These Terms and Conditions are hereby incorporated with the proposal, and with signature thereof, constitute a Services Agreement (“Agreement”) is entered into as of November 19, 2025 (“Effective Date”), by and between KTS Ventures, with a principal place of business at 4006 Scenic Valley Drive (“Company”), and VMRC (“Client”). Company and Client are referred to in this Agreement as a “Party” and, together, as the “Parties.”

I.   Services.  

A. Nature of Services, Proposal

Company will perform the services as more particularly described in the proposal for Client as an independent contractor, in each case including any services that form a necessary, customary, or inherent part of the services described in the proposal (the “Services”). The Services have been specially ordered and commissioned by Client. Except as specified in the proposal, Client agrees that Company's services need not be rendered at any specific location and may be rendered at any location selected by Company.

B. Relationship of the Parties.

Company enters into this Agreement as, and shall continue to be, an independent contractor. Under no circumstances shall the Parties look to each other as employer, or as a partner, joint venture, agent or principal. Neither Party is the other’s agent or representative and has no authority to bind or commit the other to any agreements or other obligations. Client will be responsible for all agreements with third parties in connection with the Services, unless otherwise denoted in the proposal.

C. Compensation and Reimbursement.

Client shall compensate Company for the Services as set forth in the proposal and any written amendments thereto.  If Client cancels certain activities which are scheduled pursuant to the proposal with less than twenty-four (24) hours notice, Client will be responsible for a cancellation fee equal to the amount estimated for the cancelled day(s) of services.  Unless otherwise agreed, all payments will be made within thirty (30) day of invoice or promptly upon stated payments dates in the proposal.  Late payments will be deemed a material breach of this agreement, and subject to late payment interest in the amount of 10% per annum.  Company shall be entitled to reimbursement for legitimate business expenses that are pre-approved by the Client.   Company shall be solely responsible for any and all taxes, social security or social insurance contributions or payments, disability insurance, unemployment taxes, and other payroll-type taxes applicable to compensation received under this Agreement.

D. Consistent Delay.

If Client is responsible for delays to the timeline in the proposal, in Company’s sole discretion it may institute a revised timeline and/or priority level for the Services.  In order to prevent future delay and expense, Company will provide Client with one week notice prior to implementing a revised procedure, which may include, but is not limited to: i) placing the Services in hiatus or archived status until Client fulfills certain milestones; ii) revising fees for Services to reflect a timeline with no deadlines or flexible deadlines as well as a lower priority among Company projects; iii) restructuring the timeline and payment schedule for Services to account for Services already completed, and fees to maintain the project over a longer timeframe in Company’s workflow systems.

E. Insurance.

Each Party shall maintain sufficient insurance to cover the obligations and responsibilities under this agreement.  Upon request, and where appropriate, each Party will furnish the other with a certificate of insurance showing sufficient coverage, and naming the other Party as a loss payee or additional insured, as appropriate.

II. Protection of  Confidential Information, Data Privacy and Security.

A. Company Information

Company now owns and will subsequently develop, compile, and own certain proprietary techniques, trade secrets, and other confidential or proprietary information (collectively, “Company Information”).  Company will be disclosing Company Information to Client during Company's performance of the Services, and Company Information may include information developed or learned by Client during Company’s performance of the Services. By way of example and without limitation, Company Information includes any and all information concerning discoveries, ideas, developments, designs, improvements, inventions, formulas, software programs, processes, techniques, know-how, data, research techniques, customer and supplier lists, marketing, sales or other financial or business information, projects, scripts, audio/visual recordings, and all derivatives, improvements, and enhancements to any of the above. Company Information also includes third-party information which is in Company's possession under an obligation of confidential treatment.

B. Client Information

Company acknowledges that it will have access to information that is treated as confidential and proprietary by Client, including, without limitation, the existence and terms of this Agreement and any trade secrets, technology, information pertaining to business operations and strategies, customers, pricing, and marketing, marketing, finances, sourcing, personnel or operations of the Client, its affiliates or their suppliers or customers, in each case whether spoken, printed, electronic or in any other form or medium (collectively, the “Client Information”).

C. Protection of Information

Each Party agrees that at all times during or subsequent to the performance of the Services, it will keep confidential and not divulge, communicate, or use the other Party’s confidential Information, except as necessary during the Term of this Agreement to the extent necessary to perform the Services. Each Party will protect the confidentiality of the other Party’s confidential Information using at least the same degree of care it uses in protecting its confidential information of a similar nature (but in no event less than a reasonable degree of care).

D. Exceptions

Each Party’s obligations as set forth above shall not apply when information: (a) was in the public domain at the time it was communicated; (b) entered the public domain subsequent to the time it was communicated through no fault of the disclosing Party; (c) was in a Party’s possession free of any obligation of confidence at the time it was communicated; or (d) was rightfully communicated free of any obligation of confidence subsequent to the time it was communicated.

E.Company Property

All materials, including documents, drawings, drafts, notes, designs, computer media, recordings, electronic files, and lists, including all additions to, deletions from, alterations of, and revisions to the foregoing (together the “Company Materials”), which are furnished to Client by Company or which are developed in the process of performing the Services, or embody or relate to the Services, the Company Information, or the Work Product, are the property of Company, unless specifically designated as work(s) for hire for the Client in the proposal.  Client is granted no rights in or to such Materials, the Company Information, or the Work Product, except as necessary to fulfill its obligations under this Agreement, or if designated as works for hire for the Client in the proposal.

III. Intellectual Property Rights.

A. Work for Hire

All developments, ideas, inventions, discoveries, data, technology, algorithms, designs, innovations, improvements, software, copyrightable creations, works of authorship, and other contributions and intellectual property, whether or not copyrighted, copyrightable, or subject to other forms of protection, conceived, made, developed, used, incorporated, created, or acquired during the course of providing Services and which relate in any manner to Services (collectively, “Work Product”), shall be owned by Company unless specifically designated as work(s) made for hire for Client in the proposal, or transferred due to Client’s election to transfer rights for an additional fee in the proposal miscellaneous items. If certain materials are designated as work(s) for hire for Client, or transferred to Client, then the same terms will apply for Client’s benefit to such materials.  Further, if certain materials are deemed a work for hire for Client under the proposal or transferred to Client, Client hereby grants Company a perpetual, worldwide license to display and distribute such materials for Company’s promotional and marketing purposes.  If Client requests additional materials from Company which are not included as deliverables or miscellaneous items, a separate license fee may be negotiated, and Company may charge a reasonable administrative fee to locate and deliver such materials from Company archives.

IV. Covenants, Representations and Warranties.

A. Freedom to Enter into Agreement: Each Party represents and warrants that it is free to enter into this Agreement and will not do or permit any act which will interfere with or derogate from the full performance of services or exercise of the rights herein granted.

B. Both Parties agree and covenant that it will not at any time make, publish or communicate to any person or entity or in any public forum any defamatory or disparaging remarks, comments or statements concerning the other Party or its businesses, or any of its employees, officers, and existing and prospective customers, and other associated third parties.

C. Compliance with law and standards: Each Party represents and warrants that at all times it will conduct itself in compliance with all applicable laws and regulations;

D. Client’s Material: Client represents and warrants that with respect to any material supplied by Client hereunder, to the best of its knowledge such material:  1. Shall be fully owned by Client or in the public domain; 2. Does not and will not defame, or infringe upon, violate, or misappropriate any patent, copyright, trade secret, trademark, contract, or any other publicity right, privacy right, or proprietary right of any third party; and 3.Is not the subject of any litigation or claim that might give rise to litigation.

V. Termination of Agreement.

A. Term

This Agreement shall be effective beginning on the Effective Date and continuing for so long as the proposal remains in effect, unless sooner terminated by either Party in accordance with the terms and conditions of this section (“Term”).

B. Termination

Company may terminate this Agreement at any time without cause on written notice to Client. Either Party may terminate this Agreement if the other Party breaches any material obligation under this Agreement or the proposal and fails to cure such breach within thirty (30) days after the breaching Party’s receipt of notice of such breach.

C. Effect of Termination

If this Agreement is terminated, any obligation a party may otherwise have under this Agreement shall cease immediately, except that Client shall be obligated to compensate Company for Services performed up to the effective date of termination.

D. Non-Solicitation.

Client agrees that during the Term, and for a period of twelve (12) months immediately following any termination of the Agreement, Client shall not either directly or indirectly solicit, encourage or recruit and of Company’s employees to become directly engaged by Client, or directly or indirectly solicit any clients, employees or independent contractors of Company to terminate their relationship with Company.

VI. Indemnification, Liabilit

A. Indemnification

Each Party shall defend, indemnify, and hold the other Party and its affiliates and their employees, directors, officers, contractors, agents, successors, assigns, and licensees harmless from any and all claims, actions, and proceedings, and the resulting losses, damages, costs and expenses (including reasonable attorneys' fees) arising from: (i)  any claim, action, or proceeding based upon or in any way related to a breach or alleged breach of any representation, warranty, or covenant in this Agreement or (ii) the grossly negligent or willful misconduct acts or omissions of the other Party.

B. Limitations of Liability

In no event shall the company have any liability for any loss of profits or revenues, loss of data or information, loss of business opportunity or goodwill, or any other indirect, special, incidental, consequential, or punitive damages, in each case however caused and whether in contract, tort (including negligence), or under any other theory of liability, and whether or not the company has been advised of, knew of, or should have known of the possibility of such damages, and notwithstanding any failure of the essential purpose of any limited remedy under this agreement.

VII. General.

A. Governing Law, Jurisdiction and Venue

This Agreement shall be governed by and construed in accordance with the laws of the State of Indiana without regard to its choice of law principles. The Parties consent to exclusive jurisdiction and venue in the federal and state courts sitting in New Albany, IN.

B. No Assignment.

Client shall have no right to assign this Agreement, by operation of law or otherwise.

C. Entire Agreement, Severability, Amendment, and Waivers.

This Agreement constitutes the entire understanding and agreement of the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements or understandings, inducements or conditions, express or implied, written or oral, between the parties. If any provision of this Agreement shall be found invalid or unenforceable, the remainder of this Agreement shall be interpreted so as best to reasonably effect the intent of the parties. The headings contained in this Agreement are for reference purposes only and shall not affect in any manner or way the meaning or interpretation of this Agreement.  Any term or provision of this Agreement may be amended, and the observance of any term of this Agreement may be waived, only by a writing signed by the party to be bound. The waiver by a party of any breach or default in performance shall not be deemed to constitute a waiver of any other or succeeding breach or default. The failure of any party to enforce any of the provisions hereof shall not be construed to be a waiver of the right of such party thereafter to enforce such provisions.  The prevailing party in any legal action shall be entitled to reasonable outside attorney’s fees and costs in connection with the legal proceedings.