Master Consulting Agreement.

Consultant will perform advisory, facilitation, and related professional services (the "Services") as described in one or more Statements of Work executed by the parties from time to time (each, a "SOW"). Each SOW is deemed incorporated into and governed by this Agreement.

In the event of conflict between this Agreement and any SOW, this Agreement controls unless the SOW expressly states its intent to modify a specific provision of this Agreement.

Consultant retains full discretion over the means and manner by which the Services are performed, consistent with the standards of the profession and the scope set forth in the applicable SOW.

Client shall pay Consultant the fees set forth in the applicable SOW. Unless expressly stated otherwise, fees are quoted in United States Dollars, exclusive of applicable taxes, and are non-refundable once earned.

Client will reimburse Consultant for reasonable, documented, out-of-pocket expenses incurred in the performance of the Services. Individual expense categories anticipated to exceed $500 per month require Client pre-approval.

Invoices are issued on the schedule set forth in the applicable SOW. Undisputed invoices are due within fifteen (15) days of receipt. Amounts more than thirty (30) days past due accrue interest at 1.0% per month or the maximum rate permitted by law, whichever is lower.

Each party will maintain the confidentiality of the other party's non-public information disclosed in connection with the Services, will use such information solely for the purpose of the engagement, and will disclose it only to representatives with a need to know who are bound by comparable obligations. This obligation survives termination of this Agreement for three (3) years.

Consultant retains ownership of all frameworks, methodologies, templates, and pre-existing materials used in the performance of the Services ("Consultant Materials"). Client is granted a non-exclusive, perpetual, royalty-free license to use Consultant Materials solely for its internal business purposes as incorporated into a Deliverable.

Upon full payment of fees for the applicable SOW, Client owns the specific deliverables created by Consultant for Client under such SOW (the "Deliverables"), excluding Consultant Materials incorporated therein.

Consultant is an independent contractor. Nothing in this Agreement creates an employment, agency, partnership, joint venture, or franchise relationship between the parties. Consultant is solely responsible for all taxes, insurance, and benefits related to Consultant's own compensation.

Consultant is engaged in the general business of providing advisory services and may maintain other clients during the term of this Agreement, subject to Consultant's confidentiality obligations and disclosure of material conflicts of interest.

Except for a party's breach of confidentiality obligations or gross negligence, each party's aggregate liability under this Agreement is limited to the fees paid by Client to Consultant under the applicable SOW during the twelve (12) months preceding the event giving rise to the claim. Neither party is liable for indirect, incidental, or consequential damages.

Consultant's Services are advisory in nature. Client is solely responsible for all business decisions and actions taken as a result of the Services. Consultant does not provide legal, tax, accounting, or investment advice.

This Agreement is effective as of the Effective Date and continues until terminated in accordance with this Section 6.

Either party may terminate this Agreement or any then-current SOW upon thirty (30) days written notice. Fees earned through the effective date of termination remain payable.

Either party may terminate this Agreement or any SOW immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within fifteen (15) days of written notice.

Sections 2 (as to earned fees), 3, 4, 5, 6.4, and 7 survive termination of this Agreement.

All notices under this Agreement must be in writing and delivered to the address (email acceptable) set forth in the Preamble or to such other address as a party may designate.

This Agreement is governed by the laws of the State of Texas, without regard to conflict of laws principles. The parties consent to the exclusive jurisdiction of the state and federal courts located in Dallas County, Texas.

This Agreement, together with all executed SOWs, constitutes the entire agreement between the parties regarding the subject matter, supersedes all prior communications, and may be amended only in writing signed by both parties.