Master Service Agreement

1. Parties

Consultant: Old Forrest Consulting LLC
A Utah Limited Liability Company

Client: As identified in each Statement of Work executed under this Agreement.

2. Services

Consultant agrees to provide technical consulting services as described in one or more Statements of Work ("SOW") executed by both parties. Each SOW shall reference this Agreement and become part of it upon execution.

Services may include but are not limited to: AI integration and development, software architecture consulting, code review and optimization, infrastructure setup and migration, technical leadership, and fractional CTO services.

3. Engagement Types

3.1 Hourly Consulting

Time-based engagements billed at the hourly rate specified in the applicable SOW. Minimum billing increments of 30 minutes apply. Services include live debugging, architecture review, code audit, and immediate problem-solving.

3.2 Project-Based (Project Rescue)

Fixed-scope engagements with defined deliverables, timeline, and pricing as specified in the SOW. Includes a 30-day warranty period following project completion during which Consultant will address defects in delivered work at no additional charge.

3.3 Fractional CTO (Monthly Retainer)

Ongoing monthly engagements providing technical leadership, strategy, and guidance. Scope and deliverables defined in the SOW, typically including weekly strategy calls, code review, architectural decisions, vendor evaluation, and hiring assistance.

4. Fees and Payment

4.1 Fees

Fees for services shall be as set forth in each SOW. Unless otherwise specified:

• Hourly Consulting: $150 - $300 per hour
• Project Rescue: $3,000 - $20,000 per project
• Fractional CTO: $1,500 - $5,000 per month

4.2 Payment Terms

Payment terms shall be specified in each SOW. Unless otherwise agreed:

• Invoices are due upon receipt unless otherwise specified
• Project-based work may require deposits as specified in the SOW
• Monthly retainers are due on the first of each month in advance

4.3 Late Payment

Invoices not paid within 15 days of the due date shall accrue interest at a rate of 1.5% per month (18% annually) or the maximum rate permitted by law, whichever is less.

Work Suspension: Consultant reserves the right to suspend work on any engagement if any invoice remains unpaid for more than 30 days. Work shall resume within 5 business days of receipt of all outstanding payments.

4.4 Expenses

Client shall reimburse Consultant for reasonable out-of-pocket expenses incurred in connection with the Services, provided such expenses are pre-approved by Client in writing.

5. Intellectual Property

5.1 Work Product

Subject to Section 5.2 and upon full payment of all fees due, all deliverables, work product, and materials created by Consultant specifically for Client under this Agreement ("Work Product") shall be owned by Client. Consultant hereby assigns to Client all right, title, and interest in and to such Work Product.

5.2 Pre-Existing Materials

Consultant retains all right, title, and interest in and to any tools, frameworks, libraries, methodologies, know-how, and other materials that: (a) existed prior to the commencement of services; or (b) are developed by Consultant independently of the Services ("Pre-Existing Materials").

To the extent any Pre-Existing Materials are incorporated into the Work Product, Consultant grants Client a perpetual, non-exclusive, royalty-free license to use such Pre-Existing Materials solely as part of the Work Product.

5.3 Open Source

Any open source software incorporated into the Work Product shall remain subject to its applicable open source license. Client agrees to comply with all such licenses.

5.4 Client Materials

Client retains all right, title, and interest in and to any materials, data, content, or intellectual property provided by Client to Consultant ("Client Materials"). Client grants Consultant a limited license to use Client Materials solely for the purpose of providing the Services.

6. Confidentiality

Each party agrees to hold in confidence all Confidential Information disclosed by the other party. "Confidential Information" means any non-public information, technical data, trade secrets, or know-how disclosed by one party to the other, including but not limited to: business plans, customer lists, financial information, source code, and proprietary technology.

Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was known to the receiving party prior to disclosure; (c) is independently developed by the receiving party; or (d) is disclosed with the prior written approval of the disclosing party.

This confidentiality obligation shall survive termination of this Agreement for a period of three (3) years.

7. Warranties and Disclaimers

7.1 Consultant Warranties

Consultant warrants that: (a) the Services will be performed in a professional and workmanlike manner consistent with industry standards; (b) Consultant has the right to enter into this Agreement; and (c) to Consultant's knowledge, the Work Product will not infringe any third-party intellectual property rights.

7.2 Project Warranty

For Project-Based engagements, Consultant provides a 30-day warranty from the date of final delivery. During this period, Consultant will correct any defects or errors in the Work Product at no additional charge, provided such defects are reported in writing.

7.3 Disclaimer

EXCEPT AS EXPRESSLY SET FORTH HEREIN, CONSULTANT MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. CONSULTANT DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE.

8. Limitation of Liability

8.1 Cap on Liability

IN NO EVENT SHALL CONSULTANT'S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL FEES PAID BY CLIENT TO CONSULTANT UNDER THE SPECIFIC SOW GIVING RISE TO THE CLAIM DURING THE SIX (6) MONTHS PRECEDING THE CLAIM.

8.2 Exclusion of Damages

IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION LOSS OF PROFITS, DATA, BUSINESS OPPORTUNITIES, OR GOODWILL, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

9. Indemnification

9.1 Client Indemnification

Client shall indemnify, defend, and hold harmless Consultant from and against any claims, damages, losses, and expenses (including reasonable attorneys' fees) arising out of: (a) Client Materials; (b) Client's use of the Work Product in violation of this Agreement; or (c) any claim that Client Materials infringe any third-party rights.

9.2 Consultant Indemnification

Consultant shall indemnify, defend, and hold harmless Client from and against any claims, damages, losses, and expenses (including reasonable attorneys' fees) arising out of any claim that the Work Product (excluding Client Materials and third-party components) infringes any third-party intellectual property rights.

10. Termination

10.1 Termination for Convenience

Either party may terminate this Agreement or any SOW upon thirty (30) days' prior written notice to the other party.

10.2 Termination for Cause

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 fifteen (15) days after receiving written notice; or (b) becomes insolvent or files for bankruptcy.

10.3 Effect of Termination

Upon termination: (a) Client shall pay Consultant for all Services performed and expenses incurred through the effective date of termination; (b) each party shall return or destroy the other party's Confidential Information; (c) upon full payment, Client shall receive ownership of all completed Work Product.

10.4 Survival

Sections 5, 6, 7.3, 8, 9, 10.3, 10.4, and 11 shall survive termination of this Agreement.

11. Dispute Resolution

11.1 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Utah, without regard to its conflict of laws principles.

11.2 Mediation

The parties agree to attempt in good faith to resolve any dispute arising out of this Agreement through mediation before pursuing any other form of dispute resolution.

11.3 Arbitration

If mediation is unsuccessful, any dispute shall be resolved by binding arbitration in Salt Lake City, Utah, in accordance with the rules of the American Arbitration Association. The arbitrator's decision shall be final and binding.

11.4 Attorneys' Fees

The prevailing party in any dispute shall be entitled to recover reasonable attorneys' fees and costs from the other party.

12. General Provisions

12.1 Independent Contractor

Consultant is an independent contractor and not an employee, partner, or agent of Client. Consultant shall be solely responsible for all taxes, insurance, and benefits related to Consultant's personnel.

12.2 Assignment

Neither party may assign this Agreement without the prior written consent of the other party, except that either party may assign this Agreement in connection with a merger, acquisition, or sale of substantially all of its assets.

12.3 Entire Agreement

This Agreement, together with all SOWs, constitutes the entire agreement between the parties and supersedes all prior agreements, understandings, and communications.

12.4 Amendments

This Agreement may only be amended by a written instrument signed by both parties.

12.5 Severability

If any provision of this Agreement is found to be unenforceable, the remaining provisions shall continue in full force and effect.

12.6 Force Majeure

Neither party shall be liable for any delay or failure to perform due to causes beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, riots, pandemic, or government actions.

12.7 Notices

All notices under this Agreement shall be in writing and delivered by email with confirmation of receipt, or by certified mail to the addresses specified in the applicable SOW.