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Independent Contractor Agreement

This Independent Contractor Agreement ("Agreement") is entered into by and between Calder Capital, LLC ("Company"), its successors and assigns, and ("Contractor") on this Date .

Recitals

a. The Company is a full-service mergers and acquisitions firm that engages with clients to provide various advisory services.

b. The Contractor has the requisite skills and experience to provide support to the Company in providing services to the Company’s clients.

c. The Company wishes to retain the Contractor and the Contractor is willing to be engaged as an independent contractor on the terms set forth in this Agreement.

NOW THEREFORE, in consideration of the foregoing recitals and the mutual covenants and agreements contained herein, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

Agreement

Services of Contractor
Company retains Contractor as an independent contractor to provide advisory services to Company clients, assist in transaction processes, engage in business development, perform research, and fulfill other mutually agreed responsibilities. Contractor retains control over the methods and means of performing services while adhering to applicable laws.

Compensation
Contractor shall be compensated per the Standard Independent Contractor Fee Schedule unless agreed otherwise in writing. Calder reserves the right to alter the Fee Schedule at its discretion, however, any future changes to the Fee Schedule will be infrequent, communicated in advance in writing with justification, and not retroactive as it relates to current projects managed by Contractor or past projects where Contractor continues to receive compensation (e.g., earn-outs).

Contractor understands that neither Contractor nor Contractor’s employees or contract personnel are eligible to participate in any employee pension, health, vacation pay, sick pay, or other fringe benefit plan of Company.

Term and Termination
This Agreement continues until terminated:

a. By mutual written agreement;
b. By either party with 30 days' written notice; or
c. Immediately if either party materially breaches this Agreement or if Contractor commits a crime relevant to their duties.

Notwithstanding the foregoing, the Company may terminate this Agreement immediately and without prior written notice to the Contractor if the Contractor is convicted of any crime or offense; fails or refuses to comply with the written policies or reasonable directives of the Company; or is guilty of serious misconduct in connection with the performance of the Services.

Independent Contractor Status
The parties agree that Contractor is an independent contractor, and that neither Contractor nor Contractor’s employees or contract personnel are, or shall be deemed to be, employees of Company. In its capacity as an independent contractor, Contractor agrees to and represents the following:

a. Contractor has the right and does fully intend to perform services for third parties during the term of this Agreement.

b. Contractor has the sole right to control and direct the means, manner, and method by which the services required by this Agreement will be performed.

c. Contractor has the right to perform the services required by this Agreement at any place or location and at such times as Contractor may determine.

d. Contractor has the right to hire assistants as subcontractors or to use their employees to provide the services required by this Agreement.

e. The services required by this Agreement shall be performed by Contractor, or Contractor’s employees or contract personnel, and Company shall not hire, supervise, or pay any assistants to help Contractor.

f. Neither Contractor nor Contractor’s employees or contract personnel shall receive any mandatory training from the Company in the professional skills necessary to perform the services required by this Agreement. However, training as it relates to compliance, access to necessary systems, and voluntary best practices will be provided from time to time at the Company’s discretion.

g. Neither Contractor nor Contractor’s employees or contract personnel shall be required by Company to devote full time to the performance of the services required by this Agreement.

h. The Contractor has the unrestricted right and ability to earn compensation from sources other than the Company.

i. Contractors may use their own tools, softwares, hardware etc. The Company may provide their own tools to the contractor but the Contractor is not required to use them. However, if the Contractor decides to not use their own tools they must take full responsibility for all and any outcomes resulting from using a non-preferred tool.

The parties acknowledge and agree that Company is entering into this Agreement with reliance on the representations made by Contractor relative to its independent contractor status.

Permits and Licenses
Contractor declares that Contractor has complied with all federal, state, and local laws requiring business permits, certificates, and licenses required to carry out the services to be performed under this Agreement. If it is discovered that Contractor is providing Services or has provided Services that Contractor does not have the requisite permits, certificates and licenses to be performing, Contractor agrees to forfeit any compensation due under Section 2 of this Agreement and indemnify the Company according to Section 21 of this Agreement.

Taxes and Insurance
Contractor is responsible for all taxes, including self-employment taxes. A completed W-9 form must be provided upon request. Contractor must maintain appropriate insurance coverage.

Worker’s Compensation
Company will not provide worker’s compensation insurance for Contractor or Contractor’s employees. Contractor must obtain coverage if hiring employees.

Unemployment Compensation
Company will not make unemployment compensation payments on behalf of Contractor. Contractor agrees that they are not entitled to unemployment benefits through Company.

If a Contractor files a petition for and receives unemployment compensation, the total amount of unemployment compensation awarded to and received by Contractor shall immediately become due and payable to Company by Contractor under this Agreement.

Insurance
Contractor, as an independent contractor, agrees to indemnify, defend, and hold harmless Company from any and all liability arising out of or in any way related to Contractor’s performance of services during the term of this Agreement, including any liability resulting from intentional or reckless acts or the acts of the employees or agents of Contractor.

Proprietary Information.

a. Confidential Information The Contractor acknowledges that the Contractor’s engagement with the Company will necessarily involve exposure to, familiarity with, and the opportunity to learn highly sensitive, confidential and proprietary information of the Company, which may include, without limitation, information about the Company’s Intellectual Property, products and services, customers, prospective customers, personnel, referral sources, vendors and suppliers, billing and collection procedures, software and the source code thereof, CRM data, financial and accounting data, data processing and communications, technical data, marketing strategies, business plans, and other specific knowledge regarding the business of the Company and its products and services (collectively referred to herein as “Confidential Information”). The Contractor expressly acknowledges and agrees that Confidential Information may include, without limitation, confidential and proprietary information belonging to various third parties, such as the Company’s affiliates, vendors, agents, customers and prospective customers, but which is entrusted to the Company for use by the Company to conduct its business. The failure to mark or designate information as “confidential” or “proprietary” shall not prevent information accessed by or disclosed to the Contractor from being deemed Confidential Information under this Agreement.

b. Duties. The Contractor acknowledges that the Confidential Information is a valuable, special and unique asset of the Company, such that the unauthorized disclosure or use by the Contractor or persons or entities outside the Company would cause irreparable damage to the business of the Company. Accordingly, the Contractor agrees that the Contractor shall not directly or indirectly disclose to any person or entity or use for any purpose or permit the exploitation, copying or summarizing of any Confidential Information of the Company, except as required in the proper performance of the Services. The Contractor further acknowledges that the Company has instituted, and will continue to institute, update, and amend, policies and procedures designed to protect the confidentiality and security of the Company’s Confidential Information. The Contractor agrees to take all appropriate action, whether by instruction, agreement or otherwise, to ensure the protection, confidentiality and security of the Company’s Confidential Information, to protect the status of the Company’s Trade Secrets (as defined below), and to satisfy the Contractor’s obligations under this Agreement.

c. Trade Secrets. The Company considers much of its Confidential Information to constitute trade secrets of the Company (“Trade Secrets”), which have independent value, provide the Company with a competitive advantage over its competitors who do not know the Trade Secrets, and are protected from unauthorized disclosure under applicable law. However, whether or not the Confidential Information constitutes Trade Secrets, the Contractor acknowledges and agrees that the Confidential Information is protected from unauthorized disclosure or use under this Agreement. Notwithstanding the foregoing, in accordance with the Defend Trade Secrets Act of 2016, the Contractor will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of Trade Secrets that: (i) is made in confidence to a federal, state or local governmental official, either directly or indirectly, or to any attorney, where the disclosure to such official or attorney is solely for the purpose of reporting or investigating a suspected violation of law; or (ii) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding. In the event the Contractor files a lawsuit for retaliation by the Company for reporting a suspected violation of law, the Contractor may disclose the Company’s Trade Secrets to the Contractor’s attorney and use the Trade Secret information in the court proceeding only if the Contractor: (i) files any document containing the Trade Secret under seal; and (ii) does not disclose the Trade Secret except pursuant to court order.

No Interference With Business Relationships
Contractor agrees that Contractor will not, during the term of this Agreement and for a period of 24 months after the Term, encourage, solicit, or otherwise attempt to persuade any other party not named to this Agreement that has a business relationship with the Company to terminate the business relationship with the Company. Contractor also agrees during the period of time stated above in this Section, Contractor will not encourage, solicit, or otherwise attempt to persuade any party not named to this Agreement that has a business relationship with the Company to breach or not comply with any contract or agreement with the Company. For the purposes of this Agreement “business relationship” shall include all customers, clients, leads, business contacts, affiliates, independent contractors, employees, and all other parties contracted with Company, its agents, representatives, successors and assigns.

Return of Proprietary Information
Upon the termination of this Agreement, Contractor shall return all records, documents, and other written, printed, photographic, or physical materials of any type that belong to or pertain to Company, including, without limitation, computer printouts, client lists or documents, client files, sales manuals, drawings, plans, blueprints, specifications, calculations, measurements and formulas of any type, billing information, financial information, all such data stored on electronic equipment, and all other documents relating to Company, then in Contractor’s possession or under his control, and Contractor shall not make or retain any copies or extracts, including handwritten summations, of any such documents. Contractor understands that all work done is for customers and clients of Company and not for their own customers or clients.

Non-solicitation
Contractor covenants and agrees that during the term of this Agreement and for 24 months after the Term, regardless of the reason for the termination, Contractor will not, directly or indirectly, solicit or attempt to solicit any business from any of the Company’s current or past customers or clients, prospective customers or clients, or vendors with whom Contractor had contact with during Contractor’s relationship with Company. For the purpose of this Agreement “prospective customers or clients” shall include any firm, partnership, corporation, or any other entity or person reasonably expected by Company to purchase any of the products or services of Company.

Remedies
Contractor agrees that Company would be irreparably injured in its business and would not have an adequate remedy at law if Contractor were to breach Sections 11, 12, 13, 14, or 15 of this Agreement. If any such breach or violation occurs, Company will be entitled to an injunction (a) restraining Contractor from disclosing or using any proprietary information of Company, as described in Section 11, from rendering services or making sales to any client, as set forth in Section 12 or Section 15, or from causing a business relationship to be terminated in violation of Section 13, or (b) requiring Contractor to return to Company proprietary information pursuant to Section 14. However, it is agreed that Company’s remedies in the event of any such breach or violation would be cumulative and that Company could seek damages and other equitable relief in addition to injunctive relief. Contractor also agrees that if Company must pursue any legal action to enforce this Agreement, Company is entitled to recover from Contractor its actual attorney fees and costs of litigation.

Setoff
Any amounts for indemnification or breach of this Agreement that the Company is entitled under this Agreement shall be set off, as determined by the Company, against any outstanding payments owed by the Company to the Contractor for the compensation described in Section 2 whether such compensation is due and owing or such compensation becomes due and owing in the future.

Disputes; Governing Law; Arbitration
Michigan law will govern and enforce this Agreement. Any litigation or arbitration between Contractor and Company will take place in any state court located within Kent County. Contractor and Company waive any objection to personal jurisdiction or venue in any forum located in those jurisdictions. Except for a claim of payments of amounts due, no action, regardless of form, arising out of this Agreement may be brought by either party against the other more than one year after the cause of action has arisen.

No Partnership
This Agreement does not create a partnership relationship. The Contractor does not have authority to enter into contracts on the Company's behalf.

Complete Understanding; Modification
This Agreement, including any and all Attachments and Schedules attached hereto, constitutes the full and complete understanding and agreement between the Contractor and Company and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the parties regarding the subject matter contained herein. Any waiver, modification or amendment of any provision of this Agreement will be effective only if in writing and signed by both the Contractor and Company.

Assignment and Delegation.
The Contractor may not assign or subcontract any rights or obligations under this Agreement without the Company's prior written approval.

Indemnification
Contractor shall indemnify, defend and hold harmless Company, its owners, employees, agents and subcontractors from and against any and all claims, damages, reasonable attorneys’ fees, costs and expenses which Company incurs as a result of a claim or claims brought by any third party, arising out of any wrongdoing, negligence and/or breach of contract by the Contractor alleged or otherwise.

Waiver and Severability
Waiver or failure by either party to exercise in any respect any right provided for in the Agreement will not be deemed a waiver of any further right under this Agreement. If any provision of this Agreement is found by a court of competent jurisdiction to be unenforceable for any reason, the remainder of this Agreement will continue in full force and effect.

Reasonableness
Parties acknowledge and agree that the restrictions in this Agreement are reasonable in scope, necessary to protect the legitimate interests of both Parties and will not unreasonably restrict either party’s ability to earn a livelihood after the termination of this Agreement. Parties further agree that the restrictions contained in this Agreement shall survive the expiration or termination of this Agreement, for any reason. In the event any of the restrictions are deemed to be unenforceable for any reason, the remaining restrictive covenants shall remain enforceable to the extent allowed by law.

Mutually Drafted
The Parties acknowledge that this Agreement has been mutually drafted by the Parties and that the construction or interpretation of this Agreement shall not be more favorably or less favorably received for one Party over the other.

Reading and Understanding
Each party executing this Agreement acknowledges and agrees that such party has carefully read and fully understands the entire Agreement and is executing this Agreement after due consideration and the opportunity to consult with legal counsel.

WAIVER OF JURY TRIAL. EACH OF COMPANY AND CONTRACTOR WAIVE THEIR RESPECTIVE RIGHTS TO DEMAND A TRIAL BY JURY IN ANY LITIGATION OR OTHER LEGAL PROCEEDING ARISING OUT OF THIS AGREEMENT.

By signing below you agree to the terms and conditions as set forth in this agreement.

May 9, 2026

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Signed by Max Friar
Signed On: February 27, 2025

Timestamp

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February 27, 2025 9:59 am EDT

Independent Contractor Agreement Uploaded by Max Friar - max@caldergr.com IP 147.92.108.236

February 27, 2025 10:20 am EDT

Mya Stone - hr@caldergr.com added by Max Friar - max@caldergr.com as a CC'd Recipient Ip: 147.92.108.236