This Consulting Agreement (the “Agreement”) is entered into and becomes effective on this 15th day of August, 2026 (the “Effective Date”) between Fettle Consultants, LLC (“Fettle” or “Consultant”), a Limited Liability Company, with principal offices located at 237 20th Ave SE, St. Petersburg, FL, and Beau Kuhberg, individually and on behalf of Energy Body Method, located at , (hereinafter “Client”). Fettle and Client, collectively, are sometimes herein referred to jointly as Parties and individually as Party.

RECITALS

Fettle has extensive expertise, education, skill, training, business connections, and experience in operations, marketing, sales systems, consulting, and business coaching.

Fettle offers fractional Chief Operating Officer and consulting services focused on operations, systems build-out, marketing, messaging, pipeline management, hiring, and sales development for businesses in several industries.

Client is engaged in a business. Client recognizes the good-will, reputation, and track-record of Fettle and as such, Client desires to engage Fettle to support the development of Client’s operations, marketing, business, and sales endeavors.

Fettle has agreed to provide such services as contemplated in this Agreement, Client has agreed to compensate Fettle for such services, and the Parties have agreed to do so in accordance with the terms and conditions in this Agreement.

The Parties agree as follows:

1. SCOPE OF ENGAGEMENT

1.1 Commencement. Fettle shall commence services on August 15, 2026, or the day following receipt of the first payment identified in Section 2.1, whichever is later.

1.2 Role. Fettle shall serve as Client’s Fractional Chief Operating Officer. Fettle shall take an active, hands-on operating role in the business alongside Client, with the objective of building predictable systems and a reliable sales flow, and of moving Client toward a stable monthly revenue target of twenty to thirty thousand dollars ($20,000 – $30,000) per month, or such other capacity as the Parties identify together. Fettle assumes operational responsibility for the workstreams described in Section 1.4 and will own outcomes within those workstreams as if the business were Fettle’s own, subject in all respects to Section 5.1 and Article 4.

1.3 Deep Dive Session. The engagement shall be initiated with one (1) three (3) hour Deep Dive Session. On this session the Parties shall set the intention and plan for the system that best fits Client’s life and financial goals, audit Client’s current program structure and make the changes necessary to scale, and design a financial plan — a roadmap of not only projected revenue, but the actual cost to operate the business, including expected expenditures for staff, advertising, and support, and resulting profit.

1.4 Services. During the Term, Fettle shall provide the following services:

• Building and operating a system to convert social media leads into properly nurtured, booked calls, and into successful high-ticket closes.

• Hands-on testing of what works and what does not and identifying the psychological drivers behind purchase decisions and the language prospects use.

• Defining Client’s ideal client avatar and gearing content and messaging toward that person.

• Advising and guiding on copy for emails, content, and any other asset that drives sales.

• Reviewing and optimizing the sales pipeline for best results.

• Auditing email sequences and workflows to ensure they meet potential clients where they are.

• Designing creative financing options intended to make Client’s offer accessible and to close more high-ticket sales without discounting value.

• Assisting Client in hiring a DM appointment setter, and training that setter, with the goal of maximizing booked leads and returning Client’s time so that Client may focus on sales and coaching.

• Stepping in to handle any part of the GoHighLevel (GHL) technology stack that is not being handled by Client’s existing vendor.

• Providing a dedicated virtual assistant for GHL and other technology support needs, fully handled.

• Overall business strategy and leadership guidance to navigate growing a successful online business.

1.5 Access and Communication. Client shall have access to Fettle by text, telephone, and email as needed within reasonable daily hours in the EST time zone. The Parties shall hold a weekly check-in call to align on priorities and keep the build on track, with additional calls scheduled whenever needed. Additional Deep Dive calls may be scheduled by Fettle in order to improve progress. The Parties shall maintain a shared Google tracking sheet documenting tasks, owners, expectations, and deliverables.

1.6 Client Cooperation. Client acknowledges that the results of this engagement depend materially on Client’s timely participation, provision of access to accounts, platforms, data, and personnel, and timely decision-making. Fettle shall not be responsible for delays or shortfalls in results caused by Client’s failure to cooperate.

1.7 Relationship. This Agreement does not create an employment, partnership, or joint venture relationship between Client and Fettle. Fettle is an independent contractor. Neither Party shall be considered an employee of the other for any purpose whatsoever. Fettle shall exercise the authority delegated to it by Client in the ordinary course of the engagement, but shall not create or assume any obligation binding on Client without Client’s consent, and Client shall not create or assume any obligation binding on Fettle.

1.8 Term; Termination. The initial term of this Agreement shall run from the Effective Date through September 30, 2026 (the “Initial Term”), and shall thereafter continue on a month-to-month basis until terminated (together, the “Term”). After the Initial Term, either Party may terminate this Agreement upon thirty (30) days’ prior written notice to the other Party. Termination shall not relieve Client of the obligation to pay all amounts accrued or prepaid through the effective date of termination, and shall not affect Sections 2.6, 2.7, Article 3, Article 4, or Article 5, each of which survives termination.

2. CONSIDERATION & COVENANTS

2.1 Client Payments. Client agrees to pay Fettle, and Fettle accepts, a monthly fee of three thousand dollars ($3,000) per month for the services described in Article 1. The month of August 2026 shall be prorated to one thousand five hundred dollars ($1,500) to reflect the August 15, 2026 start date. August 2026 and September 2026 shall be paid in advance, in a single up-front payment of four thousand five hundred dollars ($4,500), due on the date Client executes this Agreement. Beginning October 1, 2026, the engagement continues month-to-month at three thousand dollars ($3,000) per month, due on the first (1st) day of each month. If Client chooses to prepay October 2026 together with the up-front payment, Fettle will apply a ten percent (10%) discount to the October fee (a three hundred dollar ($300) reduction), bringing the total to seven thousand two hundred dollars ($7,200). The wire transfer discount described in Section 2.2 applies only to the initial up-front payment and does not apply to any prepaid October fee.

2.2 Payment Methods; Wire Discount. Payment may be made by wire transfer or by credit card. Wire transfer is preferred. If the initial payment described in Section 2.1 is made by wire transfer, the amount due shall be four thousand four hundred dollars ($4,400) in lieu of four thousand five hundred dollars ($4,500). Client is responsible for any and all wire transfer fees, which are in addition to the amounts stated in this Agreement. Wire instructions and payment details are set forth in Exhibit A.

2.3 Commissions. If, in the course of the build-out, Fettle (or Amanda Vargas personally) fills a setting or closing role in Client’s business, the following commissions shall be earned and payable in addition to the monthly fee: (i) three percent (3%) of collected revenue on any appointment set by Fettle that results in a closed sale, and (ii) ten percent (10%) of collected revenue on any sale closed by Fettle. Commissions are calculated on cash actually collected and shall be paid on the fifth (5th) day of the following month. If a sale is paid in installments, commission is paid on each installment as collected.

Example: A hired setter or Fettle sets an appointment that closes at $3,000 on October 20th and the customer is on a $1,000 per month payment plan. The setter receives $90 on November 5th. If Fettle closed this deal, Fettle receives $100 on November 5th, December 5th, and January 5th, for so long as the customer pays.

2.4 Revenue Share.

(a) Rate and Accrual. In consideration of the systems built under this Agreement, Client shall pay Fettle a revenue share equal to seven percent (7%) of Gross Revenue collected by the business after the system is in place, beginning October 1, 2026. The revenue share shall accrue on a rolling basis and shall become due in full upon each one hundred thousand dollars ($100,000) of Gross Revenue collected (each, a “Threshold”).

(b) Gross Revenue Defined. “Gross Revenue” means all cash collected by the business from any source, without deduction or offset of any kind. Gross Revenue is not net revenue, net profit, or margin, and no reduction shall be made for cost of goods sold, payroll, contractor or agency fees, advertising or media spend, platform or processing fees, overhead, taxes, debt service, distributions, or any other expense of the business.

(c) Payment. Client may, at its option, remit accrued revenue share in monthly installments, calculated on Gross Revenue collected during the preceding calendar month and paid within ten (10) days following the close of that month. Any such installments shall be credited against the amount owed at the next Threshold. Whether or not Client elects to pay monthly, the full seven percent (7%) attributable to each completed Threshold, less any installments previously credited, shall be paid in full within ten (10) days after that Threshold is reached. Each payment shall be accompanied by a statement of the Gross Revenue on which the payment is based.

(d) Continuation After Termination. If the monthly Fractional COO engagement ends for any reason, the revenue share set forth in this Section 2.4 shall remain in place and continue to be paid to Fettle for a period of six (6) months following the effective date of termination.

(e) Change of Control; Successors. The obligations under this Section 2.4 shall survive and continue in full force upon any sale, merger, reorganization, recapitalization, asset transfer, change of ownership or control, rebranding, or formation of any new or successor entity conducting substantially the same business. Client shall not assign, transfer, restructure, or wind down the business in a manner that avoids or diminishes the revenue share, and shall cause any successor or acquirer to assume these obligations in writing as a condition of closing. Gross Revenue shall include revenue collected by Client, by any entity under common ownership or control with Client, and by any successor entity, in each case from the business or its substantial equivalent.

(f) Late Payment. Any amount not paid when due shall accrue interest at one and one-half percent (1.5%) per month, or the maximum rate permitted by applicable law if lower, beginning five (5) days after the due date and continuing until paid in full. Fettle may suspend performance of any services under this Agreement while any amount remains more than fifteen (15) days past due, without waiving any other right or remedy.

(g) Survival. This Section 2.4 shall survive termination or expiration of this Agreement for any reason.

2.5 Reporting and Verification. Client shall maintain accurate records of gross revenue collected and shall, upon Fettle’s reasonable written request, provide reporting sufficient to verify amounts due under Sections 2.3 and 2.4.

(a) Records and Audit. Client shall maintain complete and accurate records of all Gross Revenue collected, including all payment processor and CRM records. Client shall track revenue through the payment links and reporting configured in its GoHighLevel account (or any successor system), and shall provide Fettle with continuous view access to that reporting for the term of Section 2.4 and the period described in Section 2.4(d). Upon ten (10) days’ written notice, Fettle may inspect Client’s books, records, and payment processor accounts relating to Gross Revenue. If an inspection reveals an underpayment of more than three percent (3%) for the period reviewed, Client shall pay the shortfall, accrued interest, and Fettle’s reasonable costs of the inspection within ten (10) days.

2.6 Receipt of Payment. Each payment made by Client under this Agreement must be received by Fettle on the date specified in this Article 2. If payment is not timely received by Fettle, Client shall have materially breached the Agreement and shall forfeit all remaining portion of services that have not yet been performed under the Agreement, and Fettle shall have no further obligation to Client. In addition, if payment is not timely made by Client according to the Agreement, the past due amounts shall accrue interest of one and one-half percent (1.5%) monthly (compounded) beginning on the day following the due date until fully paid, and may be placed in the hands of an attorney for collection or a collection agency. Client agrees to pay Fettle for all reasonable attorneys’ fees and costs associated with collection of the past due amounts, which include collection agency costs of thirty percent (30%) of all past due amounts placed in the hands of the collection agency.

2.7 No Refunds, Cancellations, or Chargebacks. Client is not entitled to a refund, cancellation, or chargeback for any reason. All payments made to Fettle pursuant to this Agreement, including without limitation the prepaid August and September 2026 amounts, are final and are not refundable for any reason. Client agrees not to request, advise, file a claim, or seek from Client’s bank or credit card company a chargeback for consideration paid under this Agreement. Client agrees to waive any rights Client may have under applicable state and federal truth in lending laws or otherwise, including, but not limited to, under Client’s credit card issuer’s procedures for resolving such disputes. Client agrees that any disputes Client may have with respect to consideration paid hereunder must be addressed directly between Client and Fettle. If a chargeback occurs, Client shall have materially breached the Agreement and shall forfeit all remaining services that have not yet been performed under the Agreement, and Fettle shall have no further obligation to Client. Further, the amount of the chargeback shall be subject to a finance charge in the amount of one and one-half percent (1.5%) per month until paid in full by Client, and Fettle shall be entitled to recover from Client all damages, and reasonable and necessary attorneys’ fees and costs associated with pursuing collection and/or recovery of the amount of the chargeback.

3. PROPERTY RIGHTS AND CONFIDENTIALITY

3.1 Use of Likeness and Testimonials. Client agrees, consents, and grants to Fettle the use of Client’s likeness, images, voice, and testimonials, whether electronic or in writing, including but not limited to videos, photographs, voice recordings, telephone recordings, text messages, social media messages and postings, provided to or derived from an interaction with Fettle and/or that relate to services provided by Fettle, for use in the business of Fettle. Client is not entitled to compensation of any kind for Fettle’s future use of the foregoing. Client waives any and all causes of action in contract, tort, or the common law for Fettle’s use of the foregoing. Notwithstanding the foregoing, Fettle shall not disclose Client’s specific revenue figures, financial statements, client lists, or the identity of Client’s customers without Client’s prior written consent.

3.2 Confidentiality; Ownership of Information. Each Party will provide the other Party with access to Confidential Information used in the operation of its business as reasonably necessary to perform under this Agreement. Such Confidential Information shall be defined by, and its use subjected to, the following provisions.

A. Definitions.

1. Business. For purposes of this Agreement, “Business” means providing operations, marketing, sales, automation, consulting, and coaching strategies, techniques, methods, courses, education, classes, tutorials, and instruction to business professionals online or in person, and, in the case of Client, the delivery of Client’s coaching, education, and wellness programs under the Energy Body Method brand.

2. Confidential Information. For purposes of this Agreement, “Confidential Information” means information possessed by a Party relating to the Business and its business activities not generally known which is used or is useful in the conduct of that Party’s Business, or which confers or tends to confer a competitive advantage over one who does not possess the information. Confidential Information includes copyrights, trade secrets, know-how, information about existing, new, or envisioned products, services and processes and their development and performance, techniques, methodologies, pricing, technical information, computer software, business and financial information, revenue figures, unpublished lists of names, customer and prospect lists, documents and videos provided or shared between the Parties, and information relating to client acquisition, sales, coaching strategies, methods, courses, automation methods, advertisements, social media utilization, and pricing. Confidential Information also includes information received by a Party from others which that Party has an obligation to treat as confidential. All information which becomes known to a Party during the Term which that Party would reasonably believe is Confidential Information, or which the disclosing Party takes measures to protect, shall be regarded as Confidential Information.

B. No Disclosure. During the Term, and at all times thereafter, each Party shall maintain the strictest confidence of the other Party’s trade secrets and Confidential Information. Neither Party shall disclose, copy, share, disseminate, transfer, convey, sell, or discuss, directly or indirectly, to any person or entity other than the Parties to this Agreement, the other Party’s copyright information, trade secrets, or other Confidential Information, except by express prior written consent of a duly authorized officer, director, or manager of the disclosing Party, or as reasonably necessary to perform the services under this Agreement (including disclosure to contractors, setters, and virtual assistants who are bound by comparable confidentiality obligations). Each Party shall use its best efforts and shall take all reasonable precautions to prevent the disclosure of the other Party’s Confidential Information. A breach of this provision includes but is not limited to each separate disclosure, sharing, dissemination, transfer, conveyance, sale, or discussion of any singular piece of Confidential Information, trade secret, copyright, and/or proprietary information.

C. Ownership of Information. All Confidential Information is and shall remain the sole and exclusive property and proprietary information of the Party that disclosed it, and is disclosed in confidence in reliance on the receiving Party’s agreement to maintain such Confidential Information in confidence and not to use or disclose it to any person except the Parties to this Agreement. Work product, systems documentation, funnels, workflows, sequences, scripts, and standard operating procedures created specifically for Client under this Agreement and paid for by Client shall be owned by Client upon payment in full of all amounts then due. Fettle’s pre-existing frameworks, templates, methodologies, trackers, and tools remain the sole property of Fettle, and Fettle grants Client a non-exclusive, non-transferable license to use them within Client’s business during and after the Term. Client’s program content, brand, curriculum, and customer data remain the sole property of Client.

D. Return of Material. Upon the expiration or earlier termination of this Agreement for any reason, or if a Party breaches this Agreement, that Party shall within five (5) days turn over to the other Party all passwords, documents, videos, photographs, copies, or other material in its possession or under its control that (i) may contain or be derived from the other Party’s Confidential Information, or (ii) are connected with or derived from the services rendered under this Agreement, and shall not retain any such Confidential Information in any form, whether electronic or paper. Each Party shall also return such information within five (5) days of the other Party’s request.

3.3 Mutual Non-Solicitation. During the Term and for a period of twenty-four (24) months after the date of termination of this Agreement, neither Party will, in any way, directly or indirectly: (i) induce or attempt to induce any employee, independent contractor, agent, setter, virtual assistant, or consultant of the other Party to terminate its relationship with that Party; (ii) otherwise interfere with or disrupt the other Party’s relationships with its employees, independent contractors, agents, or consultants; (iii) solicit, entice, or hire away any employee, independent contractor, agent, representative, consultant, client, or customer of the other Party; or (iv) hire or engage any employee, independent contractor, agent, representative, or consultant of the other Party, or any such former personnel whose work or agreement with that Party ceased less than one (1) year before the date of such hiring or engagement, in each case without the other Party’s prior written consent. For the avoidance of doubt, personnel that Fettle recruits, hires, or trains on Client’s behalf and who are engaged and paid directly by Client are Client’s personnel and are not restricted by this Section as to Client. Each Party acknowledges that any attempt to induce others to leave the other Party, or any effort to interfere with the other Party’s relationships with its personnel or customers, would be harmful and damaging.

3.4 No Non-Compete. Nothing in this Agreement restricts either Party from engaging in, working in, or operating any business, including a competing business, at any time. The Parties have deliberately elected not to include a covenant not to compete, and the protections of this Article 3 are limited to confidentiality, ownership of information, and the mutual non-solicitation set forth in Section 3.3.

4. INDEMNITY AND LIMITATION OF LIABILITY

4.1 Indemnity.

CLIENT AGREES TO DEFEND, INDEMNIFY, AND HOLD HARMLESS FETTLE CONSULTANTS, LLC, AND ITS EMPLOYEES, MEMBERS, OFFICERS, AGENTS, REPRESENTATIVES, AND CONTRACTORS FROM AND AGAINST ANY AND ALL CLAIMS, LOSSES, DAMAGES, COMPLAINTS, DEMANDS, OBLIGATIONS, ACTIONS, LAWSUITS, JUDGMENTS, AWARDS, PENALTIES, VERDICTS, PAYMENTS OR CAUSES OF ACTION OF ANY KIND, INCLUDING BUT NOT LIMITED TO CLAIMS FOR PERSONAL INJURY, DAMAGES TO A BUSINESS, CONTRACT, TORT, CONTRIBUTION AND/OR INDEMNITY, CLAIMS FOR STATUTORY INDEMNITY, NEGLIGENCE, GROSS NEGLIGENCE, OR THE RULES, LAWS, REGULATIONS, OR ORDERS OF ANY REGULATORY AUTHORITY, AND ANY OTHER LIABILITY OF ANY KIND BROUGHT BY CLIENT OR ANY THIRD PARTY, INCLUDING ALL RELATIVES OF THE CLIENT OR THIRD PARTIES, ANYONE BRINGING DERIVATIVE CLAIMS, AND/OR ANYONE BRINGING CLAIMS BY, THROUGH, OR UNDER THE CLIENT OR THIRD PARTIES, RELATED IN ANY WAY OR INCIDENT TO, ARISING OUT OF, OR IN CONNECTION WITH THIS AGREEMENT (INCLUDING BUT NOT LIMITED TO THE SERVICES RENDERED OR INFORMATION OBTAINED FROM THE SERVICES OF FETTLE CONTEMPLATED HEREUNDER, CONSIDERATION, CONFIDENTIAL, PROPRIETARY, OR COPYRIGHT INFORMATION), ACTS AND/OR OMISSIONS OF FETTLE AND ITS EMPLOYEES, MEMBERS, OFFICERS, AGENTS, REPRESENTATIVES, AND CONTRACTORS, CLIENT’S BREACH OF OR MISREPRESENTATION REGARDING ANY OF THE REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS AGREEMENT, AND CLIENT’S OPERATION, PUBLICATION, AND DISSEMINATION OF INFORMATION AND/OR MATERIAL.

4.2 Disclaimer of Damages.

IN NO EVENT SHALL FETTLE BE LIABLE TO CLIENT FOR CONSEQUENTIAL, INCIDENTAL, PUNITIVE, OR SPECIAL DAMAGES, INCLUDING WITHOUT LIMITATION LOST PROFITS OR LOST OPPORTUNITY DAMAGES. FETTLE’S TOTAL AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL MONTHLY FEES ACTUALLY PAID BY CLIENT TO FETTLE UNDER SECTION 2.1 IN THE THREE (3) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. CLIENT ACKNOWLEDGES AND UNDERSTANDS THAT NO OFFICER, DIRECTOR, EMPLOYEE, MEMBER, OR PERSON OTHER THAN FETTLE CONSULTANTS, LLC SHALL HAVE ANY LIABILITY UNDER THIS AGREEMENT.

4.3 Waiver. The failure of Fettle to enforce any provision of this Agreement cannot be construed to be a waiver of such provision or of the right thereafter to enforce the same, and no waiver of any breach shall be construed as an agreement to waive any subsequent breach of the same or any other provision. If Fettle fails to take action for any violation of this Agreement, such failure shall not constitute a waiver or estoppel as to said violation, and Fettle shall retain the right to enforce or take action for any prior or future violation without being subjected to the defense of waiver or estoppel.

5. MISCELLANEOUS PROVISIONS

5.1 Disclaimer. Fettle does not, under any circumstances, warrant or guarantee Client any specified results, amount of income that will be received or earned, or any other particular outcome or result of any kind. Any revenue target referenced in this Agreement, including the twenty to thirty thousand dollar ($20,000 – $30,000) per month range in Section 1.2, is a shared goal and not a guarantee. Results that Client achieves are in no way, shape, or form guaranteed by Fettle or any of its respective agents, employees, independent contractors, subsidiaries, or any other third party.

5.2 Assignments. This Agreement is not assignable by either Party without the prior written consent of the other Party. Any assignment without such written consent shall be void.

5.3 Notices. Any notices to be given hereunder by either Party to the other shall be in writing, either by email or delivery by US mail, certified return receipt requested. Notices shall be addressed to the Parties at the addresses set forth above, until and unless such Party changes the specified address by written notice to the other.

5.4 Jurisdiction and Venue. This Agreement shall be governed in all respects, including its validity, interpretation, and effect, and construed by and in accordance with the laws of the State of Florida, including, without limitation, its limitation of action and other procedural laws, without giving effect to the principles of conflict of laws of the State of Florida. THE PARTIES HEREBY STIPULATE AND AGREE THAT IF IT BECOMES NECESSARY FOR ANY OF THE PARTIES TO FILE AN ACTION CONCERNING ANY MATTER RELATING TO OR PROVIDED FOR IN THIS AGREEMENT, THAT SUCH ACTION SHALL BE BROUGHT EXCLUSIVELY IN PINELLAS COUNTY, FLORIDA, AND THAT VENUE IS PROPER IN PINELLAS COUNTY, FLORIDA.

5.5 Legal Construction. If any portion (word, clause, phrase, sentence, paragraph, or section) of this Agreement, or the application thereof to any person, entity, or circumstance, shall to any extent be invalid or unenforceable, the remainder of this Agreement, or the application of such portion to persons, entities, or circumstances other than those as to which it is invalid or unenforceable, shall not be affected hereby, and such portion shall be considered independent and severable from the Agreement, and this Agreement shall be enforced as if such portion did not exist.

5.6 Attorney Fees. If any action or other legal proceeding is initiated relating to this Agreement or its subject matter, the prevailing Party shall be entitled to recover, in addition to all damages allowed by law, equity, and other relief, all court costs and all reasonable and necessary attorneys’ fees incurred by reason thereof. The Parties agree that in the event of litigation or other legal action, the right to request discovery of the other Party’s Confidential Information, copyright, proprietary, and/or trade secret information is hereby waived. Each Party recognizes that agreement to such waiver is a condition precedent to access to and use of the other Party’s Confidential Information, copyright, proprietary, and/or trade secret information. The Parties agree that if a bond is necessitated in seeking injunctive relief hereunder, such bond shall be one hundred dollars and zero cents ($100.00).

5.7 No Third-Party Beneficiaries. Nothing in this Agreement, express or implied, is intended or shall be construed to confer upon any person, firm, entity, organization, or corporation other than the Parties hereto any right or claim under or by reason of this Agreement or any term, covenant, or condition hereof, as third-party beneficiaries or otherwise, and all of the terms, covenants, and conditions hereof shall be for the sole and exclusive benefit of the Parties.

5.8 Binding Effect. All the terms and provisions of this Agreement, whether so expressed or not, are binding upon, inure to the benefit of, and are enforceable by the Parties.

5.9 Voluntary. Each Party has been, or has had the opportunity to seek, the advice and guidance of its own counsel in the review, interpretation, negotiation, and execution of this Agreement. This Agreement shall be construed as if collaboratively prepared by the Parties, and any uncertainty or ambiguity shall not be interpreted against any one Party and in favor of the other. Accordingly, it is agreed that no rule of construction shall apply against any Party or in favor of any Party. Any use of masculine, feminine, or neuter pronouns herein shall be deemed to include each of the masculine, feminine, and neuter.

5.10 Entire Agreement; Amendment. This Agreement, together with Exhibit A, constitutes the entire agreement between the Parties concerning its subject matter and supersedes all prior proposals, discussions, and understandings, whether written or oral, including any prior proposal document. This Agreement may be amended only by a writing signed by both Parties.

5.11 Counterparts; Electronic Signature. This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Signatures delivered electronically or by electronic signature platform shall have the same force and effect as original signatures.