1. Applicability

These terms of engagement (these “Terms”) are the only terms that govern the provision of services by Armstrong, McGuire & Associates, LLC (“Armstrong McGuire”) to the Client identified in the accompanying proposal (the “Proposal”). The Proposal and these Terms (collectively, this “Agreement”) comprise the entire agreement between the parties, and supersede all prior or contemporaneous understandings, agreements, negotiations, representations, warranties, and communications, both written and oral. In the event of any conflict between these Terms and the Proposal, the Proposal shall govern. These Terms prevail over any of Client’s general terms and conditions regardless of whether or when Client has submitted its request for Proposal, order, or such terms. Provision of services to Client does not constitute acceptance of any of Client’s terms and conditions and does not serve to modify or amend these Terms. Armstrong McGuire and Client are sometimes collectively referred to herein as the “Parties” and individually as a “Party.”

2. Services

Armstrong McGuire shall provide the services to Client as described in the Proposal (the “Services”) in accordance with these Terms. Armstrong McGuire shall use reasonable efforts to meet any performance dates specified in the Proposal, and any such dates shall be estimates only. Client agrees that Armstrong McGuire may use consultants and subcontractors to perform the Services. Any changes or modifications to the Proposal must be made pursuant to a change order signed by an authorized representative of each Party.

3. Fees and Expenses; Payment Terms

Client shall pay Armstrong McGuire the fees and expenses specified in the Proposal. Client shall be responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind. Mileage is billed at the established IRS rate for travel outside the county of residence of the Armstrong McGuire associate working on the project. Travel time of more than a one (1) hour drive, one-way, from an Armstrong McGuire associate’s primary office location is considered a reimbursable expense and is billed at $50 per hour for travel inside the associate’s home state, and $75 per hour for travel outside of the associate’s home state. Unless otherwise stated in the Proposal, Armstrong McGuire will invoice Client monthly, and Client agrees to pay such invoices upon receipt. Client will remit payment to Armstrong McGuire, PO Box 6485, Raleigh, NC 27628. If any amounts become past due for any reason, Armstrong McGuire may, at its option and without further notice: (i) apply interest charges at the rate of one and one-half percent (1.5%) per month (18% per annum) or the highest rate allowable by law, whichever is less; and (ii)withhold further Services without liability until all invoices have been paid in full.

4. Warranty

Armstrong McGuire warrants that the Services will be performed by qualified personnel in a professional manner in accordance with generally accepted industry standards and in compliance with applicable law. Client’s exclusive remedy for breach of this warranty is reperformance of the Services, or if reperformance is not possible or conforming, refund of any amounts paid under this agreement for such non-conforming Services. The warranty set forth in this section is exclusive and is in lieu of all other warranties, express, implied, statutory, or otherwise with respect to the Services provided under this agreement.

5. Ownership of Work Product

All intellectual property rights, including copyrights, patents, patent disclosures and inventions (whether patentable or not), trademarks, service marks, trade secrets, know-how and other confidential information, trade dress, trade names, logos, corporate names, and domain names, together with all of the goodwill associated therewith, derivative works and all other rights (collectively, “Intellectual Property Rights”) in and to all documents, work product, and other materials that are delivered to Client under this Agreement or prepared by or on behalf of Armstrong McGuire in the course of performing the Services, including any items identified as such in the Proposal(collectively, the “Deliverables”), except for any Confidential Information of Client or Client materials, shall be owned by Armstrong McGuire. Armstrong McGuire hereby grants Client a license to use all Intellectual Property Rights free of additional charge and on a non-exclusive, worldwide, non-transferable, non-sublicensable, fully paid-up, royalty-free, and perpetual basis to the extent necessary to enable Client to make reasonable use of the Deliverables and the Services.

6. Confidential Information

Neither Party shall make use of the other's Confidential Information (as hereinafter defined) for purposes other than the performance of its obligations hereunder. Each Party shall protect the other’s Confidential Information by using the same degree of care it uses to protect its own information of a like nature, but no less than a reasonable degree of care. The receiving Party shall only disclose the Confidential Information to its employees, consultants, and subcontractors who have a need to know such Confidential Information to perform their obligations under this Agreement. "Confidential Information" shall mean all information of either Party not generally available to the public which is provided to the receiving Party by the disclosing Party or which the receiving Party has access to or discovers in the performance of this Agreement, including without limitation, all information relating to a Party’s products, business, and operations. Confidential information shall not include any information of a disclosing Party that: (a) is or becomes publicly known through no wrongful act of the receiving Party, (b) is already known to the receiving Party at the time of its disclosure without the obligation of a confidentiality agreement or other restriction, (c) is communicated to a third party with the express written consent of the disclosing Party, (d) is independently developed by the receiving Party without any use of the Confidential Information, or (e) has been supplied to the receiving Party without restriction by a third-party. All Confidential Information shall remain the property of the applicable disclosing Party. The receiving Party shall promptly return or destroy (at disclosing Party’s option) all copies of Confidential Information at any time upon requestor within thirty (30) days following the expiration or earlier termination of this Agreement.

7. LIMITATION OF LIABILITY; ACTIONS

IN NO EVENT SHALL EITHER PARTY BE LIABLE UNDER THIS AGREEMENT TO THE OTHER PARTY FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, STATUTORY, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, WHETHER SUCH LIABILITY IS BASED ON BREACH OF CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR SUCH DAMAGES COULD HAVE BEEN REASONABLY FORESEEN. IN NO EVENT SHALL ARMSTRONG MCGUIRE’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATEDTO BREACH OF CONTRACT, TORT (EXCLUDING GROSS NEGLIGENCE OR WILLFUL MISCONDUCT) OR OTHERWISE, EXCEED TWO TIMES THE AGGREGATE AMOUNTS PAID OR PAYABLE TO ARMSTRONG MCGUIRE PURSUANT TO THE APPLICABLE PROPOSAL. NO ACTION SHALL BE BROUGHT FOR ANY CLAIM RELATING TO OR ARISING OUT OF THIS AGREEMENT MORE THAN ONE (1) YEAR AFTER THE ACCRUAL OF SUCH CAUSE OF ACTION, EXCEPT FOR MONEY DUE ONAN OPEN ACCOUNT.

8. Cooperation; Publicity; Conflicts

Client agrees to comply with all reasonable requests of Armstrong McGuire and provide Armstrong McGuire’s personnel with access to all documents, information and facilities as may be reasonably necessary for the timely performance of the Services. Armstrong McGuire shall be free to disclose to the public that Client is a client of Armstrong McGuire and may use Client’s name and logo to make such statement. In addition, Client understands that Armstrong McGuire may be required under N.C. Gen. Stat. § 131F et seq. to make this Agreement public by filing a copy of it with the North Carolina Secretary of State’s office five (5) days prior to commencing the Services. Prior to each engagement, Armstrong McGuire will undertake reasonable and customary efforts to determine whether there are any potential conflicts of interest that would prevent Armstrong McGuire from performing Services for Client and will discuss such potential conflicts with Client.

9. Termination

In addition to any remedies that may be provided under this Agreement, Armstrong McGuire may terminate this Agreement with immediate effect upon written notice to Client, if Client: (a) fails to pay any amount when due under this Agreement and such failure continues for thirty (30) days after Client’s receipt of written notice of non-payment; (b) has not otherwise performed or complied with any of the terms of this Agreement, in whole or in part; or (c)becomes insolvent, files a petition for bankruptcy or commences or has commenced against it proceedings relating to bankruptcy, receivership, reorganization, or assignment for the benefit of creditors.

10. Force Majeure

Neither Party shall be liable for any failure or delay in the performance of its obligations under this Agreement, except for the payment of money, if such failure or delay is on account of causes beyond the reasonable control of the Party so defaulting or delaying in the performance of this Agreement, for so long as such force majeure event is in effect. The impacted Party shall use reasonable efforts to notify the other Party of the occurrence of such an event within ten (10) business days of its occurrence, which notice shall include a description of the force majeure event and an estimate of the length of time such event will delay or prevent performance hereunder. The other Party may immediately terminate this agreement in the event the impacted Party’s failure or delay remains uncured for a period of ninety (90) days following such notice.

11. Governing Law; Collections

This Agreement shall be construed and governed by the laws of the State of North Carolina, without regard to any conflicts of law provisions thereof to the contrary. Any legal suit, action, or proceeding arising out of or relating to this Agreement shall be instituted in the federal courts of the United States of America or the courts of the State of North Carolina in each case located in the City of Raleigh and County of Wake, and each Party irrevocably submits to the exclusive jurisdiction of such courts. Client agrees to reimburse Armstrong McGuire for any costs and expenses, including reasonable attorney’s fees, incurred in connection with the collection of any amounts due to Armstrong McGuire under this Agreement.

12. General Provisions

All notices required hereunder shall be in writing and addressed to the Parties at their respective address set forth above or as otherwise designated by a Party in writing. All notices will be deemed given when personally delivered or sent by nationally recognized overnight courier (with all fees pre-paid) or certified or registered mail (return receipt requested, postage prepaid). This Agreement is the entire agreement between the Parties with respect to the subject matter hereof and supersedes any prior agreement or communications between the Parties, whether written, oral, electronic, or otherwise. No change, modification, amendment, or addition of or to this Agreement or any part thereof shall be valid unless in writing and signed by authorized representatives of the Parties. No waiver of any term or right in this Agreement shall be effective unless in writing, signed by an authorized representative of the waiving Party. In the event any part or portion of this Agreement is deemed to be invalid, illegal, or otherwise unenforceable, the remaining provisions of the Agreement shall continue in full force and effect. The respective rights and remedies of the Parties as set forth herein shall be cumulative and not exclusive of any rights or remedies provided by law or equity. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, and such counterparts, together, shall constitute one and the same Agreement. Following the termination of this Agreement, any provision set forth herein which, by its very nature, is intended to survive any expiration or termination hereof, shall so survive, including without limitation, the provisions respecting ownership of work product, confidentiality, limitation of liability, accrued payment obligations, and governing law and venue.

Rev. 9/24/25