AGREEMENT FOR ADVISORY SERVICES

This Agreement for Advisory Services (the “Agreement”) is entered into as of 12/11/2024 (the “Effective Date”), by and between Ayah (“Client”) and Jacob Lill, an individual (“Advisor”) (collectively, the “Parties”).

WHEREAS, the Client desires to engage the Advisor to provide advisory services in accordance with the terms and conditions of this Agreement, and the Advisor is willing to provide such services to the Client;

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

1. Services

1.1 Scope of Services

The Advisor shall provide the following consulting services to the Client:

1. Organizational Design and Strategic Development
   • Design organizational structures focused on optimizing patient experience, ensuring safety, security, and maintaining anonymity.
   • Create multiple operational models analyzing varying levels of complexity, associated costs, and risk exposure.
2. Patient Journey Analysis and Persona Development
   • Conduct in-depth mapping of the complete patient journey, encompassing stages from initial awareness to long-term engagement.
   • Develop five or more detailed patient personas to identify unique characteristics and craft targeted communication strategies.
3. Supply Chain and Process Optimization
   • Analyze and map the supply chain from the initial spore stage through to patient consumption.
   • Formulate risk mitigation strategies and process enhancements to ensure seamless and secure operations.
4. Enhanced Patient Experience Framework
   • Design and implement comprehensive patient communication, onboarding processes, educational resources, personal development pathways, and product development protocols.
   • Develop systems that foster continuous engagement and positive patient outcomes.
5. Payment and Security Systems
   • Establish robust payment systems with multiple redundancies to ensure uninterrupted service and compliance with applicable laws.
   • Implement advanced security measures, anonymity protocols, and reward structures to maintain patient trust and satisfaction.
6. Application and Membership Systems Development
   • Create systems for new patient applications, including reward, approval, and reputation mechanisms.
   • Design affiliate and gifting systems to enhance user acquisition and engagement.
7. Membership and Technology Integration
   • Develop tiered membership structures with features tailored to different levels of engagement.
   • Integrate NFTs and cryptocurrency to offer exclusive benefits, enhance security, and generate excitement.
   • Develop strategic rollout plans to deliver continuous engagement and a “wow” factor for patients and members.

2. Compensation

2.1 Fees and Payment Terms

2.1.1 Consulting Services

• Hourly Rate: Consulting services are billed at $500 per hour.
• Initial Retainer: A non-refundable retainer of $20,000 is required to commence the engagement. This retainer secures the Advisor’s availability and commitment to the project.
• Bonus Hours: The initial retainer includes a one-time 20% bonus in consulting hours. You will receive 48 hours of consulting services for the price of 40 hours.

2.1.2 Software Development Services

• Discount on Development Fees: Should you choose to proceed with software development services, a 20% discount on all consulting fees paid will be applied to the final payment for the software development project.

2.2 Payment Schedule

• Retainer Payment: The initial retainer of $20,000 is due upon acceptance of this Agreement and prior to the commencement of services.
• Ongoing Invoicing: Additional consulting hours beyond the retainer will be invoiced monthly, with detailed timesheets provided.
• Payment Terms: All invoices are payable within 30 days of receipt. Accepted payment methods include bank transfer and check.

2.3 Additional Expenses

• Reimbursable Expenses: Any pre-approved expenses incurred during the course of the project (e.g., travel, special materials) will be invoiced at cost and included in the monthly invoices.

2.4 Late Payments

• Interest on Overdue Invoices: Late payments are subject to an interest charge of 1.5% per month on the outstanding balance until paid in full.

2.5 Modification of Fees

• Rate Adjustments: Any changes to the fee structure will be discussed and agreed upon in writing by both Parties before implementation.

2.6 Termination Clause

• Refund Policy: The initial retainer is non-refundable. In the event of termination, fees for services rendered beyond the retainer will be calculated based on the standard hourly rate.
• Unused Bonus Hours: Any unused bonus hours included in the initial retainer will be forfeited upon termination and are non-transferable.

3. Confidentiality

3.1 Non-Disclosure of Advisor’s Identity

The Client agrees not to disclose, reference, or mention the Advisor’s name or proprietary technologies without prior written authorization. Unauthorized disclosure will result in termination of this Agreement and immediate payment of any remaining balance.

3.2 Proprietary Information

All code, technology, and processes used remain the exclusive property of the Advisor. The Client is granted a limited, lifetime license for use but cannot modify or distribute the underlying technology.

3.3 Confidential Information

Any confidential information exchanged during the course of this Agreement shall remain confidential and shall not be disclosed to any third party, except as required by law or with the prior written consent of the other Party.

4. Intellectual Property

All rights, title, and interest in any intellectual property owned by either Party shall remain the property of that Party. Nothing in this Agreement shall be construed to transfer ownership of any intellectual property rights between the Parties.

5. Representations and Warranties

The Advisor represents and warrants that he is not a financial advisor or lawyer. The Advisor is an artist, developer, and individual with relevant experience. The Parties acknowledge that the Advisor is providing services on an “as is” basis and makes no warranties or representations as to the outcome or success of his advice.

6. Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of Colorado, without regard to its conflict of law provisions. Any dispute arising out of or in connection with this Agreement shall be resolved through good faith negotiations between the Parties or, if necessary, through binding arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules.

7. Entire Agreement

This Agreement constitutes the entire understanding between the Parties with respect to its subject matter and supersedes all prior agreements, representations, and understandings, whether oral or written.

8. Amendments

This Agreement may only be amended in writing signed by both Parties.

9. Notices

All notices and other communications under this Agreement (“Notices”) must be in writing and addressed to the Parties at the addresses set forth below (or at such other address as a Party may specify in a Notice):

If to Client:

Name: Ayah
Email:
Attention:

If to Advisor:

Name: Jacob Lill
Email: jacob.lill@me.com

All Notices must be delivered by personal delivery, nationally recognized overnight courier, certified or registered mail (return receipt requested, postage prepaid), or email (with confirmation of transmission).

10. Waiver

No waiver by any Party of any provision of this Agreement shall be effective unless explicitly set forth in writing and signed by the Party waiving the provision. No waiver shall operate or be construed as a waiver of any subsequent breach.

11. Severability

If any provision of this Agreement is held to be invalid, illegal, or unenforceable, such provision shall be modified to the minimum extent necessary to make it valid and enforceable. If such modification is not possible, the provision shall be severed, and the remaining provisions shall remain in full force and effect.

12. Counterparts

This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together constitute one and the same Agreement. A signed copy delivered by facsimile, email, or other electronic means shall have the same legal effect as delivery of an original signed copy.