month's Monthly Fee, payable by Client upon early termination of a Quarterly Term engagement, as described in Section 11(b).

"Receiving Party"

A party receiving Confidential Information from the other party.

2. Engagement

Each signed Order Form, together with these Terms, constitutes the complete agreement between the parties for that engagement. In any conflict between an Order Form and these Terms, the Order Form controls.

Covered Affiliates. If an Order Form identifies Covered Affiliates, Consultant may provide services to those Covered Affiliates under that Order Form. Client is jointly and severally liable with each Covered Affiliate for all fees and other obligations arising from services provided to any Covered Affiliate. A person who signs an Order Form on behalf of Client represents that they have authority to bind Client and signs solely in a representative capacity, not individually.

3. Services

Consultant will provide the advisory and operational services described in the Order Form. Consultant will perform services in a professional and workmanlike manner consistent with generally accepted standards. Consultant retains sole discretion over the manner and means of performing services, subject to the engagement parameters set in the Order Form.

4. Fees; Payment

Client will pay the Monthly Fee, invoiced by Consultant in advance at the beginning of each billing period. Payment is due within the number of days stated in the Order Form. Unpaid invoices accrue interest at 1.5% per month (or the highest lawful rate, if lower) from the due date. Consultant may suspend services for any invoice outstanding more than fifteen (15) calendar days past due without waiving its right to collect fees owed. All fees earned for services performed are non-refundable.

Rate Adjustments. Consultant may adjust the Monthly Fee on sixty (60) days' prior written notice. Client may terminate the affected engagement without early termination liability by providing written notice within thirty (30) days of receiving a rate adjustment notice. See Section 11(e).

5. Confidentiality

Each Receiving Party agrees to hold all Confidential Information of the Disclosing Party in confidence and to use it solely for purposes of the applicable engagement. This obligation does not apply to information that: (a) is or becomes publicly available through no act or omission of the Receiving Party; (b) was already known to the Receiving Party before disclosure, as evidenced by written records; (c) was independently developed by the Receiving Party without reference to the Confidential Information; or (d) is required to be disclosed by law, regulation, or court order, provided the Receiving Party gives the Disclosing Party reasonable advance written notice where lawfully permitted.

Confidentiality obligations survive termination of any engagement for three (3) years.

6. Work Product; Intellectual Property

Subject to receipt of all fees due, Consultant assigns to Client all right, title, and interest in Client Deliverables. Consultant retains all right, title, and interest in Consultant IP, including any Consultant IP incorporated into Client Deliverables. Consultant grants Client a non-exclusive, perpetual, non-transferable license to use incorporated Consultant IP solely as part of those deliverables. No assignment or license is effective until all outstanding fees are paid in full.

7. Independent Contractor

Consultant is an independent contractor. Nothing in these Terms or any Order Form creates an employment, partnership, joint venture, or agency relationship between the parties. Consultant is solely responsible for its own taxes, benefits, and insurance, and may perform services for other clients during any engagement, provided doing so does not breach its confidentiality obligations under these Terms.

8. Professional Scope; Disclaimer

Consultant provides operational advisory and process improvement services. Services do not constitute legal advice, tax advice, accounting, financial advising, or the practice of any licensed profession. Client is solely responsible for engaging licensed attorneys, certified public accountants, financial advisors, and other licensed professionals for matters requiring professional licensure.

Consultant's coordination with, introduction to, or referral of third-party professionals is not a representation of their quality or fitness, and Consultant bears no responsibility for any third party's work, advice, or output.

9. Representations; Warranties

Consultant represents and warrants that: (a) it has full authority to enter into and perform each Order Form; (b) performance of services will not violate any agreement to which Consultant is a party or any applicable law; and (c) to Consultant's knowledge as of the date of delivery, Client Deliverables will not infringe any third party's intellectual property rights.

EXCEPT AS EXPRESSLY STATED ABOVE, CONSULTANT MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. SERVICES AND DELIVERABLES ARE PROVIDED AS-IS.

10. Limitation of Liability

Consultant's aggregate liability for all claims arising from or relating to any engagement— whether in contract, tort, or otherwise—is limited to the total fees paid by Client in the three (3) calendar months immediately preceding the event giving rise to the claim. Consultant is not liable for indirect, consequential, incidental, special, or punitive damages, or for lost profits, lost revenue, or loss of business opportunity, even if advised of the possibility of such damages. These limitations apply to all theories of liability.

The limitations above do not apply to: (a) damages arising from either party's fraud or willful misconduct; or (b) Client's obligation to pay fees when due. Where applicable law does not permit certain exclusions or limitations, Consultant's liability is limited to the maximum extent permitted.

11. Term; Termination

Engagements commence on the Engagement Start Date and continue for the commitment term elected in the Order Form. At the end of each term, the engagement automatically renews for successive periods of the same length unless either party provides written notice of non-renewal at least thirty (30) days before the end of the then-current term. The following provisions apply based on the term elected:

12. Force Majeure

Neither party is liable for any failure or delay in performing its obligations—other than Client's obligation to pay fees—to the extent caused by circumstances beyond its reasonable control, including government actions, pandemics or public health emergencies, war, terrorism, natural disasters, or widespread internet or telecommunications failures (each, a "Force Majeure Event"). The affected party must notify the other promptly and use commercially reasonable efforts to resume performance. If a Force Majeure Event continues for more than thirty (30) consecutive days, either party may terminate the affected engagement upon written notice without liability for the termination itself.

13. Assignment

Neither party may assign, delegate, or transfer its rights or obligations without the other party's prior written consent, not to be unreasonably withheld. Notwithstanding the foregoing, Consultant may assign its rights and obligations to a successor entity in connection with a merger, acquisition, or sale of substantially all of Consultant's assets, provided Consultant gives Client written notice within thirty (30) days of such assignment. Any purported assignment in violation of this section is void.

14. General