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CONSULTING AGREEMENT

This Consulting Agreement ("Agreement") is made and entered into as of February 1, 2025 ("Effective Date"), by and between:

Innovative Solutions Inc.
A Delaware corporation
500 Technology Boulevard, Suite 300
Austin, TX 78701
("Company")

AND

Sarah Mitchell
d/b/a Mitchell Strategic Consulting
4521 Oak Street
Denver, CO 80205
("Consultant")

RECITALS

WHEREAS, Company desires to engage Consultant to provide certain strategic consulting services; and

WHEREAS, Consultant ha

{
  "document_type": "consulting_agreement",
  "effective_date": "2025-02-01",
  "parties": {
    "company": {
      "name": "Innovative Solutions Inc.",
      "address": "500 Technology Boulevard, Suite 300, Austin, TX 78701"
    },
    "consultant": {
      "name": "Sarah Mitchell d/b/a Mitchell Strategic Consulting",
      "type": "individual",
      "address": "4521 Oak Street, Denver, CO 80205",
      "entity_type": "Sole proprietor"
    }
  },
  "services": {
    "scope": "Strategic business consulting services including market analysis and competitive positioning, go-to-market strategy development, business development planning, and executive coaching and leadership development",
    "deliverables": [
      "Monthly strategic assessment reports",
      "Quarterly market analysis presentations",
      "Annual strategic roadmap document",
      "Weekly status updates via email"
    ],
    "project_name": "Market Expansion Initiative 2025",
    "acceptance_criteria": "Company has ten (10) business days following receipt to review and accept or provide written notice of deficiencies. Deemed accepted if no response within such period.",
    "change_order_process": "Any changes to scope must be documented in a written change order signed by both parties, specifying the nature of the change and any adjustment to fees or timeline."
  },
  "term": {
    "start_date": "2025-02-01",
    "end_date": "2026-01-31",
    "project_based": false,
    "termination_notice_days": 30,
    "termination_for_cause": "Either party may terminate immediately if the other party materially breaches and fails to cure within fifteen (15) days, or becomes insolvent or files for bankruptcy."
  },
  "compensation": {
    "fee_type": "Retainer",
    "rate": "$250.00 per hour for additional work beyond retainer",
    "project_fee": null,
    "retainer": "$15,000.00 per month",
    "payment_terms": "Net 30",
    "invoicing": "Detailed monthly invoices by the fifth (5th) business day of each month for prior month's services, including hourly breakdown for work beyond retainer scope.",
    "expenses": {
      "reimbursable": true,
      "pre_approval": "Expenses exceeding $250.00 require prior written approval",
      "markup": "No markup on reimbursable expenses"
    }
  },
  "intellectual_property": {
    "work_for_hire": true,
    "ip_assignment": "To the extent any Work Product does not qualify as work made for hire, Consultant hereby irrevocably assigns to Company all right, title, and interest in and to such Work Product, including all intellectual property rights therein.",
    "pre_existing_ip": "Consultant's pre-existing methodologies, templates, frameworks, and know-how remain property of Consultant. Non-exclusive, royalty-free, perpetual license granted to Company for Pre-Existing IP incorporated into Work Product.",
    "license_back": "Company does not grant Consultant any license to use the Work Product after termination."
  },
  "independent_contractor": {
    "relationship_type": "Independent contractor, not an employee, partner, or agent of Company",
    "no_benefits": true,
    "own_taxes": true,
    "own_insurance": true,
    "control_over_work": "Consultant retains full control over the manner and means of performing the Services, including work schedule and location, subject to meeting agreed-upon deadlines and deliverables."
  },
  "confidentiality": {
    "obligations": "Consultant must hold all Confidential Information in strict confidence, not disclose to third parties without prior written consent, use only for performing Services, and take reasonable precautions to prevent unauthorized disclosure.",
    "term": "Three (3) years following termination of Agreement",
    "return_of_materials": "Upon termination, Consultant shall promptly return or destroy all documents and materials containing Confidential Information and certify such return or destruction in writing."
  },
  "non_solicitation": {
    "present": true,
    "scope": "Employees with whom Consultant had material contact, and customers or prospective customers where Consultant gained knowledge through the engagement",
    "duration": "Twelve (12) months following termination"
  },
  "non_compete": {
    "present": true,
    "scope": "Direct competitors in the enterprise software market as listed on Exhibit A (TechGiant Corporation, Enterprise Systems Ltd., CloudFirst Solutions Inc.)",
    "duration": "During the term only - does not extend beyond termination"
  },
  "representations_warranties": {
    "authority": true,
    "no_conflicts": true,
    "professional_manner": true,
    "compliance_with_laws": true
  },
  "indemnification": {
    "consultant_indemnifies": "Company from claims arising from Consultant's negligence or willful misconduct, breach of representations or warranties, and any claim that Work Product infringes third-party intellectual property rights.",
    "company_indemnifies": "Consultant from claims arising from Company's use of Work Product in a manner not authorized by the Agreement."
  },
  "limitation_of_liability": {
    "cap": "Total fees paid or payable during the twelve (12) months preceding the claim, except for indemnification obligations and breaches of confidentiality",
    "consequential_excluded": true
  },
  "insurance": {
    "required": true,
    "types": [
      "Professional Liability (Errors & Omissions)",
      "General Liability"
    ],
    "minimum_coverage": "$1,000,000 per occurrence for both Professional Liability and General Liability"
  },
  "governing_law": "State of Texas",
  "signatures": {
    "company_signed": true,
    "consultant_signed": true,
    "date_signed": "2025-02-01"
  }
}