Master Service Agreement

This Master Services Agreement ("Agreement") governs all services provided by erakraft Inc. ("erakraft"), a company organized under the laws of Ontario, Canada.

This Agreement applies to any individual or entity ("Client") who executes a written or electronic Proposal that references this Agreement. By executing such Proposal, the Client agrees to all terms and conditions set forth herein, and the Effective Date of this Agreement becomes the date the Client executes the Proposal.

This Agreement, together with the executed Proposal, constitutes the complete agreement between the parties for the engagement described in that Proposal.

1. How This Agreement Works

This Agreement contains the general terms that apply to every erakraft engagement. The specific details of each engagement are set out in a Proposal (also referred to as a Statement of Work or Order Form) that references this Agreement.

Each Proposal will specify, at minimum:

• (a) The Service being provided (see Section 2);

• (b) The scope and deliverables for that engagement;

• (c) The fees, payment schedule, and currency;

• (d) The term and timeline; and

• (e) Any service-specific terms, performance commitments, guarantees, credits, or success fees that apply to that engagement.

A separate Proposal may be executed for each engagement. Each executed Proposal forms its own complete agreement with this document, and this Agreement applies to it independently.

1.1 Order of Precedence

If a conflict exists between this Agreement and a Proposal, the Proposal governs with respect to scope, deliverables, fees, payment schedule, timeline, and any expressly stated service-specific terms. This Agreement governs all other matters.

2. The Services

erakraft is an operations contractor for trades businesses. It designs, builds, and maintains the operating systems that make a business less owner-dependent and more profitable, so the Client can scale or sell. erakraft delivers this through two service lines, the Scale System and the Sale System. Both follow the same path, which is to assess the business, build the systems, and then maintain them. The Service or Services included in an engagement, along with their precise scope, deliverables, fees, and timeline, are defined in the applicable Proposal.

Each service line is delivered in stages. Each stage is a separately scoped engagement with its own Proposal, and the Client may engage one stage or several, moving to the next only when the current one is complete, as stated in the Proposal.

2.1 The Scale System

The Scale System is for owners who want to make the business less owner-dependent and more profitable so they can scale. It is delivered in the following stages:

• (a) Stage 1, the Revenue Engine. erakraft builds the front-end system that turns a new lead into a booked job with a deposit collected, so the Client's crews can get to work.

• (b) Stage 2, the Operations Engine. erakraft builds the system that runs the work from the deposit and the job in the field through to the final payment, connecting the office and the field.

• (c) Stage 3, the Growth Engine. An optional, ongoing engagement, billed monthly with no fixed end date, in which erakraft drives new demand into the systems already built through growth marketing such as paid media, search, database reactivation, and email.

Each build stage may include a handoff option, stated in the Proposal, that sets how hands-on erakraft is with training and adoption once the stage is built, ranging from documented procedures and team training to ongoing management.

2.2 The Sale System

The Sale System is for owners who want to turn an owner-dependent business into a sellable, independent enterprise ahead of a future sale. It is delivered in the following stages:

• (a) Stage 1, the Blueprint. A paid discovery and planning engagement in which erakraft assesses the Client's operations and delivers a prioritized operating-system roadmap that quantifies the changes that will move the business toward a sale. For engagements the Proposal designates as Sale Track (see Section 5), erakraft coordinates an independent valuation during this stage to establish the Baseline Value.

• (b) Stage 2, the Build. A paid implementation engagement, delivered in rolling stages over the term stated in the Proposal, in which erakraft builds the operating systems identified in the Blueprint and documents them with written procedures and training. The Blueprint and the Build are each delivered in one of two ways, as stated in the Proposal: Option A, Leadership Handoff (done-with-you), or Option B, Full Team Implementation (done-for-you). The option sets how hands-on erakraft is across both stages and who trains the Client's team.

• (c) Stage 3, the Partnership. An optional, ongoing engagement after the Build, billed monthly and held until the Client sells, in which erakraft maintains the systems already in place and keeps the business buyer-ready. The Partnership is management only. Any new build work that comes up during the Partnership is quoted and billed separately on a project basis.

• (d) The Sale Package. An optional, one-time exit add-on in which erakraft packages the business's systems, records, and proof of owner-independence into a single organized set of buyer-ready records for brokers and buyers, ordered near the end of the Build or at the time of sale.

3. Term

The term of each engagement is defined in the applicable Proposal. Sessions, milestones, and delivery dates are scheduled at mutually agreed times. Where an engagement runs for a fixed number of weeks or stages, that period and its start date are stated in the Proposal.

3.1 Pause Policy

Unless the Proposal states otherwise, Client may pause a time-bound engagement once for up to two (2) weeks for an unavoidable situation (medical, family, or significant business emergency). Pauses must be requested in writing with reasonable notice, and the timeline extends by the duration of the pause. Pauses beyond two weeks, or additional pauses, require mutual written agreement and may be subject to re-scoping.

4. Fees and Payment

Fees, the payment schedule, and the currency for each engagement are stated in the applicable Proposal.

General payment terms, which apply unless the Proposal states otherwise:

• Fees may be payable in full before kickoff or in installments, as set out in the Proposal.

• Late payments accrue interest at one and one-half percent (1.5%) per month, or the maximum amount allowed by law, whichever is less.

• Fees are non-refundable except as expressly provided in the applicable Proposal (for example, where a performance guarantee specifies a remedy).

• Prepaid or block-based fees are not pro-rated upon cancellation.

• Outstanding installment payments remain due unless erakraft has materially breached the Agreement.

4.1 Currency

Each Proposal states the currency for that engagement. Where fees are quoted in United States Dollars (USD), all payments under that Proposal are made in USD unless otherwise agreed in writing.

4.2 Tool and Platform Costs

Many engagements require the Client to maintain subscriptions and usage with third-party tools and platforms (for example, field-service-management software, accounting software, and automation tools). Those accounts are owned and controlled by the Client and paid for directly by the Client to the relevant vendors. These costs are not included in erakraft's fees. The applicable Proposal will identify the categories of third-party tools an engagement is expected to require.

4.3 Expenses

Unless stated in the Proposal, erakraft's fees do not include out-of-pocket expenses such as travel and on-site visits. Any reimbursable expenses will be agreed in writing in advance.

4.4 Credits Between Services

Some services may credit toward others where the applicable Proposal so states. Where a credit applies, its amount, conditions, and time window are stated in the Proposal. A credit applies only as expressly set out in writing, and only to the extent the related work product is used in the new engagement.

5. Sale Track: Baseline, Value Created, and Success Fee

This Section applies only to engagements the Proposal designates as Sale Track (also called "Build to Sell"). It does not apply to any other engagement.

5.1 What the Sale Track Is

A Sale Track engagement is delivered through the Sale System (Section 2.2). On a Sale Track engagement, erakraft builds the operating systems intended to make the Client's business more valuable and more transferable ahead of a future sale. In exchange for a reduced build fee (as stated in the Proposal), erakraft is compensated in part through a Success Fee tied to the value created above an agreed baseline, and payable only if and when the business is sold.

5.2 Definitions

Baseline Value means the value of the Client's business as of the start of the engagement, established by an independent valuation performed by a qualified third-party advisor or broker, and recorded in writing in the Proposal (or an addendum to it) and agreed by both parties. Once agreed, the Baseline Value is fixed for the duration of the engagement and the Tail Period.

Qualifying Sale means a change of control of the Client's business for value, whether structured as a sale of all or substantially all of the assets, a sale of a majority of the equity, a merger, a recapitalization resulting in a change of control, or a comparable transaction.

Sale Value means the total consideration paid to the Client and its owners for the business in a Qualifying Sale, including cash paid at closing, deferred payments, seller notes, earn-outs, and the agreed value of any rolled-over or retained equity. Where a transaction is structured on a debt-inclusive (enterprise value) basis, Sale Value is calculated on that same basis as stated in the transaction documents.

Value Created means Sale Value minus Baseline Value. Value Created is never less than zero.

Success Fee means five percent (5%) of the Value Created. For clarity, the Success Fee is calculated on the Value Created only, and never on the total Sale Value or total sale proceeds.

5.3 When the Success Fee Is Earned

The Success Fee is earned upon the closing of a Qualifying Sale that occurs (a) during the term of the engagement, or (b) within twenty-four (24) months after the engagement ends (the "Tail Period"). No Success Fee is owed on a Qualifying Sale that closes after the Tail Period.

5.4 How the Success Fee Is Paid

The Success Fee is due at the closing of the Qualifying Sale and is payable from the sale proceeds. Where any portion of the Sale Value is deferred or contingent (for example, an earn-out or seller note), the corresponding portion of the Success Fee becomes due as and when the Client actually receives that consideration. The Client will direct that erakraft's Success Fee be paid at closing where practicable.

5.5 Partnership Requirement

A Sale Track engagement requires an active Partnership engagement (Section 2.2(c)) from the end of the Build through to the closing of a Qualifying Sale, so that the systems built continue to be maintained and the value is protected up to the sale. This requirement is stated in the Proposal.

5.6 Client Obligations and Anti-Avoidance

The Client will: (a) notify erakraft in writing when it begins a sale process and again upon signing a letter of intent; (b) provide erakraft the transaction documents reasonably necessary to calculate the Success Fee; and (c) not structure, characterize, or time a transaction with the primary purpose of avoiding or reducing the Success Fee. Where a Qualifying Sale is made to a related party or on non-arm's-length terms, Sale Value is calculated at the fair market value of the business as determined under Section 5.7.

5.7 Valuation Disputes

If the parties disagree on the Baseline Value, the Sale Value, or the fair market value under Section 5.6, and cannot resolve it within fifteen (15) business days, the matter is referred to an independent business valuator agreed by both parties (or, failing agreement, appointed by the arbitrator under Section 12.2), whose determination is final and binding. The cost of the valuator is shared equally unless the determination varies from the disputing party's position by more than fifteen percent (15%), in which case that party bears the full cost.

5.8 erakraft Is Not a Broker or Advisor

erakraft does not act as, and is not engaged as, a business broker, mergers-and-acquisitions advisor, investment dealer, or securities dealer. erakraft does not solicit buyers, negotiate the sale, or advise on the terms of any transaction. The Success Fee is compensation for the operational value-creation services erakraft provides, and is not a commission or fee for brokering, facilitating, or advising on the sale. The Client is solely responsible for engaging its own brokers, advisors, accountants, and legal counsel in connection with any sale.

6. Data Security and Client-Controlled Access

This Section is material to performance.

6.1 Least-Privilege, Client-Controlled Access

To build, configure, and maintain the Client's systems, erakraft may be granted access to the Client's tools, platforms, and data, using the minimum access necessary for the engagement, as defined in the applicable Proposal. Unless the Proposal states otherwise:

• (a) Systems and integrations are built on the Client's own accounts, which the Client owns and controls;

• (b) The Client (or the Client's IT function) may modify or revoke any access granted to erakraft at any time through standard administrative tooling; and

• (c) On completion or termination of an engagement, erakraft's access to the Client's systems is removed, except as expressly agreed for ongoing Partnership or Growth Engine work.

6.2 Use of AI Tools

Where erakraft uses AI tools in the course of an engagement, it does not submit the Client's confidential customer, financial, or operational data to any external AI tool that would train on that data. Work involving the Client's real business data is performed within systems configured for that purpose, as described in the Proposal.

6.3 Vendor Compliance

Where an engagement relies on third-party infrastructure providers, erakraft selects providers that maintain industry-standard security certifications (such as SOC 2 Type II, ISO 27001, or GDPR compliance). erakraft does not warrant the security posture of any third-party vendor.

6.4 Client Representations and Warranties

Client represents and warrants that:

• (a) Client has all necessary rights, permissions, and authority to grant erakraft access to the data, tools, and systems involved in the engagement;

• (b) Where any tool, account, or data is owned or controlled by a third party, Client is solely responsible for obtaining that party's authorization before access is granted, and will do so;

• (c) Client has reviewed any applicable acceptable-use, data-handling, or AI policies imposed on it, and will comply with them in all activities related to the engagement;

• (d) Client will not direct erakraft to perform any action that would violate any policy, contractual obligation, or applicable law;

• (e) Client will promptly notify erakraft in writing if its authorization or permissions change; and

• (f) The financial and operational information the Client provides for the Blueprint, any valuation, or the Success Fee calculation is accurate and complete in all material respects.

6.5 erakraft's Responsibilities

erakraft will: (a) access and operate the Client's systems only within the scope defined in the Proposal; (b) provide reasonable written guidance on data-security best practices for the engagement; (c) decline to integrate any tool or data source for which the Client has not represented appropriate authorization; and (d) promptly return or destroy Client Confidential Information in its possession upon termination, except as required for legitimate business records or by law.

6.6 Regulated Industry Exclusion

erakraft's services are not designed for environments subject to HIPAA, ITAR, FedRAMP, or similar regulatory frameworks, unless the Proposal expressly addresses such requirements.

6.7 Limitation on Verification

erakraft does not independently audit or verify the Client's representations regarding authorizations, permissions, third-party policies, or the accuracy of financial information provided, and relies on those representations in good faith. A material misrepresentation is grounds for immediate termination under Section 11 and triggers the indemnification obligations under Section 10.

7. Confidentiality

Each party will hold in confidence all non-public information disclosed by the other party ("Confidential Information"), including trade secrets, methodologies, frameworks, the Client's business, financial, and strategy information and configurations, and erakraft's curriculum and proprietary methods.

Neither party will disclose the other's Confidential Information to any third party without prior written consent, except:

• (a) to employees, contractors, or advisors with a legitimate need to know and bound by confidentiality obligations;

• (b) where required by law, court order, or regulatory authority, with reasonable prior notice where legally permissible;

• (c) where the information is already publicly known through no fault of the disclosing party; or

• (d) where the information is independently developed without reference to the other party's Confidential Information.

These obligations survive termination of this Agreement for a period of three (3) years.

7.1 Client Financials, Internal Systems, and Operations

erakraft will not disclose, publish, or reference the Client's financial information, internal systems, or general business operations to any third party, and will not use them in any case study, testimonial, marketing material, or public communication, unless the Client authorizes that use in advance and in writing. Any such authorization is limited to the specific information, format, and channels the Client approves in writing, is for case-study or marketing purposes only, and may be withdrawn by the Client for future use at any time. This obligation applies during the engagement and survives its termination. Where any provision of this Agreement (including Section 8.3) would otherwise permit broader use, this Section 7.1 controls with respect to the Client's financials, internal systems, and business operations.

8. Intellectual Property and Ownership

8.1 Client-Owned Assets

Client owns, retains, and may use without restriction:

• Any system, instance, or deliverable built on the Client's own accounts during the engagement;

• The Client's custom configurations, documented processes, mapped workflows, and automation settings within the Client's own tools;

• Any Blueprint, roadmap, report, scorecard, or other written deliverable produced for the Client; and

• Any input data, knowledge-base documents, templates, or content the Client provided.

8.2 erakraft-Owned Assets

erakraft retains ownership of:

• Its curriculum, methodologies, frameworks, and instructional materials;

• Any master templates and reusable components used to create the Client's deliverables (the Client owns its specific instance; erakraft owns the underlying master and reusable components);

• Generic templates, prompt libraries, and example workflows used across multiple clients;

• Any credential, brand, or certification framework erakraft issues; and

• Aggregated, anonymized insights derived from engagements across all clients.

8.3 Mutual License Grants

• (a) erakraft grants Client a perpetual, worldwide, royalty-free license to use erakraft's frameworks and methodologies within the Client's own business operations.

• (b) Client grants erakraft permission to use the Client's anonymized, aggregated outcome data for marketing and case-study purposes. erakraft will not use the Client's name, logo, image, or specific results without separate written consent, and any use of the Client's financials, internal systems, or business operations is governed by Section 7.1.

8.4 Third-Party-Owned Assets

This Agreement does not affect the ownership of any assets owned by a third party. Such assets remain the property of that third party, and the Client is solely responsible for ensuring their proper handling.

9. Performance Commitments

Any performance commitment, outcome guarantee, or service-level term applicable to an engagement (for example, the 10X Guarantee on a Blueprint) is set out in the applicable Proposal and is governed solely by the conditions stated there. Except as expressly stated in a Proposal, services are provided on a professional best-efforts basis, and erakraft does not guarantee any specific business result, sale, sale price, or valuation.

10. Limitation of Liability

To the maximum extent permitted by law, erakraft's total cumulative liability arising from or related to an engagement is limited to the total amount the Client paid erakraft under the applicable Proposal in the twelve (12) months preceding the claim. For clarity, any Success Fee is excluded from this cap for the purpose of calculating amounts paid, and erakraft's liability is not increased by the existence of a Success Fee arrangement.

erakraft is not liable for:

• (a) indirect, consequential, special, incidental, punitive, or exemplary damages;

• (b) lost profits, lost revenue, lost business opportunity, business interruption, or any failure to achieve a sale, sale price, or valuation;

• (c) damages caused by the Client's violation of any policy, applicable law, or third-party right;

• (d) damages caused by tool or platform failures, third-party service interruptions, vendor security incidents outside erakraft's control, or other events outside erakraft's reasonable control; or

• (e) outcomes resulting from the Client's misrepresentation of facts material to the engagement.

These limitations apply regardless of the theory of liability and even if erakraft has been advised of the possibility of such damages.

11. Indemnification

Client agrees to indemnify, defend, and hold harmless erakraft, its officers, employees, contractors, and affiliates from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising from or related to:

• (a) the Client's violation of any policy, contractual obligation, or applicable law during or related to the engagement;

• (b) the Client's misrepresentation regarding authorization to use any data, tools, or systems, or regarding financial information provided;

• (c) the Client's use of any deliverable in violation of any policy, law, or third-party right;

• (d) any third-party claim against erakraft based on the Client's actions or representations; or

• (e) the Client's breach of any material provision of this Agreement.

12. Termination

12.1 Termination for Cause

Either party may terminate an engagement upon fourteen (14) days' written notice if the other party materially breaches the Agreement or applicable Proposal and fails to cure the breach within the notice period.

erakraft may terminate immediately if: (a) the Client breaches Section 6 (Data Security and Client-Controlled Access); (b) the Client materially misrepresents authorization, permissions, or financial information; or (c) erakraft determines in good faith that continuing would violate applicable law or pose unacceptable risk to either party.

12.2 Termination for Convenience

Client may terminate an engagement at any time. Fees already paid are non-refundable except as expressly provided in the applicable Proposal, and outstanding installment payments remain due unless erakraft has materially breached.

12.3 Effect of Termination

Upon termination: (a) erakraft will return or destroy Client Confidential Information in its possession within thirty (30) days; (b) the Client retains ownership of any deliverables produced before termination; (c) outstanding fees for services rendered become immediately due and payable; and (d) Sections 5 (including the Success Fee and Tail Period), 6 (residual obligations), 7, 8, 10, 11, and 13 survive termination.

For clarity, terminating an engagement does not extinguish a Success Fee that becomes payable on a Qualifying Sale closing within the Tail Period under Section 5.3.

13. General Provisions

13.1 Governing Law. This Agreement is governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict-of-laws principles.

13.2 Dispute Resolution. Any dispute will first be addressed through good-faith negotiation. If unresolved within thirty (30) days, it will be resolved by binding arbitration administered in Ontario, Canada, before a single arbitrator selected by mutual agreement.

13.3 Severability. If any provision is held unenforceable, the remaining provisions remain in full force and effect.

13.4 No Waiver. A party's failure to enforce any provision does not waive its right to enforce that or any other provision later.

13.5 Assignment. Neither party may assign this Agreement without the other's prior written consent, except that erakraft may assign it in connection with a merger, acquisition, or sale of substantially all its assets.

13.6 Force Majeure. Neither party is liable for delays or failures caused by circumstances beyond reasonable control, including natural disasters, government actions, third-party platform service interruptions, or pandemics.

13.7 Entire Agreement. This Agreement, together with the applicable Proposal, constitutes the entire agreement between the parties regarding the engagement and supersedes all prior communications, written or oral.

13.8 Amendments. Modifications to this Agreement must be in writing and signed by both parties, except that erakraft may update this Agreement on a going-forward basis as described under Acceptance.

13.9 Independent Contractors. The parties are independent contractors. Nothing in this Agreement creates an employment, partnership, joint venture, or agency relationship.

13.10 Notices. Notices must be in writing and delivered by email to the addresses on the applicable Proposal, with delivery confirmation requested.

Acceptance

This Agreement is accepted by the Client by executing the related Proposal that references it. No separate signature on this Agreement is required.

By executing the Proposal, the Client acknowledges that they have read, understood, and agreed to all terms and conditions in this Agreement in their entirety. The Effective Date is the date the Client executes the Proposal.

erakraft may update this Agreement from time to time. Material changes apply only to engagements commenced after the changes are published. Engagements in flight remain governed by the version of this Agreement in effect on the Client's Effective Date.