A working agreement, plainly stated.

Engagement & Role

Client retains Consultant to serve as a Fractional Chief Operating Officer ("Fractional COO") to Denver Equipment Company for the Term defined in Article 4. The engagement is non-exclusive to Consultant; however, during the Term Consultant agrees not to accept work for any direct competitor of Client in the foodservice equipment dealer / installer category within North or South Carolina without Client's prior written consent.

Consultant's principal representative for this engagement is Jason Ridenhour. Substitution of the principal representative requires Client's prior written approval.

Scope of Services

Consultant will provide the following services (the "Services") during the Term:

2.1 — Operational Leadership

• Lead the installation and adoption of a unified project-visibility and operational platform (the "Platform") replacing DEC's current use of Same Page prior to its sunset.
• Own day-to-day operational rhythm: pipeline review, project handoffs, cross-phase visibility, exception escalation.
• Stand up and run the weekly and monthly meeting cadence specified in §2.4.
• Embed at DEC's Charlotte facility on the cadence defined in Article 3.

2.2 — Playbook & Succession

• Conduct monthly working sessions with Michael Poole ("Mike") to document the operational methods, customer-handling logic, and project judgment that underpin DEC's business — the Mike Poole Playbook, authored collaboratively with Mike and delivered to DEC.
• Run a live-fire apprenticeship program with Troy and Greg, transitioning them from shadowing Mike on handoffs in months 1–3 to leading projects under Mike's review in months 4–6.
• Produce a Top-20 Customer Relationship Map documenting account history, key contacts, preferences, and DEC's institutional knowledge of each account.

2.3 — Platform Build & Adoption

• Deliver the Platform per the build scope set forth in Exhibit A, including: project pipeline dashboard, quote ↔ drawing ↔ order mismatch detection, calendar / schedule view, mobile capture for field installers, and forecasting view for the Controller.
• Own end-to-end adoption: training, documentation, troubleshooting, and tuning during the Term. Adoption support is included; it is not billed separately.
• Stand up Client-owned infrastructure (Azure / Supabase) under Client's accounts. Infrastructure costs pass through to Client at cost and are not marked up.

2.4 — Meeting Cadence (installed in month one)

2.5 — Expressly Out of Scope

Consultant is not retained to perform the work enumerated in Article 2.5 absent a separately signed Statement of Work. See the panel immediately following this section.

Time Commitment & On-Site Cadence

• Average on-site presence. Two to three (2–3) days per week at DEC's Charlotte location, scheduled weekly in advance with Michelle to match operational demand rather than a fixed calendar.
• Remote availability. Consultant will be reachable by phone, text, and email during normal DEC business hours (Mon–Fri, 7:30am–5:00pm ET) for the duration of the Term, with a same-business-day response standard.
• Scheduling. The on-site schedule for the following week will be confirmed by end-of-day each Friday. Reasonable adjustments may be made by mutual agreement.
• Holidays & PTO. Consultant observes standard US federal holidays. Consultant may take up to ten (10) business days of personal time during the Term with at least two (2) weeks' notice; longer absences require Client's written consent.

Term & Termination

4.1 — Initial Term

The Term begins on the Effective Date and continues for six (6) consecutive months, targeted to commence the first week of June 2026 and conclude end of November 2026, unless extended in writing by the Parties.

4.2 — Post-Engagement Support

Following the Initial Term, Consultant will offer a continuing support retainer beginning month seven (7) on terms set forth in a separately executed retainer addendum. Client is under no obligation to enter into such an addendum.

4.3 — Termination for Convenience

Either Party may terminate this Agreement for convenience upon thirty (30) days' prior written notice. Upon termination, Client will pay Consultant for Services performed and reimbursable expenses incurred through the effective date of termination, and Consultant will deliver all in-progress work product in its then-current state.

4.4 — Termination for Cause

Either Party may terminate immediately upon written notice if the other Party materially breaches this Agreement and fails to cure within fifteen (15) days of written notice describing the breach in reasonable detail.

4.5 — Effect of Termination

Articles 5, 7, 8, 9, 11, 12, and 14 survive termination.

Deliverables & Acceptance

At the conclusion of the Initial Term, Client will own and possess the eight deliverables enumerated below. Each is reviewed by Client's designated reviewer; Client will provide written acceptance, or written notice of specific deficiencies, within ten (10) business days. Items not rejected in writing within the review window are deemed accepted.

Compensation & Expenses

Fees. Fees for the Services and the Platform build are set forth in Exhibit B (Fees & Payment Schedule), to be attached and executed concurrently with this Agreement.

Expenses. Reasonable, pre-approved travel and out-of-pocket expenses incurred on Client's behalf will be reimbursed at cost with documentation. Routine commuting between Consultant's home base and DEC's Charlotte location is not reimbursable.

Infrastructure pass-through. Cloud infrastructure (Azure, Supabase, third-party API services) provisioned on Client-owned accounts is billed by the respective vendors directly to Client. Consultant does not mark up or invoice infrastructure costs.

Confidentiality

Each Party may receive non-public information of the other ("Confidential Information"), including (without limitation) DEC's customer lists, pricing, vendor relationships, financials, drawings, and operational methods. The receiving Party will: (a) use Confidential Information only to perform under this Agreement; (b) protect it with the same care it uses for its own confidential information, and no less than reasonable care; and (c) not disclose it to any third party without the disclosing Party's written consent, except to its personnel with a need to know who are bound by equivalent obligations.

These obligations continue for three (3) years after termination, except trade secrets, which are protected for as long as they qualify as such under applicable law.

Intellectual Property

8.1 — Pre-Existing IP

Each Party retains all right, title, and interest in its pre-existing intellectual property. Consultant retains ownership of its general methodologies, frameworks, templates, and tools developed independently of this engagement ("Consultant Background IP"), including reusable code libraries and dashboard patterns Consultant uses across clients.

8.2 — Client Deliverables

Subject to §8.3, upon full payment of fees due, Consultant assigns to Client all right, title, and interest in the Deliverables specifically created for Client under this Agreement, including the Mike Poole Playbook, the Customer Relationship Map, and DEC-specific configurations, schemas, and integrations of the Platform.

8.3 — License to Background IP

To the extent Consultant Background IP is embedded in the Deliverables, Consultant grants Client a perpetual, royalty-free, worldwide, non-exclusive license to use, modify, and maintain such Background IP solely as embedded in the Deliverables and solely for Client's internal business operations.

8.4 — The Mike Poole Playbook

The Mike Poole Playbook is owned by Client and may be used, modified, and distributed internally at Client's sole discretion. Consultant retains no rights in the Playbook content beyond customary general references to prior engagements (without disclosing Confidential Information).

Data & Asset Ownership

All cloud accounts, domains, databases, source code repositories, and third-party SaaS subscriptions provisioned in connection with the Platform will be created in Client's name and under Client's ownership from day one. Consultant will be granted administrator access during the Term and will surrender all such access at the conclusion of the engagement or upon Client's written request. Client owns its data at all times.

Independent Contractor

Consultant is an independent contractor, not an employee, partner, joint venturer, or agent of Client. Consultant is responsible for its own taxes, insurance, and benefits. Nothing in this Agreement grants Consultant authority to bind Client to any third-party obligation without Client's prior written approval.

Representations, Warranties & Indemnification

Each Party represents that it has full authority to enter this Agreement. Consultant warrants that Services will be performed in a professional and workmanlike manner consistent with industry standards. Consultant's sole obligation for breach of this warranty is to re-perform the deficient Services at no additional cost. Each Party will indemnify the other against third-party claims arising from its own gross negligence or willful misconduct.

Limitation of Liability

Except for breach of confidentiality, indemnification obligations, or infringement of intellectual property, neither Party will be liable to the other for indirect, incidental, consequential, or punitive damages. Each Party's total aggregate liability under this Agreement will not exceed the total fees paid or payable by Client to Consultant under this Agreement.

Non-Solicitation

During the Term and for twelve (12) months thereafter, neither Party will directly solicit for employment any personnel of the other Party with whom such Party has had material contact through this engagement, without the other Party's prior written consent. General job postings and unsolicited responses do not constitute solicitation.

General

• Governing Law. This Agreement is governed by the laws of the State of North Carolina, without regard to conflict-of-law principles. Venue lies in Mecklenburg County, NC.
• Entire Agreement. This Agreement, together with its Exhibits, constitutes the entire agreement between the Parties on this subject and supersedes all prior discussions and writings.
• Amendments. Any amendment must be in writing and signed by both Parties.
• Notices. Notices must be in writing and sent by email with read-receipt confirmation, or by certified mail, to the addresses provided at signing.
• Severability. If any provision is held unenforceable, the remainder of the Agreement remains in effect.
• Counterparts & Electronic Signature. This Agreement may be executed in counterparts and via electronic signature, each of which is an original.