{{ title_line1 | default: "Go-to-Market" }}
{{ title_line2_pre | default: "Strategy " }}{{ title_line2_em | default: "Engagement" }}

{{ lede_pre | default: "This Consulting Agreement (the " }}{{ lede_defterm | default: "“Agreement”" }}{{ lede_mid | default: ") is entered into as of " }}{{ lede_date | default: "June 22, 2026" }}{{ lede_post | default: ", by and between the parties named below, who agree to the terms that follow for a focused 90-day go-to-market strategy engagement." }}

{{ consultant_addr1 | default: "1140 Cascade Avenue, Suite 300" }}
{{ consultant_addr2 | default: "Boulder, Colorado 80302" }}
{{ consultant_addr3 | default: "A Colorado limited liability company" }}

{{ consultant_as_pre | default: "Referred to herein as the " }}{{ consultant_as_term | default: "“Consultant.”" }}

{{ client_addr1 | default: "88 Harvest Lane" }}
{{ client_addr2 | default: "Portland, Oregon 97209" }}
{{ client_addr3 | default: "A Delaware corporation" }}

{{ client_as_pre | default: "Referred to herein as the " }}{{ client_as_term | default: "“Client.”" }}

{{ background_body | default: "The Client is a growth-stage natural foods company preparing to launch a new line of plant-based pantry products and seeks independent strategic counsel to define its market entry. The Consultant provides go-to-market advisory services and has agreed to deliver a defined body of strategy work over a fixed term. The parties enter this Agreement to set the scope, fee, deliverables, and terms of that engagement." }}

{{ footer_title | default: "Consulting Agreement · Trailhead Advisory ↔ Verde Foods" }} Page 1 of 6

1Article

1.1

{{ a1_1 | default: "The Consultant will provide go-to-market strategy advisory services for the Client’s new plant-based pantry line (the “Services”). The Services are advisory and analytical in nature and culminate in the deliverables described in Exhibit A. The Consultant will lead the engagement, set the working cadence, and present findings directly to the Client’s leadership team." }}

1.2

{{ s }}

1.3

{{ a1_3 | default: "The Consultant will provide the Services through a single named principal supported as the Consultant sees fit. The Consultant controls the means and methods of the work, consistent with Article 8." }}

{{ scope_callout_body | default: "This engagement is strategic advisory only. It does not include creative production, packaging design, software development, paid-media buying, hiring or staffing, legal or regulatory filings, or execution of the resulting plan. Any of these may be added by a written change order under Article 5 at rates agreed in advance." }}

2Article

2.1

{{ a2_1 | default: "This is a fixed-fee engagement, not a retainer or an hourly arrangement. The Client pays a single fixed fee of $36,000 for the complete scope and deliverables in Exhibit A, regardless of hours worked. The fixed fee gives the Client cost certainty and aligns the Consultant to outcomes rather than time billed." }}

2.2

{{ a2_2 | default: "The fixed fee is earned and invoiced in three equal monthly installments as set out in Article 3, each tied to the engagement month then underway rather than to hours." }}

2.3

{{ a2_3 | default: "The Consultant will hold a standing weekly working session with the Client’s designated lead and provide a brief written status note at the close of each engagement month." }}

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3Article

3.1

{{ a3_1 | default: "In consideration of the Services, the Client will pay the Consultant a total fixed fee of $36,000, payable in three equal installments of $12,000. Each installment is invoiced at the start of the corresponding engagement month and is due within fifteen (15) days of the invoice date." }}

{% for inst in installments %}

{% endfor %}

3cont’d

3.2

{{ a3_2_lead | default: "Expenses." }} {{ a3_2 | default: "Fees do not include out-of-pocket expenses. The Consultant will seek the Client’s written approval before incurring any single expense over $250 or aggregate expenses over $1,000. Pre-approved expenses are reimbursed at cost, with receipts, on the next installment invoice." }}

3.3

{{ a3_3_lead | default: "Late amounts." }} {{ a3_3 | default: "Undisputed invoices unpaid after fifteen (15) days accrue interest at 1.0% per month. The Consultant may pause work on amounts more than thirty (30) days past due after written notice." }}

{{ exhibit_label | default: "Exhibit A — Deliverables Schedule" }}

{% for d in deliverables %}

{% endfor %}

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4Article

4.1

{{ a4_1 | default: "This Agreement begins on the Start Date of June 22, 2026 and continues for ninety (90) days (the “Term”), ending on or about September 20, 2026 with delivery of the executive readout." }}

4.2

{{ a4_2_lead | default: "Renewal option." }} {{ a4_2 | default: "The Client may extend the engagement for one additional 90-day term on the same fee basis by giving written notice no later than fifteen (15) days before the Term ends. Any renewal is documented by a short written addendum and does not change deliverables already accepted." }}

5Article

5.1

{{ a5_1 | default: "Either party may request a change to the scope, deliverables, or schedule. A change takes effect only when described in writing and signed by both parties (a “Change Order”), which states any adjustment to the fee or timeline." }}

5.2

{{ a5_2 | default: "The Consultant will continue the existing scope while a Change Order is pending and is not obligated to perform added work until the Change Order is signed." }}

6Article

6.1

{{ a6_1_lead | default: "For convenience." }} {{ a6_1 | default: "Either party may end this Agreement on fourteen (14) days’ written notice. On termination, the Client pays for the engagement month then underway and for any deliverable already accepted; no further installments come due." }}

6.2

{{ a6_2_lead | default: "For cause." }} {{ a6_2 | default: "Either party may end this Agreement immediately if the other materially breaches it and fails to cure within ten (10) days of written notice." }}

6.3

{{ a6_3_lead | default: "On termination." }} {{ a6_3 | default: "The Consultant promptly delivers all work product completed and paid for, and each party returns or destroys the other’s Confidential Information under Article 7." }}

{{ winddown_body | default: "Sections covering confidentiality, ownership of work product, and payment for work performed survive termination of this Agreement and remain binding on the parties." }}

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{{ sheet5_title | default: "Confidentiality, Ownership & General Terms" }}

7Article

7.1

{{ a7_1 | default: "Each party may receive non-public information of the other (“Confidential Information”), including the Client’s product plans, financials, and customer data, and the Consultant’s methods and analyses. Each party will use the other’s Confidential Information only to perform this Agreement and will protect it with at least reasonable care." }}

7.2

{{ a7_2 | default: "This duty does not cover information that is public through no fault of the receiving party, already known to it, or independently developed. It continues for two (2) years after the Term ends." }}

8Article

8.1

{{ a8_1 | default: "On full payment, the Consultant assigns to the Client all deliverables prepared specifically for the Client under this Agreement (the “Work Product”), which the Client owns outright. The Consultant keeps ownership of its pre-existing frameworks, templates, and methods, and grants the Client a perpetual license to use them within the Work Product." }}

8.2

{{ a8_2_lead | default: "Independent contractor." }} {{ a8_2 | default: "The Consultant is an independent contractor, not an employee, agent, partner, or joint venturer of the Client. The Consultant controls how the Services are performed, supplies its own tools, is free to serve other clients, and is solely responsible for its own taxes, insurance, and benefits." }}

9Article

9.1

{{ a9_1 | default: "The Consultant warrants that the Services will be performed in a professional and workmanlike manner consistent with industry standards. Strategic recommendations are advisory; the Consultant does not guarantee specific business or financial outcomes." }}

9.2

{{ a9_2 | default: "Except for breaches of confidentiality, neither party’s total liability under this Agreement exceeds the total fees paid, and neither party is liable for indirect or consequential damages." }}

10Article

10.1

{{ a10_1_lead | default: "Governing law." }} {{ a10_1 | default: "This Agreement is governed by the laws of the State of Colorado, without regard to its conflict-of-laws rules." }}

10.2

{{ a10_2_lead | default: "Assignment." }} {{ a10_2 | default: "Neither party may assign this Agreement without the other’s written consent, except to a successor of substantially all of its business." }}

10.3

{{ a10_3_lead | default: "Severability." }} {{ a10_3 | default: "If any provision is held unenforceable, the rest remains in full effect and the provision is narrowed to the minimum extent needed." }}

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11Article

11.1

{{ a11_1_lead | default: "Notices." }} {{ a11_1 | default: "Notices must be in writing and sent to the addresses on the title page, by email with confirmation or by recognized courier, and are effective on receipt." }}

11.2

{{ a11_2_lead | default: "Entire agreement." }} {{ a11_2 | default: "This Agreement, with Exhibit A, is the entire agreement between the parties and replaces all prior discussions. It may be amended only in a writing signed by both parties." }}

12Article

12.1

{{ a12_1 | default: "This Agreement may be signed in counterparts and by electronic signature, each of which is an original and together one instrument. The parties sign below, intending to be legally bound." }}

{{ footer_title | default: "Consulting Agreement · Trailhead Advisory ↔ Verde Foods" }} Page 6 of 6 · Execution Copy

{{ title_line1 | default: "Go-to-Market" }}
{{ title_line2_pre | default: "Strategy " }}{{ title_line2_em | default: "Engagement" }}

{{ a1_title | default: "Services & Scope of Work" }}

{{ a2_title | default: "Engagement Structure & Fee Basis" }}

{{ a3_title | default: "Fee & Payment Schedule" }}

{{ a4_title | default: "Term & Renewal" }}

{{ a5_title | default: "Changes to Scope" }}

{{ a6_title | default: "Termination" }}

{{ a7_title | default: "Confidentiality" }}

{{ a8_title | default: "Ownership of Work Product & Status" }}

{{ a9_title | default: "Warranties & Liability" }}

{{ a10_title | default: "General Provisions" }}

{{ a11_title | default: "Notices & Entire Agreement" }}

{{ a12_title | default: "Counterparts" }}

{{ title_line1 | default: "Go-to-Market" }}{{ title_line2_pre | default: "Strategy " }}{{ title_line2_em | default: "Engagement" }}

{{ a1_title | default: "Services & Scope of Work" }}

{{ a2_title | default: "Engagement Structure & Fee Basis" }}

{{ a3_title | default: "Fee & Payment Schedule" }}

{{ a4_title | default: "Term & Renewal" }}

{{ a5_title | default: "Changes to Scope" }}

{{ a6_title | default: "Termination" }}

{{ a7_title | default: "Confidentiality" }}

{{ a8_title | default: "Ownership of Work Product & Status" }}

{{ a9_title | default: "Warranties & Liability" }}

{{ a10_title | default: "General Provisions" }}

{{ a11_title | default: "Notices & Entire Agreement" }}

{{ a12_title | default: "Counterparts" }}

{{ title_line1 | default: "Go-to-Market" }}
{{ title_line2_pre | default: "Strategy " }}{{ title_line2_em | default: "Engagement" }}