This Consulting Services Agreement (the "Agreement") is entered into as of April 10, 2026 (the "Effective Date"), by and between:

Consultant agrees to provide professional consulting services to Client as mutually agreed upon and described in any Statement of Work ("SOW") attached hereto and incorporated by reference. Services may include, but are not limited to: operational analysis, technology assessment, vendor evaluation, workflow optimization, strategic planning, staff training, and implementation support. Each SOW shall specify the deliverables, timeline, and applicable fees.

This Agreement shall commence on the Effective Date and continue until the completion of all agreed-upon services, unless earlier terminated in accordance with Section 9 of this Agreement. Individual project terms shall be defined in the applicable SOW.

Client agrees to compensate Consultant according to the fee schedule set forth in the applicable SOW and Exhibit B. Unless otherwise specified:

• A non-refundable retainer of 50% of the total project fee is due upon execution of this Agreement.
• The remaining balance is due upon project completion or as specified in the SOW.
• Invoices not paid within 15 days of the due date shall accrue interest at 1.5% per month.
• All fees are exclusive of applicable taxes, travel expenses, and third-party costs, which shall be billed separately with prior written approval.

When services require travel, Client shall reimburse Consultant for all reasonable and pre-approved out-of-pocket expenses, including but not limited to: airfare, ground transportation, rental vehicle, lodging, and meals. Consultant shall provide itemized receipts for all expenses exceeding $25. Travel-related consulting engagements shall be governed by the fee schedule agreed upon in the applicable SOW and Exhibit B.

Each party agrees to keep confidential all non-public information received from the other party in connection with this Agreement ("Confidential Information"). Neither party shall disclose Confidential Information to any third party without prior written consent, except as required by law. This obligation survives termination of this Agreement for a period of three (3) years.

All work product, deliverables, methodologies, tools, and materials created by Consultant prior to or independently of this Agreement remain the sole property of Consultant. Work product specifically created for Client under a SOW shall be owned by Client upon receipt of full payment. Consultant retains the right to use general knowledge, skills, and experience gained during the engagement.

Consultant is an independent contractor and not an employee, partner, or agent of Client. Consultant is solely responsible for all taxes, insurance, and benefits associated with Consultant's personnel. Nothing in this Agreement shall create an employment, joint venture, or agency relationship between the parties.

In no event shall either party be liable for any indirect, incidental, special, consequential, or punitive damages arising out of or related to this Agreement, even if advised of the possibility of such damages. Consultant's total liability under this Agreement shall not exceed the total fees paid by Client in the three (3) months preceding the claim.

Either party may terminate this Agreement upon 30 days' written notice to the other party. Client shall pay for all services rendered through the date of termination. If Client terminates without cause, the non-refundable retainer shall be retained by Consultant. Consultant may terminate immediately if Client materially breaches this Agreement and fails to cure such breach within 10 days of written notice.

The parties agree to attempt to resolve any dispute arising under this Agreement through good-faith negotiation. If the dispute cannot be resolved within 30 days, the parties agree to submit to binding arbitration in accordance with the rules of the American Arbitration Association. This Agreement shall be governed by the laws of the State of Texas.

This Agreement, together with any SOWs and Exhibits attached hereto, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior negotiations, representations, and agreements. This Agreement may be amended only by a written instrument signed by both parties.