PROFESSIONAL SERVICES AGREEMENT

This Professional Services Agreement (this “Agreement”), dated and effective as of the ____ day of

_________, 2022 (the “Effective Date”), is between [Service Provider], a Delaware corporation, located at [ADDRESS] (“Service Provider”) and ____________

(“Client”).

RECITALS

A. Client desires to engage Service Provider as an independent contractor to perform services (“Services”)

identified in the Scope of Work #1, attached hereto as Exhibit A (the “Scope of Work”).

B. Service Provider desires to perform such Services for Client as more specifically described in this

Agreement, including Exhibit A.

AGREEMENT

NOW, THEREFORE, in consideration of the foregoing, and the covenants, terms, conditions and provisions of this Agreement, the parties, intending to be legally bound, hereby agree as follows:

1. DESCRIPTION OF SERVICES

1.1. Scope of Work. The specific Services to be performed by Service Provider on behalf of Client are described in the Scope of Work. Client and Service Provider may amend the Services only through a jointly executed written agreement.

1.2. Timeline. Service Provider will be expected to deliver all Services within the timeframes agreed upon by both parties and specified in the Scope of Work.