Services. Client hereby engages Pathfinders Advisory ("Pathfinders") to provide to Client outsourced services ("Services") as more fully described in the Client Services Agreement ("Agreement") executed between Client and Pathfinders and to which these Standard Terms and Conditions ("Terms and Conditions") are incorporated by reference and made a part thereof. The Services will be provided by qualified individual or individuals as assigned by Pathfinders. Pathfinders, through its employees, agrees to render all Services in a professional and business-like manner and in full accordance with this Agreement.

Consideration. As consideration for Pathfinders' engagement Client will pay to Pathfinders compensation in the amounts and on the schedule as specified in this Agreement. Pathfinders may, in its sole discretion, modify any fees specified in this Agreement by giving Client at least fourteen (14) days' prior notice of such modification. Pathfinders will not modify fees specified in this Agreement more than once per three (3) month period. All pre-paid fees are non-refundable. Interest on past due amounts will accrue at the lesser of (1) one percent (1%) per month or (ii) the highest rate permitted by law, compounded monthly. If Client disputes a fee, Client will notify Pathfinders of the dispute within fourteen (14) days after receiving the invoice containing the disputed fee. The parties will work in good faith to investigate and resolve the dispute. If the parties are unable to resolve the dispute after fourteen (14) days, they will submit the dispute to a third party mutually agreed by them for resolution. Payment of the applicable invoice will be suspended until fourteen (14) days after resolution of the dispute.

Payroll and Benefit Law Adjustments. Pathfinders employees who are assigned to Client as part of a project consulting or outsourced CFO engagement ("Outsourced Professionals") are presumed to be non-exempt from laws requiring premium pay for overtime, holiday work, or weekend work. Pathfinders will charge you special rates for premium work time when an Outsourced Professional's work on assignment to Client, viewed by itself, would legally require premium pay and Client has authorized, directed, or allowed the Outsourced Professional to work such premium work time. Client's special billing rate for premium hours will be the same multiple of the regular billing rate as Pathfinders is required to apply to the Outsourced Professional's regular pay rate unless otherwise agreed in writing between the parties. For example, when federal law requires 150% of pay for work exceeding forty (40) hours in a week, Client will be billed at 150% of the regular bill rate. In addition to the fees specified in this Agreement, Client will pay Pathfinders the amount of all new or increased labor costs associated with the Outsourced Professional that Pathfinders is legally required to pay—such as wages, benefits, payroll taxes, social program contributions, or charges linked to benefit levels—unless the parties agree otherwise in writing.

Taxes. Client agrees that Client will be responsible for and pay any applicable sales, use or similar taxes applicable to the provision of Services under this Agreement.

Confidentiality. Pathfinders acknowledges that during the engagement Pathfinders will have access to and become acquainted with various trade secrets, inventions, innovations, processes, information, records, and specifications owned or licensed by the Client and/or used by the Client in connection with the operation of its business including, without limitation, the Client's business and processes, methods, customer lists, accounts and procedures (the "Confidential Information"). No knowledge, possession, or use of Client's Confidential Information by Pathfinders will be imputed as a result of Outsourced Professional having access to such Confidential Information. Pathfinders agrees that it will not disclose any of the Confidential Information, or use any of the Confidential Information, either during the term of its engagement with Client or at any time thereafter, except as reasonably required in the course of Pathfinders' engagement with Client or as may be required by law or legal process; provided, however, that the obligations of confidentiality and restriction on use in this section will not apply to any Confidential Information that: (a) is or becomes available to Pathfinders on a non-confidential basis from a source other than the Client; (b) is or becomes generally available to the public other than as a result of a disclosure by Pathfinders in violation of this section; (c) has been or is independently developed by Pathfinders without violating this section; or (d) is known by Pathfinders prior to the date of disclosure to Pathfinders.

Effect of Termination. Upon expiration or termination of this Agreement for any reason, Pathfinders will promptly: (a) Deliver to Client all documents, work product, and other materials, whether or not complete, prepared by or on behalf of Pathfinders in the course of performing the Services for which Client has paid, excepting working papers prepared in conjunction with the engagement which will be deemed Pathfinders' property and retained by Pathfinders. (b) Return to Client all Client-owned property, equipment or materials in its possession or control and remove any Pathfinders-owned property, equipment or materials located at Client's locations. (c) Provide reasonable cooperation and assistance to Client in transitioning the Services to an alternate Outsourced Professional or service provider, upon Client's written request and at Client's expense. (d) Permanently erase all of Client's Confidential Information from its computer systems; except that Pathfinders will be entitled to maintain copies of such Confidential Information on archived or back-up systems in the ordinary course of its business or in accordance with its document retention policies so long as the confidentiality of such Confidential Information is maintained.

Expenses. Client will reimburse Pathfinders and Outsourced Professional for all reasonable and approved out-of-pocket expenses which are incurred in connection with the performance of the Services. If Client requests Outsourced Professional travel as part of the engagement, Client will directly reimburse Outsourced Professional for their travel expenses within ten (10) business days of Outsourced Professional's submission of an expense report to Client. Alternatively, Client may request that Pathfinders process reimbursements for Outsourced Professional's travel expenses and Client will pay Pathfinders an administrative fee equal to twelve (12%) percent of such travel expenses in addition to the amount of the travel expenses reimbursed.

Client Representations and Warranties. Client represents and warrants that its execution and delivery of this Agreement (i) has been duly and validly authorized by Client and this Agreement is a legal, valid, and binding obligation of Client and (ii) will not cause Client to breach, violate, or otherwise be in non-compliance with any legal or contractual requirement.

Client Cooperation and Compliance with Laws. Client will cooperate with reasonable requests of Pathfinders and Outsourced Professional for assistance and information in order to facilitate provision of the Services to Pathfinders. Client understands that failure to timely provide requested information to Pathfinders and Outsourced Professional may result in delays or non-performance of the Services, and Pathfinders and Outsourced Professional will not be liable to Client for such delays or non-performance of the Services resulting from Client's failure to timely cooperate. Client will utilize the Services in accordance with all applicable laws and regulations and will not request Pathfinders or Outsourced Professional take any action, or refraining from taking any action, that would result in Client, Pathfinders, or Outsourced Professional violating any applicable laws and regulations.

Client Supervision. Client will properly supervise all Outsourced Professionals in the performance of the Services and will be solely responsible for Client's business operations, products, services, and intellectual property. Client is solely responsible for the supervision, control, and safeguarding of Client's premises, processes, or systems, and will not permit Outsourced Professional to authorize transfers of money, assist with payroll or payroll-related matters, sign checks, take other actions generally reserved for corporate officers, operate any vehicle or other mobile equipment, or entrust them with unattended cash, checks, keys, credit cards, merchandise, confidential or trade secret information, negotiable instruments, or other valuables without Pathfinders' prior written approval or as strictly necessary for performance of the Services. Client acknowledges that the insurance furnished by Pathfinders does not cover losses, damages, or liability caused by operation of Client's industrial, technical, or automotive equipment, and Outsourced Professionals are not authorized to do so. Client accepts full liability for any and all bodily injury, property damage, fire, theft, collision, or public liability damage which may result from an Outsourced Professional operating such equipment or otherwise permitting the Outsourced Professional to engage in any of the above prohibited activities. Client acknowledges that it cannot change the scope of Services provided by the Outsourced Professional without the express prior written approval of Pathfinders. Client will exclude Outsourced Professional from any and all of its benefit plans, policies, and practices, and not make any offer of promise relating to the Outsourced Professional's compensation or benefits. Client specifically represents, warrants, and covenants that its benefits plans, policies, and practices permit the waiver of such benefits plans as provided herein.

Equal Employment and Safety. Both parties agree to comply with all equal employment opportunity laws applicable to each party's performance under this Agreement, including, but not limited to, Title VII of the 1964 Civil Rights Act, the Civil Rights Act of 1991, the Americans with Disabilities Act, the Age Discrimination in Employment Act, the Fair Labor Standards Act, applicable state and local fair employment and wage laws, and if applicable, the affirmative action requirements of Executive Order 11246, the Rehabilitation Act of 1973, as amended, and the Vietnam Era Veterans Readjustment Assistance Act of 1974, as amended. Client represents, warrants, and covenants that its premises comply with all government requirements regarding safe working conditions and that Client will provide Outsourced Professionals working on Client's premises any required safety training or information. Client acknowledges that Pathfinders is an equal employment opportunity employer and agrees that it will not harass, discriminate against, or retaliate against any Outsourced Professional because of their race, national origin, age, sex, disability, marital status, sexual orientation, gender identity, or other category protected by law, nor will Client cause or request Pathfinders to engage in such prohibited activity. Furthermore, Client will take all reasonable steps necessary to prevent discrimination against, sexual harassment of, or violation of any other legal obligation of any Outsourced Professional within your work environment. Client will immediately notify Pathfinders in writing of any complaints tendered by or about an Outsourced Professional related to work conditions, safety, discrimination, harassment, and/or potential legal or ethical violations.

External Service Options. If Client requests that Pathfinders utilize external commercial services, including, but not limited to, cloud storage, remote control, and/or file-sharing services that are outside of Pathfinders' standard security protocols, Client will be solely responsible for the security or lack thereof of such services and any liability arising out of or relating to their use.

Email Communication. Client understands that Pathfinders may communicate with Client or third parties via email in connection with the Services, and that email communications may be intercepted or unintentionally disclosed or fail to deliver to the recipient. Client waives and releases Pathfinders from any liability related to Pathfinders' use of email communications.

Government Contracts. Client will immediately notify Pathfinders if Client requests or permits Outsourced Professional to perform Services under a governmental contract. Upon receipt of such notice, Pathfinders may, but is under no obligation to, immediately upon notice to Client (i) terminate this Agreement, (ii) modify the fees due for the Services, or (iii) suspend the Services pending re-negotiation of this Agreement.

Indemnification. Client agrees to defend, indemnify, and hold harmless Pathfinders and the Outsourced Professional, and all of their owners, officers, directors, employees, contractors, representatives, and agents from any and all losses, liabilities, damages, costs, penalties, judgments, deficiencies, awards, fines, and reasonable expenses, including reasonable attorneys' fees and costs, incurred (collectively, "Losses") relating to or arising from (i) any acts taken or not taken by Pathfinders or the Outsourced Professional in the course of providing Services hereunder (except for those arising out of the bad faith, gross negligence, or willful misconduct of Pathfinders or the Outsourced Professional), (ii) Client's violation of any applicable laws or regulations, (iii) gross negligence or willful misconduct, or (iv) taxes of any type of the Client including, but not limited to, sales, use, CAT and payroll taxes. The provisions of this section will survive any termination of this Agreement.

Liability Limitation. PATHFINDERS WILL NOT BE LIABLE UNDER This Agreement FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES, including, but not limited to, lost profits, loss of business opportunity, or loss of goodwill, RELATED TO THIS AGREEMENT OR THE SERVICES PERFORMED HEREUNDER even if Pathfinders was made aware of the potential for such damages. Pathfinders WILL NOT BE LIABLE UNDER THIS AGREEMENT FOR ANY DAMAGE AMOUNT MORE THAN THE AMOUNT PAID BY Client TO Pathfinders DURING THE three (3) MONTHS PRIOR TO THE EVENT GIVING RISE TO THE ALLEGED LIABILITY. The foregoing limitation of liability will not apply to direct damages incurred by Client as a direct result of Pathfinders' gross negligence or willful misconduct. Client acknowledges that the foregoing limitation of liability reflects an allocation of risk between the parties and forms an essential basis for the Fees charged to Client.

Independent Contractor. This Agreement is not intended to, and will not, establish any employment, partnership, or joint venture relationship between the parties. Pathfinders will control the conditions, time, details, and means by which Pathfinders and the Outsourced Professional perform the Services. Each party will be an independent contractor with respect to the other party, and neither party will have any right or ability to sign any document for or on behalf of the other party or otherwise to act for or on behalf of, bind, or create or enter into any obligation on the part of such other party except as otherwise specified in this Agreement. Neither Pathfinders nor the Outsourced Professional will be eligible for and will not receive any employee benefits from Client.

No-Hire of Outsourced Professional Employee. Client agrees that, without the prior written consent of Pathfinders, Client will not at any time during the term of Client's engagement with Pathfinders or within twelve (12) months following termination or expiration thereof, on behalf of itself or any other person or entity, directly or indirectly, individually or in concert with or through any other person or entity, (i) induce or attempt to induce any Outsourced Professional, employee, or contractor to leave the employ or engagement of Pathfinders, or (ii) employ (or engage to act, directly or indirectly, as an independent contractor or agent) any Outsourced Professional, employee, or contractor of Pathfinders. Without limiting the foregoing, Pathfinders may, but is under no obligation to, provide prior written consent for Client to employ (or engage to act, directly or indirectly, as an independent contractor or agent) an Outsourced Professional, employee, or contractor of Pathfinders upon payment of a fee to Pathfinders equal to the greater of Outsourced Professional, employee, or contractor's anticipated annual salary and bonus from Client or the annualized service fees, plus applicable taxes.

Feedback. Pathfinders owns all right, title, and interest in and to any comments, feedback, or other suggestions provided by Client relating to the Services ("Feedback"). Client hereby agrees to assign all right, title, and interest it has in and to any Feedback to Pathfinders and to ensure Pathfinders' ownership therein.

Notices. All notices required or permitted to be given hereunder will be in writing and will be hand delivered, delivered by nationally recognized overnight courier or certified mail, or sent by email transmission. Notices hand delivered or sent by overnight courier or certified mail will be deemed given on the date of delivery. Notices sent by email will be deemed given on the date acknowledged by the recipient. Notwithstanding the foregoing, notices from Pathfinders to Client regarding fee modifications or changes to these Terms and Conditions sent by email will be deemed given immediately upon transmission. Notices to Pathfinders will be sent to the following:

Pathfinders Advisory 9311 SE Maricamp Rd # 1061 Ocala, Florida 34472
Email: contact@pathfindersadvisory.com

Notices to Client will be sent to the address and/or email address on file with Pathfinders. Either party may update its notice contact information upon at least seven (7) days' prior notice to the other party.

Entire Agreement, Amendment. This Agreement contains the entire agreement of the parties, supersedes any and all prior understandings, agreements, representations and negotiations between them respecting the subject matters thereof, and, except as specified in section 2 of these Terms and Conditions, may not be amended except in a writing signed by both Client and Pathfinders. Notwithstanding the foregoing, Pathfinders may modify these Terms and Conditions at any time upon written notice to Client and posting of the revised Terms and Conditions on Pathfinders' website.

Assignment. This Agreement may not be assigned by Client without the express written consent of Pathfinders. Pathfinders may assign this Agreement without restriction.

Severability. In the event any provision of this Agreement or any application thereof is held to be invalid, illegal, or unenforceable in any respect, the validity, legality, and enforceability of the other provisions hereof and of any other application of the specific provision involved will not be affected or impaired in any manner.

No Third Party Benefit. Except as otherwise specifically provided herein, this Agreement is intended for the exclusive benefit of the parties and their respective successors and permitted assigns, and nothing contained in this Agreement will be construed as creating any right or benefit in or to any third party.

Survival. Any provision of this Agreement which by its nature would survive termination of this Agreement will be deemed to survive.

Waiver. Any waiver by either party of a breach of any provision of this Agreement will not operate as, or be construed to be, a waiver of any other breach of such provision or of any breach of any other provision herein. Failure by either party to insist upon strict adherence to any term of this Agreement on one or more occasions will not be considered as a waiver or deprive that party of the right thereafter to insist upon strict adherence to that term or any other term herein. Any waiver must be in writing and signed by the party granting the waiver.

Governing Law, Venue, Claims. This Agreement will be governed by and construed in accordance with the laws of the State of Florida, without reference to its principles of conflicts of laws. Each of Pathfinders and Client (i) agrees that any legal suit, action or proceeding arising out of or relating to this Agreement will be instituted exclusively in the state or federal courts of Marion County, Florida, (ii) waives any objection which such party may have now or hereafter to the venue of any such suit, action or proceeding, and (ii) irrevocably consents to the jurisdiction of the foregoing courts in any such suit, action or procedure. Client will reimburse Pathfinders, promptly upon Pathfinders' demand, for all attorneys' fees, costs, and other expenses incurred by Pathfinders associated with enforcing its rights under this Agreement against Client and/or collecting amounts due from Client to Pathfinders regardless of whether Pathfinders files suit against Client. Pathfinders will have no liability to Client for a claim filed against Pathfinders more than two (2) years after the facts giving rise to the claim.

Force Majeure. Any party will be excused from failures or delays in delivery or performance hereunder (excepting payment of fees) if such failure or delay is attributable to causes beyond the party's reasonable control such as acts of God, acts of government, flood, fire, earthquake, pandemic/epidemic, civil unrest, terrorism, strikes, or utility failures. In the event of any such delay, the time of delivery or performance and time of payment will be extended for a period of time equal to the time lost by reason of such delay (unless otherwise specified in writing between the parties) provided that such party continues to use its best efforts to recommence performance as soon as possible and to whatever extent possible without delay. The non-performing party will immediately notify the party to whom performance is due and describe at a reasonable level of detail the circumstances causing such failure or delay.

Interpretation. This Agreement is the result of careful negotiations between sophisticated parties and thus any principle of construction or rule of law that provides that an agreement will be construed against the drafter of the agreement in the event of any inconsistency or ambiguity in such agreement will not apply to the terms and conditions of this Agreement.

Signature/Counterparts. This Agreement may be executed in counterparts, each of which will be deemed to be an original, and both of which, taken together, will constitute one agreement binding on all parties. A facsimile signature or other similar electronic reproduction of a signature will have the force and effect of an original signature, and in the absence of an original signature, will constitute the original signature.