Master Services Agreement

Last Updated: April 22, 2026

This Master Services Agreement (the “Agreement”) sets forth the terms and conditions under which Aadmi Consulting LLC, a Massachusetts limited liability company with its principal place of business at 17 Bartlett Rd., Ste 2A, Winthrop, MA 02152 (“Aadmi” or the “Company”), provides services to its clients. The party engaging Aadmi and identified in the applicable Proposal (as defined below), Statement of Work, or order form is referred to herein as “Client.” Aadmi and Client are each referred to individually as a “Party” and collectively as the “Parties.”

ACCEPTANCE AND EFFECTIVE DATE

Client agrees to be bound by this Agreement by any of the following actions: (a) accepting a Proposal that references or incorporates this Agreement; (b) executing a Statement of Work, order form, or other written agreement with Aadmi that references this Agreement; or (c) engaging, using, or receiving any of the Services from Aadmi. The “Effective Date” of this Agreement with respect to a particular Client is the earliest date on which such Client takes any of the foregoing actions. If Client does not agree to this Agreement, Client must not accept a Proposal or otherwise engage Aadmi to provide Services.

Client represents and warrants that the individual accepting this Agreement on Client’s behalf has full authority to bind Client to this Agreement.

UPDATES TO THIS AGREEMENT

Aadmi may update this Agreement from time to time by posting a revised version on Aadmi’s website or by providing notice to Client. The version of this Agreement in effect on the date Client accepts a particular Proposal shall govern the Services provided under that Proposal. Updates posted after acceptance of a Proposal shall not apply retroactively to Services already accepted under a prior version, but shall apply to any new Proposals accepted thereafter.

RECITALS

WHEREAS, Aadmi provides global expansion (business and human resources (“HR”)) services for companies doing business outside their main jurisdiction, including but not limited to company formations, background checks, registered office services, accounting, HR consulting, employer of record, global benefits administration, and related international business services (collectively, the “Services”); and

WHEREAS, Client desires to engage Aadmi to provide some or all of the Services as described herein; and

WHEREAS, the Parties wish to establish the terms and conditions under which Aadmi will provide such Services to Client.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. DEFINITIONS

1.1 “Client Data” means all data, information, materials, and documentation provided by Client to Aadmi in connection with the Services.

1.2 “Confidential Information” means all non-public information disclosed by one Party to the other, whether orally, in writing, or in any other form, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

1.3 “Deliverables” means any tangible or intangible materials, documents, reports, or work product provided by Aadmi to Client as part of the Services.

1.4 “Project-Based Services” means consulting services, talent acquisition services, and other services that have a defined scope and expected completion date, as distinguished from Ongoing Services.

1.5 “Ongoing Services” means subscription-based services, registered office services, accounting services, employer of record services, corporate maintenance services, and other services that are recurring or continuous in nature.

1.6 “Personal Data” means any information relating to an identified or identifiable natural person (‘data subject’); an identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person. Personal Data may also include the term Personal Information as that term is defined under applicable law.

1.7 “Proposal” means a cost proposal and pricing document generated by Aadmi’s quoting software and accepted by Client, which describes specific Services to be provided to Client, timelines, fees, and other project-specific terms. All Proposals shall be deemed to be incorporated herein by reference.

1.8 “Services” has the definition assigned to it in the Recitals, as more fully described in Section 2 of this Agreement or in any Proposal, Statement of Work, or other written agreement between the Parties.

1.9 “Subcontractor” or “Third-Party Provider” means any third-party individual or entity engaged by Aadmi to perform or assist in performing Services, including but not limited to providers in Aadmi’s global partner network.

2. SERVICES

2.1 Scope of Services. Aadmi agrees to provide Services to Client as described in this Agreement and any applicable SOW, Proposal, or order form. Services may include, but are not limited to:

(a) Company Formations: Entity formation, due diligence, tax registration applications, and related documentation in over 150 countries, including mediation with local agents and authorities;

(b) Background Checks: Criminal background checks, civil background checks, employment verification, and reference checks in over 200 countries;

(c) Registered Office Services: Provision of registered office addresses, mail forwarding, and related corporate maintenance services;

(d) Accounting Services: Bookkeeping, financial reporting, tax preparation assistance, and accounting support services;

(e) HR Consulting Services: HR team setup, talent acquisition, HR audits, system design, employment agreement preparation, compensation consulting, and workplace training programs;

(f) Global Labor Compliance: Consultation and support regarding international employment laws, regulations, and compliance requirements;

(g) Employer of Record (EOR) Services: Payroll administration, HR administration, benefits administration, and employment compliance for Client’s international workforce;

(h) Global Health Benefits: Administration and facilitation of health benefits programs for employees and contractors in over 175 countries;

(i) Translation Services: Certified translation of business documents and employment materials;

(j) Director and Secretarial Services: Nominee director services, corporate secretarial support, and related governance services;

(k) Training Programs: Workplace violence and harassment training, compensation training, and other compliance-related training programs;

(l) Global Resources Platform: Access to third-party subscription platform for HR and global expansion resources; and

(m) Other Services: Additional global expansion and international business services as agreed by the Parties in writing.

2.2 Proposals. The specific Services to be provided, timelines, deliverables, fees, and other project-specific terms shall be set forth in one or more Proposals generated by Aadmi’s quoting software and electronically accepted by Client. All Proposals shall be incorporated herein by reference and made a part hereof.

In the event of a conflict between this Agreement and a Proposal, the Proposal shall control solely with respect to the specific Services, timeline, and fees described therein. All other terms shall be governed by this Agreement.

Aadmi and Client may agree that Aadmi will provide Services for different projects, each of which shall be governed by a separate Proposal, and all of which shall be governed by and incorporated into this Agreement.

2.3 Changes to Services. Any changes to the scope, timeline, or fees for Services must be agreed to in writing by both Parties through an amendment to a Proposal. Aadmi reserves the right to adjust fees if Client requests changes that materially increase the scope of Services.

3. USE OF SUBCONTRACTORS AND THIRD-PARTY PROVIDERS

3.1 Engagement of Subcontractors. Client acknowledges and agrees that Aadmi operates through a global partner network and utilizes Subcontractors and Third-Party Providers to deliver Services across multiple jurisdictions. Aadmi reserves the right to engage Subcontractors and Third-Party Providers in its sole discretion to perform or assist in performing the Services.

3.2 Responsibility for Subcontractors. Except as set forth herein, Aadmi shall be responsible for the performance of Services by its Subcontractors to the same extent as if Aadmi performed the Services directly, subject to the limitations and exclusions set forth in this Agreement.

3.3 Third-Party Terms and Conditions. Client acknowledges and agrees that:

(a) Subcontractors and Third-Party Providers may have their own terms and conditions, policies, and service limitations (“Third-Party Terms”) that apply to the Services they provide, and Aadmi may require that Client accept such Third-Party Terms prior to utilizing such Third-Party Provider on Client’s behalf, in which case Aadmi shall make such Third-Party Terms available to Client upon request or as required by the Subcontractor;

(b) Aadmi’s ability to deliver certain Services may be subject to the terms, availability, and performance of such Subcontractors and Third-Party Providers, and Aadmi reserves the right to select Third-Party Providers or alternate Third-Party Providers based on such terms, availability and performance;

(c) Aadmi shall not be liable for any limitations, exclusions, or restrictions imposed by Subcontractors or Third-Party Providers, including but not limited to data protection requirements, service availability, processing times, or jurisdictional limitations, that are contained in Third-Party Terms made available to Client; and

(d) In the event of a conflict or dispute with a Subcontractor or Third-Party Provider, Aadmi will use commercially reasonable efforts to resolve such dispute, and Aadmi’s liability shall be limited as set forth in Section 11 herein.

3.4 Direct Engagement Prohibited. Client shall not, directly or indirectly, engage, solicit, or contract with any Subcontractor or Third-Party Provider introduced to Client by Aadmi for a period of two (2) years following the termination of this Agreement, unless Client pays Aadmi a referral fee equal to the higher of (a) 25% of the fees paid to such provider in the first year of engagement, or (b) $50,000.00.

4. CLIENT OBLIGATIONS AND COOPERATION

4.1 Information and Documentation. Client shall provide Aadmi with all information, documentation, data, and materials reasonably necessary for Aadmi to perform the Services. Client represents and warrants that all Client Data provided to Aadmi is accurate, complete, and current, and that Client has obtained all such Client Data in compliance with applicable data protection law, including providing any regulatorily required privacy notices.

4.2 Timely Response. Client shall respond promptly to all reasonable requests from Aadmi for information, approvals, decisions, or other input necessary for the performance of Services. Client acknowledges that delays in providing requested information or responses may delay the completion of Services and may result in additional fees.

4.3 Cooperation. Client shall cooperate with Aadmi and its Subcontractors in good faith and provide reasonable assistance as necessary for the delivery of Services.

4.4 Compliance. Client shall comply with all applicable laws, regulations, and requirements related to the Services, including but not limited to employment laws, tax laws, immigration laws, and data protection regulations. Client is solely responsible for determining the legal and regulatory requirements applicable to its business operations.

4.5 Authority. Client represents and warrants that it has the authority to enter into this Agreement and to provide Aadmi with all Client Data and information necessary for the performance of Services.

5. PROJECT SUNSET AND ADMINISTRATIVE CLOSURE [PROJECT-BASED SERVICES ONLY]

5.1 Applicability. This Section 5 applies only to Project-Based Services, including but not limited to consulting projects, talent acquisition projects, and other services with a defined scope and completion date. This Section 5 does not apply to Ongoing Services.

5.2 Client Cooperation. If Client fails to make substantial progress toward completion of a Project-Based Service due to Client’s failure to provide requested data, information, decisions, or other necessary input for a continuous period of one (1) month (the “Non-Cooperation Period”), Aadmi may terminate the project in accordance with this Section.

5.3 Notice of Intent to Close. Upon expiration of the Non-Cooperation Period, Aadmi may provide Client with written notice of the termination of the project (the “Closure Notice”). The Closure Notice shall:

(a) Identify the specific project subject to closure;

(b) Describe the Client information, data, or cooperation that has been requested but not provided; and

(c) State that the project will be closed fifteen (15) days from the date of the Closure Notice unless Client provides the requested information or cooperation within such fifteen (15) day period (the “Closure Period”).

5.4 Administrative Closure. If Client does not provide the requested information, data, or cooperation within the Closure Period, the project shall be automatically terminated effective upon expiration of the Closure Period. Upon termination:

(a) Aadmi’s obligation to perform further Services related to the project shall terminate;

(b) All fees paid by Client for the project shall be deemed fully earned and non-refundable;

(d) Aadmi shall have no further obligations or liability to Client with respect to the closed project.

5.5 Resumption of Services. If Client wishes to resume a project that has been terminated pursuant to this Section 5, Client must submit a new request for Services and Aadmi must provide a new Proposal or SOW. Aadmi reserves the right to decline to resume Services or to require payment of all previously outstanding amounts plus a new project initiation fee.

5.6 No Waiver. Nothing in this Section shall limit Aadmi’s right to terminate this Agreement or any SOW for Client’s material breach as set forth in Section 13.

5.7 No Refunds. Should a project be terminated by Aadmi as set forth in this Section 5, Client shall not be entitled to any refunds of paid or prepaid fees for Services, regardless of whether such Services have been rendered. Client shall not be entitled to any deliverable as part of the Services that has not been completed by Aadmi prior to termination pursuant to this Section 5.

6. FEES AND PAYMENT TERMS

6.1 Fees. Client shall pay Aadmi the fees set forth in the applicable Proposal, SOW, or as otherwise agreed in writing by the Parties. Unless otherwise specified, all fees are payable in United States Dollars (USD).

6.2 Payment Terms. Unless otherwise specified in an SOW or invoice, all invoices are due and payable within thirty (30) days of the invoice date. Client shall make all payments via wire transfer, ACH, credit card, or such other method as specified by Aadmi.

6.3 Expenses. Unless otherwise agreed in writing, Client shall reimburse Aadmi for all reasonable, pre-approved out-of-pocket expenses incurred in connection with the Services, including but not limited to government fees, filing fees, translation costs, courier fees, and travel expenses.

6.4 Late Payments. Any amounts not paid when due shall accrue interest at the rate of one and one-half percent (1.5%) per month or the maximum rate permitted by law, whichever is less. In addition, Client shall reimburse Aadmi for all costs of collection, including reasonable attorneys’ fees.

6.5 Taxes. All fees are exclusive of all applicable sales, use, value-added, withholding, and other taxes or duties (“Taxes”). Client shall be responsible for all Taxes (other than taxes based on Aadmi’s net income), and shall pay or reimburse Aadmi for all such Taxes.

6.6 Disputed Invoices. Client must notify Aadmi in writing of any disputed invoice amounts within ten (10) days of receipt of the invoice, with specific details of the dispute. Undisputed amounts shall be paid when due. The Parties shall work together in good faith to resolve any disputed amounts. If Client does not notify Aadmi of any issues with any invoice within such time period, Client is deemed to have accepted such invoice and such invoice shall not be able to be disputed by Client.

6.7 Suspension of Services. If Client fails to pay any undisputed amounts when due, Aadmi may, in addition to any other rights or remedies, suspend performance of Services until all outstanding amounts are paid in full.

6.8 Non-Refundable Fees. All fees paid for Services are non-refundable except as expressly set forth in this Agreement or an applicable SOW. Fees for Ongoing Services are non-refundable once the service period has commenced.

7. INTELLECTUAL PROPERTY

7.1 Client Data. As between the Parties, Client retains all right, title, and interest in and to Client Data. Client grants Aadmi a limited, non-exclusive license to use Client Data solely for the purpose of performing the Services.

7.2 Aadmi Property. As between the Parties, Aadmi retains all right, title, and interest in and to: (a) all pre-existing intellectual property, methodologies, tools, templates, processes, and know-how used by Aadmi in performing the Services; (b) the Aadmi Expand platform and all related software, content, data collection tools, project management functionality, and materials; and (c) any improvements, modifications, or derivative works of the foregoing (collectively, “Aadmi Property”). Nothing in this Agreement transfers any ownership rights in Aadmi Property to Client.

7.3 Deliverables. Upon Client’s payment in full of all fees related to a specific project, Aadmi grants Client a non-exclusive, perpetual license to use the Deliverables for Client’s internal business purposes. Deliverables do not include Aadmi Property or any underlying methodologies, templates, or tools used to create the Deliverables.

7.4 Work Product. Any documents, reports, analyses, or other work product specifically created for Client as part of the Services (“Work Product”) shall be owned by Client upon payment in full of all related fees, provided that such Work Product does not include any Aadmi Property. Aadmi retains the right to use generalized concepts, methodologies, and know-how developed in the course of performing Services.

7.5 Third-Party Materials. Certain Deliverables or Services may include third-party materials, content, or intellectual property. Client’s use of such third-party materials shall be subject to the applicable third-party license terms.

8. CONFIDENTIALITY

8.1 Confidential Information. Each Party agrees to: (a) hold in confidence all Confidential Information of the other Party; (b) not disclose such Confidential Information to any third party without the disclosing Party’s prior written consent; and (c) use such Confidential Information solely for the purpose of performing its obligations or exercising its rights under this Agreement.

8.2 Exceptions. Confidential Information does not include information that: (a) is or becomes publicly available through no breach of this Agreement; (b) was rightfully in the receiving Party’s possession prior to disclosure; (c) is rightfully received by the receiving Party from a third party without breach of any confidentiality obligation; or (d) is independently developed by the receiving Party without use of or reference to the disclosing Party’s Confidential Information.

8.3 Required Disclosure. If a Party is required by law, regulation, or court order to disclose Confidential Information, it shall, to the extent legally permitted, provide the other Party with prompt written notice and reasonable assistance in seeking a protective order or other appropriate remedy.

8.4 Disclosure to Subcontractors. Aadmi may disclose Client’s Confidential Information to Subcontractors and Third-Party Providers on a need-to-know basis for the purpose of performing the Services, provided that such Subcontractors are bound by confidentiality obligations substantially similar to those set forth herein.

8.5 Survival. The obligations set forth in this Section 8 shall survive termination of this Agreement for a period of three (3) years.

9. DATA PROTECTION AND PRIVACY

9.1 Data Processing. To the extent that Aadmi or a Third-Party Provider processes Personal Data on behalf of Client in connection with the Services, the Parties agree to comply with all applicable data protection and privacy laws, including but not limited to the General Data Protection Regulation (GDPR) where applicable.

9.2 Data Processing Agreement. If required by applicable law, the Parties agree to execute a separate data processing agreement or addendum that sets forth the specific terms governing the processing of Personal Data.

9.3 Data Processing Roles. To the extent that any of the Services provided involve the exchange of Personal Data, each Party acknowledges and expressly agrees that Aadmi and any Third-Party Provider shall be considered a “processor” or “service provider” and Client shall be considered a “Controller” or “Business” as defined by the applicable data protection law. As such, at all times, Aadmi and any Third-Party Provider shall be processing Personal Data solely at the direction of and on behalf of Client.

9.4 Client Responsibility. Client is solely responsible for: (a) ensuring that it has all necessary rights and consents to provide Personal Data to Aadmi; (b) complying with all applicable privacy laws in its collection and use of Personal Data; and (c) providing all required privacy notices to data subjects. Client is responsible for notifying Aadmi of any transfer of Personal Data to which specific data protection regulations apply.

9.5 Personal Data Sub-Processing. Client authorizes Aadmi and its Third-Party Providers to appoint sub-processors in accordance with this Agreement. Aadmi and its Third-Party Providers may continue to use those sub-processors already engaged by each as of the Effective Date. Upon reasonable request, Client may request from Aadmi a list of relevant sub-processors.

Aadmi shall give Client prior written notice of the appointment of any new sub-processor, including full details of the processing to be undertaken by the sub-processor. If, within thirty (30) calendar days of receipt of that notice, Client notifies Aadmi in writing of any objections (on reasonable grounds) to the proposed appointment, Aadmi shall not appoint or disclose any Personal Data to that proposed sub-processor until reasonable steps have been taken to address the objections raised by Client and Client has been provided with a reasonable written explanation of the steps taken.

9.6 Data Subject Rights. Both Parties shall be responsible for complying with any applicable data protection laws as those laws relate to the exercise of data subject rights. Aadmi shall provide reasonable assistance to Client by implementing appropriate technical and organizational measures, insofar as this is possible, for the fulfilment of Client’s obligations, as reasonably understood by Aadmi, to respond to requests to exercise data subject rights under applicable data protection laws.

9.7 International Data Transfer. Each Party acknowledges and expressly agrees that Aadmi operates from within the United States and certain Third-Party Providers may operate in different jurisdictions. As such, each Party is responsible for ensuring that any Personal Data is transferred to the United States and any applicable jurisdiction under a mechanism compliant with all applicable data protection laws. Each Party acknowledges that, if required, it will enter into a Data Processing Agreement per Section 9.2.

9.8 Personal Data Breach. Aadmi shall notify Client without undue delay upon Aadmi becoming aware of a Personal Data breach affecting Personal Data, providing Client with sufficient information to allow Client to meet any obligations to report the Personal Data breach under applicable data protection laws.

9.9 Security. Aadmi shall implement and maintain commercially reasonable technical and organizational measures designed to protect Client Data from unauthorized access, use, or disclosure. However, Client acknowledges that no security measures are 100% effective and Aadmi cannot guarantee absolute security.

10. REPRESENTATIONS AND WARRANTIES

10.1 Mutual Warranties. Each Party represents and warrants that: (a) it has the full right, power, and authority to enter into this Agreement; (b) its execution of this Agreement does not conflict with any other agreement to which it is a party; and (c) it will comply with all applicable laws and regulations in performing its obligations under this Agreement.

10.2 Aadmi Warranties. Aadmi represents and warrants that it will perform the Services in a professional and workmanlike manner consistent with industry standards.

10.3 DISCLAIMER. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 10, AADMI PROVIDES THE SERVICES “AS IS” AND MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. AADMI DOES NOT WARRANT THAT THE SERVICES WILL MEET CLIENT’S REQUIREMENTS, ACHIEVE ANY DESIRED RESULT, OR BE UNINTERRUPTED, ERROR FREE OR FREE OF HARMFUL COMPONENTS, OPERATE WITHOUT INTERRUPTION, BE COMPATIBLE OR WORK WITH ANY SOFTWARE OR SYSTEM OR OTHER SERVICES, BE SECURE, OR THAT ANY MATERIALS OR CLIENT DATA PROVIDED BY CLIENT OR A THIRD PARTY WILL BE SECURE OR NOT OTHERWISE LOST OR DAMAGED.

10.4 No Legal Advice. Client acknowledges that Aadmi is not a law firm and does not provide legal advice. Any information or guidance provided by Aadmi is for informational purposes only and does not constitute legal advice. Client is solely responsible for consulting with qualified legal counsel regarding legal matters related to the Services.

10.5 No Tax Advice. Client acknowledges that Aadmi is not a tax advisor and does not provide tax advice. Client is solely responsible for consulting with qualified tax professionals regarding tax matters related to the Services.

10.6 No Guarantees. While Aadmi will use commercially reasonable efforts to provide quality Services, Client acknowledges that: (a) Aadmi cannot guarantee specific outcomes, approvals, or results; (b) government processing times, approvals, and requirements are beyond Aadmi’s control; and (c) success in areas such as talent acquisition, company formations, or regulatory approvals depends on numerous factors outside of Aadmi’s control.

11. LIMITATION OF LIABILITY

11.1 EXCLUSION OF DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL AADMI BE LIABLE TO CLIENT FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF DATA, LOSS OF BUSINESS OPPORTUNITIES, OR COST OF SUBSTITUTE SERVICES, ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SERVICES, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, AND EVEN IF AADMI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

11.2 CAP ON LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY LAW, AADMI’S TOTAL CUMULATIVE LIABILITY TO CLIENT ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SERVICES SHALL NOT EXCEED THE TOTAL FEES PAID BY CLIENT TO AADMI IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

11.3 Subcontractor Limitations. Aadmi’s liability for acts or omissions of Subcontractors and Third-Party Providers shall be limited to the amounts actually recoverable by Aadmi from such Subcontractors or Third-Party Providers. Client acknowledges that in many cases, Subcontractors impose their own limitations of liability, which may further limit Client’s ability to recover damages.

11.4 Essential Purpose. Client acknowledges that the limitations of liability set forth in this Section 11 are a fundamental element of the basis of the bargain between the Parties, and that Aadmi would not provide the Services without such limitations.

11.5 Exceptions. Nothing in this Section 11 shall limit: (a) either Party’s liability for fraud, gross negligence, or willful misconduct; (b) either Party’s indemnification obligations under Section 12; or (c) any liability that cannot be limited under applicable law.

12. INDEMNIFICATION

12.1 Client Indemnification. Client shall indemnify, defend, and hold harmless Aadmi, its affiliates, and their respective officers, directors, employees, and agents from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to: (a) Client Data or Client’s use of the Services; (b) Client’s breach of this Agreement; (c) Client’s violation of any applicable law or regulation; (d) Client’s violation of any third-party rights, including intellectual property rights; or (e) any claim that Client Data infringes or misappropriates any third-party intellectual property rights.

12.2 Aadmi Indemnification. Aadmi shall indemnify, defend, and hold harmless Client from and against any and all third-party claims that the Services, as provided by Aadmi and used in accordance with this Agreement, infringe or misappropriate such third party’s intellectual property rights, provided that Client: (a) promptly notifies Aadmi in writing of the claim; (b) grants Aadmi sole control of the defense and settlement of the claim; and (c) provides reasonable cooperation in the defense of the claim.

12.3 Indemnification Procedure. The Party seeking indemnification (“Indemnified Party”) shall: (a) promptly notify the indemnifying Party in writing of any claim for which indemnification is sought; (b) cooperate with the indemnifying Party in the defense of the claim; and (c) allow the indemnifying Party to control the defense and settlement of the claim, provided that the indemnifying Party shall not settle any claim without the Indemnified Party’s prior written consent if such settlement would impose any obligation on the Indemnified Party or admit any liability on behalf of the Indemnified Party.

13. TERM AND TERMINATION

13.1 Term. This Agreement shall commence on the Effective Date and shall continue until terminated by either Party in accordance with this Section 13.

13.2 Termination for Convenience. Either Party may terminate this Agreement or any Proposal or SOW for convenience upon thirty (30) days’ prior written notice to the other Party, provided that: (a) Client shall pay all fees for Services performed through the effective date of termination; (b) Client shall pay all non-cancellable commitments made by Aadmi to Subcontractors on Client’s behalf; and (c) all fees for Ongoing Services through the end of the then-current service period shall remain due and payable.

13.3 Termination for Breach. Either Party may terminate this Agreement immediately upon written notice if the other Party: (a) materially breaches this Agreement and fails to cure such breach within thirty (30) days after receiving written notice thereof; or (b) becomes insolvent, files for bankruptcy, or ceases business operations.

13.4 Effect of Termination. Upon termination of this Agreement: (a) all outstanding fees and expenses shall become immediately due and payable; (b) Aadmi shall deliver to Client any completed Deliverables, in their then-current state; (c) each Party shall return or destroy all Confidential Information of the other Party; and (d) all provisions of this Agreement that by their nature should survive termination shall survive, including but not limited to Sections 6 (Fees), 7 (Intellectual Property), 8 (Confidentiality), 10.3 (Disclaimer), 11 (Limitation of Liability), 12 (Indemnification), and 14 (General Provisions).

13.5 No Refunds. Except as expressly provided in this Agreement, no fees shall be refundable upon termination of this Agreement or any Proposal or SOW.

13.6 Return of Client Data. Upon expiration or termination of this Agreement for any reason, Aadmi shall, at Client’s written request submitted within thirty (30) days following the effective date of termination, make Client Data available for export in Aadmi’s standard export format. Aadmi shall have no obligation to retain or provide Client Data after such thirty (30)-day period has elapsed, following which Aadmi may delete or destroy all copies of Client Data in its possession or control without further notice or liability to Client.

Aadmi’s obligation to return Client Data is conditioned upon Client’s account being in good standing and all fees having been paid in full as of the termination date. Any data return requested by Client may be subject to Aadmi’s then-current professional services fees if the scope of work required exceeds standard export functionality.

14. GENERAL PROVISIONS

14.1 Entire Agreement. This Agreement, together with any Proposals, SOWs, and order forms executed or accepted by the Parties, constitutes the entire agreement between the Parties regarding the subject matter hereof and supersedes all prior or contemporaneous agreements, understandings, and communications, whether written or oral.

14.2 Amendments. No amendment, modification, or waiver of this Agreement shall be effective unless in writing and signed by both Parties, except that Aadmi may update this Agreement as set forth in the “Updates to This Agreement” section above.

14.3 Assignment. Neither Party may assign this Agreement or any rights or obligations hereunder without the prior written consent of the other Party, except that Aadmi may assign this Agreement without consent in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Any attempted assignment in violation of this Section shall be null and void.

14.4 Independent Contractors. The Parties are independent contractors, and nothing in this Agreement shall be construed to create a partnership, joint venture, agency, or employment relationship. Neither Party has the authority to bind or commit the other Party.

14.5 Notices. All notices required or permitted under this Agreement shall be in writing and delivered by email (with confirmation of receipt), certified mail, or overnight courier. Notices to Aadmi shall be sent to consulting@aadmi.com or to Aadmi’s principal place of business set forth above. Notices to Client shall be sent to the email address or physical address provided by Client in the applicable Proposal or otherwise designated by Client in writing. Notices shall be deemed given upon receipt.

14.6 Governing Law and Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, without regard to its conflict of laws principles. Any dispute arising out of or related to this Agreement shall be subject to the exclusive jurisdiction of the state and federal courts located in Suffolk County, Massachusetts, and the Parties hereby consent to the personal jurisdiction of such courts.

14.7 Waiver. No waiver of any provision of this Agreement shall be effective unless in writing and signed by the Party against whom the waiver is sought to be enforced. No waiver of any breach shall constitute a waiver of any other breach.

14.8 Severability. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect, and such invalid or unenforceable provision shall be modified to the minimum extent necessary to make it valid and enforceable.

14.9 Force Majeure. Neither Party shall be liable for any failure or delay in performance due to causes beyond its reasonable control, including but not limited to acts of God, war, terrorism, pandemics, labor disputes, government actions, or failures of the internet or telecommunications infrastructure.

14.10 Publicity. Neither Party shall use the other Party’s name, logo, or trademarks in any marketing materials, press releases, or public announcements without the other Party’s prior written consent, except that Aadmi may identify Client as a customer in client lists and pitch materials unless Client objects in writing.

14.11 Counterparts and Electronic Acceptance. This Agreement may be accepted electronically as set forth in the “Acceptance and Effective Date” section above, and, if executed in counterparts, each counterpart shall be deemed an original and all of which together shall constitute one and the same instrument. Electronic signatures and electronic acceptance (including acceptance through Aadmi’s quoting software) shall be deemed original signatures for all purposes and shall have the same legal force and effect as a handwritten signature.

ACCEPTANCE

This Agreement is accepted by Client through the actions described in the “Acceptance and Effective Date” section above. No handwritten signature is required for this Agreement to be binding; however, Aadmi and Client may, at their option, execute a signed copy or reference this Agreement in a signed Proposal or Statement of Work.

Questions regarding this Agreement may be directed to:

Aadmi Consulting LLC

17 Bartlett Rd., Ste 2A

Winthrop, MA 02152

Email: consulting@aadmi.com