This Consulting Services Agreement ("Agreement") is entered into by and between:

Innosaid LLC ("Consultant"), operating through innosaid.com

and

  representing  , ("Client"), as identified through account registration and booking confirmation.

1. Services

Consultant agrees to provide professional consulting services to Client as requested and scheduled through the Innosaid booking platform. Services may include, but are not limited to:

• Technology consulting and advisory services
• Software development guidance
• Architecture review and recommendations
• Project planning and strategy
• Technical training and knowledge transfer

2. Compensation

2A. Hourly Consulting Sessions

Client agrees to pay Consultant at the rate of $100.00 USD per hour for all hourly consulting services rendered. Payment is due in full at the time of booking and is processed securely through Stripe.

Session duration options include 1 to 8 hours. The total fee is calculated based on the selected duration and must be paid in full before the consultation session begins.

2B. Engagement Bookings

For multi-week engagement bookings (including but not limited to Weekly, Proof-of-Concept, MVP, Quarterly, and Yearly engagements), Client agrees to pay a Non-Refundable Engagement Retainer equal to thirty percent (30%) of the total contract value at the time of booking. The remaining balance shall be billed in installments per the payment schedule agreed upon at the time of engagement confirmation.

Engagement pricing, including per-FTE rates, minimum FTE requirements, and installment schedules, is detailed on the Engagement Pricing page and is incorporated by reference into this Agreement.

3. Non-Refundable Engagement Retainer

3.1 Nature of Retainer: The Engagement Retainer is a non-refundable fee paid to secure Consultant's commitment of resources. This fee compensates Consultant for the identification, recruitment, vetting, scheduling, and reservation of personnel (including employees, contractors, and subcontractors) for the engagement, as well as opportunity costs incurred by declining other engagements during the contract period. The Engagement Retainer is earned upon receipt.

3.2 Liquidated Damages: The parties acknowledge and agree that the Engagement Retainer represents a reasonable estimate of the damages Consultant would sustain in the event of Client cancellation, which damages are difficult to calculate precisely at the time of contracting. Such damages include, but are not limited to: costs of resource allocation and onboarding; lost revenue from declining other client engagements; administrative and recruiting expenses; and bench costs for reserved personnel. The Engagement Retainer is not a penalty and is agreed to be a reasonable liquidated damages provision.

3.3 Resource Allocation: For purposes of this Agreement, "Resource Allocation" means the identification, recruitment, vetting, scheduling, or commitment of any personnel, including employees, contractors, or subcontractors, to the engagement. Resource Allocation begins immediately upon engagement confirmation.

4. Scheduling and Cancellation

4.1 Scheduling: Consultations and engagements are scheduled through the Innosaid online booking system. Client will receive confirmation via email upon successful booking.

Hourly Sessions

4.2 Cancellation — Hourly: Client may cancel or reschedule an hourly consultation within 24 hours of booking for a full refund. Cancellations made after 24 hours from the time of booking are subject to administrative review. Late cancellations and no-shows are non-refundable.

4.3 No-Show — Hourly: If Client fails to attend a scheduled hourly consultation without prior notice, the session fee is non-refundable.

Engagement Bookings

4.4 Cancellation — Engagement: Due to the nature of resource allocation and staffing commitments, the Engagement Retainer (30% of total contract value) is non-refundable regardless of when cancellation occurs. All engagement cancellation requests are submitted for administrative review. Client remains responsible for any amounts due for work completed through the date of cancellation.

4.5 Termination for Convenience — Engagement: Either party may terminate an engagement for convenience with thirty (30) days written notice. Upon termination: (a) Client shall pay for all work completed through the termination date; (b) the Engagement Retainer is not refundable; (c) Consultant shall deliver all completed work product within five (5) business days of the effective termination date.

4.6 Termination for Cause: Either party may terminate an engagement immediately upon material breach by the other party, provided the breaching party has been given ten (10) business days written notice to cure such breach. The non-breaching party may pursue actual damages.

5. Intellectual Property

5.1 Pre-existing IP: Each party retains all rights to their pre-existing intellectual property.

5.2 Work Product: Unless otherwise agreed in writing, any materials, code, documentation, or other deliverables created specifically for Client during the consultation shall become the property of Client upon full payment.

5.3 General Knowledge: Consultant retains the right to use general knowledge, skills, and experience gained during the engagement.

6. Confidentiality

Both parties agree to maintain the confidentiality of proprietary information shared during the consulting engagement. This obligation is further detailed in the separate Non-Disclosure Agreement (NDA) which must be accepted prior to booking.

7. Limitation of Liability

Consultant's total liability under this Agreement shall not exceed the total fees paid by Client for the specific consulting session giving rise to the claim. Consultant shall not be liable for any indirect, incidental, special, consequential, or punitive damages.

8. Disclaimer of Warranties

Consulting services are provided "as is" without warranty of any kind. Consultant does not guarantee specific outcomes or results from the consulting services. Client acknowledges that any business decisions made based on Consultant's advice are solely Client's responsibility.

9. Independent Contractor

Consultant is an independent contractor and not an employee, partner, or agent of Client. Nothing in this Agreement creates an employment relationship, partnership, or joint venture between the parties.

10. Dispute Resolution

10.1 Mediation: In the event of any dispute arising out of or relating to this Agreement, the parties agree to first attempt to resolve the dispute through good-faith mediation before initiating any legal action.

10.2 Venue: Any legal action or proceeding arising under this Agreement shall be brought exclusively in the state or federal courts located in the State of Maryland, and the parties irrevocably consent to the personal jurisdiction of such courts.

11. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to its conflict of law provisions.

12. Entire Agreement

This Agreement, together with the Non-Disclosure Agreement, constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior agreements, understandings, negotiations, and discussions, whether oral or written.

13. No Oral Modifications

This Agreement may not be modified or amended except by a written instrument signed by both parties. No waiver of any provision of this Agreement shall be effective unless in writing. Cancellation requests must be submitted in writing through the Innosaid platform.

14. Survival

The provisions of Sections 3 (Non-Refundable Engagement Retainer), 5 (Intellectual Property), 6 (Confidentiality), 7 (Limitation of Liability), and 10 (Dispute Resolution) shall survive the termination or expiration of this Agreement.

15. Acceptance

By proceeding with a booking through the Innosaid platform, Client acknowledges that they have read, understood, and agree to be bound by the terms and conditions of this Agreement.