EKM Solutions LLC – Consulting Agreement & Terms of Engagement

Effective Date: 08/11/2025

Parties. This Consulting Agreement (“Agreement”) is between E & K Mobile Solutions LLC, d/b/a EKM Solutions LLC (“Consultant,” “we,” “us,” “our”) and the customer identified on the applicable order, proposal, or statement of work (“Client,” “you”). This Agreement governs any services you purchase from us.

1. Services & Scope

We provide business services including (but not limited to) compliance setup, business credit development guidance, and related consulting. Services are designed to assist businesses in establishing credibility, preparing for funding, and maintaining compliance. We do not provide financial, legal, or tax advice. Results are not guaranteed and may vary based on each client’s circumstances.

Statements of Work. Specific deliverables, timelines, and pricing may be set out in a quote, order, or statement of work (“SOW”) which is incorporated into this Agreement. In the event of conflict, the SOW controls for its project.

2. Independent Contractor

We perform Services as an independent contractor. Nothing herein creates an employment, partnership, or joint‑venture relationship. You acknowledge that we are not eligible for employee benefits (including health insurance, 401(k), paid leave, or similar) and that you will not withhold payroll taxes on our behalf. We are solely responsible for our taxes and business expenses unless expressly stated otherwise in an SOW.

3. Client Responsibilities

• Provide accurate, truthful, and complete information and timely access to documents and stakeholders reasonably required for delivery of the Services.
• Designate a primary contact with decision‑making authority and provide timely feedback/approvals.
• Comply with all applicable laws, regulations, and reporting requirements related to the Services.
• Understand that delays caused by missing information, late feedback, or third‑party dependencies may impact timelines and are not our responsibility.

4. Fees, Invoicing & Payment

• All fees are due per the order/SOW and must be paid by the invoice due date according to the plan selected.
• Unless stated otherwise, fees are exclusive of taxes, which are your responsibility.
• Late/Non‑Payment. We may suspend Services for unpaid invoices. A late fee of the lesser of 1.5% per month or the maximum permitted by law may apply to past‑due amounts.
• Refunds. Payments are non‑refundable once Services have commenced.
• Chargebacks. Initiating a chargeback without prior written notice and a 10‑day cure period is a material breach and may result in termination and recovery of collection costs, including reasonable attorneys’ fees.

5. Changes & Delivery

All timeframes are estimates, not guarantees. Scope changes must be agreed in writing (email is sufficient) and may affect fees and timelines.

6. Confidentiality & Non‑Disclosure

Each party may receive non‑public, confidential, or proprietary information of the other (“Confidential Information”). The receiving party will use the same degree of care it uses to protect its own confidential information (and no less than reasonable care), will use it only to perform or receive the Services, and will not disclose it to third parties except to personnel with a need to know under obligations at least as protective as this Agreement. Confidentiality obligations do not apply to information that is or becomes public through no fault of the receiving party, was already known without restriction, or is independently developed.

7. Data Protection

• We will implement reasonable administrative, technical, and physical safeguards appropriate to the nature of the data processed.
• Each party will comply with applicable data‑privacy laws (e.g., CCPA/CPRA, GDPR if applicable) to the extent such laws apply to it.
• Upon project completion or termination, and upon written request, we will return or securely destroy Client‑provided data unless retention is required by law or for legitimate business records (e.g., invoices, proofs of delivery).
• If a data incident involving Client data occurs, we will notify you without undue delay and cooperate in good faith consistent with applicable law.

8. Intellectual Property

Deliverables. To the extent any deliverables are specifically created for you and fully paid for, they are assigned to you on a “work‑made‑for‑hire” basis where legally permissible; otherwise, we assign all right, title, and interest in such deliverables to you, excluding our Pre‑Existing Materials.

Pre‑Existing Materials & Tools. We retain all rights in our pre‑existing or generic materials, frameworks, methods, checklists, templates, and tools (“Pre‑Existing Materials”). We grant you a non‑exclusive, non‑transferable, perpetual license to use such Pre‑Existing Materials solely as embedded in, and necessary to use, the deliverables for your internal business purposes. You may not resell or sublicense our Pre‑Existing Materials.

9. Credit Reporting Consent

We may, at our sole discretion and subject to applicable bureau requirements, report client payment history to one or more business credit bureaus once reporting capabilities are available and your account meets eligibility criteria. If/when reporting begins, timely payments may help build your business credit profile, and late or missed payments may negatively impact it.

10. Non‑Solicitation

During the engagement and for twelve (12) months thereafter, neither party will knowingly solicit for employment any employee or contractor of the other who was materially involved in the Services, except through general advertisements not directed at such individuals. If prohibited by applicable law, this clause will be construed to the maximum extent permitted.

11. Conflicts of Interest

We will disclose any actual conflict of interest known to us that would materially impair our ability to perform the Services. We may work with other clients, including in related industries, provided we preserve your Confidential Information.

12. Term, Termination & Kill Fees

• This Agreement begins on the Effective Date and continues until completion of the applicable SOW or earlier termination.
• Either party may terminate for material breach not cured within ten (10) days after written notice.
• You may terminate for convenience with seven (7) days’ written notice; in that event, you will pay (a) fees for work performed through the termination date, and (b) a reasonable kill fee of up to 20% of the remaining SOW value to cover scheduling and ramp costs, unless prohibited by law or expressly waived in writing.
• Upon termination, we will deliver work‑in‑progress that has been paid for and cooperate reasonably in transition.

13. Warranties; Disclaimers

• Each party represents it has the authority to enter this Agreement.
• We warrant Services will be performed in a professional and workmanlike manner per industry standards. Your exclusive remedy for breach of this warranty is re‑performance of the Services or, if we cannot re‑perform reasonably, a refund of fees paid for the non‑conforming Services.
• No Professional Advice. We do not provide legal, tax, or financial advice. You should consult qualified professionals before acting on any information.
• Disclaimer. Except as stated in this Section, the Services and deliverables are provided “as is” without warranties of any kind, express or implied.

14. Limitation of Liability

• To the fullest extent permitted by law, neither party is liable for indirect, incidental, special, consequential, exemplary, or punitive damages, or lost profits, even if advised of the possibility.
• Except for payment obligations, breach of confidentiality, or infringement/misappropriation of IP, each party’s aggregate liability under this Agreement will not exceed the fees paid or payable by you for the Services in the ninety (90) days preceding the event giving rise to the claim.

15. Indemnification

Each party will indemnify, defend, and hold harmless the other party from third‑party claims to the extent arising from the indemnifying party’s (a) gross negligence or willful misconduct, or (b) violation of applicable law, and will pay reasonable attorneys’ fees and costs finally awarded by a court or included in a settlement approved in writing by the indemnifying party.

16. Dispute Resolution; Governing Law

Before filing any action, the parties will first attempt in good faith to resolve any dispute by email to support@ekmsolutions.org within thirty (30) days. If not resolved, disputes will be settled by binding arbitration in Horry County, South Carolina under AAA rules. Either party may seek injunctive relief in a court of competent jurisdiction to protect Confidential Information or IP. This Agreement is governed by the laws of the State of South Carolina, without regard to conflicts of law. Class actions are waived.

17. Notices

Notices must be in writing and are deemed given when sent to the addresses on the order/SOW (or as later updated in writing) by email with confirmation, nationally recognized courier, or certified mail.

18. Force Majeure

Neither party is liable for delays or failures due to events beyond reasonable control (e.g., acts of God, labor disputes, outages, government actions), provided the affected party uses commercially reasonable efforts to mitigate.

19. Assignment; Subcontracting

Neither party may assign this Agreement without the other’s prior written consent, except that either party may assign to a successor in interest in connection with a merger, acquisition, or sale of substantially all assets. We may use qualified subcontractors and remain responsible for their performance.

20. Publicity

With your prior consent (email is fine), we may reference you as a client or describe the engagement in general terms without disclosing Confidential Information.

21. Entire Agreement; Miscellaneous

This Agreement (including any SOWs and policies referenced herein) is the entire agreement and supersedes prior proposals or communications on the subject matter. If any provision is unenforceable, it will be limited to the minimum extent necessary and the remainder will remain in effect. No waiver is effective unless in writing. This Agreement may be executed electronically and in counterparts.

Acceptance

By signing an order/SOW, clicking “I Agree,” or paying an invoice for Services, you acknowledge that you have read, understood, and agree to be bound by this Agreement.

Contact

This template is for general informational purposes and is not legal advice. Consider having local counsel review for your jurisdiction and specific use.