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Consulting Services Agreement

CONSULTING SERVICES AGREEMENT

This Consulting Services Agreement (the "Agreement") is dated and made effective this January 10, 2026 (the “Date” of this Agreement) by and between:

CLIENT

, a business incorporated in , , with an address of:
, , , ,
(the "Client")

and

CONSULTANT

The Organized Geni Software Company, Inc., d/b/a Knowledge Tree Consulting, a business incorporated in Ontario, Canada, with an address of:
36 Northline Road, Unit 1, East York, Ontario, M4B 3E2, Canada
(the "Consultant")

BACKGROUND & RECITALS

WHEREAS, the Client acknowledges that the Consultant possesses the necessary qualifications, experience, and capabilities to provide business efficiency consulting services (the “Services”);

WHEREAS, the Consultant agrees to provide such Services to the Client under the terms and conditions set forth in this Agreement;

WHEREAS, this Agreement establishes the terms of engagement governing the provision of Services by the Consultant to the Client;

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the Parties (individually, a “Party” and collectively, the “Parties”) agree as follows:

SERVICES PROVIDED

1. Scope of Services:
The Client agrees to engage the Consultant to provide Business Efficiency Consulting services (the "Services") as outlined below.

2. Workshop Delivery:
The Services include a comprehensive 3-hour workshop designed to help the Client assess key business strengths, weaknesses, opportunities, and threats (SWOT Assessment). This interactive workshop will provide actionable insights to support strategic decision-making and operational improvements.

3. Service Delivery:
The date of the Workshop will be scheduled by mutual agreement between the Consultant and the Client. The Consultant will accommodate requests to reschedule provided such requests are made at least fourteen (14) calendar days prior to the scheduled Workshop date. The Client acknowledges that the Consultant allocates dedicated time and resources for each Workshop, and that cancellations, rescheduling requests, or failures to attend made within fourteen (14) calendar days of the scheduled date may result in forfeiture of the Workshop fee.

Notwithstanding the foregoing, the Consultant retains sole discretion as to whether any credit will be granted and is under no obligation to reschedule or refund late changes or missed sessions.
Any credits issued must be applied within twelve (12) months of the originally scheduled Workshop date, after which they will expire. The Client is solely responsible for requesting and verifying the application of any credits; the Consultant is not obligated to proactively apply or remind the Client of available credits.

4. Additional Consulting Services:
The Parties may mutually agree to expand the scope of Services to include additional consulting days or other tailored solutions during the term of this Agreement. Any such additions, including associated costs, will be documented in an Addendum to this Agreement or through a separate agreement signed by both Parties.

TERM OF AGREEMENT & TERMINATION

5. Term: The term of this Agreement (the “Term”) will commence on the Date of this Agreement and will remain in full force until two (2) months after the delivery of the Services, unless terminated earlier as provided herein. The additional two-month period is provided for the benefit of the Client, as the Consultant may offer follow-up support during this time. For clarity, the Term does not obligate the Client to use any additional services offered by the Consultant, nor does it preclude the Client from engaging other consultants or third parties during this period. The Term may be extended by mutual written consent of the Parties.

6. Termination: Either Party may terminate this Agreement at any time prior to the end of the Term by providing thirty (30) days’ written notice to the other Party. In the event of termination:

Notwithstanding the foregoing, the Consultant may terminate this Agreement immediately and without notice in the event of: (i) non-payment by the Client, (ii) material breach of this Agreement by the Client, or (iii) conduct by the Client that materially impedes the Consultant’s ability to perform the Services.

PERFORMANCE

7. The Parties agree to do everything reasonably necessary to ensure that the terms of this Agreement take effect.

8. The Client agrees to

CURRENCY

9. Except as otherwise provided in this Agreement, all monetary amounts referred to herein shall be in the currency agreed upon by the Parties, or, if not specified, the currency of the Client’s principal country of business.

CONSULTING FEE & PAYMENT

10. The Consultant will charge the Client a flat fee of five hundred dollars ($500.00) for the Services (the "Fee").

11. The Client will be invoiced by the Consultant upon acceptance of the Agreement.

12. Invoices submitted by the Consultant to the Client are due upon receipt.

13. After the commencement of delivery of the services, the Consultant will be entitled to full payment of the Fee if there has been no breach of contract on the part of the Consultant.

14. The Fee as stated in this Agreement does not include sales tax, or other applicable duties as may be required by law. Any sales tax and duties required by law will be charged to the Client in addition to the Fee.

REIMBURSEMENT OF EXPENSES

15. The Consultant will be reimbursed from time to time for reasonable and necessary expenses incurred by the Consultant in connection with providing the Services. The Consultant will provide receipts for expenses upon request by the Client.

INTEREST ON LATE PAYMENTS

16. The Consultant at its discretion may charge the client a Dunning Fee of $100 as well as Interest on any overdue amounts under this Agreement.

LIMITATION OF LIABILITY

17. The combined maximum liability of consultant, its parent, affiliates, subsidiaries, successors, assigns, sub-contractors its officers, managers, employees, and agents of any damages, including negligence or breach of this Agreement shall be the lesser of the actual damages incurred or the total amount paid by Client hereunder. Consultant, its parent, affiliates, subsidiaries, successors, assigns, sub-contractors and their officers, directors, managers, employees, and agents are hereby expressly released and discharged for any and all liability for any loss, injury, or damage to persons, business, reputation or property arising from their performance of the Services outlined herein in excess of the Compensation paid by Client.

CONFIDENTIALITY

18. Confidential information (the "Confidential Information") refers to any data or information relating to the business of the Client which would reasonably be considered to be proprietary to the Client including, but not limited to, accounting records, business processes, and client records and that is not generally known in the industry of the Client and where the release of that Confidential Information could reasonably be expected to cause harm to the Client.

19. The Consultant agrees that they will not disclose, divulge, reveal, report or use, for any purpose, any Confidential Information which the Consultant has obtained, except as authorized by the Client or as required by law. The obligations of confidentiality will apply during the Term and will end on the termination of this Agreement except in the case of any Confidential Information which is a trade secret in which case those obligations will last indefinitely.

20. All written and oral information and material disclosed or provided by the Client to the Consultant under this Agreement is Confidential Information regardless of whether it was provided before or after the date of this Agreement or how it was provided to the Consultant, except as authorized by the Client or as required by law.

USE OF CLIENT’S NAME, LOGO, AND TESTIMONIALS

21. Marketing Authorization: The Client hereby grants the Consultant the non-exclusive, royalty-free right to use the Client's business name, company logo, and any written or video testimonials provided by the Client in connection with the Consultant's marketing and promotional materials. This authorization includes, but is not limited to, the Consultant's website, social media profiles, printed materials, presentations, and marketing campaigns.

22. Client's Testimonials: The Client acknowledges that any written or video testimonials provided to the Consultant are accurate representations of the Client's experiences and opinions related to the services provided by the Consultant.

23. Revocation: The Client reserves the right to revoke this authorization at any time by providing written notice to the Consultant. Upon receipt of such notice, the Consultant shall promptly cease using the Client's name, logo, and testimonials for marketing purposes.

24. Confidentiality: The Consultant agrees to use the Client's name, logo, and testimonials solely for marketing and promotional purposes and shall not disclose any confidential or proprietary information of the Client.

25. Compliance with Applicable Laws: The Consultant shall ensure that all marketing materials and representations made using the Client's name, logo, and testimonials comply with all applicable laws, regulations, and industry standards.

26. Indemnification: The Consultant shall indemnify and hold the Client harmless from any claims, liabilities, damages, or expenses arising from the Consultant's use of the Client's name, logo, or testimonials in violation of this agreement.

OWNERSHIP OF INTELLECTUAL PROPERTY

Definitions
For purposes of this Agreement:

27. Consultant-Created Material: All Intellectual Property developed solely by the Consultant under this Agreement shall remain the exclusive property of the Consultant. The Client is granted a perpetual, non-exclusive, non-transferable license to use such Intellectual Property internally for its business operations. This license does not permit the Client to distribute, sublicense, sell, or otherwise make the Intellectual Property available to any third party without the Consultant’s prior written consent, except as provided in Clause 28.

28. Transfer of License: The Client may transfer the license granted under Clause 27 solely in connection with:

  1. 1. A sale or transfer of the Client’s business;
  2. 2. A merger, acquisition, or corporate restructuring of the Client;
  3. 3. The sale or transfer of a division or subsidiary of the Client that uses the Intellectual Property;
  4. 4. Use by a subsidiary or affiliate of the Client for internal business operations; or
  5. 5. Assignment under bankruptcy or receivership.

Any such transfer must be:

29. Ongoing Internal Use: The Client’s right to use the Consultant’s Intellectual Property for internal business purposes shall continue indefinitely, including after the termination or expiry of this Agreement. The Client may adapt or modify the Intellectual Property for internal use, provided that such adaptations do not disclose the Consultant’s proprietary methods or Confidential Information to external parties.

30. Client-Owned Material: Any Intellectual Property or materials owned or developed solely by the Client prior to, or independently of, this Agreement shall remain the exclusive property of the Client. The Consultant shall not claim any rights to such pre-existing Client materials.

31. Jointly Developed Material and Consultant Reuse: All Jointly Developed Material remains the property of the Consultant. The Client may use and adapt Jointly Developed Material internally for its own business operations, but may not sell, license, or distribute it externally without the Consultant’s prior written consent. The Consultant retains the right to reuse, adapt, or commercialize any materials created under this Agreement, including Jointly Developed Material, provided that any Client-specific confidential or proprietary information has been removed. Nothing in this Agreement prevents the Consultant from modifying, commercializing, or selling materials that include contributions from the Client if those contributions are non-proprietary, publicly known, obvious, or otherwise not unique, or if the Consultant has otherwise obtained the right to use them commercially.

RETURN OF PROPERTY

32. Upon the expiry or termination of this Agreement, and upon the written request of the Client, the Consultant will promptly return to the Client any property, documentation, records, or Confidential Information belonging to the Client that is in the Consultant’s possession, or, if expressly requested in writing by the Client, destroy such property. Notwithstanding the Client’s request for return or destruction, the Consultant may retain copies of any such property to the extent required for legal or regulatory purposes.

CAPACITY/INDEPENDENT CONSULTANT

33. In providing the Services under this Agreement it is expressly agreed that the Consultant is acting as an independent Consultant and not as an employee. The Consultant and the Client acknowledge that this Agreement does not create a partnership or joint venture between them and is exclusively a contract for service.

RIGHT OF SUBSTITUTION

34. Except as otherwise provided in this Agreement, the Consultant may, at the Consultant's absolute discretion, engage a third-party sub-Consultant to perform some or all the obligations of the Consultant under this Agreement and the Client will not hire or engage any third parties to assist with the provision of the Services.

35. In the event that the Consultant hires a sub-Consultant:

AUTONOMY

36. Except as otherwise provided in this Agreement, the Consultant will have full control over working time, methods, and decision making in relation to provision of the Services in accordance with the Agreement. The Consultant will work autonomously and not at the direction of the Client. However, the Consultant will be responsive to the reasonable needs and concerns of the Client.

EQUIPMENT

37. Except as otherwise provided in this Agreement, the Consultant will provide at the Consultant’s own expense, any and all tools, machinery, equipment, raw materials, supplies, workwear, and any other items or necessities required to deliver the services in accordance with the Agreement.

NO EXCLUSIVITY

38. The Parties acknowledge that this Agreement is non-exclusive and that either Party will be free, during and after the Term, to engage or contract with third parties for the provision of services similar to the services.

NOTICE

39. All notices, requests, demands or other communications required or permitted by the terms of this Agreement will be given in writing and delivered to the Parties at the following addresses:

or to such other address as either Party may from time to time notify the other.

INDEMNIFICATION

40. Client agrees to indemnify, hold harmless, and defend Consultant, its parent, affiliates, subsidiaries, successors, assigns, sub-contractors their officers, directors, managers, employees and agents from and against any and all losses, costs, expenses, damages, or liabilities (including reasonable legal fees and expenses) incurred or threatened to be incurred by any of them by reason of or arising out of or in connection with this Agreement or the performance of Services hereunder, including the negligence of Consultant.

CONSEQUENTIAL DAMAGES

41. Under no circumstances shall Consultant, its parent, affiliates, subsidiaries, successors, assigns, sub-contractors and/or its officers, managers, employees and agents be liable to Client or any other person or entity for any special, indirect or consequential loss or damage, whether or not such loss or damage is caused by the fault, breach of contract, or negligence of Consultant, its parent, affiliates, subsidiaries, successors, assigns, sub- contractors and/or its officers, managers, employees or agents. This exclusion of liability for special, indirect, or consequential loss or damage is intended to apply to damages or losses of any kind, including those damages of a “commercial” nature such as, but not limited to, loss of profits or revenue, costs of capital, damage to or loss of use of equipment or facilities or damage to Client’s reputation or any claims of Client, Client’s customers or any third party.

LEGAL FEES

42. If any dispute, default, suit or action arises from or in connection with this Agreement or bills due under this Agreement, the prevailing party, subject to the Limitation of Liability, shall be entitled to recover all reasonable legal fees, costs and expenses incurred, including without limitation, any at trial, on appeal, or in mediation, arbitration or bankruptcy proceeding.

NO GUARANTEE OF SUCCESS

43. Client understands that the profitability of its business derives in large part from certain intangible factors including, but not limited to, the level of technical skill, ability to communicate with customers, management skills, and the desire to succeed. The intangible factors also include, without limitation, the desire to hire and train staff, the level of competition within the business industry, and the general economic climate. The client represents that they are fully aware that Consultant makes no guarantee that the Services provided by consultant will be successful or will achieve any specific level of gross or net income for Client. Client is under no obligation to use the Services provided by consultant. Notwithstanding the Consultant relies on Client thoroughly reviewing itself, and by its professional advisers, all Deliverables before implementing suggested changes into Client’s business.

MODIFICATION OF AGREEMENT

44. Any amendment or modification of this Agreement or additional obligation assumed by either Party in connection with this Agreement will only be binding if evidenced in writing signed by each Party or an authorized representative of each Party.

TIME OF THE ESSENCE

45. Time is of the essence in this Agreement. No extension or variation of this Agreement will operate as a waiver of this provision.

ASSIGNMENT

46. The Consultant will not voluntarily, or by operation of law, assign or otherwise transfer its obligations under this Agreement without the prior written consent of the Client.

ENTIRE AGREEMENT

47. This Agreement constitutes the entire agreement between the parties, and it supersedes all prior and contemporaneous agreements, representations, and undertakings of the parties with respect to the subject matter of this Agreement.

INUREMENT

48. This Agreement will inure to the benefit of and be binding on the Parties and their respective heirs, executors, administrators and permitted successors and assigns.

TITLES/HEADINGS

49. Headings are inserted for the convenience of the Parties only and are not to be considered when interpreting this Agreement.

GENDER

50. Words in the singular mean and include the plural and vice versa. Words in the masculine mean and include the feminine and vice versa.

VENUE/JURISDICTION

51. This Agreement is made under and shall be governed by and construed and enforced in accordance with the laws of the province of Ontario and the federal laws of Canada. Any suit or action arising out of or in connection with this agreement must be brought in the city of Toronto in the province of Ontario and the parties hereby submit to the exclusive jurisdiction of any such court and any such suit or action.

COUNTERPARTS

52. This Agreement may be executed in counterparts. Each counterpart is deemed an original, but all counterparts together constitute the same agreement.

SEVERABILITY

53. In the event that any of the provisions of this Agreement are held to be invalid or unenforceable in whole or in part, all other provisions will nevertheless continue to be valid and enforceable with the invalid or unenforceable parts severed from the remainder of this Agreement.

WAIVER

54. The waiver by either Party of a breach, default, delay or omission of any of the provisions of this Agreement by the other Party will not be construed as a waiver of any subsequent breach of the same or other provisions.

IN WITNESS WHEREOF, the Parties have duly affixed their signatures under hand and seal on this January 10, 2026 .

The Organized Geni Software Company, Inc., d/b/a Knowledge Tree Consulting per:

Signature
Name: Jeremy Gunness
Title: CFO

:

Your signature

Name: Authorized Representative
Title: Authorized Representative


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