Master Services Agreement

This Master Services Agreement (this “Agreement”) effective as of the last date of signature (the “Effective Date”) is between RM Advisory LLC, a Delaware limited liability company ("Consultant") and [INSERT], a [insert type of legal entity and jurisdiction] (“Client”).

WHEREAS, Client desires to engage Consultant to provide certain professional services and Consultant is willing to provide certain professional services to assist Client;

NOW, THEREFORE, in consideration of the foregoing and of the mutual promises contained herein, the parties hereto agree as follows:

1. Services. Client and Consultant may agree to enter into one or more written statements of work each of which will reference this Agreement (each, an “SOW”) and describe the services to be performed thereunder (the “Services”). Each SOW is subject to the terms of this Agreement and constitutes a separate agreement between the parties thereto. A form of the statement of work is attached hereto as Exhibit A.

2. Alternative Practice Structure. RM Advisory LLC operates in an alternative practice structure with Richey, May & Co., LLP. Richey, May & Co., LLP is a licensed CPA firm and provides audit and attest services to its clients. RM Advisory LLC is not a licensed CPA firm and does not provide audit or attest services. Client understands that it has retained RM Advisory LLC for purposes of any SOW. Services provided to Client by Richey, May & Co., LLP, if any, are governed by a separate agreement. To the extent Client has separately engaged Richey, May & Co., LLP to provide services, Client hereby consents and authorizes Consultant to share with Richey, May & Co., LLP any information that Consultant may obtain, or have obtained, from Client or on Client’s behalf in the course of Consultant’s current or prior engagement(s).

3. Payment of Invoices. Client shall compensate Consultant under the terms of the SOW for the Services performed and expenses incurred, through the term or effective date of termination of such SOW. Consultant's invoices are due upon receipt. If payment is not received within thirty (30) days of receipt of an invoice (i) such invoice shall accrue a late charge equal to the lesser of (A) 1 ½% per month or (B) the highest rate allowable by law, in each case compounded monthly to the extent allowable by law, and (ii) Consultant may also suspend or terminate the Services or withhold any Deliverables. Client shall be responsible for any taxes imposed on the Services or on the SOW, other than taxes imposed by employment withholding for Consultant's personnel or on Consultant's income or property.

4. Term. This Agreement commences on the Effective Date and remains in effect until it is terminated pursuant to the terms hereof. Unless otherwise set forth in an SOW, either party may terminate this Agreement by giving thirty (30) days prior written notice to the other party. Either party to an SOW may terminate such SOW by giving thirty (30) days prior written notice to the other party. In the event of a termination for material breach, the breaching party shall have the right to cure the breach within the notice period. Consultant may immediately terminate any SOW or performance of any part of the Services upon written notice to Client if Consultant determines that the performance of any part of the Services would be in conflict with law, independence, conflict of interest, or other professional rules. In the event this Agreement is terminated, its terms shall continue to apply to all SOWs under which Services have not been completed at the effective date of such termination. Termination of an SOW has no effect on any other SOW.

5. Ownership.

   1. For purposes of this Agreement (i) "IP" means works of authorship, materials, information and other intellectual property; (ii) "Consultant IP" means all IP created prior to or independently of the performance of the Services, or created by Consultant or its subcontractors as a tool for their use in performing the Services, plus any modifications or enhancements thereto and derivative works based thereon; and (iii) "Deliverables" means all IP that Consultant or its subcontractors create specifically for delivery to Client as a result of the Services.

   2. Upon full payment to Consultant hereunder, and subject to the terms and conditions contained herein, Consultant hereby (i) assigns to Client all rights in and to the Deliverables, except to the extent they include any Consultant IP; and (ii) grants to Client the right to use, for Client's internal business purposes, any Consultant IP included in the Deliverables in connection with its use of the Deliverables. Except for the foregoing license grant, Consultant or its licensors retain all rights in and to all Consultant IP.

6. Confidentiality and Use.

   1. To the extent that, in connection with this Agreement or any SOW, either Consultant or Client (each, the "Receiving Party") comes into possession of any confidential information of the other (the "Disclosing Party"), it will not disclose such information to any third party without the Disclosing Party's consent, using at least the same degree of care as it employs in maintaining in confidence its own confidential information of a similar nature, but in no event less than a reasonable degree of care. The Disclosing Party hereby consents to the Receiving Party disclosing such confidential information (i) as expressly set forth in the SOW, (ii) to contractors providing administrative, infrastructure and other services to the Receiving Party and subcontractors performing services in respect thereof, in each case, whether located within or outside of the United States, provided that such contractors and subcontractors have agreed to be bound by confidentiality obligations similar to those in this Section 6(a), (iii) as may be required by law, regulation, judicial or administrative process, or in accordance with applicable professional standards or rules, or in connection with litigation pertaining hereto, and (iv) with respect to Consultant as the Receiving Party, to Consultant’s affiliates and to Richey, May & Co., LLP and its affiliates. Confidential information shall not be deemed to include information that (A) is or becomes publicly available other than as the result of a disclosure in breach hereof, (B) becomes available to the Receiving Party on a non-confidential basis from a source that the Receiving Party believes is not prohibited from disclosing such information to the Receiving Party, (C) is already known by the Receiving Party without any obligation of confidentiality with respect thereto, or (D) is developed by the Receiving Party independently of any disclosures made to the Receiving Party hereunder. This Section 6 supersedes any prior non-disclosure, confidentiality, or similar agreement between the parties (or their affiliates) with respect to the subject matter of this Agreement or any SOW, and any such prior agreement shall have no further force or effect as of the Effective Date.

   2. All Services and Deliverables shall be solely for Client’s benefit and are not intended to be relied upon by any person or entity other than Client. Client shall not disclose the Services or Deliverables, or refer to the Services or Deliverables in any communication, to any person or entity other than Client except (i) as expressly set forth in the SOW, (ii) to Client’s contractors solely for the purpose of their providing services to Client relating to the subject matter of such SOW, provided that they comply with the restrictions on disclosure set forth in this sentence, or (iii) to the extent included within Client-created materials that do not in any way, expressly or by implication, attribute such materials to Consultant or its subcontractors. Client agrees to indemnify and hold harmless Consultant, its affiliates and subcontractors, and their respective personnel from all Claims attributable to claims of third parties relating to the use or disclosure of the Services or Deliverables.

7. Limitation on Warranties. This is a services agreement. Consultant warrants that it shall perform the Services in good faith and in a professional manner. CONSULTANT DISCLAIMS ALL OTHER WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. CLIENT ACKNOWLEDGES THAT THE SERVICES DO NOT INCLUDE, AND CONSULTANT SHALL NOT BE RESPONSIBLE FOR PROVIDING, ANY PROCEDURES DESIGNED TO DISCOVER SIGNIFICANT ERRORS, FRAUD, DEFALCATIONS OR OTHER IRREGULARITIES, SHOULD ANY EXIST.

8. Limitation on Damages. Each party to a SOW, its subsidiaries, affiliates, subcontractors, and their respective personnel shall not be liable to the other party for any claims, liabilities, or expenses relating to or in connection with this Agreement or such SOW ("Claims") for an aggregate amount in excess of the fees paid by Client to Consultant under such SOW, except (i) to the extent resulting from the recklessness, bad faith, or intentional misconduct of the other party, its subsidiaries, affiliates, subcontractors or their respective personnel, or (ii) for payment for Services performed. In no event shall a party to an SOW, its subsidiaries, affiliates, subcontractors, or their respective personnel be liable for any loss of use, data, goodwill, revenues or profits (whether or not deemed to constitute a direct Claim), or any consequential, special, indirect, incidental, punitive or exemplary loss, damage, or expense relating to or in connection with this Agreement or such SOW. The provisions of this Section shall not apply to any Claim for which one party has an express obligation to indemnify the other. In circumstances where any limitation on damages or indemnification provision hereunder is unavailable, the aggregate liability of a party to an SOW, its subsidiaries, affiliates, subcontractors, and their respective personnel for any Claim shall not exceed an amount that is proportional to the relative fault that their conduct bears to all other conduct giving rise to such Claim.

9. Indemnification.

   1. Each party agrees to indemnify, defend and hold harmless the other party, its affiliates, subsidiaries, subcontractors, and their personnel from all Claims attributable to claims of third parties solely for bodily injury, death or damage to real or tangible personal property, to the extent directly and proximately caused by the negligence or intentional misconduct of such party while Consultant is engaged in the performance of the Services.

   2. The indemnified party shall provide the indemnifying party with prompt notice of any Claim for which indemnification is sought hereunder and shall cooperate in all reasonable respects with the indemnifying party in connection with any such Claim, provided however that the indemnified party’s failure to comply with such notice and cooperation obligations shall not relieve the indemnifying party of its indemnification obligations, except to the extent the indemnifying party has been actually prejudiced by such failure. The indemnifying party shall be entitled to control the handling of any such Claim and to defend or settle any such Claim, in its sole discretion, with counsel of its own choosing that is reasonably satisfactory to the indemnified party. The indemnifying party shall not settle any Claim without the prior written consent of the indemnified party.

10. Sole Recourse. Client acknowledges and agrees that its sole and exclusive remedy with respect to any and all claims for any breach of the Agreement or any SOW, shall be against Consultant and no other entity or person, including without limitation, any entity using the brand Richey May or any affiliates. In furtherance of the foregoing, Client hereby waives, to the fullest extent permitted under law, any and all claims and causes of action for any breach of contract, tort, or other claim against such other parties and each of their respective representatives arising under or based upon any legal theory, except in the event of common law fraud or intentional misconduct.

11. Relationship and Responsibilities.

    1. In addition to the responsibilities set forth in the SOW, Client shall cooperate with Consultant in the performance of the Services, including, (i) providing Consultant with adequate working space, equipment and facilities and timely access to data, information, and personnel of Client; (ii) providing experienced and qualified personnel having appropriate skills to perform their assigned tasks and duties in a competent and timely fashion; (iii) providing a stable, fully functional system infrastructure environment which will support the Services and allow Consultant and Client to work productively; and (iv) promptly notifying Consultant of any issues, concerns or disputes with respect to the Services. With respect to the data and information provided by Client to Consultant or its subcontractors for the performance of the Services, Client shall have all rights required to provide such data and information, and shall do so only in accordance with applicable law and with any procedures agreed upon in writing.

    2. Client shall be solely responsible for, among other things (i) the performance of its personnel and agents; (ii) the accuracy and completeness of all data and information provided to Consultant for purposes of the performance of the Services; (iii) making all management decisions, performing all management functions, and assuming all management responsibilities; (iv) designating a competent management member to oversee the Services; (v) evaluating the adequacy and results of the Services; (vi) accepting responsibility for the results of the Services; and (vii) establishing and maintaining internal controls, including monitoring ongoing activities.

    3. The Services may include advice and recommendations, but Consultant will not make any decisions on behalf of Client in connection with the implementation of such advice and recommendations. Consultant’s performance is dependent upon Client's (i) timely and effective satisfaction of its responsibilities under this Agreement and any SOW, and (ii) timely decisions and approvals in connection with the Services, upon which Consultant shall be entitled to rely.

    4. Consultant shall use diligent efforts to meet performance dates set forth in the SOW and shall notify Client promptly if Consultant encounters significant delays in completing the Services. Notwithstanding the foregoing, all performance dates contained in such SOW shall be regarded only as estimates.

12. AI Technology. Consultant may utilize machine learning, deep learning, and other artificial intelligence technologies, including generative artificial intelligence, statistical learning algorithms, models (including large language models), neural networks, and other artificial intelligence tools or methodologies (collectively, “AI Technology”) to assist Consultant in the performance of the Services. Notwithstanding the foregoing, any work product or insights generated by AI Technology for use in the Services will be subject to review and professional oversight by qualified personnel. Any use of such AI Technology shall occur solely within Consultant-controlled secure environments, and no Client data or information shall be disclosed to, transmitted to, or used to train any public AI Technology without Client’s prior written consent.

13. Survival and Interpretation. All provisions which are intended by their nature to survive performance of the Services shall survive such performance, or the expiration or termination of this Agreement or the applicable SOW. In the event of any conflict or ambiguity between this Agreement and the SOW, this Agreement shall control. Each of the provisions of this Agreement and each SOW shall apply to the fullest extent of the law, whether in contract, statute, tort (such as negligence), or otherwise, notwithstanding the failure of the essential purpose of any remedy. Any references herein to the term "including” shall be deemed to be followed by "without limitation."

14. Assignment and Subcontracting. Neither party may assign or subcontract any of its rights or obligations hereunder (including interests or Claims) without the prior written consent of the other party, provided that Consultant may assign any of its rights and obligations under the SOW to an affiliate or as part of the sale or transfer of all or substantially all of its assets and business, including by merger or consolidation. Notwithstanding the foregoing, Consultant may use subcontractors or other third-party service providers, which may be located within or outside the United States of America, to assist in performance of the Services. Consultant shall be responsible for performance of the Services by such subcontractors to the same extent that Consultant would be liable under this Agreement had Consultant performed the Services.

15. Non-exclusivity. Consultant may (i) provide any services to any person or entity, and (ii) develop for itself, or for others, any materials or processes including those that may be similar to those produced as a result of the Services, provided that, Consultant complies with its obligations of confidentiality set forth hereunder.

16. Non-solicitation. During the term of an SOW and for a period of one year thereafter, each party agrees that its personnel (in their capacity as such) who had substantive contact with personnel of the other party in the course of performance of the Services under such SOW shall not, without the other party's consent, directly or indirectly employ, solicit, engage or retain the services of such personnel of the other party. In the event a party breaches this provision, the breaching party shall be liable to the aggrieved party for an amount equal to thirty percent (30%) of the annual base compensation of the relevant personnel in his/her new position. Although such payment shall be the aggrieved party's exclusive means of monetary recovery from the breaching party for breach of this provision, the aggrieved party shall be entitled to seek injunctive or other equitable relief. This provision shall not restrict the right of either party to solicit or recruit generally in the media.

17. Force Majeure. Neither party shall be liable for any delays or non-performance directly or indirectly resulting from circumstances or causes beyond its reasonable control, including, fire, epidemic or other casualty, act of God, strike or labor dispute, war or other violence, or any law, order or requirement of any governmental agency or authority.

18. Independent Contractor. Each party is an independent contractor and neither party is, nor shall be considered to be, nor shall purport to act as, the other's agent, partner, fiduciary, joint venturer, or representative.

19. Governing Law. This Agreement and each SOW (including questions relating to their scope or enforceability), and all matters relating to or in connection with this Agreement and each SOW, shall be governed by, and construed in accordance with, the laws of the State of Colorado, without regard to the principles of conflicts of law thereof.

20. Disputes.

    1. Except with respect to actions or claims seeking specific performance, equitable or other non-monetary relief, any dispute or claim arising out of or relating to this Agreement or any SOW or the Services provided hereunder by or on behalf of Consultant or any of its subcontractors to Client (each, a “Dispute”), shall be finally resolved by arbitration in accordance with the procedures set forth herein and the CPR Rules for Non-Administered Arbitration (“Rules") in effect on the date of the SOW giving rise to the Dispute. In the event of a conflict between this Agreement and the Rules, this Agreement will control. The arbitration will be conducted in the State of Colorado before a panel of three arbitrators, to be selected in accordance with the screened selection process provided in the Rules. Any issue concerning the extent to which any Dispute is subject to arbitration, or concerning the applicability, interpretation, or enforceability of any of these procedures, shall be governed by the Federal Arbitration Act, 9 U.S.C. § 1, et seq., and resolved by the arbitrators. The arbitration panel shall not have the power to award specific performance, non-monetary or equitable relief or to make an award or impose a remedy that (i) is inconsistent with this Agreement, the SOW, or any other agreement relevant to the Dispute, or (ii) could not be made or imposed by a court deciding the matter in the same jurisdiction. In deciding the Dispute, the arbitration panel shall apply the limitations period that would be applied by a court deciding the matter in the same jurisdiction. Discovery shall be permitted in connection with the arbitration only to the extent, if any, expressly authorized by the arbitration panel upon a showing of substantial need by the party seeking discovery. All aspects of the arbitration shall be treated as confidential. The result of the arbitration shall be binding on the parties, and judgment on the arbitration award may be entered in any court having jurisdiction.

    2. Any Dispute that is not subject to the dispute resolution provisions above shall be brought and maintained exclusively in any state or federal court located in Douglas County, Colorado. Each of the parties hereby expressly and irrevocably submits to the exclusive jurisdiction of such courts for the purposes of any such Dispute and expressly and irrevocably waives, to the fullest extent permitted by law, any objection thereto, including any claim that any such Dispute has been brought in an inconvenient forum.

    3. WAIVER OF JURY TRIAL. THE PARTIES HEREBY IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM RELATING TO OR IN CONNECTION WITH THIS AGREEMENT OR ANY SOW.

21. Response to Legal and Regulatory Inquiries. If Consultant receives a request, including a subpoena, summons, or discovery demand in litigation, from any governmental agency, investigative body or a third-party in a legal, administrative or similar proceeding in which Consultant is not a party to produce any documentation or information, or to provide testimony relating to the Services, this Agreement, or any SOW, Consultant will invoice Client for Consultant’s time and expense incurred in complying with the request, including attorneys’ fees, as a separate engagement irrespective of whether Consultant is providing any other services to Client at that time. Client agrees that Consultant shall be entitled to compensation for time expended at its standard hourly rates and for reimbursement for all associated expenses, including any legal fees incurred in responding to such requests or subpoenas. Consultant will promptly inform Client of any such request unless legally prohibited from doing so. Charges may apply for additional requests for Consultant to provide copies of Client’s records.

22. Approval of Deliverables. Client shall approve each Deliverable that conforms in all material respects to the requirements therefor set forth in the SOW. Approval of a Deliverable shall be deemed given if Client has not provided Consultant with written notice of a deficiency within five (5) days of delivery of such Deliverable.

23. Notices. Any notices required or permitted under this Agreement or any SOW shall be in writing and shall be hand delivered, sent by overnight courier, or mailed by registered or certified United States mail, return receipt requested, postage prepaid, and addressed to the applicable entity set forth below. Each notice is effective upon receipt.

    To Consultant: RM Advisory LLC
    9780 S Meridian Blvd Suite 500
    Englewood, CO 80112 Legal@richeymay.com
    
    

    A party may change its notice contact information by giving prior notice of the new information (and the effective date thereof) in conformity with the foregoing.

24. Waivers and Amendments. No delay or omission by a party in enforcing its rights or remedies under this Agreement or any SOW shall impair such right or remedy or be deemed to be a waiver thereof. No waiver of any right or remedy under this Agreement with respect to any occurrence or event on one occasion shall be deemed a waiver of such right or remedy with respect to such occurrence or event on any other occasion. No amendment or waiver of this Agreement or any SOW shall be valid unless in writing and signed by the parties.

25. Severability. If any provision of this Agreement or any SOW is unenforceable, such provision shall not affect the other provisions, but such unenforceable provision shall be deemed modified to the extent reasonably necessary to render it enforceable, preserving to the fullest extent permissible the intent of the parties set forth herein.

26. Entire Agreement. This Agreement and the applicable SOW, including all attachments, shall constitute the entire agreement between the parties with respect to the subject matter of such SOW, shall supersede all other oral and written representations, understandings or agreements relating to or in connection with the subject matter thereof. In making its determination to proceed with an SOW, neither party thereto will have relied on any representation of the other party except as expressly set forth in this Agreement or such SOW.