Client Engagement Agreement

This Client Engagement Agreement ("Agreement") is entered into as of the date signed below, between Knemonik LLC, a Delaware Limited Liability Company ("Knemonik"), and the client identified above ("Client"). This Agreement, together with Knemonik's Terms of Service, Privacy Policy, and any executed Mutual NDA, constitutes the entire legal relationship between the Parties.

1. Scope of Services

Knemonik agrees to perform the services described in the attached Statement of Work ("SOW") or, if no separate SOW is executed, as described in the written engagement confirmation issued by Knemonik and accepted by Client. Services may include any combination of the following, as specified:

• Blockchain Wallet Forensics & Tracing
• OFAC Sanctions Screening
• Corporate Intelligence & Entity Mapping
• Whistleblower Evidence Assembly & Government Submission Support
• AML Compliance Monitoring (SaaS)
• Custom Financial Intelligence Reports

Any services not specified in the engagement confirmation are out of scope and require a separate written agreement. Knemonik reserves the right to decline or discontinue any service that would require unlawful activity or that falls outside Knemonik's technical capabilities.

2. Fees and Payment

2.1 Whistleblower Success Fee

For Whistleblower Support engagements, where agreed in writing, Knemonik may charge a Success Fee in addition to the fixed engagement fee. The Success Fee is calculated as a percentage of the gross whistleblower award received by the Client from the relevant US government agency. The applicable percentage is specified in the engagement SOW. The Success Fee is payable within 30 days of the Client receiving the award.

The Success Fee represents Knemonik's compensation for the risk and work undertaken in assembling the evidence package. It does not include legal fees charged by the coordinating US Attorney, which are the Client's separate responsibility.

3. Payment Terms

All fees are denominated and payable in US Dollars (USD). Invoices are due upon receipt. Late payments bear interest at 1.5% per month. Knemonik reserves the right to suspend services for any invoice outstanding beyond 15 days. The advance payment required to commence engagement is non-refundable except as provided in Section 8 (Refunds and Cancellation).

4. Deliverables and Timeline

Knemonik will deliver the agreed outputs (reports, data files, submission packages, dashboard access) within the timeframe specified in the engagement confirmation. Timelines are estimates and may be affected by:

• Third-party API availability and response times;
• Completeness and accuracy of client-supplied information;
• Complexity of the blockchain network or corporate structure under investigation;
• Government agency processing timelines (for whistleblower submissions).

Knemonik will communicate promptly if any material delay is anticipated.

5. Client Obligations

The Client warrants and agrees to:

• Provide accurate, complete, and truthful information to Knemonik in connection with the engagement;
• Cooperate promptly with reasonable requests for additional information necessary to complete the engagement;
• Use Knemonik's deliverables only for lawful purposes and in accordance with the Acceptable Use Policy;
• Not misrepresent the purpose or subject matter of the engagement at any point;
• Maintain confidentiality regarding Knemonik's methodologies, pricing, and proprietary information;
• Promptly notify Knemonik if the Client learns that any information provided was inaccurate or has materially changed.

6. Representations and Warranties

Client represents and warrants that:

• The Client is not a sanctioned entity under OFAC or equivalent international sanctions;
• The Client's engagement of Knemonik's services does not violate any applicable law in the Client's jurisdiction;
• The information submitted to Knemonik is provided in good faith and not for purposes of harassment, extortion, or any unlawful purpose;
• If the Client is acting on behalf of an organization, the Client has authority to bind that organization to this Agreement.

7. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:

• Knemonik's total aggregate liability for any claim arising from or related to an engagement shall not exceed the total fees paid by the Client for that specific engagement.
• Knemonik shall not be liable for any indirect, incidental, special, consequential, punitive, or exemplary damages, including loss of profits, loss of revenue, loss of opportunity, or damages resulting from government agency decisions regarding whistleblower submissions.
• Knemonik makes no warranty that its blockchain forensics analysis is complete, exhaustive, or legally sufficient for any particular purpose, and the Client uses any deliverable at the Client's own risk.

8. Refunds and Cancellation

• Client cancellation before work commences: Full refund of advance payment, minus a $150 administrative processing fee.
• Client cancellation after work has commenced but before completion: Refund of the unused portion of the advance, minus actual hours worked at $250/hour and the $150 administrative fee.
• Knemonik-initiated termination for client breach: No refund of fees paid.
• Knemonik-initiated termination for force majeure or regulatory reasons: Pro-rata refund of unused fees.
• Whistleblower fixed fees: Non-refundable once evidence assembly has commenced.

9. Intellectual Property

Knemonik retains all intellectual property rights in its proprietary methodologies, software, algorithms, AI models, analytical frameworks, and templates. Deliverables (reports, data exports, evidence packages) produced specifically for the Client under this Agreement are licensed to the Client for internal use only upon full payment of fees. Client may not resell, republish, or commercially distribute Knemonik deliverables without prior written consent.

10. Confidentiality

Both Parties shall maintain strict confidentiality regarding all information exchanged in connection with this engagement, as governed by the executed Mutual NDA (which is hereby incorporated by reference). In the absence of a separately executed NDA, the confidentiality provisions of Knemonik's standard Terms of Service apply.

11. Term and Termination

This Agreement is effective from the date of execution and continues until the completion of the engagement or the termination of any ongoing subscription or retainer arrangement. Either Party may terminate for material breach upon 15 days written notice if the breach is not cured within that period. Knemonik may terminate immediately upon discovery of Client misrepresentation, sanctions violation, or any engagement that violates Knemonik's AML/KYC Policy.

12. Governing Law and Dispute Resolution

This Agreement is governed by the laws of the State of Delaware, United States of America, without regard to its conflict of law provisions. Any dispute arising from or related to this Agreement shall be finally resolved by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules, with proceedings held in Wilmington, Delaware. The arbitrator's award shall be final and binding and may be entered as a judgment in any court of competent jurisdiction. Either Party may seek emergency injunctive relief in a court of competent jurisdiction without waiving the right to arbitration.

13. Miscellaneous

• Entire Agreement: This Agreement, together with executed SOW, NDA, and Knemonik's Terms of Service, constitutes the entire agreement between the Parties.
• Amendments: Modifications require written consent from both Parties.
• Severability: If any provision is held invalid, the remaining provisions continue in full force.
• Waiver: Failure to enforce any provision does not waive the right to enforce it subsequently.
• Assignment: Client may not assign this Agreement without Knemonik's prior written consent. Knemonik may assign to a successor entity in connection with a merger or acquisition.