This Master Services Agreement ("Agreement") governs the provision of services by Next Level Now, Inc. and is effective as of the date a Statement of Work or other engagement document is executed by the Client.

1. Scope of Services

Next Level Now provides financial and business advisory services, including but not limited to:

• Strategic financial planning and analysis
• Accounting and controllership services
• Fractional CFO and outsourced CFO services
• Budgeting, forecasting, and cash flow management
• Transaction support for acquisitions and business sales
• Operational improvement consulting
• Systems implementation and optimization
• Financial due diligence and valuation analysis

This list is illustrative and not exhaustive.

Specific deliverables, timelines, pricing, and project details will be outlined in individual Statements of Work (SOWs), which are incorporated into and governed by this Agreement.

The Client agrees to provide reasonable access to financial information, systems, and personnel necessary for Next Level Now to perform the Services.

2. Term and Termination

This Agreement begins on the Effective Date and remains in effect until terminated.

Either Party may terminate the Agreement by providing thirty (30) days written notice unless otherwise specified in an applicable Statement of Work.

Either Party may terminate immediately if the other Party materially breaches the Agreement and fails to cure the breach within fifteen (15) days after receiving written notice.

Termination does not relieve either Party of payment obligations for Services performed prior to termination.

The provisions relating to confidentiality, intellectual property, liability, indemnification, non solicitation, attorneys' fees, and any provisions intended to survive termination shall remain in effect.

3. Fees and Payment

Fees and payment terms shall be set forth in each applicable SOW. Unless otherwise specified in an SOW:

• Service fees will be invoiced on the first (1st) day of each month, and payment will be automatically processed via ACH by the fifth (5th) day of each month.
• Reasonable out-of-pocket expenses incurred by the Provider in connection with the Services, including travel to the Client’s site, will be invoiced separately and automatically processed via ACH within seven (7) days of the invoice date. The Provider will obtain the Client’s approval before incurring any such expenses.

Any overdue amounts shall accrue interest at the rate of 1.5% per month, or the maximum rate permitted by applicable law, whichever is less.

The Client shall be responsible for all sales, use, excise, and similar taxes imposed in connection with the Services, excluding taxes on the Provider’s income, revenues, gross receipts, personnel, or real or personal property or other assets.

4. Confidentiality

Each Party agrees to maintain the confidentiality of all non public, proprietary, or confidential information received from the other Party.

Confidential Information includes business operations, financial information, methodologies, intellectual property, trade secrets, software, processes, templates, and other proprietary materials.

Confidential Information does not include information that:

• Is publicly available through no fault of the receiving Party
• Was lawfully obtained from another source
• Was already known before disclosure
• Was independently developed
• Must be disclosed by law

Upon termination, Confidential Information must be returned or destroyed upon request.

These confidentiality obligations survive for three (3) years after termination.

Each Party acknowledges that unauthorized disclosure may cause irreparable harm and that injunctive relief may be appropriate.

5. Ownership and Intellectual Property

Upon full payment, all final reports and client specific deliverables identified in an applicable Statement of Work become the property of the Client.

Next Level Now retains ownership of all pre existing and proprietary materials, including:

• Methodologies
• Templates
• Standard operating procedures
• Models
• Software
• Checklists
• Internal tools
• Work papers
• Know how

The Client receives a non exclusive license to use these Provider Materials solely for internal business purposes.

6. Representations and Warranties

Each Party represents that it has authority to enter into this Agreement.

Next Level Now warrants that Services will be performed professionally and in compliance with applicable laws.

Except for these express warranties, Services are provided "as is" without additional warranties, including warranties of merchantability, fitness for a particular purpose, non infringement, or guaranteed business results.

7. Limitation of Liability

Except for payment obligations, confidentiality breaches, intellectual property violations, and non solicitation obligations:

• Neither Party is liable for indirect, incidental, consequential, special, exemplary, or punitive damages.
• Total liability shall not exceed the fees paid under the applicable Statement of Work during the twelve (12) months preceding the claim.

8. Indemnification

Each Party agrees to indemnify, defend, and hold harmless the other Party against third party claims arising from:

• Material breach of this Agreement
• Gross negligence
• Willful misconduct

The indemnifying Party controls the defense, while the other Party agrees to cooperate as reasonably necessary.

9. Non Solicitation

During the Agreement and for twelve (12) months following termination, the Client agrees not to solicit or hire employees or contractors of Next Level Now who participated in providing Services.

If this provision is violated, the Client agrees to pay liquidated damages equal to thirty three percent (33%) of the individual's anticipated annual compensation.

10. Attorneys' Fees

The prevailing Party in any legal action relating to this Agreement is entitled to recover reasonable attorneys' fees and costs.

11. Independent Contractor

The Parties acknowledge that they are independent contractors.

Nothing in this Agreement creates an employment relationship, partnership, agency, or joint venture.

12. Governing Law

This Agreement is governed by the laws of the State of New Hampshire.

Any legal action relating to this Agreement shall be brought exclusively in the state or federal courts located in Rockingham County, New Hampshire.

13. Miscellaneous

• This Agreement and all Statements of Work constitute the entire agreement between the Parties.
• Amendments must be in writing and signed by both Parties.
• If any provision is found unenforceable, the remaining provisions remain in effect.
• Failure to enforce any provision is not a waiver of future enforcement.
• Neither Party may assign this Agreement without prior written consent, except in connection with a merger, acquisition, or sale of substantially all assets.
• Electronic signatures and counterparts are deemed valid and enforceable.