Service Agreement Template

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Northwind Advisory LLC

Service Agreement

with Globex Inc.

Service Agreement

Effective DateMarch 2, 2026

Total Fees$25,000.00

Termination Notice14 days

This Service Agreement (the "Agreement") is entered into as of March 2, 2026 (the "Effective Date") between Northwind Advisory LLC, a Massachusetts limited liability company ("Provider"), and Globex Inc., a Delaware corporation ("Client").

Provider

Northwind Advisory LLC

Massachusetts limited liability company

25 Federal St, Boston, MA 02110

Client

Globex Inc.

Delaware corporation

100 Innovation Way, Boston, MA 02110

1. Services

Provider will perform the following services for Client (the "Services"):

Consulting on document automation strategy, including assessment of current systems and a 90-day implementation roadmap.

2. Fees and Payment

Client will pay Provider $25,000.00 on the following schedule: 50% on signing, 50% on completion. Invoices are due within 15 days of receipt. Fees exclude sales, use and similar taxes, which Client will pay, except taxes on Provider's income. Client will reimburse expenses only if it approves them in writing in advance.

3. Term and Termination

This Agreement begins on the Effective Date and continues until the Services are complete. Either party may terminate it (a) for convenience on 14 days' written notice, or (b) on written notice if the other party materially breaches it and does not cure the breach within 10 days after receiving notice of it. On termination, Client will pay for Services performed and approved expenses incurred through the termination date, and Provider will refund any prepaid fees for Services not performed. Sections 2 (for amounts owed) and 5 through 10 survive termination.

4. Independent Contractor

Provider is an independent contractor. Provider controls the manner, means and schedule of performing the Services, supplies its own equipment, may offer services to others, and is solely responsible for its personnel and for their compensation, benefits, income and payroll taxes, insurance and workers' compensation. Provider is not eligible for any Client employee benefit plan. Neither party may bind the other, and this Agreement does not create an employment, agency, partnership or joint-venture relationship.

5. Work Product

Upon Client's payment in full, Provider hereby assigns to Client all right, title and interest in the deliverables Provider creates specifically for Client under this Agreement (the "Deliverables"). Provider keeps all rights in its pre-existing materials, tools, templates and know-how, and in the general skills and knowledge it uses or gains in performing the Services ("Provider Materials"), and grants Client a non-exclusive, perpetual, royalty-free license to use any Provider Materials included in a Deliverable as part of that Deliverable.

6. Confidentiality

Each party will use the other party's non-public business, technical and financial information that is marked confidential or that a reasonable person would understand to be confidential ("Confidential Information") only to perform or receive the Services, and will not disclose it except to its personnel and professional advisors who need to know it and are bound by confidentiality duties at least as protective, or as required by law after giving prompt notice where legally permitted. These duties do not apply to information that is or becomes public through no fault of the receiving party, wa

Notice under the Defend Trade Secrets Act (18 U.S.C. 1833(b)). An individual shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (a) is made in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law, or (b) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. An individual who files a lawsuit for retaliation by an e

7. Warranty and Disclaimer

Provider warrants that it will perform the Services in a professional and workmanlike manner consistent with generally accepted industry standards. If Client notifies Provider of a breach of this warranty within 30 days after the affected Services are performed, Provider will re-perform the nonconforming Services or, if it cannot, refund the fees paid for them; this is Client's exclusive remedy for breach of this warranty. EXCEPT AS STATED IN THIS SECTION, PROVIDER MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPO

8. Limitation of Liability

EXCEPT FOR A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR FRAUD, A PARTY'S BREACH OF SECTION 6 (CONFIDENTIALITY), OR CLIENT'S OBLIGATION TO PAY FEES DUE: (A) EACH PARTY'S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE TOTAL FEES PAID AND PAYABLE UNDER THIS AGREEMENT; AND (B) NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, EVEN IF ADVISED OF THEIR POSSIBILITY. THESE LIMITS APPLY TO THE FULLEST EXTENT PERMITTED BY LAW.

9. Governing Law and Venue

This Agreement is governed by the laws of the Commonwealth of Massachusetts, without regard to its conflict-of-laws rules. The state and federal courts located in Suffolk County, Massachusetts have exclusive jurisdiction over any dispute arising out of or relating to this Agreement.

10. General

Relationship. The parties are independent contractors, and neither may bind the other. Notices. Notices must be in writing and delivered by hand, by nationally recognized courier, or by email with confirmation of receipt, to the addresses on the first page or as later updated by notice. Assignment. Neither party may assign this Agreement without the other's prior written consent, which will not be unreasonably withheld, except to a successor in a merger or a sale of all or substantially all of the business or assets to which this Agreement relates. Force Majeure. Neither party is liable for a

The parties have executed this Agreement as of the Effective Date.

Provider

Riley Park

Managing Member, Northwind Advisory LLC

Client

Sam Carter

Chief Operating Officer, Globex Inc.