TERMS &
CONDITIONS

All consulting engagements are governed by a project-specific Scope of Work (SOW) or Service Agreement executed between the parties prior to commencement of work. The SOW defines deliverables, timelines, fees, and acceptance criteria.

Any work, analysis, or advisory services performed outside the defined SOW constitutes out-of-scope work and will be subject to a written Change Order executed by both parties before such work commences. The Company is under no obligation to perform out-of-scope work without an executed Change Order.

The Company reserves the right to decline any engagement that conflicts with professional ethics standards, applicable law, or the Company's operational capacity.

Fees for consulting services are established in the executed SOW or Service Agreement. Unless otherwise specified, the following payment terms apply:

• →Fixed-scope projects: 50% deposit due upon SOW execution; 50% balance due upon delivery of final deliverables
• →Retainer arrangements: Monthly fee invoiced on the first business day of each month; due within 15 calendar days
• →Time-and-materials engagements: Invoiced bi-weekly; due within 15 calendar days of invoice date
• →Late payments accrue interest at 1.5% per month on outstanding balances after 30 days
• →The Company reserves the right to suspend active work on delinquent accounts after 15 days of non-payment

Upon full payment of all fees, the Client receives a non-exclusive, non-transferable license to use the deliverables produced under the specific SOW for the intended project purpose. All underlying methodologies, analytical frameworks, proprietary tools, and pre-existing intellectual property of the Company remain the exclusive property of Cranberry Consulting Company LLC.

The Company retains the right to reference completed engagements in its portfolio and marketing materials in anonymized or aggregated form, without disclosing confidential Client information.

Both parties agree to maintain the confidentiality of all proprietary, technical, financial, and operational information disclosed during the engagement. Confidential information shall not be disclosed to third parties without prior written consent, except as required by law or to fulfill the engagement scope under executed confidentiality agreements with subcontractors.

These confidentiality obligations survive the termination of the engagement for a period of five (5) years.

THE COMPANY'S TOTAL AGGREGATE LIABILITY FOR ANY CLAIMS ARISING FROM OR RELATED TO A CONSULTING ENGAGEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY THE CLIENT UNDER THE APPLICABLE SOW DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

IN NO EVENT SHALL THE COMPANY BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOSS OF BUSINESS, OR LOSS OF DATA, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

These limitations apply to the fullest extent permitted by applicable Massachusetts law.

Either party may terminate an engagement for cause upon 10 business days written notice if the other party materially breaches the SOW and fails to cure such breach within the notice period.

The Client may terminate an engagement for convenience upon 15 business days written notice. In such cases, the Client shall pay for all work completed through the termination date, plus reasonable wind-down costs not to exceed 15% of the remaining contract value.

The Company may suspend or terminate services immediately upon non-payment of invoices exceeding 30 days past due.

These Terms and all consulting engagements are governed by the laws of the Commonwealth of Massachusetts, without regard to conflict of law principles.

Any dispute arising from or related to these Terms or a consulting engagement shall first be subject to good-faith negotiation between senior representatives of both parties. If unresolved within 30 days, disputes shall be submitted to binding arbitration under the American Arbitration Association Commercial Arbitration Rules, conducted in Norfolk County, Massachusetts.

Cranberry Consulting Company LLC

123 Essex Street, Weymouth, MA 02188

dougtrautwein70@hotmail.com

+1 (339) 205-0436