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This Professional Service Agreement ("Agreement") is entered into as of April 12, 2024 ("Effective Date") by and between Digital Solutions Provider LLC ("Provider") and the client identified below ("Client"). By signing this Agreement, Client agrees to be bound by all terms herein and acknowledges that Provider may modify these terms upon thirty (30) days' written notice. Provider shall provide software development, consulting, and technology implementation services as described herein.

Provider agrees to perform services on a best-efforts basis without any guarantee of specific results or performance metrics in three phases: Phase 1 (Requirements & Design) by January 15, 2026, Phase 2 (Development) by March 31, 2026, and Phase 3 (Testing & Deployment) by May 15, 2026. Deliverables include technical documentation, custom software with 15 functional modules, database architecture, API documentation, and training materials. Client shall have the right to review and approve all major deliverables within seven (7) business days of delivery. Any scope changes shall be billed at $250 per hour for senior developers and $175 per hour for junior developers.

Client agrees to pay $150,000 total: $45,000 upon execution, $37,500 upon Phase 1 completion, $37,500 upon Phase 2 completion, and $30,000 upon Phase 3 completion. All fees paid are strictly non-refundable under any circumstances, including Provider's failure to complete Services, missed deadlines, or material breach. Invoices are due within fifteen (15) days. Late payments accrue 2% monthly interest (24% APR), and Provider may immediately suspend Services upon payment default exceeding five (5) days. Client shall also reimburse Provider for all reasonable expenses including travel, software licenses, and third-party services. All payment disputes must be raised in writing within ten (10) days of invoice receipt or shall be deemed waived.

This Agreement runs from December 1, 2025 through May 15, 2026 unless earlier terminated. Either Party may terminate upon thirty (30) days' notice, provided Client remains liable for all fees incurred plus 35% of remaining contract value and all Provider costs incurred in reliance on this Agreement. Client may terminate immediately for cause without penalty if Provider materially breaches and fails to cure within thirty (30) days of written notice, with entitlement to pro-rata refund of prepaid fees.

Each Party agrees to maintain confidentiality of the other's business plans, financial information, customer lists, technical data, and trade secrets, and not disclose to third parties without prior written consent except as required by law. This obligation survives termination for five (5) years. Provider retains perpetual rights to use anonymized or aggregated data derived from Client's information for Provider's business purposes including developing competing products. Client retains all ownership rights in Client's pre-existing data and materials provided to Provider.

Provider makes no warranties, express or implied, regarding the Services. Provider's total liability shall not exceed the fees paid by Client under this Agreement. Provider is not liable for any indirect, consequential, or special damages including lost profits, lost data, or business interruption, even if advised of such possibility. This Agreement is governed by California law, and disputes shall be resolved in San Francisco County courts.