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 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 subject to administrative review.

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. For purposes of this Section, "full payment" means actual cash receipt by Consultant of all amounts due and owing under this Agreement (including any installments and the Engagement Retainer), not the invoice due date. Until full payment has been received, Consultant retains all right, title, and interest in the work product, including the right to (a) suspend delivery, (b) revoke any preliminary access, and (c) following thirty (30) days of unremedied non-payment, license, modify, or otherwise use the work product for Consultant's own purposes or for engagements with other clients. Upon full payment, ownership transfers to Client subject to Consultant's retained right to use general know-how, methodologies, and learnings derived from the engagement.

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

7.1 Limitation of Liability. EXCEPT FOR THE EXCLUSIONS SET FORTH IN SECTION 7.2, CONSULTANT'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT, REGARDLESS OF LEGAL THEORY (WHETHER IN CONTRACT, TORT, STATUTE, OR OTHERWISE), SHALL NOT EXCEED THE GREATER OF: (a) the total fees paid by Client to Consultant under this Agreement during the twelve (12) months preceding the event giving rise to the claim, OR (b) for multi-week engagements, the total amount paid for the engagement giving rise to the claim. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, OR DATA, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

7.2 Exclusions from Cap. The foregoing limitations DO NOT apply to: (i) breach of confidentiality obligations under the Mutual Non-Disclosure Agreement; (ii) infringement or misappropriation of the other party's intellectual property; (iii) gross negligence or willful misconduct; or (iv) liability that cannot be limited under applicable Maryland law.

8. Limitations Period

Any claim or cause of action arising out of or relating to this Agreement must be brought within the time period required by Maryland's statute of limitations for written contracts (currently three (3) years per Md. Code Cts. & Jud. Proc. §5-101). The parties do not intend by this Agreement to shorten or extend that period.

9. 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.

10. 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.

11. Dispute Resolution

11.1 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.

11.2 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.

12. Governing Law

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

13. 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.

14. 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.

15. Survival

The provisions of Sections 3 (Non-Refundable Engagement Retainer), 5 (Intellectual Property), 6 (Confidentiality), 7 (Limitation of Liability), 8 (Limitations Period), and 11 (Dispute Resolution) shall survive the termination or expiration of this Agreement.

16. Electronic Acceptance

By clicking "Accept & Book" or otherwise proceeding through Innosaid's booking confirmation flow, Client agrees that such action constitutes Client's electronic signature and acceptance of this Agreement under the Uniform Electronic Transactions Act, as adopted in Maryland (Md. Code Commercial Law §21-101 et seq.). The booking confirmation email and timestamped audit log of the acceptance event constitute prima facie evidence of Client's assent. The parties intend to conduct this transaction by electronic means and agree that electronic records and signatures shall have the same legal effect as written signatures.