Alchemy Agentic Consulting Contract Suite Execution-Ready Legal Documents Prepared for: Alchemy Agentic LLC (Keith Norton & Paul Langtry) Jurisdiction: Tennessee (Davidson County) Suite Version: 1.0 — June 18, 2026 Document Index Doc # Title Purpose 1 Master Services Agreement Umbrella governance for all engagements 2 Statement of Work — Ground Truth Audit $10,000 diagnostic engagement 3 Statement of Work — The Compass $10,000 strategy engagement 4 Statement of Work — The Workshop $30,000+ custom build engagement 5 Statement of Work — The Donor Lens $15,000 nonprofit fundraising engagement 6 Post-Build Retainer & Maintenance Agreement Ongoing maintenance and support DOCUMENT 1 MASTER SERVICES AGREEMENT NOTICE — NON-ATTORNEY WORK PRODUCT. This document was prepared by non-attorneys for internal planning purposes only. It is not legal advice and does not establish an attorney-client relationship. Tennessee-licensed legal counsel must review and approve this document prior to execution. This Master Services Agreement (this "Agreement") is made and entered into as of the date last signed below (the "Effective Date") by and between: Alchemy Agentic LLC, a Tennessee limited liability company with its principal place of business in Davidson County, Tennessee ("Provider"); and \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_, a \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ with its principal place of business at \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ ("Client"). Provider and Client are each a "Party" and collectively the "Parties." Recitals WHEREAS, Provider designs, builds, and deploys agentic artificial intelligence workflows and provides related consulting, strategy, and training services; and WHEREAS, Client wishes to engage Provider for one or more such engagements to be described in separately executed Statements of Work; and WHEREAS, the Parties intend that this Agreement serve as the umbrella governance framework for all such engagements; NOW, THEREFORE, in consideration of the mutual covenants set forth herein, the Parties agree as follows. Article 1 — Definitions The following capitalized terms have the meanings set forth below. Capitalized terms used but not defined here have the meanings given in the applicable Statement of Work. Term Definition Agreement This Master Services Agreement, together with all Exhibits and all Statements of Work executed hereunder. AI Output Any text, code, data, recommendation, decision, or other artifact generated by an AI model, agent, or workflow developed, deployed, or operated by Provider on behalf of Client. Background IP All software, source code, prompt libraries, agentic recipes, frameworks, methodologies, know-how, templates, and other intellectual property owned, licensed, or developed by Provider prior to the Effective Date or independently of any Statement of Work, together with all modifications, derivatives, and improvements thereto. Change Order A written amendment to a Statement of Work, signed by both Parties, modifying scope, schedule, or fees. Client Materials All data, content, documents, credentials, and other materials furnished by Client to Provider in connection with an Engagement. Confidential Information Non-public information disclosed by one Party to the other that is marked confidential or that a reasonable person would understand to be confidential under the circumstances of disclosure. Deliverable A specific work product expressly identified as a "Deliverable" in a Statement of Work. Engagement The Services and Deliverables described in a particular Statement of Work. Final Human-in-the-Loop or Final HITL Client, in its capacity as the human party with ultimate authority to verify, approve, modify, or reject any AI Output prior to operational or external use. License The license granted to Client in Article 5 of this Agreement. Model Drift Degradation in AI model performance over time due to changes in input data distribution, model provider updates, or external dependencies. Responsible Deployer Provider, in its capacity as the developer and initial deployer of the AI systems supplied under this Agreement, as that role is understood under California Civil Code § 1714.46 and analogous 2026 frameworks. Revenue-Share Addendum A separately negotiated and executed written agreement permitting Client commercial exploitation of a Deliverable. Services The professional services described in a Statement of Work. SOW or Statement of Work A written work order executed by the Parties under this Agreement substantially in the form of Exhibit A. TIPA The Tennessee Information Protection Act, Tenn. Code Ann. §§ 47-18-3201 et seq. Work Product All Deliverables and other materials specifically created by Provider for Client under a Statement of Work, excluding Background IP. Article 2 — Engagement Structure 2.1 Scope. Provider shall furnish the Services and produce the Deliverables described in each executed Statement of Work. No Services are authorized until a Statement of Work is signed by both Parties. 2.2 Order of Precedence. In the event of conflict, the documents control in the following order: (a) the applicable Statement of Work (as to project-specific terms only); (b) this Agreement; (c) Exhibits. 2.3 Independent Contractor. Provider performs Services as an independent contractor. Nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship. Article 3 — Fees and Payment 3.1 Fees. Fees, payment milestones, and invoicing terms are set forth in each Statement of Work. 3.2 Default Payment Terms. Unless a Statement of Work provides otherwise, invoices are due Net 10 from the invoice date. Late amounts accrue interest at 1.5% per month (or the maximum lawful rate, whichever is lower). 3.3 Expenses. Pre-approved travel and out-of-pocket expenses are reimbursable at cost. 3.4 Taxes. Fees are exclusive of taxes. Client is responsible for all applicable sales, use, and similar taxes (excluding Provider's income taxes). 3.5 Suspension. Provider may suspend Services if any undisputed invoice is more than fifteen (15) days past due, upon five (5) business days' written notice. Article 4 — AI-Specific Liability and Responsible Deployer Framework 4.1 Probabilistic Nature of AI. The Parties acknowledge that artificial intelligence systems are probabilistic rather than deterministic and are subject to inherent risks including hallucinations, factual inaccuracies, Model Drift, latency, unavailability of third-party model providers, and unpredictable autonomous behavior. 4.2 Responsible Deployer Designation. Consistent with California Civil Code § 1714.46 and the principles of the 2026 European Union Product Liability Directive, Provider is designated as the Responsible Deployer of AI systems delivered under this Agreement at the moment of initial deployment. Effective upon Deliverable acceptance and handoff, operational responsibility transfers to Client as the Final Human-in-the-Loop. 4.3 Client Human Oversight Obligations. Client shall: (a) maintain meaningful human review of all AI Output prior to any external, customer-facing, financial, legal, medical, or otherwise material use; (b) implement and document internal review procedures consistent with industry standards; (c) refrain from deploying any AI Output to a fully autonomous decision context without express written acknowledgement that Client assumes all liability for such use; and (d) promptly notify Provider of any anomalous AI behavior observed in production. 4.4 Provider Disclaimers. To the maximum extent permitted by Tennessee law, Provider disclaims all liability for: (a) AI hallucinations, factual errors, or fabricated outputs; (b) Model Drift occurring after Deliverable handoff; (c) autonomous or agentic actions executed without Client verification; (d) third-party model provider outages, deprecations, or policy changes; (e) consequential, incidental, special, indirect, or punitive damages arising from AI Output; and (f) decisions made or actions taken by Client in reliance on AI Output. 4.5 Allocation of Liability for AI Decisions. Ultimate legal and operational responsibility for any decision made on the basis of AI Output rests with Client as Final Human-in-the-Loop. Article 5 — Intellectual Property and Commercialization 5.1 Background IP. Provider retains all right, title, and interest in and to the Background IP. Nothing in this Agreement transfers ownership of Background IP to Client. 5.2 Grant of License. Conditioned on full payment under the applicable Statement of Work, Provider grants Client a perpetual, worldwide, non-exclusive, non-transferable, non-sublicensable license to use, execute, copy, and modify the Work Product, and the Background IP solely as embedded therein, for Client's internal business operations only. 5.3 No-Resell Hardline. Client shall not, and shall not permit any third party to: (a) resell, sublicense, rent, lease, lend, or otherwise commercially distribute the Work Product; (b) white-label, rebrand, or offer the Work Product as a service to third parties; (c) use the Work Product to provide services to any party other than Client itself; or (d) train any competing AI model on the Work Product or Background IP. 5.4 Revenue-Share Addendum Required. Any commercial exploitation of the Work Product beyond the license granted in Section 5.2 requires a separately negotiated Revenue-Share Addendum executed by both Parties prior to such activity. 5.5 Client Materials. Client retains all right, title, and interest in Client Materials and grants Provider a limited license to use Client Materials solely as necessary to perform the Services. 5.6 Residual Knowledge. Provider may use general skills, know-how, and experience acquired during performance, provided no Confidential Information of Client is disclosed. Article 6 — Confidentiality 6.1 Obligations. Each Party shall (a) protect the other's Confidential Information with at least the same degree of care it uses to protect its own (and in no event less than reasonable care), (b) use it solely to perform under this Agreement, and (c) limit access to personnel with a need to know who are bound by written confidentiality obligations. 6.2 Exclusions. Confidential Information does not include information that is or becomes public through no breach, was independently developed, was rightfully received from a third party, or is required to be disclosed by law (subject to prompt notice to the disclosing Party). 6.3 Survival. Confidentiality obligations survive termination for three (3) years, except trade secrets, which are protected for as long as they qualify as such under Tennessee law. Article 7 — Liability Cap and Indemnification 7.1 Liability Cap. To the maximum extent permitted by Tennessee law, Provider's aggregate liability for all claims arising out of or related to a particular Statement of Work shall not exceed the total fees actually paid by Client to Provider under that Statement of Work during the twelve (12) months preceding the claim. 7.2 Exclusion of Damages. Neither Party is liable for indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, lost revenue, or lost data, regardless of theory of liability. 7.3 Carve-Outs. The cap and exclusion in Sections 7.1 and 7.2 do not apply to: (a) Client's payment obligations; (b) breach of the No-Resell Hardline in Section 5.3; (c) Client's indemnification obligations; or (d) a Party's gross negligence, willful misconduct, or fraud. 7.4 Client Indemnification. Client shall defend, indemnify, and hold harmless Provider, its members, officers, employees, and agents from any third-party claim arising out of or related to: (a) Client's breach of Section 5.3 (No-Resell Hardline); (b) Client's use of AI Output without human verification in violation of Article 4; (c) Client Materials; or (d) Client's use of any Deliverable in violation of law. 7.5 Provider Indemnification. Provider shall defend Client against any third-party claim that the Work Product (excluding Background IP open-source components used in accordance with their licenses, and excluding Client Materials) infringes a U.S. intellectual property right, subject to the cap in Section 7.1. Article 8 — Data Protection and TIPA Compliance 8.1 NIST CSF Alignment. Provider maintains a written information security program substantially aligned with the NIST Cybersecurity Framework, intended to qualify for the safe harbor available under TIPA § 47-18-3213. 8.2 Processor Role. Where Provider processes personal information on behalf of Client, Provider acts as a Data Processor under TIPA, and the Parties shall comply with Exhibit D (Data Protection Addendum). 8.3 Breach Notification. Provider shall notify Client of any confirmed or reasonably suspected security incident affecting Client data within seventy-two (72) hours of discovery, consistent with Tenn. Code Ann. § 47-18-2107. Article 9 — Term and Termination 9.1 Term. This Agreement commences on the Effective Date and continues until terminated under this Article. 9.2 Termination for Convenience. Either Party may terminate an individual Statement of Work upon thirty (30) days' written notice. Termination of an SOW does not terminate this Agreement. 9.3 Termination for Cause. Either Party may terminate this Agreement or any SOW immediately upon written notice if the other Party (a) materially breaches and fails to cure within fifteen (15) days of written notice, or (b) becomes insolvent or files for bankruptcy. 9.4 Effect of Termination. Upon termination of an SOW: (a) Client shall pay all fees earned through the termination effective date, including pro-rata fees for partially completed milestones; (b) Provider shall deliver work-in-progress in then-current form; and (c) each Party shall return or destroy the other's Confidential Information. 9.5 Survival. Articles 4 (Liability), 5 (IP), 6 (Confidentiality), 7 (Liability Cap and Indemnification), 8 (Data Protection), 10 (Governing Law), and 11 (Miscellaneous) survive termination. Article 10 — Governing Law and Dispute Resolution 10.1 Governing Law. This Agreement is governed by the laws of the State of Tennessee, without regard to conflict-of-law principles. 10.2 Venue. Exclusive venue for any action lies in the state or federal courts located in Davidson County, Tennessee, and each Party consents to personal jurisdiction therein. 10.3 Good-Faith Negotiation. Before initiating litigation, the Parties shall attempt to resolve disputes through good-faith negotiation between senior representatives for at least thirty (30) days. 10.4 Equitable Relief. Notwithstanding the foregoing, either Party may seek immediate injunctive relief for breaches of confidentiality or intellectual property obligations. Article 11 — Miscellaneous Provision Terms Entire Agreement This Agreement, all SOWs, and all Exhibits constitute the entire agreement and supersede all prior discussions. Amendments Must be in writing and signed by both Parties. Notices Sent by email with read receipt or certified mail to the addresses in the applicable SOW; deemed delivered on receipt confirmation or three (3) business days after mailing. Assignment Neither Party may assign without the other's prior written consent, except to an affiliate or in connection with a merger or sale of substantially all assets. Severability If any provision is unenforceable, the remainder remains in full force. Waiver No waiver is effective unless in writing; no waiver of one breach waives any subsequent breach. Force Majeure Neither Party is liable for delays caused by events beyond reasonable control, excluding payment obligations. Counterparts May be executed in counterparts, including by electronic signature, each an original. Publicity Provider may identify Client by name and logo as a client unless Client objects in writing. Article 12 — Exhibits Exhibit A — Form of Statement of Work Exhibit B — Fee Schedule and Rate Card Exhibit C — License Terms (Internal-Use License and No-Resell Restrictions) Exhibit D — Data Protection Addendum (TIPA Compliance) Exhibit E — Form of Revenue-Share Addendum (template only; executed separately if applicable) Signatures ALCHEMY AGENTIC LLC By: \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ Name: \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ Title: \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ Date: \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ Address for Notices: \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ Email: \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ CLIENT By: \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ Name: \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ Title: \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ Date: \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ Address for Notices: \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ Email: \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ DOCUMENT 2 STATEMENT OF WORK — GROUND TRUTH AUDIT NOTICE — NON-ATTORNEY WORK PRODUCT. This document was prepared by non-attorneys for internal planning purposes only. It is not legal advice and does not establish an attorney-client relationship. Tennessee-licensed legal counsel must review and approve this document prior to execution. SOW Number: GTA-\_\_\_\_\_\_\_\_\_\_ SOW Effective Date: \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ Reference MSA Date: \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ This Statement of Work (this "SOW") is entered into between Alchemy Agentic LLC ("Provider") and \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ ("Client") under the Master Services Agreement between the Parties referenced above (the "MSA"). Capitalized terms not defined herein have the meanings given in the MSA. Engagement Description Provider will conduct a Ground Truth Audit: a structured diagnostic of Client's existing data, processes, tooling, and AI/automation readiness. The Audit is designed to surface high-leverage opportunities and quantify execution risk before Client commits to a build engagement. Scope of Services Provider will: (a) conduct up to five (5) stakeholder interviews (45–60 minutes each); (b) review data sources, system documentation, and current workflows furnished by Client; (c) assess AI maturity across five dimensions: data quality, process readiness, tooling, team capacity, and governance; (d) identify and prioritize automation and AI opportunities; and (e) produce the Deliverables listed in Section 3. Out of Scope: custom development, model training, software implementation, on-site work, and ongoing advisory beyond the Audit. Deliverables # Deliverable Description 1 Assessment Scorecard Quantitative AI maturity ratings across five dimensions with narrative commentary. 2 Opportunity Map Visual prioritization of automation and AI opportunities by impact and feasibility. 3 90-Day Roadmap Sequenced action plan with milestones, dependencies, and recommended next steps. Timeline Phase Duration Kickoff Within 3 business days of SOW execution Interviews and Document Review 1–2 weeks Analysis and Drafting 1 week Delivery and Walkthrough By end of week 3 Total engagement duration: approximately 2–3 weeks from kickoff. Fees and Payment Total Fee: $10,000 USD (flat). Invoicing: Issued upon SOW execution. Payment Terms: 100% due Net 10 from invoice date. Workshop Credit If Client executes a Workshop SOW with Provider within ninety (90) days following delivery of the 90-Day Roadmap, the full $10,000 Audit fee will be credited against the Workshop SOW total. The credit is non-transferable, non-refundable, and applies once. Acceptance Client shall provide written acceptance or specific written objection within five (5) business days of Deliverable receipt. Absent timely objection, the Deliverable is deemed accepted. Client Responsibilities (a) designate a single project sponsor; (b) make stakeholders available for interviews on reasonable notice; (c) furnish requested documentation within five (5) business days of request; and (d) provide accurate and complete Client Materials. Incorporation; Exhibits This SOW is governed by and incorporates the MSA. Exhibit C (License Terms) of the MSA governs use of Deliverables. Signatures ALCHEMY AGENTIC LLC By: \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ Name: \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ Title: \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ Date: \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ CLIENT By: \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ Name: \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ Title: \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ Date: \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ DOCUMENT 3 STATEMENT OF WORK — THE COMPASS NOTICE — NON-ATTORNEY WORK PRODUCT. This document was prepared by non-attorneys for internal planning purposes only. It is not legal advice and does not establish an attorney-client relationship. Tennessee-licensed legal counsel must review and approve this document prior to execution. SOW Number: CMP-\_\_\_\_\_\_\_\_\_\_ SOW Effective Date: \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ Reference MSA Date: \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ This Statement of Work is entered into between Alchemy Agentic LLC ("Provider") and \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ ("Client") under the Master Services Agreement between the Parties referenced above. Capitalized terms not defined here have the meanings given in the MSA. Engagement Description The Compass is a strategic AI-adoption program that equips Client's leadership with a coherent philosophy, governance framework, and implementation roadmap for responsible AI deployment across the organization. Scope of Services Provider will: (a) facilitate three (3) leadership workshops, each two (2) hours; (b) draft a written AI philosophy and governance framework tailored to Client's industry and values; (c) develop an AI adoption plan with tooling, staffing, sequencing, and KPI recommendations; and (d) present findings to Client leadership. Out of Scope: software development, vendor procurement, hands-on implementation. Deliverables # Deliverable Description 1 Leadership Workshops Three facilitated 2-hour sessions on AI literacy, governance, and strategy. 2 Philosophy & Governance Framework Written document codifying Client's AI principles, decision rights, and ethical guardrails. 3 AI Adoption Plan Roadmap with recommended tools, team structure, sequencing, and target KPIs. Timeline Milestone Target Kickoff Within 5 business days of SOW execution Workshop 1 Week 1–2 Workshop 2 Week 2–3 Workshop 3 Week 3–4 Framework Draft Week 4 Final Adoption Plan Week 5–6 Total duration: 3–6 weeks from kickoff. Fees and Payment Total Fee: $10,000 USD (flat). Invoicing: Issued upon SOW execution. Payment Terms: 100% due Net 10 from invoice date. Acceptance Client shall provide written acceptance or specific written objection to each Deliverable within five (5) business days of receipt. Absent timely objection, the Deliverable is deemed accepted. Client Responsibilities (a) ensure consistent participation by designated leadership in all three workshops; (b) provide context on strategy, culture, and existing technology; (c) review draft Deliverables on schedule. Incorporation; Exhibits This SOW is governed by and incorporates the MSA. Exhibit C (License Terms) governs use of Deliverables. Signatures ALCHEMY AGENTIC LLC By: \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ Name: \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ Title: \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ Date: \_\_\_\_\_\_\_\_\