Services Agreement

This Services Agreement (“Agreement”) is entered into as of February 10, 2026, by and between Elvis Thao Business Solutions & Consultation Services (“ETBSCS,” “we,” “us,” or “our”) and the client identified below (“Client,” “you,” or “your”). By engaging ETBSCS' services, Client agrees to the terms and conditions set forth in this Agreement.

1. Scope of Services

ETBSCS provides consulting, administrative guidance, and support related to employer benefits strategies, which may include:

• Eligibility assessments and preliminary analysis
• Benefits strategy consulting and plan design guidance
• Payroll and administrative coordination support
• Vendor and provider coordination (where applicable)
• Ongoing administrative and operational guidance

ETBSCS does not provide legal, tax, accounting, or insurance brokerage services. All services are advisory in nature unless otherwise agreed to in writing.

2. No Legal or Tax Advice

Client acknowledges and agrees that:

• ETBSCS does not provide legal or tax advice
• Client is responsible for consulting with its own legal, tax, and compliance advisors before implementing any strategy
• Any information provided by ETBSCS is for general informational and consulting purposes only

Client retains full responsibility for compliance with all applicable laws and regulations.

3. Client Responsibilities

Client agrees to:

• Provide accurate, complete, and timely information
• Maintain all required payroll, benefits, and employee records
• Ensure internal approvals and compliance reviews are completed
• Notify ETBSCS of any material changes affecting services

ETBSCS is not responsible for outcomes resulting from incomplete, inaccurate, or delayed information provided by Client.

4. No Guarantees or Representations

Client acknowledges that:

• Results, outcomes, or cost impacts may vary
• No savings, tax outcomes, or business results are guaranteed
• Implementation outcomes depend on Client's workforce, payroll structure, participation levels, and compliance

ETBSCS makes no representations or warranties regarding financial, tax, or operational outcomes.

5. Fees and Payment

Fees for services will be:

• Disclosed separately in a written proposal, statement of work, or invoice
• Due according to the payment terms specified therein

Unless otherwise stated, fees are non-refundable once services are rendered.

6. Confidentiality

Both parties agree to maintain the confidentiality of all non-public, proprietary, or confidential information exchanged in connection with this Agreement.

Confidential information shall not include information that:

• Is publicly available
• Is independently developed without reference to confidential information
• Is required to be disclosed by law or court order

7. Data Protection and Privacy

Client acknowledges that ETBSCS may collect and process business-related contact and operational information in accordance with its Privacy Policy.

ETBSCS does not intentionally collect sensitive personal data such as Social Security numbers or medical records through its standard services.

8. Limitation of Liability

To the maximum extent permitted by law:

• ETBSCS shall not be liable for indirect, incidental, consequential, or special damages
• ETBSCS' total liability under this Agreement shall not exceed the fees paid by Client for the services giving rise to the claim

9. Indemnification

Client agrees to indemnify and hold harmless ETBSCS from any claims, losses, damages, or expenses arising from:

• Client's misuse of services
• Client's failure to comply with applicable laws
• Inaccurate or incomplete information provided by Client

10. Term and Termination

This Agreement shall remain in effect until:

• Services are completed, or
• Terminated by either party with written notice

Termination does not relieve Client of payment obligations for services already rendered.

11. Independent Contractor Relationship

ETBSCS is an independent contractor. Nothing in this Agreement creates a partnership, joint venture, or employment relationship between the parties.

12. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of [Insert State], without regard to conflict of law principles.