Master Service Agreement

I. Introduction

This Master Service & Confidentiality Agreement ("Agreement") is entered into as of the Effective Date, by and between:

Exquisite Expo Enterprises, LLC, an Illinois limited liability company, operating under the DBAs listed herein, including but not limited to Exquisite Expo, Exquisite Academy, Travel So Exquisite, and affiliated sub-brands (collectively, the "Company"),

and the Client (as defined in the applicable Statement of Work or Project Addendum).

II. Purpose & Intent

This Agreement establishes a comprehensive contractual framework governing all current and future projects, Statements of Work ("SOWs"), Project Addenda, or Attachments executed between the Parties. It integrates provisions related to:

• Service delivery
• Confidentiality and data protection
• Intellectual property ownership and licensing
• Risk allocation and liability
• Operational standards
• Regulatory, institutional, and compliance obligations

III. Definitions

• Services: Any professional, consulting, educational, experiential, lifestyle, event, digital, or advisory services provided by the Company or its DBAs.
• Deliverables: Any tangible or digital work product, materials, content, or outputs produced under this Agreement.
• Confidential Information: Any non-public, proprietary, sensitive, or protected information disclosed between the Parties, whether oral, written, electronic, or visual.

IV. Scope, Structure & Governance

A. Parent Agreement

This Agreement serves as the master governing document for all services provided by the Company, including services delivered through its DBAs, contractors, facilitators, or strategic partners.

B. Addenda / Statements of Work

Each project shall be governed by a mutually executed SOW or Project Addendum specifying scope, deliverables, timelines, pricing, and special conditions. All SOWs/Addenda incorporate this Agreement by reference.

C. Hierarchy

In the event of a conflict between any documents, the order of precedence shall be:

1. Applicable law or agency policy
2. Project-specific SOW/Addendum
3. This Master Agreement

V. Services

The Company may provide, without limitation, the following categories of services:

A. Executive, Corporate & Organizational Services

• Executive advisory and leadership development
• Fractional COO and operational systems consulting
• Culture, DEI, and organizational alignment
• Project, program, and change management
• High-level administrative and concierge operational support

B. Education & Institutional Programming (Exquisite Academy)

All educational offerings are non-clinical, non-therapeutic, and intended for educational, professional, and leadership development purposes only. Programs may include:

• Curriculum pilots and licensed frameworks
• Assemblies, workshops, staff professional development
• Leadership, SEL, financial literacy, and life-readiness programs
• Train-the-trainer models and digital education products

All curriculum, frameworks, and program materials remain the proprietary intellectual property of Exquisite Academy.

C. Lifestyle, Travel & Experiential Services

• Corporate luxury travel and executive retreats
• VIP concierge and immersive leadership experiences
• Wellness-aligned lifestyle coordination

D. Events, Love & Luxury Experiences

• Curated events, retreats, and high-touch experiences
• Media, marketing, and sponsor amplification
• Cultural and experiential programming

E. Legal, Notary & Compliance Support

Administrative and compliance-related services may include:

• Contract coordination and execution support
• Intellectual property documentation support
• Trust and estate planning coordination

The Company does not provide legal advice unless expressly stated in writing and authorized by applicable licensure.

F. Proprietary Frameworks

Including but not limited to:

• L.E.O. Leadership Mission
• Legacy OS Dashboard
• Soul Meets Systems Playbook

VI. Service Conditions

• Services may be delivered in-person, virtual, or hybrid
• The Company may subcontract while retaining responsibility for quality
• Client delays may extend timelines and incur additional fees
• Digital communications and approvals are binding
• Pre-service insurance and activity-specific waivers may be required
• The Company reserves the right to refuse services due to safety, risk, or legal concerns

VII. Term & Termination

• Term: Effective as of the Effective Date and continuing until terminated
• Termination for Convenience: 30 days' written notice
• Termination for Cause: Immediate for material breach, insolvency, unlawful activity, or failure to meet insurance or compliance requirements
• Effect of Termination: Client pays for all services rendered; IP remains Company property until paid in full

VIII. Cancellation & Refunds

• Deposits, retainers, and prepaid fees are non-refundable unless expressly stated otherwise
• Event, travel, and experiential services follow tiered cancellation timelines as defined in the applicable Addendum
• Client reimburses all non-recoverable expenses
• Force majeure events may result in rescheduling or credit application

IX. Fees & Payment

• Fees defined per SOW/Addendum
• Invoices due within 10 days
• Late payments accrue 1.5% monthly interest
• Non-payment pauses services
• Electronic signatures and invoices are binding

X. Insurance, Liability & Indemnification

• Client assumes full responsibility for participants, guests, vendors, contractors, and venues
• Client agrees to obtain event liability insurance ($1,000,000 minimum per occurrence), naming Exquisite Expo Enterprises, LLC as Additional Insured
• Proof of insurance must be provided no later than 7 days prior to the event/project
• Client shall indemnify, defend, and hold harmless Exquisite Expo Enterprises, LLC, its owner, agents, contractors, and representatives
• Activity-specific waivers or participant releases must be obtained by the Client prior to participation
• Total liability for any claim shall not exceed fees paid for the applicable services

XI. Confidentiality & Data Privacy

• Confidential Information remains property of the disclosing Party
• Compliance with applicable privacy and data protection laws
• Anonymized aggregate data may be used for benchmarking

XII. Intellectual Property

• Pre-existing IP remains with its owner
• Client receives a limited, non-exclusive, non-transferable license upon full payment
• No reverse engineering, redistribution, or derivative works without written authorization
• Brand usage requires prior written consent
• Company reserves audit and compliance review rights

XIII. Deliverable Acceptance

• Client has 5 business days to review
• Silence equals acceptance
• Out-of-scope revisions are billable

XIV. Independent Contractor

No partnership, employment, or joint venture is created by this Agreement.

XV. Dispute Resolution & Arbitration

Disputes shall be resolved through:

1. Good-faith negotiation
2. Mediation
3. Binding arbitration administered by AAA in Illinois

XVI. Force Majeure & Brand Governance

Includes acts of God, natural disasters, pandemics, government orders, labor disruptions, utility failures, or other events beyond reasonable control. Neither Party is liable for uncontrollable events.

All DBAs and subcontractors must comply with Company standards and ethics.

XVII. Governing Law & Notices

• Illinois law governs
• Venue: Cook County, Illinois
• Notices via certified mail or confirmed email

XVIII. Entire Agreement

This Agreement, together with all SOWs, Addenda, and MNDAs, constitutes the entire agreement and supersedes all prior discussions.

XIX. Execution

This Agreement is executed by authorized representatives of both Parties as of the Effective Date stated in the applicable Statement of Work or Project Addendum.