VISIONARY MANAGEMENT SOLUTIONS

RISK ALLOCATION, INDEMNIFICATION & LIMITATION OF LIABILITY AGREEMENT

This Risk Allocation, Indemnification & Limitation of Liability Agreement (“Agreement”) is entered into by and between Visionary Management Solutions (“VMS”) and the undersigned client (“Client”).

This Agreement applies to all consulting, advisory, strategic, organizational, operational, project management, leadership, and related professional services provided by VMS.

1. VMS Serves in an Advisory Capacity

Unless expressly stated otherwise in a written agreement signed by VMS, VMS provides professional services solely in an advisory and consulting capacity.

VMS does not assume control or ownership of the Client’s business.

VMS does not automatically become a:

• Manager;

• Officer;

• Director;

• Employee;

• Employer;

• Business owner;

• Partner;

• Fiduciary;

• Legal representative; or

• Agent of the Client.

  
  

2. Client Retains Final Decision-Making Authority

The Client retains sole and final responsibility for all decisions affecting the Client’s business and operations.

This includes, without limitation:

• Hiring;

• Termination;

• Employee discipline;

• Compensation;

• Promotions;

• Employee relations;

• Contractor decisions;

• Financial decisions;

• Banking decisions;

• Business operations;

• Contracts;

• Vendors;

• Customers;

• Investors;

• Marketing;

• Compliance;

• Policies;

• Procedures;

• Organizational structure;

• Regulatory matters;

• Communications;

• Products;

• Services; and

• Implementation of VMS recommendations.

VMS recommendations are advisory.

The Client independently determines whether a VMS recommendation will be:

• Accepted;

• Rejected;

• Modified;

• Implemented; or

• Discontinued.

  
  

3. No Authority to Bind Client

Unless expressly authorized in writing, VMS has no authority to:

• Sign contracts on behalf of the Client;

• Make binding commitments on behalf of the Client;

• Enter into financial obligations on behalf of the Client;

• Hire or terminate employees on behalf of the Client;

• Act as an officer or director of the Client;

• Make legal representations on behalf of the Client; or

• Otherwise legally bind the Client.

  
  

4. No Legal, Tax, Accounting, Medical, or Investment Advice

Unless VMS is separately retained and appropriately licensed to perform such services, VMS does not provide:

• Legal advice;

• Tax advice;

• Audit opinions;

• Accounting opinions;

• Investment advice;

• Securities advice;

• Medical advice; or

• Other regulated professional advice.

The Client is responsible for retaining appropriately licensed professionals when necessary.

5. Client Responsibility for Legal and Regulatory Compliance

The Client remains solely responsible for compliance with all laws, regulations, licensing requirements, contractual obligations, employment requirements, industry requirements, and regulatory standards applicable to the Client.

VMS may provide business or operational recommendations regarding compliance-related matters.

Such recommendations do not constitute a legal opinion or guarantee of compliance.

6. No Guarantee of Business Results

VMS does not guarantee any particular:

• Revenue;

• Profit;

• Funding;

• Investment;

• Sales level;

• Business valuation;

• Growth rate;

• Operational result;

• Employee performance result;

• Regulatory result;

• Financial result;

• Customer result; or

• Other business outcome.

Results may depend upon factors outside VMS’s control.

7. Client Information

VMS may rely upon information provided by the Client unless independent verification is specifically included in the scope of services.

The Client is responsible for ensuring that information provided to VMS is:

• Accurate;

• Complete;

• Current;

• Lawfully obtained; and

• Not materially misleading.

VMS shall not be responsible for losses resulting from materially inaccurate, incomplete, outdated, misleading, or withheld information supplied by the Client.

8. Client Responsibility for Implementation

The Client assumes responsibility for decisions concerning the implementation of VMS recommendations, strategies, systems, reports, policies, frameworks, procedures, or deliverables.

Once the Client chooses to implement a recommendation, the Client remains responsible for how that recommendation is:

• Communicated;

• Modified;

• Executed;

• Administered;

• Managed; and

• Maintained.

  
  

9. Third-Party Actions

VMS is not responsible for the independent acts or omissions of:

• The Client;

• Client owners;

• Officers;

• Directors;

• Employees;

• Contractors;

• Vendors;

• Customers;

• Investors;

• Affiliates;

• Representatives;

• Agents; or

• Other third parties.

  
  

10. Client Indemnification

To the fullest extent permitted by applicable law, the Client agrees to defend, indemnify, and hold harmless VMS and its owners, officers, employees, consultants, contractors, representatives, and agents from third-party claims, demands, actions, proceedings, liabilities, damages, judgments, settlements, penalties, fines, costs, and reasonable attorneys’ fees arising out of or relating to:

1. The Client’s business operations;

2. Acts or omissions of the Client;

3. Conduct of persons acting on behalf of the Client;

4. Employment or personnel decisions made by the Client;

5. Client implementation of VMS recommendations;

6. Client modification of VMS recommendations;

7. Client communication or use of VMS strategies or deliverables;

8. Information or instructions supplied by the Client;

9. Client violations of applicable laws or regulations;

10. Client breach of contractual obligations;

11. Claims involving Client employees;

12. Claims involving Client contractors;

13. Claims involving Client customers;

14. Claims involving Client vendors;

15. Claims involving Client investors; or

16. Claims involving other parties associated with the Client.

This provision shall not apply to the extent a final, non-appealable court judgment determines that the applicable claim resulted directly from VMS’s gross negligence, fraud, willful misconduct, or another liability that applicable law does not permit VMS to exclude.

11. Legal Claims Involving VMS

If a claim, demand, complaint, lawsuit, investigation, administrative proceeding, or other legal matter involving the Client also involves or names VMS, the Client shall promptly notify VMS.

VMS reserves the right to obtain independent legal representation and participate in the defense of any matter affecting VMS’s:

• Legal interests;

• Professional reputation;

• Financial interests;

• Proprietary information;

• Intellectual property; or

• Potential liability.

  
  

12. Settlement Restrictions

The Client shall not enter into a settlement on behalf of VMS.

The Client shall not agree to a settlement that requires VMS to:

• Admit wrongdoing;

• Accept liability;

• Make payment;

• Assume an obligation;

• Accept a business restriction; or

• Accept a reputational consequence

without the prior written approval of VMS.

13. Limitation of VMS Liability

To the fullest extent permitted by applicable law, VMS's total aggregate liability arising out of or relating to an engagement with the Client shall not exceed the greater of:

(a) the total professional fees actually paid by the Client to VMS under the applicable engagement during the six (6) months immediately preceding the event giving rise to the claim; or

(b) $[MINIMUM FLOOR — e.g., $5,000].

This limitation applies regardless of whether a claim is based upon:

• Contract;

• Tort;

• Negligence;

• Statute; or

• Another legal theory.

  
  

This limitation shall not apply where applicable law prohibits limitation of the particular liability involved.

13.1 Insurance

If insured: VMS maintains professional liability (errors & omissions) insurance in the amount of $[POLICY LIMIT]. The limitation of liability set forth in Section 13 is independent of, and not a substitute for, any recovery the Client may be entitled to under such insurance, to the extent applicable law requires.

If not currently insured: VMS does not currently maintain professional liability insurance. The limitations of liability set forth in this Agreement reflect the allocation of risk between the parties in light of the fees charged for VMS's advisory services.

14. Exclusion of Certain Damages

To the fullest extent permitted by applicable law, VMS shall not be liable for:

• Indirect damages;

• Incidental damages;

• Consequential damages;

• Special damages;

• Punitive damages;

• Exemplary damages;

• Lost profits;

• Lost revenue;

• Lost opportunities;

• Lost anticipated savings;

• Loss of goodwill; or

• Business interruption damages.

  
  

15. No Third-Party Reliance

VMS services and deliverables are provided solely for the Client.

Unless VMS provides written authorization, no:

• Employee;

• Contractor;

• Customer;

• Vendor;

• Investor;

• Lender;

• Affiliate;

• Government entity; or

• Other third party

is authorized to rely upon VMS recommendations, reports, strategies, assessments, presentations, analyses, communications, or other deliverables.

16. Independent Contractor Relationship

VMS is an independent contractor.

Nothing in the VMS-Client relationship creates a:

• Partnership;

• Joint venture;

• Agency;

• Employment relationship;

• Fiduciary relationship; or

• Relationship granting either party authority to legally bind the other.

  
  

17. Survival

The following provisions survive completion or termination of the Client engagement:

• Indemnification;

• Limitations of liability;

• Confidentiality;

• Intellectual property protections;

• Restrictions on third-party reliance;

• Outstanding payment obligations; and

• Any other provision intended by its nature to survive termination.

18. Governing Law

This Agreement shall be governed by the laws of the State of:

19. Severability

If any provision of this Agreement is found invalid or unenforceable, the remaining provisions shall remain in effect to the fullest extent permitted by law.

CLIENT ACKNOWLEDGMENT

By signing below, the Client acknowledges that the Client has read, understands, and voluntarily agrees to the terms contained in this Risk Allocation, Indemnification & Limitation of Liability Agreement.