Master Services Agreement

This Master Services Agreement (this "Agreement") is entered into as of [completed from your order] (the "Effective Date") between Anomalist Enterprise LLC, an Indiana limited liability company with its principal office at 1219 Lincoln Ave, Evansville, IN 47714 ("Provider" or "AE"), and [completed from your order], a [completed from your order] [completed from your order] ("Client"). Provider and Client are each a "Party" and together the "Parties."

1. SERVICES; STATEMENTS OF WORK

1.1Services. Provider will perform the services described in one or more Statements of Work executed under this Agreement (each, an "SOW"). Each SOW is governed by this Agreement.

1.2Order of precedence. If this Agreement and an SOW conflict, the SOW controls for that engagement only, and only to the extent it expressly identifies the Agreement provision it is modifying. Absent such express language, this Agreement controls.

1.3Nature of engagement. This Agreement does not obligate Client to purchase, or Provider to perform, any services except as set out in an executed SOW.

2. FEES & PAYMENT

2.1Fees. Fees are stated in each SOW. There is no hourly billing unless an SOW expressly says otherwise.

2.2Invoiced work (Discovery, Build, one-off projects). Except for Subscription Fees under Section 2.3, and except where the applicable SOW specifies payment in advance, invoices are due net fifteen (15) days from the invoice date. Discovery, retainer, and deposit fees are payable in advance. Where an SOW specifies payment in advance, the stated fee is charged in full to Client's payment method on file at the time the order is placed, and no net-15 window applies. Pre-approved expenses are reimbursed at cost.

2.3Subscription fees. Recurring subscription fees ("Subscription Fees") are billed in advance on each renewal date and automatically charged to Client's payment method on file through Provider's payment processor (Stripe). Client authorizes such recurring charges until the subscription is cancelled under Section 11.1. There is no net-15 window for Subscription Fees.

2.4Late amounts; suspension. Undisputed amounts not paid when due accrue interest at 1.5% per month (or the maximum allowed by law, if lower). If an invoice is overdue or a subscription charge fails, Provider may, on written notice, suspend Services and Provider's administrative activity (including monitoring) until payment is current. Suspension is not termination. No suspension under this Section 2.4 extends to, and Provider will not suspend, restrict, or condition, Client's ownership under Section 4.1, Client's standing access under Section 6.6(a), or delivery of the Repository under Section 6.6(b)-(c) or Section 6.4, each of which is governed exclusively by those provisions.

2.5Taxes. Fees are exclusive of sales, use, or similar taxes. Client is responsible for any such taxes properly chargeable on the Services, excluding taxes on Provider's net income.

3. TERM & TERMINATION

3.1Term. This Agreement begins on the Effective Date and continues until terminated under this Section.

3.2Termination for convenience. Either Party may terminate this Agreement for convenience on fifteen (15) days' written notice; provided that any active SOW continues on its own terms unless separately terminated, and any ongoing subscription is cancelled only under Section 11.1 (cancellation effective at the end of the paid period), which controls over this Section 3.2 for subscriptions.

3.3Termination for cause. Either Party may terminate this Agreement or any SOW immediately if the other Party materially breaches and fails to cure within ten (10) days after written notice. Provider may also terminate for Client's failure to pay after suspension under Section 2.4.

3.4Effect. On termination, Client pays for all Services performed and non-cancellable commitments incurred through the effective date of termination. Sections 4, 5, 6.4 (offboarding), 6.5 through 6.8 (custody, access, delivery, and continuity), 7, 8, 9, 10, 11, 12, 13, 16, 18, 19, and 21 survive termination. Sections 4.1, 4.1.1, 4.2, and 6.4 through 6.8 survive indefinitely and are not limited to any survival period stated elsewhere.

4. INTELLECTUAL PROPERTY

4.1Custom deliverables. Provider hereby irrevocably assigns to Client, automatically upon creation and without any further act, instrument, payment, invoice, acceptance, or confirmation by either Party, all right, title, and interest worldwide — including all copyrights and all rights to sue for past, present, and future infringement — in the custom deliverables created specifically for that SOW ("Deliverables"), excluding Provider IP embedded in them. To the extent any such right cannot be assigned by operation of law, Provider grants Client an exclusive, perpetual, irrevocable, worldwide, fully paid, royalty-free, sublicensable, transferable license to exercise it.

4.1.1Ownership is not conditioned on payment. Client's ownership under Section 4.1 does not fail, revert, lapse, or become revocable by reason of Client's payment status, any dispute between the Parties, or the expiry or termination of this Agreement, any SOW, or any Plan. Provider's sole and exclusive remedies for non-payment are those stated in Section 2.4 and Section 3 — suspension of future performance, recovery of amounts owed, interest, and costs — and Provider expressly waives any right to revoke, rescind, condition, encumber, or withhold the assignment made by Section 4.1 or the Deliverables assigned by it.

4.2Provider IP. Provider retains all right, title, and interest in its pre-existing and independently developed tools, frameworks, templates, application "skeletons" (starter codebases), prompts, monitoring systems, methodologies, and know-how ("Provider IP"). Provider grants Client a perpetual, irrevocable, non-exclusive license to use, reproduce, modify, and create derivative works of Provider IP solely as embedded in and necessary to operate, maintain, and modify the Deliverables. That license is NOT revocable for breach, non-payment, or termination, and is transferable to a successor to Client's business together with the Deliverables. Provider may use the general skills, techniques, and learnings gained on other work.

4.3Client Materials. As between the Parties, Client retains all right, title, and interest in its pre-existing and independently created content, data, and third-party accounts, and in materials Client supplies ("Client Materials"). Client grants Provider a limited, non-exclusive license to use Client Materials solely to perform the Services. Nothing in this Agreement assigns Client Materials to Provider.

4.4Skeletons and trade secrets. Where an SOW provides Client access to Provider's skeletons or other Provider IP for Client's own build activity, that access is a non-exclusive, non-transferable license for Client's internal business use only. Client shall not (a) sell, license, publish, demonstrate, or otherwise disclose the skeletons or any substantial portion of them to any third party;

(b)use them to create products or services for sale or license to third parties; or (c) place skeleton-derived code in a public repository. Any tools Client builds from the skeletons for its own internal operations belong to Client; the skeletons themselves remain exclusively Provider's. This Section survives termination and any change of control, and breach entitles Provider to injunctive relief in addition to any other remedy.

4.5AI-generated components. Deliverables may include components generated with AI tools. Provider warrants its right to deliver such components to Client but does not warrant their copyrightability, registrability, or non-infringement; see Sections 7.4 and 16.3.

5. SUBCONTRACTORS

Provider may engage subcontractors to perform Services, provided Provider (a) remains responsible for their performance under this Agreement, and (b) binds each subcontractor, before any access to Deliverables, Provider IP, Client Materials, or Client accounts, to written confidentiality and present-tense intellectual-property assignment obligations at least as protective as this Agreement.

6. CUSTODY & ADMINISTRATIVE ACCESS

6.1Client-owned infrastructure. Where the Services involve accounts and infrastructure — including hosting (e.g., Cloudflare), domain registrars, and connected third-party services — Provider will, where practical, provision them in Client's own name so that Client is the owner of record. Client is responsible for the associated third-party fees after setup. The source-code repository is the exception, and is governed by Section 6.5.

6.2Grant of access. Client grants Provider administrative access to the Client-owned accounts identified in an SOW solely to perform the Services.

6.3Access hygiene. Provider will, where practicable, use dedicated service identities rather than personal accounts, will not remove Client's owner-level access, and will act within the scope of the Services. Provider's monitoring reduces but does not eliminate security risk, and Provider does not warrant that no incident will occur.

6.4Offboarding. On termination or expiry of this Agreement or of the last remaining SOW or Plan, for ANY reason including Client's material breach or non-payment, Provider will — without any request from Client — deliver the Repository in accordance with Section 6.6(b)-(c) within five (5) business days of the effective date, and will confirm delivery in writing together with a SHA-256 checksum of what was delivered. Provider will also deliver, within the same period, the deployment runbook, a list of the third-party services and accounts the Deliverables rely on, and the names and locations (not the values) of all required credentials. Provider will remove its administrative access and monitoring within fifteen (15) days of confirming delivery under this Section 6.4, or within such shorter period as the applicable SOW specifies. Client retains all accounts, domains, code, credentials, and data. Provider will retain its own copies of the Repository for ninety (90) days after delivery solely as a safeguard against a failed or incomplete handover, will redeliver on request at no charge during that period, and will thereafter delete them, certifying deletion in writing on request; Client may direct earlier deletion. Provider will provide up to two (2) hours of transition cooperation at no charge; further transition assistance is billable by separate agreement. No offboarding, transition, de-provisioning, export, or administrative fee of any kind may be charged for any delivery required by this Section 6.4 or Section 6.6.

6.5Location of the Repository. The source-code repository for the Deliverables (the "Repository") is established and maintained as a private repository within a code-hosting organization owned and controlled by Provider, so that Provider's automated security systems can perform the Services — including organization-level branch protection, code-owner review enforcement, secret scanning, push protection, and automated remediation — which cannot be performed equivalently from outside that organization. The applicable SOW identifies the specific organization and repository by name.

6.5.1Location does not affect ownership. The location of the Repository, and the identity of the account hosting it, do not create, transfer, condition, qualify, or in any way affect ownership of the Deliverables, which is determined exclusively by Section 4.1. Provider holds the Repository solely as custodian and bailee for Client's benefit and asserts no ownership of the Deliverables contained in it.

6.5.2No lien; no right of retention. Provider claims no interest in, and hereby expressly disclaims, waives, and releases, any lien (whether statutory, common-law, contractual, artisan's, possessory, or retaining), security interest, pledge, right of retention, right of setoff, or right of recoupment in, over, or against the Repository, the Deliverables, Client Materials, or Client's accounts, domains, or data. Nothing in this Agreement creates or is intended to create a security interest under Article 9 of the Uniform Commercial Code as enacted in any jurisdiction. Provider will not withhold, encrypt, disable, degrade, delete, transfer, make public, or condition access to or delivery of the Repository, the Deliverables, Client Materials, credentials, or documentation for any reason, INCLUDING BY REASON OF CLIENT'S ACTUAL OR ALLEGED BREACH, NON-PAYMENT, OR THE EXISTENCE OF ANY DISPUTE.

6.5.3Disclosure. Client acknowledges that Provider has disclosed this arrangement and the reasons for it, and has offered Client, at no charge, the alternative arrangements described in Section 6.6(d).

6.6Client's access to the Repository, and delivery on request.

(a)Standing access. Within five (5) business days of the Repository's creation, Provider will grant Client, and up to three (3) individuals Client designates in writing, read access to the Repository sufficient to view, browse, clone, and download the complete Repository including its full commit history. Provider bears any third-party platform charge arising from that access, and Client is never invoiced for it. Provider will grant such access as an outside collaborator and not as a member of Provider's organization, so that Client's access is limited to Client's own Repository. Provider will not remove, suspend, downgrade, or condition that access except at Client's written request, as to an individual who has ceased to be Client's authorized representative, or where the hosting platform suspends it without Provider's involvement.

(b)Delivery on request. Client may, at any time, on any number of occasions, for any reason or none, and at no charge, require Provider to deliver a complete copy of the Repository, comprising all branches, all tags, and the complete commit history — not a snapshot of the current working tree — together with, to the extent held by Provider and reasonably exportable, the continuous-integration and deployment configuration, dependency manifests and lockfiles, a written deployment runbook sufficient for a competent third-party developer to build and deploy the Deliverables, the names (not the values) of all required environment variables and secrets and the identity of the systems holding their values, and an export of issue and pull-request metadata.

(c)Method and service level. At Client's election, delivery is made by (i) a git bundle containing all refs, together with a SHA-256 checksum, delivered to a destination Client designates; (ii) a complete mirror push to a git remote Client designates and to which Client has granted Provider write access; or (iii) transfer of the hosted repository itself to an account Client designates, where the platform permits it. Provider will complete delivery under (i) within five (5) business days of a written request. Where Client elects (ii) or (iii), the same period runs from the later of the request and Client's provision of the access that method requires; if that access is not provided within five business days, Provider will deliver under (i) instead and notify Client that it has done so. Provider may not refuse or delay delivery under (i) on the ground that Client has not enabled another method.

(d)Standing alternatives, at no charge. Client may at any time elect, at no charge, (i) continuous mirroring of the Repository to a git remote Client owns, or (ii) automated periodic delivery of a copy under (c)(i) to storage Client owns, on a schedule of at least monthly. Provider will configure the elected arrangement within ten (10) business days of Client providing the necessary access.

(e)Unconditional. Client's rights under this Section 6.6 are absolute and are NOT conditioned upon payment of any amount whether or not due, the absence or resolution of any dispute, the execution of any release, waiver, settlement, or non-disparagement undertaking, Client's compliance with any other provision of this Agreement, or the continuation or termination of any Plan or SOW. Provider waives any defense of setoff, recoupment, or prior material breach in respect of its obligations under this Section 6.6.

6.7Effect of access and delivery on the Services.

(a)Taking a copy changes nothing. Client's exercise of its rights under Section 6.6(a)-(b) has no effect whatsoever on any Plan, SOW, entitlement, price, or service level. Provider continues to hold the Repository and to perform the Services exactly as before.

(b)Relocation. If Client additionally directs that the Repository be transferred out of Provider's organization and that Provider cease holding it, the Plan continues at the same price and with the same entitlements, save only to the extent that a specific entitlement is technically incapable of being delivered in the destination Client has chosen.

(c)Provider must state what changes, in writing. Within ten (10) business days of such a direction, Provider will deliver to Client a written statement identifying, item by item, each entitlement it can continue to deliver unchanged, each entitlement it cannot deliver or can deliver only in reduced form together with the specific technical reason, and any step Client could take in the destination account that would restore the affected entitlement.

(d)Client's election. On receipt of that statement Client may, at its sole option, (i) continue the Plan unchanged at the same price, (ii) continue at a reduced price proportionate to the entitlements Provider has stated it cannot deliver, or (iii) terminate the Plan immediately, without notice period or cancellation fee, with a pro-rata refund of the unused portion of the current billing cycle notwithstanding Section 11.1.

(e)No penalty. Provider will not charge any fee, impose any penalty, withdraw or reduce any entitlement, alter any price, or change any service level by reason of Client's exercise of any right under Section 6.6. Any reduction under

(b)may arise only from a genuine technical incapacity identified under (c), and the burden of demonstrating that incapacity is Provider's.

6.8Redundancy and continuity.

(a)Redundancy. Provider will maintain at all times at least two complete and independent copies of the Repository, of which at least one is held on infrastructure operated by a provider other than the provider hosting the primary Repository. Each copy will be refreshed not less often than every twenty-four (24) hours, will contain the complete commit history, will be retained for not less than thirty (30) days, and will be test-restored and verified at least quarterly. Where Client owns suitable storage, Provider will place one such copy in storage owned and controlled by Client, configured, where the platform supports it, so that Provider cannot delete or overwrite it during its retention period. At no time will the Repository exist in only one location.

(b)Continuity Events. Each of the following is a "Continuity Event": Provider's dissolution, winding-up, or cessation of business; Provider's bankruptcy, receivership, or assignment for the benefit of creditors; the death or incapacity of all of Provider's members for more than thirty (30) consecutive days; suspension, termination, or restriction by any code-hosting platform of Provider's account or organization, or any other loss of Provider's administrative control over the Repository, persisting more than five (5) consecutive business days; or Provider's failure to complete a delivery required by Section 6.6(c) within that period plus a further five (5) business days.

(c)Consequence. On a Continuity Event, Client is entitled to immediate delivery under Section 6.6 without further request, and may terminate any Plan immediately without notice or penalty with a pro-rata refund.

(d)Continuity mechanism. Provider will establish and maintain an automated mechanism which, if it does not receive an affirmative confirmation from a natural person authorized by Provider at least once every thirty (30) days, automatically delivers to Client's designated destination a complete copy of the Repository in the form required by Section 6.6(b), together with the deployment runbook and the names and locations of required credentials. Provider will test this mechanism at least semi-annually.

(e)Change of control. Provider will not assign this Agreement or transfer custody of the Repository, whether by assignment, merger, sale of assets, change of control, or operation of law, unless the transferee assumes Sections 4.1, 4.2, and 6.4 through 6.8 in writing for Client's benefit. Provider will notify Client of any change of control within ten (10) business days, and Client may thereupon require immediate delivery under Section 6.6 and terminate any Plan immediately without notice or penalty with a pro-rata refund. Client is an intended third-party beneficiary of any such assumption.

7. WARRANTIES & DISCLAIMER

7.1Provider warranty. Provider will perform the Services in a professional and workmanlike manner.

7.2Defect warranty. Section 11 governs defect correction for Builds.

7.3General disclaimer. EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, THE SERVICES AND DELIVERABLES ARE PROVIDED "AS IS," AND PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Provider does not warrant uninterrupted or error-free operation of third-party platforms (e.g., Cloudflare, Stripe, AI providers, registrars).

7.4AI-output disclaimer. Provider does not warrant the accuracy, completeness, copyrightability, registrability, or non-infringement of AI-generated output. Client is responsible for reviewing AI-assisted outputs before relying on them, and for any use of them in a regulated context.

8. INDEPENDENT CONTRACTOR

Provider is an independent contractor, not an employee, agent, joint venturer, or partner of Client. Neither Party may bind the other.

9. CONFIDENTIALITY

9.1Each Party will protect the other's non-public information ("Confidential Information") using at least reasonable care and use it only to perform or receive the Services.

9.2Obligations survive three (3) years after termination; obligations as to trade secrets survive as long as the information remains a trade secret.

9.3Carve-outs: information that is or becomes public through no fault of the receiving Party, was lawfully known before disclosure, is independently developed without use of the other's information, or is required to be disclosed by law (with prompt notice where legally permitted).

10. PHI & REGULATED DATA EXCLUSION

Client shall not submit to Provider, or route through Provider's tools, any protected health information (as defined under HIPAA), payment-card data beyond Stripe's tokenized handling, or other data subject to sector-specific regulation (e.g., GLBA, HIPAA, FERPA), unless the Parties first execute a separate written agreement (such as a Business Associate Agreement) addressing it. Provider is not a HIPAA business associate under this Agreement. If Provider discovers such data has been submitted without a required agreement, Provider may suspend the affected Services and require its deletion.

10.0Eligibility gate for Provider-held repositories. The custody arrangement in Section 6.5 is NOT AVAILABLE to, and Provider will not accept a repository into its organization from, a Client that is a HIPAA covered entity or that otherwise creates, receives, maintains, or transmits protected health information, unless and until (i) Provider's code-hosting platform has confirmed in writing that it will execute a business associate agreement covering Provider's account, and (ii) a business associate agreement has been executed between Provider and Client. Where either condition is unmet, the Repository is established and remains in Client's own account, Section 6.5 does not apply, and Sections 6.1 through 6.3 govern access. Provider screens for this at intake; a Client warranty under Section 10.1 does not substitute for the screen.

10.1The Repository specifically. Client will not commit, upload, or cause to be placed into the Repository, and will not instruct Provider to place into it, any production or live personal data of any individual, protected health information, cardholder or payment-instrument data, government identifiers, biometric data, database dumps or exports containing any of the foregoing, or any credential, API key, token, private key, or password. Test and seed data must be synthetic or irreversibly de-identified. Client acknowledges that git history is effectively permanent and that removing such material after commit requires a destructive rewrite of history. Provider will not place such material into the Repository either, and will configure the Repository so that secrets are held in the deployment platform rather than in source.

10.2If it happens anyway. On becoming aware that material described in Section 10.1 is present in the Repository, Provider will, without regard to which Party placed it there: notify Client's designated contact within twenty-four (24) hours, identifying what was found, where, and the commit range affected; suspend any automated process that would further disseminate or publish it; immediately rotate any credential exposed and notify the affected third-party provider; preserve and provide to Client the access logs and other records reasonably necessary for Client to assess whether a notifiable event has occurred; and, on Client's written direction, remove the material from the current branch tip and, where technically feasible, purge it from history — provided that Provider will not rewrite history without Client's specific written authorization, having first explained the destructive consequences. Nothing in this Section relieves either Party of a duty imposed on it directly by law.

10.3Provider's off-ramp. Where material described in Section 10.1 is present and Client does not authorize its removal within ten (10) business days, Provider may, on twenty (20) business days' written notice, cease to hold the Repository and require its relocation to an environment Client controls, delivering it under Section 6.6 at no charge. Such relocation is not a termination of any Plan, and Section 6.7(b)-(e) applies.

11. SUPPORT, CHANGE ALLOWANCE, SUBSCRIPTION & DEFECT WARRANTY

11.1Subscription plans; cancellation. Ongoing plans (each, a "Plan"), as identified in the applicable SOW, renew automatically until cancelled. Client may cancel a Plan at any time, effective at the end of the then-current paid billing period; Services continue through that date and no partial-period refund is due. Provider will give Client at least thirty (30) days' written notice before cancelling a Plan for convenience. This Section controls over Section 3.2 for subscriptions.

11.2Change allowance. Each plan includes a monthly change allowance for post-launch changes; requests exceeding the allowance are, at Client's election, quoted as a one-time add-on or deferred to the next cycle. The allowance does not roll over. Provider may meter the allowance by compute/usage and will not perform out-of-allowance work without approval.

11.3Defect warranty. For thirty (30) days after delivery of a Build, Provider will correct material defects (a Deliverable not performing as described in its SOW) at no charge. This excludes new features, changes caused by third-party platforms, and Client-side modifications. After the window, corrections are handled under the applicable plan's change allowance or a new SOW.

12. DATA PROTECTION & SECURITY

12.1Provider handles Client data only to perform the Services and applies reasonable technical and organizational safeguards.

12.2Breach notice. Provider will notify Client within seventy-two (72) hours after confirming a security breach affecting Client data, and will cooperate reasonably in Client's response.

12.3On termination, Provider returns or deletes Client data on request, except copies retained in routine backups or as required by law. Provider does not sell Client data.

12.4Where Client supplies end-user personal data, Client is the controller responsible for its lawful basis and notices; Provider processes it on Client's documented instructions.

13. LIMITATION OF LIABILITY

13.1No indirect damages. Neither Party is liable for indirect, incidental, special, consequential, or punitive damages, or for lost profits or lost data, even if advised of the possibility.

13.2General cap. Except as stated in Section 13.3, Provider's total liability under an SOW will not exceed the fees paid by Client for that SOW in the three (3) months preceding the event giving rise to the claim.

13.3Carve-outs and aggregate super-cap. The cap in Section 13.2 does not apply to Provider's (a) breach of confidentiality, (b) indemnification obligations under Section 16 (as limited by Section 16.3), (c) gross negligence or willful misconduct, or (d) failure to deliver the Repository as required by Section 6.4 or Section 6.6. Notwithstanding the foregoing, and except for liability that cannot be limited by law, Provider's total aggregate liability for all claims under this Agreement and all SOWs — including the carve-outs in this Section 13.3 — will not exceed the greater of (i) the proceeds actually available under Provider's applicable insurance for the claim, or (ii) the total fees paid by Client to Provider in the twelve (12) months preceding the event.

13.4These limitations reflect the allocation of risk between the Parties and survive termination.

14. [RESERVED — subscription cancellation is governed by Section 11.1.]

15. INSURANCE

Provider will maintain insurance appropriate to the nature and scale of each engagement. Before beginning, or accepting access for, any engagement involving

(a)Client end-user or consumer personal information beyond ordinary contact-form submissions; (b) e-commerce, payment, or checkout functionality; (c) Provider holding owner- or administrator-level credentials to Client production infrastructure on a standing basis; or (d) fees exceeding $10,000 in any twelve (12) month period, Provider will obtain and maintain errors-and-omissions (professional liability) and cyber-liability insurance at commercially reasonable limits, and will provide a certificate of insurance on Client's reasonable request. Every engagement in which Provider holds the Repository under Section 6.5 falls within clause (c), and Provider will not accept a repository into its organization before that coverage is in force. For engagements outside clauses (a)-(d), Provider's access will be limited to scoped, revocable service credentials as described in Section 6.3, and the limitations of liability in Section 13 apply in full. Each Party will maintain insurance appropriate to its obligations under this Agreement.

16. INDEMNIFICATION

16.1By each Party. Each Party will defend and indemnify the other against third-party claims arising from its own (a) gross negligence or willful misconduct, (b) breach of confidentiality, or (c) infringement of a third party's intellectual property by materials it supplied.

16.2Procedure. The indemnified Party gives prompt written notice and reasonable cooperation; the indemnifying Party controls the defense and any settlement that fully and unconditionally releases the indemnified Party.

16.3Limits on Provider's IP indemnity. Provider's IP-infringement indemnity under Section 16.1(c) is limited to claims of knowing or willful infringement, is subject to the aggregate super-cap in Section 13.3, and excludes claims arising from (i) AI-generated components; (ii) Client Materials or Client specifications; (iii) modifications made by anyone other than Provider; and (iv) combination of Deliverables with items not supplied by Provider.

17. PUBLICITY & PORTFOLIO

Unless the SOW says otherwise, Provider may identify Client as a client and display non-confidential descriptions, screenshots, and results of the work in its portfolio, case studies, and marketing. Any joint public announcement requires mutual consent. Client may, in writing, withdraw portfolio use of specific items it designates as confidential.

18. DISPUTE RESOLUTION

18.1The Parties will first attempt to resolve any dispute by good-faith negotiation between senior representatives within thirty (30) days, then by mediation in Vanderburgh County, Indiana, before commencing litigation.

18.2Either Party may seek injunctive relief for IP or confidentiality breaches at any time without first completing Sections 18.1. Client may additionally seek specific performance and injunctive relief to compel delivery of the Repository under Section 6.4 or Section 6.6, in any court of competent jurisdiction, without first completing Section 18.1 and without the necessity of posting a bond; the Parties agree that irreparable harm is presumed for that purpose. Nothing in Section 13 limits that remedy.

18.3Attorneys' fees. Each Party bears its own attorneys' fees, except that in an action to collect undisputed fees owed to Provider, the prevailing Party may recover its reasonable attorneys' fees and costs.

19. FORCE MAJEURE

Neither Party is liable for delay or failure caused by events beyond its reasonable control (e.g., natural disaster, war, labor action, or outage of essential third-party infrastructure). The affected Party will mitigate and resume performance promptly; payment obligations for work already performed are not excused.

20. ASSIGNMENT

Neither Party may assign this Agreement without the other's prior written consent, except that either Party may assign it without consent to a successor by merger, reorganization, entity conversion (including a limited-liability-company-to- corporation conversion), or sale of all or substantially all of its assets or equity. This Agreement binds and benefits the Parties' permitted successors and assigns.

21. GENERAL

21.1Governing law; venue. Indiana law governs, without regard to conflicts principles. Subject to Section 18, exclusive venue is the state and federal courts located in Vanderburgh County, Indiana.

21.2Authority. Each signatory represents that it is duly authorized to bind its Party. Provider's execution by both of its Members constitutes the Provider's authorization for this Agreement and any SOW executed under it.

21.3Notices. Notices must be in writing and are effective on delivery by hand, certified mail (return receipt requested), or email with confirmation of receipt, to each Party's address on file.

21.4Entire agreement; amendments. This Agreement and its SOWs are the entire agreement and supersede prior understandings. Amendments must be in writing and signed by both Parties.

21.5Waiver; severability. No waiver is implied by conduct. If any provision is unenforceable, the remainder stays in effect and the provision is reformed to the minimum extent necessary.

21.6Counterparts; e-signature; online acceptance. This Agreement may be executed in counterparts and by electronic signature, each of which has the same effect as an original. This Agreement may also be accepted through Provider's online ordering process: where Client, in submitting an order, affirmatively checks an acceptance box that identifies this Agreement by version and provides access to its full text, that act constitutes Client's execution of this Agreement, and Provider's acceptance of the resulting order constitutes Provider's execution, each with the same effect as a manual signature. Provider will retain a record of each such acceptance, including the accepting individual's name and email address, the date and time of acceptance, the originating IP address, and the version of this Agreement accepted, and will furnish that record to Client on request.

SIGNATURES

ANOMALIST ENTERPRISE LLC

By: ______________________________ Christopher James McElwain, Member Date: ______ By: ______________________________ Thomas Alfred Grimm III, Member Date: ______

[completed from your order] By: ______________________________ [completed from your order], [completed from your order] Date: ______