Service Agreement

01Purpose of This Agreement

This Service Agreement (the “Agreement”) sets out the terms on which Powel Liberty Sales (“we,” “us,” or “our”) provides advisory Services to a client (the “Client”). It is designed to apply across one or more Engagements, with the specific details of each Engagement recorded separately.

This Agreement should be read together with our Terms and Conditions and Privacy Policy. Where there is a conflict, the order of precedence is: a signed statement of work, then this Agreement, then our Terms and Conditions.

02Structure of the Engagement

This Agreement operates as a master framework. The scope, fees, timeline, and specific obligations for each body of work are described in a statement of work or accepted proposal (each, a “Statement of Work”). Each Statement of Work incorporates this Agreement by reference.

03Definitions

In this Agreement:

• Deliverables means the work product we prepare for the Client under a Statement of Work;
• Services means the advisory services described in a Statement of Work;
• Confidential Information means non-public information disclosed by one party to the other that is marked or would reasonably be understood to be confidential; and
• Background IP means intellectual property owned or developed by a party independently of an Engagement.

04Engagement of Services

We agree to provide the Services described in each Statement of Work with reasonable skill, care, and professional diligence. We will allocate appropriately qualified personnel and may engage subcontractors, remaining responsible for the Services they perform on our behalf.

05Statements of Work

Each Statement of Work will typically describe the objectives, scope, key activities, Deliverables, assumptions, timeline, and fees for the relevant Engagement. A Statement of Work takes effect when accepted in writing by both parties.

06Change Requests

Either party may request changes to the scope of a Statement of Work. Changes take effect only when agreed in writing. Where a change affects effort, timeline, or fees, we will provide a revised estimate before proceeding, and work outside the agreed scope may be subject to additional fees.

07Fees and Payment Terms

The Client agrees to pay the fees set out in each Statement of Work. Unless stated otherwise, fixed-scope work is invoiced on commencement and at defined milestones, and ongoing advisory is invoiced monthly in advance.

Invoices are payable within the period stated on them, and where none is stated, within fourteen days of the invoice date.

08Expenses

Reasonable, pre-approved expenses incurred specifically for an Engagement — such as third-party data, tools, or travel — are reimbursable at cost. We will seek the Client’s approval before incurring material expenses.

09Late Payment

If undisputed invoices remain unpaid after their due date, we may, on written notice, suspend Services until payment is received and may apply interest on overdue amounts to the extent permitted by law. The Client remains responsible for fees for Services performed.

10Client Obligations

To enable us to perform the Services, the Client agrees to:

• provide accurate and complete information and materials in a timely manner;
• make available appropriate personnel and decision-makers;
• provide timely feedback, approvals, and access reasonably required; and
• ensure it holds the rights necessary to share materials with us.

11Cooperation and Access

The Client acknowledges that the timeliness and quality of the Services depend on its cooperation. Delays in providing information, access, or approvals may affect timelines and outcomes and may result in adjustments to fees or schedule.

12Confidential Information

Each party will use the other’s Confidential Information only to perform or receive the Services and will protect it with reasonable care. Neither party will disclose the other’s Confidential Information except to personnel and advisers who need it and are bound by comparable obligations, or as required by law.

These obligations continue for three years after the end of the relevant Engagement and do not apply to information that is public, independently developed, already known, or rightfully received from a third party.

13Data Protection

Each party will comply with applicable data-protection laws in connection with personal information processed under this Agreement. Our handling of personal information is described in our Privacy Policy, and the parties will cooperate as reasonably necessary to meet their respective legal obligations.

14Intellectual Property Rights

Each party retains ownership of its Background IP. Nothing in this Agreement transfers ownership of a party’s Background IP to the other, except for the limited licences expressly granted in this Agreement.

15Deliverables and Licence

Subject to payment of all fees due for the relevant Engagement, we grant the Client a non-exclusive, perpetual licence to use the final Deliverables within its business for the purposes for which they were prepared.

We retain ownership of the methodologies, frameworks, templates, and know-how used to create the Deliverables, including any improvements to them, and may continue to use them freely.

16Pre-Existing and Background IP

Where Deliverables incorporate our Background IP, the licence granted to the Client extends only to use of that Background IP as embodied in the Deliverables, and not to any separate or standalone use.

17Non-Solicitation

During each Engagement and for twelve months afterwards, the Client agrees not to solicit for employment any individual who performed Services for it, except through general recruitment not specifically directed at our personnel. This provision is intended to protect a reasonable business interest and does not prevent ordinary hiring activity.

18Warranties

We warrant that the Services will be performed with reasonable skill and care consistent with professional standards. Except as expressly stated, and to the fullest extent permitted by law, we disclaim all other warranties, whether express or implied, including implied warranties of merchantability and fitness for a particular purpose.

19Disclaimer of Results

The Client acknowledges that we do not guarantee any specific business result, level of revenue, growth, or return, because outcomes depend on factors beyond our control, including market conditions and the Client’s own execution. Estimates and projections are provided for planning purposes only.

20Limitation of Liability

To the fullest extent permitted by law, neither party is liable for indirect, incidental, special, consequential, or punitive damages, or for loss of profits, revenue, data, or business opportunity, arising out of or relating to this Agreement.

Our total aggregate liability arising out of or relating to an Engagement will not exceed the total fees paid by the Client for that Engagement in the three months preceding the event giving rise to the claim. Nothing limits liability that cannot be limited under applicable law.

21Indemnification

The Client will indemnify us against third-party claims arising from materials the Client provides, the Client’s use of the Deliverables outside the agreed scope, or the Client’s breach of this Agreement or violation of law. Each party’s indemnity is subject to prompt notice of the claim and reasonable cooperation in its defense.

22Term

This Agreement begins on the date it is accepted and continues until terminated in accordance with its terms. Individual Engagements run for the period described in their Statement of Work.

23Termination

Either party may terminate this Agreement or a Statement of Work:

• for convenience, on the written notice period specified in the relevant Statement of Work;
• immediately, if the other party materially breaches the Agreement and fails to remedy the breach within thirty days of written notice; or
• immediately, if the other party becomes insolvent or ceases to carry on business.

24Effect of Termination

On termination, the Client will pay for Services performed and commitments made up to the effective date. We will deliver work in progress to the extent it has been paid for, and each party will return or destroy the other’s Confidential Information on request, subject to legal retention requirements.

25Independent Contractor Status

We provide the Services as an independent contractor. Nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship, and neither party has authority to bind the other except as expressly provided.

26Force Majeure

Neither party is liable for failure or delay in performance caused by events beyond its reasonable control, including natural events, infrastructure or utility failures, and acts of government. The affected party will notify the other and use reasonable efforts to mitigate the impact.

27Assignment

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

28Notices

Notices under this Agreement must be in writing and sent to the addresses the parties designate for that purpose, including the mailing address listed at the foot of this page. Notices are effective on receipt.

29Governing Law and Jurisdiction

This Agreement is governed by the laws of the Commonwealth of Kentucky, without regard to its conflict-of-law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in Boone County, Kentucky.

30Dispute Resolution

Before commencing proceedings, the parties will attempt in good faith to resolve any dispute through discussion between senior representatives for at least thirty days. This requirement does not prevent either party from seeking urgent injunctive relief where necessary to protect its rights.

31General

This Agreement, together with each Statement of Work and our published policies, constitutes the entire agreement between the parties on its subject matter and supersedes prior understandings. Any amendment must be in writing and agreed by both parties. If any provision is found unenforceable, it will be limited to the minimum extent necessary and the remainder will continue in effect. A party’s failure to enforce a provision is not a waiver of its right to do so later.