# INDEPENDENT CONTRACTOR AGREEMENT

**AND STATEMENT OF WORK NO. 2024-RE-01**

---

**This Independent Contractor Agreement** (together with the Statement of Work attached as **Exhibit A**, this "**Agreement**") is entered into and effective as of **March 4, 2024** (the "**Effective Date**"), by and between:

**Northwind Logistics Software, Inc.**, a Delaware corporation with its principal place of business at 250 Marconi Boulevard, Suite 400, Columbus, OH 43215, Columbus, Ohio 43215 ("**Company**"); and

**Signatory C**, an individual independent contractor doing business as a sole proprietor (the "**Contractor**").

Company and Contractor are each a "**Party**" and together the "**Parties**."

---

## RECITALS

**WHEREAS**, Company develops and operates a cloud-based transportation-management and freight-orchestration software platform (the "**Platform**");

**WHEREAS**, Company desires to engage Contractor to design, develop, and deliver a route-optimization engine intended to be incorporated into the Platform (the "**Route Optimization Engine**" or the "**Engine**"), as further described in the Statement of Work attached hereto as Exhibit A; and

**WHEREAS**, Contractor possesses the specialized skills, experience, and tools necessary to perform such services and is willing to do so on the terms set forth herein.

**NOW, THEREFORE**, in consideration of the mutual covenants and promises set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

---

## 1. ENGAGEMENT AND SERVICES

**1.1 Engagement.** Company hereby engages Contractor, and Contractor accepts such engagement, to perform the services described in the Statement of Work attached as Exhibit A (the "**Services**"), and to design, develop, and deliver the deliverables described therein (the "**Deliverables**").

**1.2 Performance.** Contractor shall perform the Services in a professional and workmanlike manner consistent with generally accepted industry standards, and shall devote such time and attention as is reasonably necessary to complete the Services in accordance with the milestones and schedule set forth in Exhibit A.

**1.3 Manner of Performance.** Subject to Company's reasonable direction as to the scope, requirements, and acceptance criteria of the Deliverables, Contractor shall determine the method, details, and means of performing the Services. Contractor shall provide Contractor's own equipment, tools, development environment, and materials, except for such Company systems, repositories, and credentials as Company may elect to provide for integration purposes.

---

## 2. TERM AND TERMINATION

**2.1 Term.** This Agreement shall commence on the Effective Date and shall continue until the Services are completed and the Deliverables accepted in accordance with Exhibit A, unless earlier terminated as provided herein (the "**Term**").

**2.2 Termination for Convenience.** Either Party may terminate this Agreement upon fifteen (15) days' prior written notice to the other Party. Upon such termination, Company shall pay Contractor for all Services satisfactorily performed and accepted through the effective date of termination on a pro-rata basis against the milestones in Exhibit A.

**2.3 Termination for Cause.** Either Party may terminate this Agreement immediately upon written notice if the other Party materially breaches this Agreement and fails to cure such breach within ten (10) days after receipt of written notice describing the breach.

---

## 3. COMPENSATION

**3.1 Fixed Fee.** As full and complete consideration for the Services and Deliverables, Company shall pay Contractor a fixed fee of **One Hundred Eighty-Five Thousand U.S. Dollars ($185,000.00)** (the "**Fixed Fee**"), payable in accordance with the milestone schedule set forth in Section 4 of Exhibit A.

**3.2 Expenses.** The Fixed Fee is inclusive of all costs and expenses incurred by Contractor in connection with the Services. Company shall not be responsible for reimbursing any expenses unless approved in advance in writing.

**3.3 Invoicing and Payment.** Contractor shall invoice Company upon completion and acceptance of each milestone. Company shall pay undisputed amounts within thirty (30) days of receipt of a conforming invoice (net-30).

**3.4 No Benefits; Taxes.** Contractor acknowledges that Contractor is not an employee of Company and is not entitled to any employee benefits. Contractor is solely responsible for all federal, state, and local taxes, including self-employment taxes, arising from amounts paid under this Agreement. Company shall report payments on IRS Form 1099-NEC as required by law.

---

## 4. INDEPENDENT CONTRACTOR RELATIONSHIP

**4.1 Status.** The Parties intend that Contractor shall be an independent contractor and not an employee, agent, partner, or joint venturer of Company. Nothing in this Agreement shall be construed to create an employment relationship.

**4.2 No Authority.** Contractor has no authority to bind Company or to incur any obligation or liability on behalf of Company, and shall not represent otherwise to any third party.

---

## 5. CONFIDENTIALITY

**5.1 Confidential Information.** "**Confidential Information**" means all non-public business, technical, financial, and customer information disclosed by Company to Contractor, whether disclosed orally, in writing, or by inspection of tangible objects, including without limitation the Platform source code, architecture, algorithms, customer lists, and Company's business plans.

**5.2 Obligations.** Contractor shall (a) hold Confidential Information in strict confidence; (b) not disclose Confidential Information to any third party without Company's prior written consent; and (c) use Confidential Information solely to perform the Services. These obligations shall survive termination of this Agreement for a period of five (5) years.

**5.3 Return of Materials.** Upon termination or expiration of this Agreement, or upon Company's request, Contractor shall promptly return or destroy all Confidential Information and all copies thereof in Contractor's possession.

---

## 6. DELIVERABLES; LICENSE GRANT

**6.1 Delivery.** Upon completion of each milestone, Contractor shall deliver the applicable Deliverables to Company in the format specified in Exhibit A, including all source code, build scripts, and accompanying technical documentation.

**6.2 License to Company.** Contractor hereby grants to Company a non-exclusive, worldwide, royalty-free license to use, reproduce, modify, and incorporate the Deliverables into the Platform and to operate the Platform for Company's business purposes.

**6.3 Acceptance.** Company shall have a period of fifteen (15) business days following delivery of each Deliverable to test and evaluate the Deliverable against the acceptance criteria in Exhibit A. Company shall notify Contractor in writing of acceptance or of any material non-conformities; Contractor shall promptly correct any accepted non-conformities at no additional charge.

---

## 7. CONTRACTOR REPRESENTATIONS AND WARRANTIES

**7.1** Contractor represents and warrants that: (a) Contractor has the full right and authority to enter into and perform this Agreement; (b) the Services will be performed in a professional and workmanlike manner; and (c) to Contractor's actual knowledge, the Deliverables as delivered will not knowingly incorporate the proprietary code of any third party without disclosure to Company.

**7.2** EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 7, THE DELIVERABLES ARE PROVIDED "AS IS," AND CONTRACTOR DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED.

---

## 8. INDEMNIFICATION; LIMITATION OF LIABILITY

**8.1 Indemnification.** Each Party shall indemnify and hold harmless the other Party from and against third-party claims arising out of the indemnifying Party's gross negligence or willful misconduct in connection with this Agreement.

**8.2 Limitation of Liability.** EXCEPT FOR BREACHES OF CONFIDENTIALITY, NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES. CONTRACTOR'S AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FIXED FEE PAID HEREUNDER.

---

## 9. GENERAL PROVISIONS

**9.1 Governing Law.** This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict-of-laws principles.

**9.2 Assignment.** Contractor shall not assign this Agreement or any rights or obligations hereunder without Company's prior written consent. Company may assign this Agreement in connection with a merger, acquisition, or sale of substantially all of its assets.

**9.3 Entire Agreement.** This Agreement, together with Exhibit A, constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior or contemporaneous understandings, whether written or oral.

**9.4 Amendment.** No amendment or modification of this Agreement shall be effective unless in writing and signed by both Parties.

**9.5 Severability.** If any provision of this Agreement is held to be unenforceable, the remaining provisions shall remain in full force and effect.

**9.6 Counterparts.** This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one instrument. Electronic signatures shall be deemed originals.

---

## SIGNATURES

**IN WITNESS WHEREOF**, the Parties have caused this Agreement to be executed by their duly authorized representatives as of the Effective Date.

| **NORTHWIND LOGISTICS SOFTWARE, INC.** | **CONTRACTOR** |
|---|---|
| By: /s/ Signatory A | By: /s/ Signatory C |
| Name: Signatory A | Name: Signatory C |
| Title: Chief Executive Officer | Title: Independent Contractor |
| Date: March 4, 2024 | Date: March 4, 2024 |

---

# EXHIBIT A — STATEMENT OF WORK NO. 2024-RE-01

**Project:** Route Optimization Engine
**SOW Effective Date:** March 4, 2024

### 1. Background and Objective

Company is engaging Contractor to design and build a production-grade **Route Optimization Engine** for incorporation into the Platform. The Engine is intended to compute least-cost, constraint-aware multi-stop routing and load-consolidation plans for mid-market shippers and 3PLs, and is a core differentiating feature of the Platform's transportation-orchestration module. The Engine is intended to power high-volume enterprise deployments, including Company's largest enterprise customer accounts.

### 2. Scope of Services

Contractor shall design, develop, test, and deliver the following:

| Item | Description |
|---|---|
| 2.1 | Core routing solver (vehicle-routing optimization with time-window, capacity, and cost constraints) |
| 2.2 | Load-consolidation and multi-stop sequencing module |
| 2.3 | REST API integration layer for the Platform's orchestration services |
| 2.4 | Configuration interface for customer-specific routing rules and cost tables |
| 2.5 | Unit and integration test suite (minimum 80% coverage) and technical documentation |

### 3. Milestones and Schedule

| Milestone | Description | Target Date | Payment |
|---|---|---|---|
| M1 | Solver architecture, prototype, and acceptance criteria sign-off | April 19, 2024 | $46,250.00 |
| M2 | Core solver + consolidation module (alpha) | June 28, 2024 | $46,250.00 |
| M3 | API integration layer + configuration interface (beta) | September 13, 2024 | $46,250.00 |
| M4 | Production release, test suite, documentation, and final acceptance | November 22, 2024 | $46,250.00 |
| | **Total Fixed Fee** | | **$185,000.00** |

### 4. Deliverable Format

All Deliverables shall be delivered as source code committed to Company's designated source-control repository, together with build scripts, configuration files, and Markdown technical documentation.

### 5. Acceptance Criteria

Each Deliverable shall be deemed accepted upon Company's confirmation that the Deliverable satisfies the functional requirements described in Section 2 and passes the agreed acceptance test cases for the applicable milestone, subject to the acceptance process in Section 6 of the Agreement.

### 6. Key Personnel

Contractor (Signatory C) shall personally perform the Services and shall not subcontract any portion of the Services without Company's prior written consent.

---

*End of Statement of Work No. 2024-RE-01.*

*[Note: This Agreement contains no provision assigning, transferring, or vesting in Company ownership of, or any work-made-for-hire designation with respect to, the intellectual property, source code, algorithms, or other work product created by Contractor in connection with the Services. The only grant in favor of Company is the non-exclusive license set forth in Section 6.2. Compare Company's standard form of Employee Proprietary Information and Inventions Assignment Agreement (see employment_ip_agreement.pdf.md), under which employees presently assign all right, title, and interest in work product to Company.]*