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Client will make no state or federal unemployment compensation payments on behalf of Consultant or Consultant’s employees or contract personnel. Consultant will not be entitled to these benefits in connection with work performed under this Agreement. 13. Insurance Client will not provide any insurance coverage for Consultant or Consultant’s employees or contract personnel. Consultant will maintain a broad form commercial general liability policy providing combined single limits of not less than $1,000,000 per occurrence and $2,000,000 annual aggregate. Before commencing any work, Consultant will provide Client with proof of this insurance and that Client has been made an additional insured under the policy. 14. Terms of Agreement This agreement will become effective when signed by both parties and will terminate on the earliest of: ● the date Consultant completes the services required by this Agreement, ● April 15, 2027, or ● the date a party terminates the Agreement as provided below. 15. Terminating the Agreement This agreement may be terminated: ● without cause, with 14 days’ prior written notice by either party, or ● with cause, immediately upon any material breach of any term of this Agreement by either party. Client shall promptly pay Consultant for services performed before the effective date of termination. Client shall not owe compensation for any services performed following such date. 16. Exclusive Agreement & Modification This Agreement is the entire Agreement between Consultant and Client. This Agreement may be modified only by a writing signed by both parties. 17. Intellectual Property Ownership Consultant assigns to Client all patents, copyright, trademark and trade secrets in anything created or developed by Consultant for Client under this Agreement. Consultant will help prepare any papers that client considers necessary to secure patents, copyright, trademarks, or other proprietary rights at no charge to Client. However, Client will reimburse Consultant for any reasonable out-of-pocket expenses incurred. Consultant agrees not to use any of the intellectual property mentioned above for the benefit of any other party without Client’s written permission. 18. Confidentiality Consultant acknowledges that it will be necessary for Client to disclose certain confidential and proprietary information to Consultant in order for Consultant to perform duties under this Agreement. Consultant acknowledges that any disclosure to any third party or any misuse of this proprietary or confidential information 3