SELLEXIO ADVISORY & CONSULTING AGREEMENT Version 2026.08 · Effective on electronic signature This Advisory & Consulting Agreement (the "Agreement") is entered into between Sellexio Technologies, LLC ("Sellexio", "Company") and the individual or entity identified in the signature block ("Advisor"). Sellexio and Advisor are each a "Party". 0. DIRECT CONTRACT; NO INTERMEDIARY. This Agreement is a direct contract between Sellexio and Advisor. It is not formed, administered, escrowed, or governed by any freelancing marketplace, staffing platform, agency, or other third-party intermediary (each, a "Platform"), and no Platform terms of service, escrow rules, fee schedules, or dispute processes apply to it. Advisor represents that (a) Advisor is free to contract directly with Sellexio, (b) Advisor was not introduced to Sellexio in circumstances that give any Platform a contractual claim to fees on this engagement, or, if such a claim exists, Advisor has satisfied or waived it, and (c) Advisor will indemnify Sellexio against any Platform claim, opt-out fee, or conversion fee asserted in connection with this Agreement. Any communication conducted on a Platform is superseded by this Agreement. 1. SERVICES. Advisor will perform the advisory, review, testing, introduction-support, and consulting services described in the Statement of Work agreed in writing (email or the Sellexio portal is sufficient) (the "Services"). Each Statement of Work will state: deliverables, acceptance criteria, fee, currency, and due dates. In the absence of a written Statement of Work, no Services are authorized and no fees accrue. 2. DELIVERABLE STANDARD. Deliverables must be (a) original work of Advisor, (b) substantive and specific — a written review must identify concrete findings with reasoning, references to the material supplied, and recommended corrections, (c) free of confidential information belonging to any current or former employer or client of Advisor, and (d) free of any material generated wholesale by an automated system and presented as Advisor's own expert judgement. Sellexio may reject a deliverable that fails this standard, stating reasons in writing, and Advisor will have five (5) business days to cure before the fee is forfeit. 3. FEES AND PAYMENT. (a) Sellexio pays only the fees stated in the Statement of Work. No fee accrues for time, calls, proposals, or unrequested work. (b) Fixed-fee deliverables are payable within ten (10) business days after Sellexio's written acceptance of the deliverable. (c) Milestone or retainer fees are payable per the schedule in the Statement of Work. (d) Success-based compensation, where offered, is governed by the Referral & Success-Fee Agreement at /legal/referral and is payable only on funds actually collected and cleared by Sellexio, net of refunds, chargebacks and reversals. (e) Payment is made by bank transfer, ACH, Canadian PAD, or wire to the account Advisor provides in writing. Advisor is responsible for correct banking details; Sellexio is not liable for funds sent to details Advisor supplied. Sellexio will confirm any change of banking details by a separate voice or video verification before payment. (f) All amounts are in USD unless stated otherwise. Advisor bears its own bank, currency-conversion, and remittance charges. (g) Advisor must submit an invoice containing Advisor's legal name, address, tax identification (where applicable), the Statement of Work reference, and the accepted deliverable. 4. TAXES. Advisor is solely responsible for all income, self-employment, sales, VAT, GST, HST, and withholding taxes arising from fees paid. Where Sellexio is legally required to withhold, it will withhold and remit and pay Advisor the net amount. Advisor will provide a W-9, W-8BEN, W-8BEN-E, or local equivalent on request; Sellexio may withhold payment until a valid tax form is received. 5. INDEPENDENT CONTRACTOR. Advisor is an independent contractor, not an employee, partner, agent, or joint venturer of Sellexio. Advisor controls the manner and means of performance, supplies its own equipment, and is not entitled to employee benefits, insurance, vacation, severance, or unemployment compensation. Advisor has no authority to bind Sellexio, sign contracts, quote prices, make commitments to clients, or hold itself out as an officer or employee of Sellexio. Advisor may state that Advisor "advises Sellexio" only with prior written approval of the description used. 6. INTELLECTUAL PROPERTY. (a) All deliverables, findings, written reviews, test results, methodologies, charge-code libraries, tariff mappings, prompts, code, and documentation created by Advisor in performance of the Services (the "Work Product") are works made for hire owned exclusively by Sellexio. (b) To the extent any Work Product does not vest as a work made for hire, Advisor irrevocably assigns to Sellexio all worldwide right, title, and interest in it, including all copyright, patent, trade secret, and database rights, and waives all moral rights to the maximum extent permitted by law. (c) Advisor will sign any further document Sellexio reasonably requests to perfect this assignment, and appoints Sellexio as its attorney-in-fact for that limited purpose if Advisor fails to do so within fifteen (15) days of request. (d) Advisor retains no licence to the Work Product and will not reuse, republish, or resell it. (e) Advisor warrants that the Work Product does not infringe any third-party right and incorporates no third-party or open-source material that would subject Sellexio's platform to a copyleft or source-disclosure obligation. 7. CONFIDENTIALITY. Advisor is bound by the Mutual Non-Disclosure Agreement at /legal/mnda, which is incorporated by reference. In addition, Advisor will not disclose the existence or terms of any Statement of Work, the identity of Sellexio clients or prospects, audit outputs, report formats, pricing, model logic, or the contents of any reviewer packet. Confidentiality obligations survive termination for three (3) years and indefinitely for trade secrets. 8. NON-CIRCUMVENTION. For twenty-four (24) months after the later of termination or the last payment, Advisor will not, directly or indirectly, (a) solicit, contract with, or accept compensation from any Sellexio client, prospect, or introduced party first made known to Advisor through this engagement, for services materially similar to those Sellexio provides, or (b) assist any third party to do so, or (c) build, specify, advise on, or invest in a product that replicates Sellexio's leakage-detection, demurrage-clock, or charge-code audit methodology. This clause does not restrict Advisor's ordinary employment in the logistics industry with parties not introduced through this engagement. 9. NON-SOLICITATION. For twelve (12) months after termination, Advisor will not solicit for employment or contracting any Sellexio employee or contractor with whom Advisor had contact during the engagement. General public advertising is not a breach. 10. ANTI-FRAUD, ANTI-BRIBERY & DATA-SOURCE WARRANTIES. Advisor warrants that Advisor will not (a) submit, procure, fabricate, alter, or knowingly rely upon any false, forged, duplicated, back-dated, or non-genuine invoice, bill of lading, statement of fact, gate record, or supporting document; (b) inflate or manufacture recovery amounts, contacts, introductions, or engagement activity; (c) misappropriate documents or data from a current or former employer or client, or from any system Advisor is not authorized to access; (d) pay, offer, or receive any bribe, kickback, or improper inducement, in violation of the U.S. Foreign Corrupt Practices Act, the Corruption of Foreign Public Officials Act (Canada), the UK Bribery Act, or equivalent law; or (e) engage with any party subject to sanctions administered by OFAC, the EU, the UK, or Canada. The Invoice Integrity & Anti-Fraud Policy at /legal/fraud-policy applies in full and any breach of it is a material breach of this Agreement. 11. COMPLIANCE, PRIVACY & CONFLICTS. Advisor will comply with all applicable laws, including data-protection law, and will handle any personal data only under Sellexio's instructions and the Data Processing Agreement at /legal/dpa. Advisor will disclose in writing, before performing Services, any relationship, holding, or engagement that creates or may appear to create a conflict of interest with Sellexio, a Sellexio client, or a carrier, terminal, or forwarder under audit. 12. TERM & TERMINATION. This Agreement begins on signature and continues until terminated. Either Party may terminate for convenience on ten (10) days' written notice. Sellexio may terminate immediately for breach of Sections 2, 7, 8, 10, or 11. On termination, Advisor will immediately return or destroy all Sellexio material, deliver all work in progress, and cease all representations of association with Sellexio. Sellexio will pay for deliverables accepted before termination; fees for rejected, incomplete, or fraud-tainted work are forfeit and any amount already paid for such work is repayable within fifteen (15) days. 13. WARRANTY, INDEMNITY & LIABILITY. Advisor warrants the Services will be performed in a professional and workmanlike manner consistent with Advisor's stated expertise. Advisor will defend and indemnify Sellexio against any claim, loss, penalty, or expense (including reasonable legal fees) arising from Advisor's breach, negligence, wilful misconduct, tax status, infringement, fraud, or misuse of third-party data. Except for Advisor's obligations under Sections 6, 7, 8, 10, and 13, and for either Party's fraud or wilful misconduct, neither Party is liable for indirect, incidental, special, or consequential damages, and Sellexio's total liability is limited to the fees paid or payable to Advisor in the twelve (12) months preceding the claim. 14. RECORDS & AUDIT. Advisor will retain records supporting all invoices, introductions, and claimed recoveries for three (3) years and will provide them to Sellexio within ten (10) business days of request. Sellexio may withhold disputed amounts pending that review, acting in good faith. 15. EQUITABLE RELIEF. Advisor acknowledges that breach of Sections 6, 7, 8, 9, or 10 would cause irreparable harm for which damages are inadequate, and that Sellexio may seek injunctive relief without posting bond, in addition to all other remedies. 16. GOVERNING LAW & DISPUTES. This Agreement is governed by the laws of the State of Delaware, excluding conflict-of-law rules and the UN Convention on Contracts for the International Sale of Goods. Any dispute will be finally resolved by binding arbitration before a single arbitrator under the AAA Commercial Arbitration Rules, seated in New York, NY, conducted in English. Each Party waives any right to a jury trial and to participate in a class, collective, or representative proceeding. Sellexio may seek interim injunctive relief in any court of competent jurisdiction. The prevailing party is entitled to recover reasonable legal fees and arbitration costs. 17. GENERAL. This Agreement, together with the MNDA, the Referral & Success-Fee Agreement where applicable, the Invoice Integrity & Anti-Fraud Policy, and each Statement of Work, is the entire agreement between the Parties and supersedes all prior discussions, proposals, and Platform messages. It may be amended only in a writing signed by both Parties. Advisor may not assign or subcontract without Sellexio's prior written consent; Sellexio may assign to a successor in interest. Notices are effective when sent to the email addresses of record. If any provision is unenforceable, it will be limited to the minimum extent necessary and the remainder stands. No waiver is implied by delay. Sections 4, 6, 7, 8, 9, 10, 12, 13, 14, 15, 16, and 17 survive termination. SIGNED electronically. The signature record, timestamp, IP address, user agent, and document hash are retained in Sellexio's tamper-evident agreements ledger and constitute a binding signature under the U.S. ESIGN Act, UETA, Canada's PIPEDA Part 2, and the eIDAS Regulation.