Engagement Agreement

ENGAGEMENT AGREEMENT

This Engagement Agreement (this "Agreement") is entered into as of [DATE] by and between:

Pre. Operations Inc., a Delaware corporation ("Pre."), and

[COMPANY NAME], a [STATE] [ENTITY TYPE] ("Company").

1. THE ENGAGEMENT

Pre. agrees to provide operating support services (the "Engagement") to Company as described in this Agreement. The Engagement is designed to improve Company's business operations across agreed focus areas prior to any decision by Company regarding its future.

2. SCOPE OF SERVICES

During the Engagement, Pre. will embed a pod of operators inside Company's business to work collaboratively with Company's team on agreed focus areas.

Focus areas will be determined during week one of the Engagement based on Pre.'s day 1 diagnostic and mutual agreement between the Parties. Focus areas may include but are not limited to: Go-to-market systems and pipeline development, pricing optimization and margin improvement, product velocity and prioritization, support burden reduction, KPI reporting and operating cadence, and AI workflow integration.

The specific scope, deliverables, and success metrics will be documented in a Statement of Work (SOW) agreed by both Parties within five (5) business days of the Engagement start date.

3. ENGAGEMENT PERIOD

The standard Engagement period is ninety (90) days from the start date (the "Engagement Period").

At the conclusion of the Engagement Period, the Parties will meet to review outcomes and discuss next steps. Company is under no obligation to continue, extend, or enter into any further agreement with Pre. following the Engagement Period.

4. THE PRE. POD

Pre. will deploy a pod of operators whose composition will be agreed in the Statement of Work. The pod may include operators specializing in go-to-market, product, engineering, design, and operations.

Pre. warrants that all pod members: (a) Are bound by confidentiality obligations at least as protective as those in the NDA between the Parties; (b) Will treat Company's employees, customers, and information with professionalism and respect; (c) Will operate within the scope agreed in the Statement of Work and will not take actions that materially affect Company's operations without Company's prior approval.

Company may request the removal of any pod member for reasonable cause. Pre. will use reasonable efforts to provide a suitable replacement within five (5) business days.

5. COMPANY OBLIGATIONS

Company agrees to: (a) Provide Pre.'s pod reasonable access to Company's business, including relevant systems, data, and personnel, as reasonably necessary for the Engagement; (b) Designate a primary point of contact who will be available to the Pre. pod on a regular basis; (c) Provide timely feedback and approvals on Pre.'s work product to enable efficient execution; (d) Maintain accurate books and records to enable measurement of Engagement outcomes.

6. EARLY TERMINATION

Either Party may terminate this Agreement at any time with five (5) business days written notice to the other Party.

If Company terminates early: Company retains all work product completed to the date of termination. The Success Fee Agreement remains in effect for any value created during the Engagement.

If Pre. terminates early: Pre. will provide a transition summary and hand off all work product within five (5) business days of termination. No Success Fee will be payable unless Company and Pre. mutually agree otherwise in writing.

7. WORK PRODUCT OWNERSHIP

All work product, deliverables, systems, documents, code, and materials created by Pre. specifically for Company during the Engagement ("Work Product") shall be owned exclusively by Company upon creation.

Pre. assigns to Company all right, title, and interest in and to the Work Product, including all intellectual property rights therein.

Pre. retains ownership of its underlying methodologies, frameworks, playbooks, and tools (the "Pre. Methods"). To the extent Work Product incorporates Pre. Methods, Pre. grants Company a perpetual, non-exclusive, royalty-free license to use such Pre. Methods as incorporated in the Work Product.

8. NO EXCLUSIVITY

This Agreement does not create any exclusivity between the Parties. Pre. may work with other companies during the Engagement Period, subject to its confidentiality obligations. Company may engage other advisors, operators, or service providers during the Engagement Period.

9. NO OBLIGATION TO SELL

Nothing in this Agreement creates any obligation on Company to sell, raise capital, or take any specific action at the conclusion of the Engagement. Pre.'s role is to improve Company's operations and optionality — not to direct any particular outcome.

10. REPRESENTATIONS

Each Party represents and warrants that: (a) it has the authority to enter into this Agreement; (b) this Agreement does not conflict with any other agreement to which it is a party; and (c) it will perform its obligations under this Agreement in a professional and lawful manner.

11. LIMITATION OF LIABILITY

In no event shall either Party be liable to the other for any indirect, incidental, special, consequential, or punitive damages arising out of or related to this Agreement. Pre.'s total liability to Company shall not exceed the total fees paid or payable by Company to Pre. under this Agreement.

12. GOVERNING LAW

This Agreement shall be governed by the laws of the State of Delaware. Any disputes shall be resolved through binding arbitration in Delaware, except that either Party may seek injunctive relief in any court of competent jurisdiction.

SIGNATURES

This document is provided for informational purposes. Pre. recommends all parties obtain independent legal counsel before signing. This template reflects Pre.'s standard terms — specific engagements may require amendments.