The agreements, in full.

> **BETA AGREEMENT: NOT REVIEWED BY AN ATTORNEY**
>
> This agreement has been prepared by RGC4 for its beta period and has not been
> reviewed by an attorney. Read it carefully before accepting. You may wish to
> have it reviewed by your own advisor.

# RGC4 Advisor Agreement

This RGC4 Advisor Agreement (the "Agreement") is between RGC4, LLC, an Illinois
limited liability company, of 16445 W. Baker Road, Manhattan, Illinois 60442
("RGC4"), and the person or firm
accepting it, identified by the name and mailing address in its RGC4 profile
(the "Advisor"). It takes effect when the Advisor accepts it on the RGC4
platform (the "Effective Date"). RGC4 records the exact text accepted, the
name typed, and the date and time.

## What an Advisor does

The Advisor introduces RGC4 into qualified business conversations, identifies
genuine customer problems, registers specific opportunities, and remains the
customer's relationship lead through delivery. The Advisor is presented to
customers as "your RGC4 Advisor", acting for RGC4 on the engagement, and
never as an RGC4 employee. RGC4 holds the contract with each customer, sets
scope and price with the customer, assembles and governs the delivery team,
and handles contracts, billing and collections. The Advisor does not
personally deliver the work and signs nothing with the customer.

The Advisor will: represent RGC4's scope and pricing only from proposal
documents RGC4 has approved; tell customers that the Advisor is compensated
through RGC4 and never by a technology vendor; escalate customer
dissatisfaction to RGC4 the same day it becomes known; and tell RGC4 within 5
business days of any non-compete, non-solicitation, confidentiality
obligation or conflict of interest that could affect the work.

## Deal registration

The Advisor registers one specific opportunity at a time: one customer and
one business problem, never a whole company. A registration describes the
problem in the Advisor's own words, names at least one contact who knows the
Advisor, and follows a recent two-way conversation with the customer about
the problem, all as the Rules of the Network set out. Every registration is
subject to RGC4's review and approval. Registration gives the Advisor the
protection in this Agreement and the Rules; it does not transfer ownership of
any customer relationship to the Advisor or to RGC4.

## Ownership and protection

An approved registration protects the Advisor's opportunity for the period in
the Rules, extended only when the customer or RGC4 confirms the value is
above the threshold in the Rules. A registration lapses after the period of
inactivity in the Rules, even if protection time remains. The Advisor may
relinquish a registration at any time. While a registration is protected, RGC4
will not accept another Advisor's registration of the same opportunity.

## Leads RGC4 brings you

A lead or customer RGC4 introduces to the Advisor remains RGC4's until the
Advisor registers it under the Rules; after that it is protected like any
other registration. A customer who comes to RGC4 without an Advisor is RGC4's
own account, and RGC4 may assign an Advisor to it.

## Activation and the monthly license

Exploring and applying cost nothing. The Advisor services and tools described
on the RGC4 website become available when the Advisor chooses to turn them on
and commits to RGC4's monthly license, which includes the Advisor's RGC4
Google Workspace account. RGC4 confirms the license fee in writing before the
Advisor commits, and no license fee is charged before then. The license
renews monthly until the Advisor cancels it, which the Advisor may do at any
time; cancellation takes effect at the end of the month already paid. Fees
already paid are not refunded, except where RGC4 ends the license other than
for the Advisor's breach, in which case RGC4 refunds the unused portion of
the current month.

## Compensation

For each engagement arising from the Advisor's protected registration, RGC4
pays the Advisor a commission of 15% of the contract value the customer signs
(the price in the signed customer statement of work and signed change orders,
excluding taxes and pass-through expenses). The commission is earned as RGC4
collects payment from the customer: on each amount RGC4 receives, 15% of that
amount is earned. RGC4 pays earned commission by the 15th day of the month
after the month in which RGC4 receives the customer's payment, with a
statement showing the payments received and the commission calculated. If
RGC4 refunds or credits a customer, commission already paid on the refunded
or credited amount is deducted from future commission. RGC4's pricing,
including its own margin and any provider's price, is confidential to RGC4,
and the Advisor's commission does not depend on it.

## Standing

The Advisor's standing reflects the service levels and the criteria in the
Rules, and is shown on the Advisor's dashboard as it accumulates. It is
measured by whether discovery meetings actually get booked, not by how strong
a relationship is said to be. Capacity (the number of open registrations) and
tier follow the Rules. Probation closes new registrations while existing ones
continue. Suspension is imposed only by a person at RGC4, never
automatically, and is lifted only by a person. The Advisor may request review
of any standing decision.

## Expansion rights

When a registration becomes an engagement, the Advisor has first right of
registration on new opportunities at that customer for the life of the
engagement and the period after its planned end set in the Rules.

## Program participation

If an opportunity turns out to be one component of a larger program beyond
the Advisor's tier, the Advisor keeps credit for the component registered,
and RGC4 designates a program lead.

## Two leads

Every engagement has two leads. The Advisor leads the customer relationship
and the commercial conversation. The provider's lead leads delivery and their
own team. RGC4 holds the contracts, billing and final escalation. AI assists
at every stage of the work; people validate, decide and remain accountable;
AI never approves, prices or commits; and a customer's information goes only
to the AI providers that customer approves.

## Service level expectations

The Advisor acknowledges RGC4's Advisor service level expectations, published
on the platform and versioned. Each says whether RGC4 measures it. Measured
misses can affect standing as the Rules describe; an unmeasured expectation
remains an obligation under this Agreement.

## RGC4 commitments

RGC4 commits to the following for as long as this Agreement is in effect.
Decisions that can be made by rule are made by rule, and the rule is
published before it is applied. AI tools may assess, summarize and draft, but
never make a binding decision about the participant's standing, work or
money; a person at RGC4 makes those decisions. An automated decision about a
registration, standing or offering that goes against the participant carries
a request for review, answered by a person. Scores never move standing below
probation on their own; a suspension for conduct or performance is decided by
a person at RGC4. Customer and engagement information stays inside the
engagement and is never sold or used to train AI models.

## Confidentiality

Each party keeps the other's confidential information confidential and uses
it only for this Agreement. Confidential information includes information
about customers, opportunities, pricing, providers, other participants and
RGC4's business, whether marked or not. It does not include information that
is public through no fault of the receiving party, already known to it
without restriction, or independently developed. A party may disclose
confidential information where the law requires, after notifying the other
where allowed. The Advisor never sees another Advisor's registrations,
contacts or problem statements. The Advisor will not discuss pricing with
any provider. This obligation continues for 3 years after the Agreement ends,
and for as long as information remains a trade secret.

## Customer information and data protection

The Advisor uses customer and engagement information only for the engagement
it belongs to, keeps it within RGC4's systems, never sells it, never uses it
to train AI models, and never sends it to an AI service the customer has not
approved. The Advisor reports any suspected loss or unauthorized access to
RGC4 the same day.

## Contacts and departure

The Advisor may, at the Advisor's own option, upload the Advisor's own
contacts for the Advisor's own outreach. Uploaded contacts are visible only to
the Advisor and are never shared with other participants. Drafts RGC4
prepares for the Advisor are sent only by the Advisor. When a project starts,
every person with an open task on it is added to the project team, and is
told so. When this Agreement or the license ends, RGC4 deletes the contacts
the Advisor uploaded, and RGC4 assigns any opportunity or project the Advisor
is connected to another Advisor so the customer is served; amounts the
Advisor earned before then remain payable as this Agreement states.

## Intellectual property

Each party keeps what it owned before this Agreement. Engagement deliverables
pass from the provider to RGC4 on payment, and from RGC4 to the customer on
full payment; the Advisor acquires no rights in them. Materials RGC4 provides
to the Advisor remain RGC4's and are licensed to the Advisor only for this
Agreement.

## Non-circumvention

During this Agreement and for 12 months after it ends, the Advisor will not,
without RGC4's prior written approval: contract with a customer introduced or
registered through RGC4, or with any provider, for the work of an opportunity
registered through RGC4 or its expansions, other than through RGC4; or hire or
directly engage a provider's people the Advisor met through RGC4. If the
Advisor does either, the Advisor will pay RGC4, as a reasonable estimate of
RGC4's loss and not as a penalty: for direct engagement, 40% of the total value
of the circumvented work; for a direct hire, 25% of the person's first-year
compensation.

## Non-exclusivity

Nothing in this Agreement prevents the Advisor from working outside RGC4, and
RGC4 makes no commitment of volume. There are no guaranteed leads, projects
or income.

## Rules of the Network and the platform

RGC4 publishes the Rules of the Network for Advisors on its website. The
Rules, as published on the date an action is taken, form part of this
Agreement. RGC4 may change the Rules by publishing the change at least 30 days
before it takes effect, except that a change required by law or to protect
customers' information may take effect sooner. A change never applies
retroactively to an opportunity or engagement already in progress unless the
Advisor agrees. If a Rule conflicts with this Agreement, this Agreement
governs. The numbers shown on the Rules page (periods, limits and thresholds)
are the ones that apply.

The Advisor uses the RGC4 platform, and any RGC4 email account or materials
provided, only for work under this Agreement, keeps its sign-in private, and
follows RGC4's reasonable instructions on their use. RGC4 may suspend access
that is being misused.

## Independent relationship

The Advisor is an independent contractor. Nothing in this Agreement creates
an employment, partnership, joint venture, agency or franchise relationship.
The Advisor controls the manner, means, hours and location of its work,
provides its own tools and equipment except as RGC4 provides them for this
Agreement, may work for others, and receives no salary, wages or employee
benefits. The Advisor is responsible for its own taxes, insurance and
business expenses, and will provide the tax documentation RGC4 needs before
any payment (for a United States person, a completed Form W-9).

## No authority to bind RGC4

The Advisor has no authority to sign for RGC4 or to commit RGC4 to any
scope, price, schedule, staffing or other term. Only a statement of work or
change order signed by RGC4 binds RGC4.

## Customer funds

Amounts RGC4 receives from customers are RGC4's funds. Every payment to the
Advisor under this Agreement is RGC4's own obligation, measured as this
Agreement states. Nothing in this Agreement creates a trust, escrow or
fiduciary relationship over customer payments, and RGC4 need not hold them
separately.

## Limitation of liability

Except for breach of Confidentiality, Non-circumvention, a party's
indemnification obligations, or gross negligence, fraud or willful
misconduct: neither party is liable to the other for indirect, incidental,
special, consequential or punitive damages, or for lost profits; and each
party's total liability under this Agreement is limited to the amounts paid
or payable by RGC4 to the Advisor under this Agreement in the 12 months
before the claim arose.

## Indemnification

Each party will defend and indemnify the other against third-party claims to
the extent caused by its own breach of this Agreement, its gross negligence
or willful misconduct, or its violation of law.

## Term and termination

This Agreement continues until ended. Either party may end it for any reason
with 30 days' written notice, or immediately by written notice if the other
party materially breaches it and does not cure the breach within 10 business
days after notice. On termination, each party returns or destroys the other's
confidential information on request; amounts earned before termination
remain payable as this Agreement states; and Confidentiality,
Non-circumvention, Customer funds, Limitation of liability, Indemnification
and Governing law survive.

## Notices

Notices under this Agreement are given by email: to RGC4 at inquiries@rgc4.com,
and to the Advisor at the email address in its RGC4 profile. A notice is
received when sent, unless the sender receives a delivery failure.

## Governing law and disputes

This Agreement is governed by the laws of the State of Illinois, without regard
to conflict-of-law rules. The parties will first try in good faith to resolve
a dispute by discussion for 30 days after written notice of it. After that,
the state and federal courts located in Cook County, Illinois have exclusive
jurisdiction, and each party consents to them. Either party may seek
emergency relief in any court to protect its confidential information or to
enforce Non-circumvention.

## General

This Agreement, the Rules of the Network and any statement of work or written
confirmation it refers to are the entire agreement on its subject and replace
any earlier understanding. RGC4 issues changes to this Agreement as a new
version for the Advisor to accept; it is not changed in place. Neither
party may assign this Agreement without the other's written consent, except
that RGC4 may assign it to a successor to its business. If a provision is
unenforceable, the rest remains in effect and the provision is enforced to the
fullest extent allowed. A failure to enforce a provision is not a waiver.
Electronic acceptance on the RGC4 platform is a signature.

## Schedule A: Rules of the Network carried by this Agreement

Deal registration: `seller.specific`, `seller.problem`, `seller.contact`,
`seller.recency`. Ownership and protection: `seller.protection`,
`seller.activity`, `seller.relinquish`. Leads RGC4 brings you:
`seller.leads`, `seller.house`. Activation and the monthly license:
`seller.activation`. Standing: `seller.capacity`, `seller.tier`,
`seller.verifiable`. Expansion rights: `seller.expansion`. Program
participation: `seller.program`. Service level expectations:
`seller.logging`. Confidentiality: `seller.privacy`. Non-circumvention:
`seller.circumvention`. RGC4 commitments: `corporate.rules-first`,
`corporate.ai-never-binds`, `corporate.review`,
`corporate.person-suspends`, `corporate.confidentiality`.

> **BETA AGREEMENT: NOT REVIEWED BY AN ATTORNEY**
>
> This agreement has been prepared by RGC4 for its beta period and has not been
> reviewed by an attorney. Read it carefully before accepting. You may wish to
> have it reviewed by your own advisor.

# RGC4 Provider Agreement

This RGC4 Provider Agreement (the "Agreement") is between RGC4, LLC, an Illinois
limited liability company, of 16445 W. Baker Road, Manhattan, Illinois 60442
("RGC4"), and the person or firm
accepting it, identified by the name and mailing address in its RGC4 profile
(the "Provider"). It takes effect when the Provider accepts it on the RGC4
platform (the "Effective Date"). RGC4 records the exact text accepted, the
name typed, and the date and time.

## What an RGC4 Provider does

RGC4 contracts with its customers to deliver services and engages the
Provider as its subcontractor to deliver all or part of them. Each
engagement is set out in a Provider statement of work ("Provider SOW") drawn
from the same scope and acceptance criteria as RGC4's statement of work with
the customer. There is no contract between the Provider and the customer, and
no joint liability. The Provider owes RGC4, for each engagement, every
obligation RGC4 owes the customer for that engagement: scope, acceptance,
warranty, confidentiality, data, security and intellectual property. If this
Agreement and a Provider SOW conflict, the Provider SOW governs for that
engagement.

## How work is offered

RGC4 offers work to the best-fitting eligible provider rather than by public
bidding; eligibility follows the customer's own requirements. The Provider
accepts or declines an offer, and submits its quote after accepting, within
the periods in the Rules. An offer not answered in time expires and may be
offered to another provider. The Provider is never offered an engagement
whose Advisor is from the Provider's own organization. The Provider learns
the customer's identity when it accepts an offer and acknowledges
confidentiality for that engagement.

## Quoting and price confidentiality

The Provider quotes against a scope RGC4 defines. The Provider's accepted
quote is its full price for the Provider SOW, including its own profit. RGC4
sets the customer price at its discretion. The Provider does not see the
customer price, RGC4's margin, the Advisor's compensation or any other
provider's quote, and will not discuss pricing with the customer or the
Advisor.

## Delivery governance

The Provider's lead runs a weekly check-in with the customer, files a status
report on the platform within the period in the Rules, attends the two-week
review, and keeps status, issues (with an owner and a target resolution
date), milestones and acceptance evidence on the platform, which is the
record of the engagement. The Provider may communicate with the customer
directly about delivery, but direct contact cannot change scope, price or
schedule and creates no contract with the customer. The Provider escalates
customer dissatisfaction, delivery risk and any security incident to RGC4 the
same day. AI assists at every stage of the work; people validate, decide and
remain accountable; AI never approves, prices or commits; and a customer's
information goes only to the AI providers that customer approves.

## Two leads

Every engagement has two leads. The Advisor leads the customer relationship
and the commercial conversation. The Provider's lead leads delivery and the
Provider's own team. RGC4 holds the contracts, billing and final escalation.

## Change control

Changes to scope, schedule or budget are raised through change control before
the work is done. A change binds only when signed by RGC4, the customer and
the Provider. Work outside the signed Provider SOW and signed change orders is
at the Provider's own risk and expense.

## Acceptance and payment

The Provider submits each milestone with evidence against every acceptance
criterion; a submission missing evidence is refused rather than reviewed. A
milestone is accepted when accepted under the customer's statement of work.
RGC4's obligation to pay the Provider for a milestone is conditional on, and
measured by, RGC4's actual receipt of the customer's payment for that
milestone: RGC4 pays the Provider its accepted price for that milestone within
15 days after RGC4 receives the customer's payment. This is a condition of
payment, not only a timing term, subject to these exceptions:

- If non-payment is caused by RGC4's billing error or breach, the condition
  does not apply and RGC4 pays for the accepted work.
- If non-payment is caused by a defect in the Provider's work, nothing is
  owed until the defect is cured, and RGC4 may offset its costs.
- RGC4 will use commercially reasonable efforts to collect (invoicing,
  reminders, escalation, suspending work and a demand letter); it need not
  sue. RGC4 tells the Provider within 10 business days after a customer
  invoice for the Provider's work is 30 days past due.
- If RGC4 settles, credits or forgives a customer's payment for the
  Provider's work without the Provider's consent, RGC4 pays the Provider the
  amount the Provider would have received.
- If a customer invoice for the Provider's work is 120 days past due, the
  Provider may require RGC4 to assign to it the claim for the Provider's
  amount.
- Any later payment for that work, in any form, makes the Provider's amount
  due.

No holdback applies unless the Provider SOW states one.

## Warranty and default

The Provider warrants that its work conforms to the Provider SOW for 90 days
after acceptance, including latent defects not reasonably discoverable
during status meetings or acceptance. On a warranty claim the Provider first
re-performs at no charge; if that fails, it refunds the price of the
non-conforming portion. If the Provider materially breaches a Provider SOW
and does not cure within 10 business days after notice, RGC4 may end that
Provider SOW, have another provider complete the work, and recover the excess
cost from the Provider, subject to Limitation of liability.

## Insurance, certifications, and security

From the start of its first Provider SOW, the Provider maintains, at its own
cost and with insurers licensed or authorized to write the cover where the
work is performed:

- commercial general liability insurance of at least $1,000,000 per
  occurrence, including contractual liability cover for the Provider's
  indemnity obligations under this Agreement;
- professional liability (errors and omissions) insurance, including
  technology errors and omissions and network security and privacy (cyber)
  liability, of at least $1,000,000 per claim;
- if the Provider has employees, workers' compensation insurance as the law
  where the work is performed requires, and employer's liability insurance;
  and
- any further cover or higher limits a Provider SOW requires. A Provider SOW
  adds to these minimums and never reduces them.

Each policy other than workers' compensation names RGC4, and the customer
where a Provider SOW requires it, as additional insured. Each policy is
primary and non-contributory to any insurance RGC4 or the customer carries,
and includes a waiver of subrogation in favor of RGC4, and of the customer
where a Provider SOW requires it, to the extent the law allows. If the
Provider carries broader cover or higher limits than this section requires,
these terms apply to all of the cover and limits it carries. The Provider
pays its own deductibles and retentions.

Any policy written on a claims-made basis has a retroactive date no later
than the start of the Provider's first Provider SOW, and is kept in force, or
supported by an extended reporting period, for at least 3 years after the
later of the end of the Provider's last Provider SOW and the end of its
warranty period.

Before work begins under each Provider SOW, and on each renewal, the Provider
gives RGC4 certificates of insurance and, on request, the endorsements and
policy sections that show these terms. The Provider reports any
cancellation, non-renewal, reduction in limits or other change in its
insurance, certifications or security posture within 5 business days. If a
certificate expires, the Provider's offers pause until a current one is on
file. RGC4's acceptance of a certificate, or its failure to ask for one,
waives none of these requirements.

RGC4 may verify the Provider's insurance through a broker or verification
service of its choice, and the Provider consents to RGC4 sharing with that
service the information needed to verify or arrange cover. RGC4 may arrange
cover for any engagement, at RGC4's cost, in the Provider's name with RGC4 as
additional insured, set to that engagement's requirements and kept in force
for as long as the engagement runs, and the Provider cooperates with the
application. If the Provider's own insurance does not meet this section or a
Provider SOW, RGC4 may also require the Provider to obtain the missing cover
before work begins. If an engagement runs longer than its Provider SOW
schedule because of the Provider's delay or breach, the Provider bears the
cost of keeping that cover in force for the extra time, and RGC4 may deduct
it from amounts it owes the Provider. Cover that RGC4 arranges or pays for
does not reduce or waive any of the Provider's obligations, including its
indemnity.

The insurance this section requires is a minimum. It does not limit the
Provider's liability or obligations, except as Limitation of liability
states. The Provider keeps its certifications current. The Provider uses no
subcontractors beyond those it has declared and, where the customer requires
it, the customer has approved; it ensures each carries insurance suited to
its work or is covered by the Provider's own policies, and it is responsible
for their acts. This section survives the end of this Agreement and of each
Provider SOW for as long as any obligation in it continues.

## RGC4 commitments

RGC4 commits to the following for as long as this Agreement is in effect.
Decisions that can be made by rule are made by rule, and the rule is
published before it is applied. AI tools may assess, summarize and draft, but
never make a binding decision about the participant's standing, work or
money; a person at RGC4 makes those decisions. An automated decision about a
registration, standing or offering that goes against the participant carries
a request for review, answered by a person. Scores never move standing below
probation on their own; a suspension for conduct or performance is decided by
a person at RGC4. Customer and engagement information stays inside the
engagement and is never sold or used to train AI models.

## Confidentiality

Each party keeps the other's confidential information confidential and uses
it only for this Agreement. Confidential information includes customer and
engagement information, pricing, other participants and RGC4's business,
whether marked or not. It does not include information that is public
through no fault of the receiving party, already known to it without
restriction, or independently developed. A party may disclose confidential
information where the law requires, after notifying the other where allowed.
This obligation continues for 3 years after the Agreement ends, and for as
long as information remains a trade secret.

## Customer information and data protection

The Provider uses customer and engagement information only for the engagement
it belongs to, keeps it within the engagement workspace, applies the
customer's security and data requirements in the Provider SOW, never sells
it, never uses it to train AI models, and never reuses it in marketing or other
engagements. The Provider reports any security incident to RGC4 the same day.

## Intellectual property

Each party keeps its background intellectual property. The Provider's own
tools and methods remain the Provider's, are never shown to another provider
or distributed to a customer without the Provider's release, and are licensed
as the deliverables need. Nothing the Provider uploads to the platform is
shown to another provider. Engagement deliverables are assigned by the
Provider to RGC4 on payment for them, and by RGC4 to the customer on the
customer's full payment.

## Non-circumvention

During this Agreement and for 12 months after it ends, the Provider will not,
without RGC4's prior written approval, contract with a customer or an Advisor
for work introduced through RGC4 or its expansions, other than through RGC4,
or hire or directly engage an Advisor or another participant's people met
through RGC4. If the Provider does either, the Provider will pay RGC4, as a
reasonable estimate of RGC4's loss and not as a penalty: for direct engagement,
40% of the total value of the circumvented work; for a direct hire, 25% of the
person's first-year compensation.

## Service level expectations

The Provider acknowledges RGC4's Provider service level expectations,
published on the platform and versioned. Each says whether RGC4 measures it.
Measured misses can affect standing as the Rules describe; an unmeasured
expectation remains an obligation under this Agreement.

## Non-exclusivity

Nothing in this Agreement prevents the Provider from working outside RGC4, and
RGC4 makes no commitment of volume.

## Rules of the Network and the platform

RGC4 publishes the Rules of the Network for Providers on its website. The
Rules, as published on the date an action is taken, form part of this
Agreement. RGC4 may change the Rules by publishing the change at least 30 days
before it takes effect, except that a change required by law or to protect
customers' information may take effect sooner. A change never applies
retroactively to an opportunity or engagement already in progress unless the
Provider agrees. If a Rule conflicts with this Agreement, this Agreement
governs. The numbers shown on the Rules page (periods, limits and thresholds)
are the ones that apply.

The Provider uses the RGC4 platform, and any RGC4 email account or materials
provided, only for work under this Agreement, keeps its sign-in private, and
follows RGC4's reasonable instructions on their use. RGC4 may suspend access
that is being misused.

## Independent relationship

The Provider is an independent contractor. Nothing in this Agreement creates
an employment, partnership, joint venture, agency or franchise relationship.
The Provider controls the manner, means, hours and location of its work,
provides its own tools and equipment except as RGC4 provides them for this
Agreement, may work for others, and receives no salary, wages or employee
benefits. The Provider is responsible for its own taxes, insurance and
business expenses, and will provide the tax documentation RGC4 needs before
any payment (for a United States person, a completed Form W-9).

## No authority to bind RGC4

The Provider has no authority to sign for RGC4 or to commit RGC4 to any
scope, price, schedule, staffing or other term. Only a statement of work or
change order signed by RGC4 binds RGC4.

## Customer funds

Amounts RGC4 receives from customers are RGC4's funds. Every payment to the
Provider under this Agreement is RGC4's own obligation, measured as this
Agreement states. Nothing in this Agreement creates a trust, escrow or
fiduciary relationship over customer payments, and RGC4 need not hold them
separately.

## Limitation of liability

Neither party is liable to the other for indirect, incidental, special,
consequential or punitive damages, or for lost profits. Amounts RGC4 pays or
owes to a customer or other third party because of the Provider's work or
breach, including re-performance, refunds, credits and the excess cost of a
replacement provider, are direct damages to RGC4.

RGC4's total liability to the Provider under this Agreement is limited to the
amounts paid or payable to the Provider under the Provider SOW from which the
claim arises in the 12 months before the claim arose. The Provider's total
liability to RGC4 is limited to the greatest of (a) the amount for which RGC4
is liable to the customer on the same facts, (b) the amounts paid or payable
to the Provider under the Provider SOW from which the claim arises in the 12
months before the claim arose, and (c) the limits of the insurance the
Provider carries, or is required by this Agreement or that Provider SOW to
carry, for that type of claim, whichever is higher.

The exclusion of indirect damages does not apply to amounts payable under
Indemnification. Neither that exclusion nor any limit in this section
applies to breach of Confidentiality, Customer information and data
protection, or Non-circumvention; to the Provider's indemnity for
intellectual property infringement, or for claims arising from how the
Provider classifies, pays or provides benefits for its own personnel or
subcontractors; or to gross negligence, fraud or willful misconduct.

## Indemnification

The Provider will defend, indemnify and hold harmless RGC4 and its members,
managers, officers, employees and agents against every claim, demand or
proceeding brought by a customer or any other third party, and the resulting
losses, damages, settlements, fines, penalties and reasonable attorneys' fees
and costs, to the extent arising out of or relating to:

- the services, deliverables, acts or omissions of the Provider, its
  personnel or its subcontractors;
- the Provider's breach of this Agreement or of a Provider SOW;
- a security incident affecting, or any unauthorized use or disclosure of,
  customer or engagement information in the possession or control of the
  Provider, its personnel or its subcontractors;
- a claim that a deliverable, or anything else the Provider supplies,
  infringes or misappropriates another's intellectual property, except to the
  extent caused by material RGC4 or the customer supplied;
- bodily injury, death or damage to property caused by the Provider, its
  personnel or its subcontractors;
- a claim that any of the Provider's personnel or subcontractors is an
  employee of RGC4 or of the customer, including claims for wages, benefits,
  taxes, withholding, workers' compensation or unemployment insurance; and
- the Provider's violation of law.

RGC4 will defend and indemnify the Provider against third-party claims to the
extent caused by RGC4's breach of this Agreement, its gross negligence or
willful misconduct, or its violation of law.

A party seeking indemnity gives the other prompt written notice of the claim;
a delay excuses the indemnifying party only to the extent it is prejudiced.
The indemnifying party controls the defense with counsel reasonably
acceptable to the other, which cooperates at the indemnifying party's
expense and may take part with its own counsel at its own expense. No
settlement may admit fault for, or impose an obligation on, the other party
without its written consent.

## Term and termination

This Agreement continues until ended. Either party may end it for any reason
with 30 days' written notice, or immediately by written notice if the other
party materially breaches it and does not cure the breach within 10 business
days after notice. On termination, each party returns or destroys the other's
confidential information on request; amounts earned before termination
remain payable as this Agreement states; and Confidentiality,
Non-circumvention, Customer funds, Limitation of liability, Indemnification
and Governing law survive.

## Notices

Notices under this Agreement are given by email: to RGC4 at inquiries@rgc4.com,
and to the Provider at the email address in its RGC4 profile. A notice is
received when sent, unless the sender receives a delivery failure.

## Governing law and disputes

This Agreement is governed by the laws of the State of Illinois, without regard
to conflict-of-law rules. The parties will first try in good faith to resolve
a dispute by discussion for 30 days after written notice of it. After that,
the state and federal courts located in Cook County, Illinois have exclusive
jurisdiction, and each party consents to them. Either party may seek
emergency relief in any court to protect its confidential information or to
enforce Non-circumvention.

## General

This Agreement, the Rules of the Network and any statement of work or written
confirmation it refers to are the entire agreement on its subject and replace
any earlier understanding. RGC4 issues changes to this Agreement as a new
version for the Provider to accept; it is not changed in place. Neither
party may assign this Agreement without the other's written consent, except
that RGC4 may assign it to a successor to its business. If a provision is
unenforceable, the rest remains in effect and the provision is enforced to the
fullest extent allowed. A failure to enforce a provision is not a waiver.
Electronic acceptance on the RGC4 platform is a signature.

## Schedule A: Rules of the Network carried by this Agreement

How work is offered: `provider.offered`, `provider.windows`,
`provider.self-dealing`. Quoting and price confidentiality:
`provider.blind`. Confidentiality: `provider.identity`. Delivery
governance: `provider.status`. Change control: `provider.change`.
Acceptance and payment: `provider.acceptance`, `provider.payment`.
Intellectual property: `provider.proprietary`. Insurance, certifications,
and security: `provider.insurance`. Non-circumvention:
`provider.circumvention`. RGC4 commitments: `corporate.rules-first`,
`corporate.ai-never-binds`, `corporate.review`,
`corporate.person-suspends`, `corporate.confidentiality`.

> **DEMO / PLACEHOLDER — COUNSEL REVIEW REQUIRED**
>
> This is a structured outline of the provisions this agreement will contain.
> It is not legal text and must be drafted and reviewed by counsel before it is
> used. Accepting it in this demonstration records the acceptance mechanism, not
> a binding contract.

# Customer Agreement

## Scope of this agreement

Governs the relationship between the customer and RGC4. Individual engagements
are governed by their own statement of work, which prevails on scope, price, and
schedule. RGC4 and the delivery provider hold the contracts for the work; the
Advisor signs nothing with the customer.

Rules carried: `customer.contracts`.

## Your Advisor

The customer's RGC4 Advisor leads the relationship with RGC4 and is compensated
through RGC4, never by a technology vendor. No amount, percentage or structure
of compensation is stated to the customer beyond this disclosure.

Rules carried: `customer.advisor`.

## Two leads

Every engagement has two leads. The Advisor is the relationship lead: the
customer relationship and the commercial conversation. The Provider lead is the
delivery lead: the weekly customer check-in, the status report, change requests
and milestone submissions. Neither replaces the other; RGC4 holds the contracts,
billing and the final escalation.

Rules carried: `customer.leads`.

## How work is defined and priced

Discovery, requirements, proposal, and the approval gates each proposal must pass
before release. The scope, price and acceptance criteria are written into the
proposal the customer approves. AI assists at every stage of the work; people validate, decide and remain
accountable; AI never approves, prices or commits; a customer's information goes
only to the AI providers that customer approves.

Rules carried: `customer.writing`.

## Selection of delivery partners

The customer's own requirements (insurance limits, geography, certifications,
data residency, approved AI providers) are applied as hard filters before any
partner is considered.

Rules carried: `customer.requirements`.

## Change control

Changes to scope, schedule or budget come to the customer as a change request,
and nothing in the agreed work changes until the customer and RGC4 approve it.

Rules carried: `customer.change`.

## Acceptance

How deliverables are submitted, what acceptance criteria must contain to be
verifiable, what happens on return, and what RGC4 does when a decision is
overdue.

Rules carried: `customer.acceptance`.

## Fees and payment

Invoicing basis and terms. **Set out in the statement of work.**

## Confidentiality and data handling

What RGC4 does with customer information, what it never does (it is not sold and
is not used as AI training material), and how it is shared with an approved
delivery partner.

Rules carried: `customer.information`.

## RGC4 commitments

What RGC4 Corporate commits to every participant: decisions that can be made by
rule are made by rule, and the rule is published before it is applied; AI
assesses and explains and never makes a binding decision about standing, work
or money; an automated decision that goes against a participant carries a
request for review answered by a person; scores never move standing below
probation on their own; customer and engagement information stays inside the
engagement.

Rules carried: `corporate.rules-first`, `corporate.ai-never-binds`,
`corporate.review`, `corporate.person-suspends`,
`corporate.confidentiality`.

## Relationship of the parties

The Customer participates as an independent party. This agreement does not create
employment, partnership, agency, or a franchise. Participating companies remain
independent.

## Participation does not transfer ownership to RGC4

Nothing in this agreement transfers ownership of a party's existing intellectual
property, business, or customer relationships to RGC4. This heading exists to
make that explicit rather than to leave it to inference.

## Intellectual property

Four categories, defined separately because they are owned differently:

1. **Background IP:** what each party brought with them. Stays theirs.
2. **Provider tools and methods:** a delivery party's own methodologies,
   templates, and tooling. Stays theirs, and is never distributed to another
   provider or to a customer without their release.
3. **Customer materials:** what the customer supplies. Stays the customer's.
4. **Engagement deliverables:** the provider assigns them to RGC4 on payment,
   and RGC4 assigns them to the customer on full payment. Each party keeps its
   pre-existing tools and licenses them as the deliverables need.

Rules carried: `provider.proprietary`.

## Confidentiality

Information about opportunities, customers, other participants, and the network
itself is confidential, and the obligation survives the end of participation.

Rules carried: `provider.identity`.

## Non-circumvention

Participants do not contract around RGC4 for work introduced through it, or for
its expansions, for the term stated in this section.

Rules carried: `provider.circumvention`.

## Non-exclusivity

Nothing here prevents a participant from working outside RGC4. Participation is
not exclusive in either direction, and RGC4 makes no commitment of volume.

## Term and termination

How either party ends participation, what notice is required, and what survives
termination: confidentiality, non-circumvention, and payment for work already
accepted.

## Dispute resolution

Escalation, mediation, and the governing law. To be completed by counsel for the
relevant jurisdictions.

## Changes to this agreement

New versions are issued rather than edited in place. Acceptance is recorded
against the exact version and the exact text accepted.