Maintenance Consulting Client Service Agreement

This Maintenance Consulting Client Service Agreement ("Agreement") is entered into as of [Effective Date] ("Effective Date") by and between DVD IndustrialWorks, a division of MXM Turbinetec LLC, with offices at 3125 Vision Avenue, Memphis, TN 38118 ("Service Provider"), and the client identified below ("Client"). The Service Provider agrees to provide maintenance consulting and advisory services to the Client under the terms set forth in this Agreement.

The Service Provider shall provide the maintenance consulting and advisory services described below. Services include assessment, advisory, and planning deliverables related to industrial facility maintenance, reliability engineering, and preventive maintenance program development, performed in accordance with applicable OSHA LOTO (29 CFR 1910.147) and HAZWOPER safety standards.

A detailed Statement of Work ("SOW") describing specific deliverables, milestones, and acceptance criteria shall be attached as Exhibit A and incorporated by reference. Any work outside the SOW shall require a written change order signed by both parties.

This Agreement shall commence on the Effective Date and continue for a period of unless terminated earlier in accordance with Section 8.0. The Agreement may be renewed by mutual written agreement of both parties.

The Service Provider shall devote no more than 6 hours per week to the Services under this Agreement. Hours in excess of this limit shall be billed at the overage rate specified in Section 4.0 and shall require prior written authorization from the Client.

The Client agrees to pay the Service Provider for the Services according to the fee structure below. All fees are quoted in U.S. dollars and are exclusive of applicable state and local taxes, which shall be billed separately where required by law.

The standard retainer includes up to six (6) hours of consulting services per week per Client at the agreed hourly rate of $175–$250/hr, billed in advance on the first of each billing cycle. Hours used beyond the weekly six-hour allowance in any given week shall be billed at an increased overage rate of $200/hr during business hours and $250/hr for emergency after-hours or weekend calls. Project-based fees are invoiced 50% upon execution and 50% upon delivery of final deliverables. All invoices are due Net 15 from the invoice date.

The Client agrees to provide the Service Provider with reasonable access to facility records, equipment history, maintenance staff, and physical site areas necessary to perform the Services. The Client shall designate a single point of contact to coordinate scheduling, data requests, and deliverable review. The Client is responsible for the accuracy and completeness of all information provided to the Service Provider.

Both parties agree to keep confidential all proprietary information, trade secrets, operational records, and facility and operational records disclosed during the engagement. The Service Provider shall not disclose Client information to any third party without written consent, except as required by law. This obligation survives termination of this Agreement for a period of three (3) years.

The Service Provider's recommendations are advisory in nature and based on information provided by the Client and observations made during site visits. The Service Provider is not responsible for the Client's implementation of recommendations or for equipment failures arising from factors outside the scope of the engagement. The Service Provider's total liability under this Agreement shall not exceed the total fees paid by the Client. Each party shall maintain general liability and workers' compensation insurance as required by law.

Either party may terminate this Agreement for convenience with thirty (30) days written notice. Either party may terminate for cause if the other party materially breaches this Agreement and fails to cure the breach within fifteen (15) days of written notice. Upon termination, the Client shall pay for all Services performed and expenses incurred up to the termination date.

All on-site work performed under this Agreement shall comply with OSHA Lockout/Tagout (LOTO) requirements under 29 CFR 1910.147 and HAZWOPER safety standards (29 CFR 1910.120) where applicable. The Service Provider's personnel shall follow all Client site safety protocols and shall hold applicable certifications for the work performed.

This Agreement shall be governed by the laws of the State of Tennessee. This Agreement, together with any attached Exhibits and SOW, constitutes the entire agreement between the parties and supersedes all prior negotiations, representations, and understandings. Amendments must be made in writing and signed by both parties.