Last updated: September 2025 

SUBLEDGE, LLC (D.B.A “Accruity”), a Pennsylvania Limited Liability Company, herein referred to as “Company”.  

The client referred to herein is defined as a person or entity who has paid the Company for any services. 

WHEREAS the Client wishes to obtain the professional services of the Company. 

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the Parties hereby agree as follows: 

1. 1. PROVISIONS OF SERVICE – Subject to and in accordance with the provisions of this Agreement, Company agrees to provide certain services as set out, described and agreed upon in one or more Statement(s) of Work “SOW(s)”, collectively (the “Services”) on a timely basis and in a good and workmanlike manner.
   2. CONSULTANT STATUS – Company and Client understand and intend that Company shall perform the Services specified under this Agreement as an independent consultant and not as an employee of Client. The manner of and means by which the Company executes and performs its obligations hereunder are to be determined by the Company in its reasonable discretion.
   3. REPRESENTATIONS AND WARRANTIES – Company and/or Client represents, warrants, and acknowledges as follows:
      
      a. Company has the full and unrestricted right to enter into this Agreement and render the Services hereunder to Client.
      
      b. Company’s entering into this Agreement and rendering the Services contemplated hereunder does not and will not violate any applicable law, rule, or regulation, or breach or conflict with any contractual or other obligation of Company to any other party.
      
      c. All Services delivered will be the original work of the Company or in the public domain, and will be free and clear of all restrictions, and will not infringe the intellectual property rights of any other party.
      
      d. Company can perform the Services and will perform the Services in a manner that is consistent with Client’s specifications and in a good, professional and workmanlike manner without the advice, control, or supervision of Client.
      
      e. The Parties will cooperate in good faith in connection with the resolution of any concerns or disagreements that may arise with respect to any of the Services.
      
      f. Client shall follow all applicable laws, rules, regulations and codes in connection with this Agreement.  
   4. OWNERSHIP – Client agrees that all copyrightable material, audio/visual work, notes, records, drawings, designs, inventions, improvements, work product, processes, developments, discoveries, and trade secrets, as well as all derivatives and modifications thereof and thereto conceived, made, or produced by Company, which relate in any manner to the Services performed by Company hereunder, as well as all intellectual property rights therein and thereto, shall be the confidential information and property of Company.
   5. NON-HIRE PROVISION – Work assigned by Client to Company’s staff outside the terms of the Terms of Service and any SOW(s) is not authorized. If Client terminates the services of Company or notifies Company of its intent to terminate services, Client is not permitted to hire any Company staff directly without Company agreement. Client agrees to pay the Company equal to six months’ salary of that staff member as a conversion fee for each Company staff who is engaged by Client as an independent contractor or hired directly by Client. This restriction remains in effect for 12 months following the termination of the service.
   6. TERM AND TERMINATION –

a. The term of this Agreement will begin on the date first payment is paid by client and received by Company and continue in effect for the Initial Term outlined in the SOW(s). After the Initial Term, the Agreement will automatically renew for successive two (2) month periods (“Renewal Term”) until terminated by either Party in accordance with this Agreement. 

b. During the Renewal Term, either Party may terminate the Agreement, effective 60 days after delivery of written notice to the other Party.  

c. Should either Party default in the performance of this Agreement or materially breach any of the provisions of this Agreement, the non-breaching party may terminate this Agreement by giving written notification to the breaching Party. 

d. This Agreement will terminate automatically on the occurrence of bankruptcy or insolvency of either Party. 

7. FEES AND EXPENSES –  

a. Fees: In consideration of Company providing the Services and performing the obligations hereunder, Client shall pay Company any fees in accordance with one or more applicable SOW(s), due upon execution, which may include an initial deposit as specified in the applicable SOW. If the Client requests and authorizes work outside of the scope of any SOWs, Client will be billed on an hourly basis using either 1) the Company’s latest published Rate Table or 2) another bill rate that was mutually agreed upon by the Client and the Company. If the Company utilizes more resources than what was originally budgeted for a SOW (“overages”), the Company is entitled to collect from the Client the revenue associated with any such overages. If the overage is due to the Company identifying during Client Onboarding that the initial assumptions were incorrect, the Client will pay the difference between the original quote and the quote that would have been generated utilizing the correct assumptions. If the overage is due to the Client’s business growing or otherwise changing in a way that substantially changes the time required for providing retainer services, the Company will notify the Client in writing of a price change at least 21 days prior to the effective date of the price change. If the overage is due to the Company being required to utilize materially more resources to deliver on services than what was originally budgeted in any individual SOW due to unforeseen complexities, unresponsiveness from the Client, deadlines imposed by the Client or external Stakeholders, or other factors; the Company is entitled to bill the Client for any additional revenue earned for hours incurred, utilizing the Company’s latest posted Rate Table to determine the bill rate for each overage hour.  

b. Expenses: Client shall also pay Company for commercially reasonable expenses, including travel expenses actually incurred by Company in performing Services pursuant to this Agreement (“Reimbursements”), provided that (i) Company receives written or verbal consent from Client prior to incurring any such expenses greater than Five Hundred Dollars ($500) and (ii) Company timely submits original invoices and receipts for such expenses actually incurred.  

c. Technology & Service Fee Adjustment: The Client acknowledges that the Company relies on certain technologies, platforms, and third-party services in order to deliver the Services under this Agreement. In the event that the cost of such technology, platforms, or related services increases, or additional technology becomes reasonably necessary for the proper delivery of Services, the Company reserves the right to adjust its fees accordingly. The Company shall provide the Client with written notice of any such adjustment. Continued use of the Services after the effective date of the adjustment shall constitute the Client’s agreement to the revised fees.  

d. Payment: Client authorizes Company to electronically debit Client’s bank account for any Fees or Expenses related to this agreement, with the exception of the initial payment, which is completed by credit card. Client acknowledges that electronic debits against Client’s bank account must comply with United States Law. 

e. Delay in Payments: In the event of the failure of the Client to pay any amount due pursuant to the SOW(s), the Company may suspend doing any further work hereunder until such payments are made. In addition, the Company may charge the Client a late fee of 1% per month for any delayed payment. In addition, with respect to any such late payments, the Company shall have all rights available to the Company under law to collect, in full, any such payments plus all attorneys’ fees and costs incurred by the Company in such collection efforts. 

f. Taxes: No income tax or payroll tax of any kind shall be withheld or paid by Client on behalf of Company for any payment under this Agreement, except as may be required by law for payments to Company. Company shall be responsible for all taxes and similar payments arising out of any activities contemplated by this Agreement, including without limitation, federal, state, and employment taxes, unemployment insurance taxes, and all other taxes, fees, and withholdings.  

g. Benefits: Company is not an employee of Client and, therefore, shall not be entitled to any benefits, coverage, or privileges, including, without limitation, social security, unemployment compensation insurance, workers’ compensation insurance, medical benefits, or pension payments.  

8. INDEMNIFICATION – Client agrees to indemnify and hold harmless Company and its members, managers, directors, officers, employees and affiliates from and against all claims, demands, actions, losses, damages, liabilities, costs and expenses, including attorneys’ fees and other legal expenses, arising directly or indirectly, in whole or in part, from or in connection with: (i) any fraudulent, negligent, reckless, or willful act or omission of Client related to any action taken by the Client in furtherance of the this Agreement and the Services hereunder; (ii) any breach by the Client of any of the covenants contained in this Agreement;  (iii) any violation or claimed violation of a third party’s rights resulting in whole or in part from Client’s use of the work product of Company under this Agreement; or (iv) any failure by Client to follow Applicable Laws.

9. ENTIRE AGREEMENT – This Agreement contains all the agreements, conditions, promises, and covenants between the Parties with respect to the matters contemplated herein and supersedes all prior or contemporaneous agreements, representations, or understanding with the respect to the subject matter of this Agreement. 

10. MODIFICATION OF AGREEMENT – The Company from time to time may make modifications or amendments to this Agreement. If any modifications or amendments are made by the Company, the Client will be sent written notification. The client shall have 5 business days to terminate the services of the Company after notification of modifications or amendments to this agreement. Continued payment for services will constitute acceptance of any modifications or amendments to this agreement.

11. SURVIVAL – Any provisions which expressly or by their nature are intended to survive termination of the Agreement, shall survive termination of the Agreement.

12. NOTICE – All notices or demands required or permitted by the terms of this Agreement will be given in writing and delivered to the Parties.

13. SEVERABILITY – If any provision of this Agreement shall be invalid, illegal, or otherwise unenforceable, the validity, legality, and enforceability of the remaining provisions of this Agreement shall in no way be affected or impaired thereby and shall be construed to be in full force and effect to the extent lawfully permissible.

14. GOVERNING LAW AND FORUM – This Agreement and all disputes arising hereunder shall be subject to, governed by, and construed in accordance with the laws of the Commonwealth of Pennsylvania, without regard to conflicts of law’s provisions. Client hereby submits to the personal jurisdiction of the state courts of Pennsylvania located in Allegheny County, Pennsylvania for the purposes of any suit, action or other proceeding arising out of or based upon this Agreement, any SOW hereunder, or the subject matter thereof.  To the extent permitted by applicable law, Client hereby waives, and agrees not to assert, by way of motion, as a defense, or otherwise, in any such suit, action, or other proceeding brought in the above-named courts any claim that Client is not subject personally to the jurisdiction of such courts, that the suit, action, or proceeding is brought in an inconvenient forum, that the venue of the suit, action, or proceeding is improper, or that this Agreement, any SOW hereunder, or the subject matter thereof may not be enforced in or by such court.  Client hereby consents to service of process by certified mail, return receipt requested, at the address to which notices are to be given to it pursuant hereto. 

15. FORCE MAJEURE – Except for obligations of Client to make payments to Company hereunder, each Party shall be relieved of its obligations hereunder in the event and to the extent that the Party’s performance is delayed or prevented by any cause reasonably beyond such Party’s control, including but not limited to, acts of God, public enemies, war, civil disorder, fire, flood, explosion, labor disputes or strikes, or any acts or order of any governmental authority.

16. WAIVER – No delay or omission by Company in exercising any right under this Agreement shall operate as a waiver of that or any other right. A waiver or consent given by the Company on any one occasion shall be effective only in that instance and shall not be construed as a bar or waiver of any right on any other occasion.

17. LIMITATION OF LIABILITY – IN NO EVENT SHALL COMPANY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE FEES PAID BY CLIENT TO COMPANY UNDER THIS AGREEMENT.

18. DELIVERY AND ACCEPTANCE OF AGREEMENT – This Agreement shall be deemed to have been duly and validly delivered and be valid and effective for all purposes upon payment of Client. Agreement will be delivered to Client through links on the Invoice, in the SOW(s) and/or on payment pages within Company’s domain.

19. UNILATERAL NONDISCLOSURE AND NON-SOLICITATION AGREEMENT – The Disclosing Party has developed certain confidential information that it wants to make available to the Receiving Party for the purpose of accounting cleanup and onboarding initial diagnosis and any future engagements involving the confidential information. The Receiving Party wants to review, examine, inspect, or obtain the confidential information only for the above-described purposes, and to otherwise maintain the confidentiality of that information pursuant to this agreement.The parties therefore agree as follows:

I. CONFIDENTIAL INFORMATION – The Disclosing Party may (but is not required to) disclose certain of its confidential and proprietary information to the Receiving Party. “Confidential Information” means:

(a) information relating to the Disclosing Party or its current or proposed business, including financial statements, budgets and projections, customer identifying information, potential and intended customers, employers, products, computer programs, specifications, manuals, software, analyses, strategies, marketing plans, business plans, and other confidential information, whether provided orally, in writing, or by any other media, that was or will be: 

(i) provided or shown to the Receiving Party or its directors, officers, employees, agents, and representatives (each a “Receiving Party Representative”) by or on behalf of the Disclosing Party or any of its directors, officers, employees, agents, and representatives (each a “Disclosing Party Representative”); or 

(ii) obtained by the Receiving Party or a Receiving Party Representative from review of documents or  

property of, or communications with, the Disclosing Party or a Disclosing Party Representative; and 

(b) all notes, analyses, compilations, studies, summaries, and other material, whether provided orally, in writing, or by any other media, that contain or are based on all or part of the information described in subsection (a) (the “Derivative Materials”). 

The Disclosing Party shall identify Confidential Information disclosed orally as confidential within 10 days of disclosure. The Disclosing Party’s failure to identify information as Confidential Information is not an acknowledgment or admission by the Disclosing Party that that information is not confidential and is not a waiver by the Disclosing Party of any of its rights with respect to that information.

II. OBLIGATION TO MAINTAIN CONFIDENTIALITY.

(a) Confidentiality. The Receiving Party shall, and shall ensure that each Receiving Party Representative, keep the Confidential Information confidential. Except as otherwise required by law, the Receiving Party and Receiving Party Representatives may not: 

(i) disclose any Confidential Information to any person or entity other than: 

a. a Receiving Party Representative who needs to know the Confidential Information for the purposes of its business with the Disclosing Party.

b. with the Disclosing Party’s prior written authorization; or

(ii) use the Confidential Information for any purposes other than those contemplated by this agreement. 

(b) No Reverse Engineering. The Receiving Party may not reverse engineer, disassemble, or decompile any prototypes, software, or other tangible objects that embody the Confidential Information and that are provided to the Receiving Party under this agreement. 

(c) Term. The Receiving Party shall, and shall require each Receiving Party Representative to, maintain the confidentiality and security of the Confidential Information until the earlier of:  

(i) such time as all Confidential Information disclosed under this agreement becomes publicly known and is made generally available through no action or inaction of the Receiving Party or (ii) the third anniversary of the disclosure. However, to the extent that the Disclosing Party has disclosed information to the Receiving Party that constitutes a trade secret under law, the Receiving Party shall protect that trade secret for as long as the information qualifies as a trade secret. 

III. EXCLUSIONS – The obligations and restrictions of this agreement do not apply to that part of the Confidential Information that: 

(a) was or becomes publicly available other than as a result of a disclosure by the Receiving Party in violation of this agreement; 

(b) was or becomes available to the Receiving Party on a nonconfidential basis before its disclosure to the Receiving Party by the Disclosing Party or a Disclosing Party Representative, but only if: 

(i) the source of such information is not bound by a confidentiality agreement with the Disclosing Party or is not otherwise prohibited from transmitting the information to the Receiving Party or a Receiving Party Representative by a contractual, legal, fiduciary, or other obligation; and 

(ii) the Receiving Party provides the Disclosing Party with written notice of such prior possession either 

(A) before the execution and delivery of this agreement or (B) if the Receiving Party later becomes aware (through disclosure to the Receiving Party) of any aspect of the Confidential Information as to which the Receiving Party had prior possession, promptly on the Receiving Party so becoming aware; or 

(c) is requested or legally compelled (by oral questions, interrogatories, requests for information or documents, subpoena, civil or criminal investigative demand, or similar process), or is required by a regulatory body, to be disclosed. However, the Receiving Party shall: 

(i) provide the Disclosing Party with prompt notice of any such request or requirement before disclosure so that the Disclosing Party may seek an appropriate protective order or other appropriate remedy; and 

(ii) provide reasonable assistance to the Disclosing Party in obtaining any such protective order. 

If a protective order or other remedy is not obtained or the Disclosing Party grants a waiver under this agreement, then the Receiving Party may furnish that portion (and only that portion) of the Confidential Information that, in the written opinion of counsel reasonably acceptable to the Disclosing Party, the Receiving Party is legally compelled or otherwise required to disclose. The Receiving Party shall make reasonable efforts to obtain reliable assurance that confidential treatment will be accorded any part of the Confidential Information so disclosed; or 

(d) was developed by the Receiving Party independently without breach of this agreement.

IV. RETURN OF PROPERTY – If the Disclosing Party requests, the Receiving Party shall, and shall cause each Receiving Party Representative to promptly:

(a) return all Confidential Information to the Disclosing Party; and 

(b) destroy all Derivative Material and within 30 days of this destruction, upon written request, provide a written certificate to the Disclosing Party confirming this destruction.

V. OWNERSHIP RIGHTS – The Receiving Party acknowledges that the Confidential Information is, and at all times will be, the Disclosing Party’s sole property, even if suggestions made by the Receiving Party are incorporated into the Confidential Information. The Receiving Party obtains no rights by license or otherwise in the Confidential Information under this agreement. Neither party solicits any change in the other party’s organization, business practice, service, or products, and the disclosure of Confidential Information may not be construed as evidencing any intent by a party to purchase any products or services of the other party or as an encouragement to expend funds in development or research efforts. The Confidential Information may pertain to prospective or unannounced products. The Receiving Party may not use the Confidential Information as a basis on which to develop or have a third party develop a competing or similar plan or undertaking.

VI. NO OBLIGATION – Nothing in this agreement obligates either party to proceed with any transaction between them, and each party reserves the right, in its sole discretion, to terminate the discussions contemplated by this agreement concerning the business opportunity, if any, and to cease further disclosures, communications, or other activities under this agreement on written notice to the other party. Any commitment to proceed with a transaction will be set forth in a separate agreement signed by the parties.

VII. NO WARRANTY – ALL CONFIDENTIAL INFORMATION IS PROVIDED “AS IS.” THE DISCLOSING PARTY MAKES NO WARRANTIES, EXPRESS, IMPLIED, OR OTHERWISE, REGARDING THE ACCURACY, COMPLETENESS, OR PERFORMANCE OF ANY SUCH INFORMATION. 

VIII. GOVERNING LAW; EQUITABLE RELIEF. 

(a) Choice of Law. The laws of the state of Pennsylvania govern this agreement (without giving effect to its conflicts of law principles). 

(b) Choice of Forum. Both parties consent to the personal jurisdiction of the state and federal courts in Allegheny County, Pennsylvania. 

(c) Equitable Relief. The Receiving Party’s breach of this agreement may cause irreparable harm to the Disclosing Party and monetary damages may not be a sufficient remedy for an unauthorized disclosure of the Confidential Information. If the Receiving Party discloses the Confidential Information in violation of this agreement, the Disclosing Party may, without waiving any other rights or remedies seek an injunction, specific performance, or other equitable remedy to prevent competition or further disclosure and may pursue other legal remedies. 

 IX.  ASSIGNMENT AND DELEGATION.

(a) No Assignment. Neither party may assign any of its rights under this agreement, except with the prior written consent of the other party. All voluntary assignments of rights are limited by this subsection. 

(b) No Delegation. Neither party may delegate any performance under this agreement, except with the prior written consent of the other party. 

(c) Enforceability of an Assignment or Delegation. If a purported assignment or purported delegation is made in violation of this section, it is void.

X. SEVERABILITY – If any provision in this agreement is, for any reason, held to be invalid, illegal, or unenforceable in any respect, that invalidity, illegality, or unenforceability will not affect any other provisions of this agreement, but this agreement will be construed as if the invalid, illegal, or unenforceable provisions had never been contained in this agreement, unless the deletion of those provisions would result in such a material change that would cause completion of the transactions contemplated by this agreement to be unreasonable.

XI. WAIVER – No waiver of a breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this agreement will be effective unless it is in writing and signed by the party waiving the breach, failure, right, or remedy. No waiver of any breach, failure, right, or remedy will be deemed a waiver of any other breach, failure, right, or remedy, whether or not similar, and no waiver will constitute a continuing waiver unless the writing so specifies. 

XII. HEADINGS – The descriptive headings of the sections and subsections of this agreement are for convenience only and do not affect this agreement’s construction or interpretation.