ESTABLE SPECIALIST AGREEMENT

This Agreement is between Estable Corporation, a Texas corporation ("Estable"), and the firm accepting it ("you", "your firm"). It takes effect the moment you accept it, and it governs your admission to the Estable marketplace and everything that follows from it.

Estable runs a membership marketplace. Member companies are on one side, referenced Specialist firms are on the other, and Estable sits between them as curator and coordinator. This Agreement covers your relationship with Estable: admission, dues, the payment covenant, confidentiality and data protection, non-circumvention, and intellectual property.

It does not govern the work itself. Each purchase or scoped project is a direct contract between the member and your firm, formed on the Standard Terms of Engagement at a recorded approval gate. Estable is not a party to that contract. Where this Agreement and the Standard Terms of Engagement both speak to a subject, the Standard Terms of Engagement govern that engagement, and this Agreement governs your relationship with Estable.

1. ADMISSION

1.1 Admission is selective and it is not exclusive. Estable admits firms at its discretion, on the strength of the work, a reference, and its own review.

1.2 No volume of work is guaranteed. Nothing here promises you a member, a job, or an amount of revenue.

1.3 You are admitted for the categories Estable clears you to work. You may ask for more at any time. You may not list or perform work outside the categories cleared to your firm.

1.4 You will keep the facts you gave at admission true. If ownership, control, insurance, licensing, or the people who actually perform the work change materially, tell Estable within fifteen days.

2. STANDARDS

2.1 You will follow the Governance and Ethics standards Estable publishes at estableco.com, as they stand from time to time.

2.2 You will comply with the law that applies to you, including anti-bribery, sanctions, export control, employment, and data protection law.

2.3 You will not subcontract any part of a member engagement without Estable's written consent. If consent is given, the subcontractor is held to every obligation in this Agreement and your firm remains fully responsible for the work and for the breach of anyone it brings in.

3. LISTINGS AND STOCK

3.1 You may offer items to Stock. Every listing carries the claim, the price, and the terms you set.

3.2 A listing reaches Stock only after a human at Estable reviews it. An edit to a listed item passes the same review before it is served again.

3.3 What you write in a listing must be true, and it must describe something your firm has actually built and can deliver again. Estable may ask for proof and may remove a listing it cannot verify.

3.4 You grant Estable a non-exclusive, royalty-free, worldwide licence to reproduce and display your firm name, marks, listing text, images, and description for the purpose of operating and marketing the marketplace. That licence lasts while you are listed and continues afterwards only in archived records and in materials already distributed.

4. HOW WORK REACHES YOU

4.1 Work reaches you after a member selects your firm and Estable grants a clearance for that job. Until the clearance is granted, the job is not yours and its details are not yours to see.

4.2 There is no bidding. A member's order is executed, and you are then notified to perform.

4.3 You may accept or decline any job. Declining is not a breach. Accepting is, from that moment, a commitment to the scope, the price, and the dates recorded on the work order.

4.4 Every binding moment passes a human gate at Estable. No engagement forms and no charge is made without a recorded human approval of scope, price, and counterparty.

5. PRICE AND THE FIFTEEN PERCENT

5.1 You set your price. Your price is what you are paid.

5.2 Estable's fee is added on top of your price and is capped at fifteen percent of it. On top, never out of it. You receive one hundred percent of your price.

5.3 The figure a member sees before purchase is the whole figure. Nothing further is added at settlement except taxes required by law.

5.4 You will not quote a member a different price for the same item outside the marketplace. See section 9.

6. DUES

6.1 There are no dues. Admission, listing, and continued standing cost your firm nothing. Estable is paid by the fifteen percent in section 5 and by its membership, and it will not introduce a fee on your firm without publishing a new version of this Agreement under section 18.

7. PAYMENT

7.1 Estable collects from members as your disclosed collection agent. A member's payment to Estable discharges that member's payment obligation to you.

7.2 Funds Estable collects that represent your price are collected for your account and are not Estable's money.

7.3 Estable pays you within thirty days after the later of these two moments: Estable receives cleared funds for the work, and the work order is closed at its sign-off gate. For work billed on a recurring period, Estable pays within thirty days after the end of the period in which the funds cleared.

7.4 Estable pays out of funds collected. If a member never pays, nothing is owed to you for that work, and Estable will tell you promptly and say what it is doing about it.

7.5 Estable may hold back or recover an amount reasonably needed to cover a refund, a chargeback, or a disputed charge on your work, and will account to you for it.

7.6 You are responsible for your own taxes. Estable does not withhold. You will provide the tax documentation Estable reasonably requires before the first payment.

7.7 If you believe a payment is wrong, tell Estable within ninety days of it. Both sides will work from the work order and the ledger, which is append-only.

8. THE WALL

8.1 You see only what a job requires. Never another member's work. Never commercial terms that are not yours. Never contact details outside a granted engagement.

8.2 The wall is enforced in the database and it is also an obligation of this Agreement. An attempt to reach around it is a breach, not merely a failed query.

8.3 You will not attempt to identify, aggregate, scrape, or infer information about members, other Specialist firms, or their work beyond what is granted to you.

9. NON-CIRCUMVENTION

9.1 For twenty-four months after Estable introduces you to a member, you will not contract with that member, directly or through another firm, for work of a kind you list or perform through the marketplace, except through Estable.

9.2 Section 9.1 does not apply to a relationship with that member which existed before the introduction and which you disclosed in writing at admission or within fifteen days of the introduction.

9.3 If you breach section 9.1, you will pay Estable fifteen percent of the value of the work, which is what Estable would have received had the work passed through the marketplace. The parties agree that this is a reasonable estimate of Estable's loss and not a penalty.

9.4 For twelve months after this Agreement ends, you will not solicit for employment any person who worked at Estable during the term. A public advertisement not aimed at that person is not solicitation.

10. CONFIDENTIALITY

10.1 Each side will protect the other's confidential information with at least the care it uses for its own, and will use it only to perform this Agreement.

10.2 Confidential information includes member identities and details, the terms of any engagement, Estable's methods, pricing, roster, and anything marked or reasonably understood to be confidential.

10.3 These obligations last for five years after this Agreement ends, and indefinitely for anything that is a trade secret.

10.4 Information that is public through no fault of yours, that you already had without duty, or that you develop independently is not covered. A disclosure required by law is permitted if you give Estable notice first, where the law allows it.

11. MEMBER DATA

11.1 Member data is the member's. You handle it only to perform the engagement it came from, and only for as long as that takes.

11.2 You will not use member data to train, fine-tune, evaluate, or improve any model, product, or dataset, and you will not disclose it to any third party for that purpose, without the member's written consent. A general-purpose model you merely operate on the data is permitted if the provider does not retain the data for training.

11.3 You will keep security controls appropriate to the data, including access control, encryption in transit, and a current record of who at your firm can reach it.

11.4 If you suffer a security incident affecting member data or Estable data, you will notify Estable at counsel@estableco.com within seventy-two hours of becoming aware of it, and you will cooperate fully with the response.

11.5 On the closing of an engagement, or on request, you will return or delete member data within thirty days and confirm that you have done so, keeping only what the law requires you to keep.

12. INTELLECTUAL PROPERTY

12.1 What your firm owned before an engagement stays yours. The system you packaged, its code, models, and methods, remain your property. Nothing in this Agreement assigns them to Estable or to a member.

12.2 What a member receives is the licence stated in the Standard Terms of Engagement for that engagement, and nothing more.

12.3 Estable's marks, site, software, standards, and the structure of the marketplace remain Estable's. You receive no licence to them beyond identifying yourself accurately as an Estable Specialist while you are listed.

12.4 You will not use a member's name, marks, or the fact of an engagement as a reference or in marketing without that member's written consent.

12.5 Feedback you give Estable about the marketplace may be used by Estable freely and without obligation.

13. YOUR STANDING PROMISES

You promise, each time you list an item and each time you accept a job, that:

13.1 your firm is properly organised and in good standing, and the person accepting has authority to bind it;

13.2 you have the right to license and deliver what you list, and it does not infringe anyone's intellectual property;

13.3 the work will be performed with the skill and care of a competent professional firm in your field;

13.4 you carry the licences, registrations, and permissions the work requires; and

13.5 what you have told Estable about your firm, your work, and your references is true.

14. AN INDEPENDENT FIRM

14.1 Your firm is an independent contractor. This Agreement creates no employment, partnership, joint venture, franchise, or agency relationship, except the collection agency stated in section 7.1, which runs in your favour.

14.2 Your people are yours. You are responsible for their pay, taxes, benefits, insurance, supervision, and conduct.

14.3 Neither side may bind the other or hold itself out as able to.

15. INSURANCE

15.1 You will carry, at your own cost, commercial general liability of at least $1,000,000 per occurrence and $2,000,000 in aggregate, professional liability including cyber and technology errors and omissions of at least $1,000,000 per claim, and workers' compensation as the law requires.

15.2 You will provide a certificate on request and will tell Estable if coverage lapses.

16. INDEMNITY AND LIABILITY

16.1 You will defend and indemnify Estable against third-party claims arising from your breach of this Agreement, your infringement of intellectual property, your handling of member data, or the acts of your people and subcontractors.

16.2 Estable will defend and indemnify you against third-party claims arising from Estable's own breach of this Agreement or its own infringement of intellectual property.

16.3 Neither side is liable to the other for indirect, incidental, special, or consequential damages, or for lost profits, under this Agreement.

16.4 Except for the obligations in 16.1 and 16.2, and for a breach of sections 8, 9, 10, or 11, each side's total liability under this Agreement is limited to the amounts Estable remitted to your firm in the twelve months before the claim.

16.5 Liability between you and a member for an engagement is governed by the Standard Terms of Engagement, not by this section.

17. SUSPENSION, DELISTING, AND ENDING THIS AGREEMENT

17.1 Estable may remove a listing, suspend your standing, or decline to grant further clearances at its discretion, and will tell you why.

17.2 Either side may end this Agreement on thirty days' written notice. Estable may end it immediately for a breach of sections 2, 8, 9, 10, or 11, or for conduct that puts a member or Estable's standing at risk.

17.3 Work orders open when this Agreement ends are finished under their own terms unless the member agrees otherwise, and payment for them is made under section 7.

17.4 Sections 5, 7, 8, 9, 10, 11, 12, 16, 17.3, 19, and 20 survive the ending of this Agreement.

18. AMENDMENT

18.1 A published version of this Agreement is never edited. An amendment is a new version, and it applies only going forward.

18.2 Estable will present a material amendment for your acceptance. If you do not accept it, your listings are withdrawn at the end of the notice period and open work orders are finished under 17.3.

19. ACCEPTANCE AND RECORD

19.1 You accept this Agreement electronically. Estable records the version, the exact text by its SHA-256 hash, the identity that accepted it, and the moment, in an append-only ledger.

19.2 That record is the evidence of your acceptance, and both sides agree it is admissible and is not to be challenged on the ground that it is electronic.

19.3 Nobody, including Estable, can un-sign an acceptance or change its date.

20. GENERAL

20.1 This Agreement is governed by the law of the State of Texas, without regard to its conflict of laws rules. The state and federal courts sitting in Bexar County, Texas have exclusive jurisdiction, and both sides consent to it and waive trial by jury.

20.2 You may not assign this Agreement without Estable's written consent. Estable may assign it to an affiliate or to a successor of its business.

20.3 Notices to Estable go to counsel@estableco.com. Notices to you go to the contact on your firm's record. Either side may change its address by notice.

20.4 If a provision is unenforceable, it is narrowed to what is enforceable and the rest stands.

20.5 A failure to enforce a provision is not a waiver of it.

20.6 This Agreement, the Governance and Ethics standards, and the Standard Terms of Engagement are the whole of the arrangement between you and Estable on this subject, and they replace anything said before.

20.7 There is no third-party beneficiary of this Agreement, except that a member may enforce sections 10, 11, and 12.4 as they relate to that member.

Estable Corporation

counsel@estableco.com