Operator Agreement

OpsAssembly Operator Participation Agreement

Effective Date: The date you accept these terms

This Operator Participation Agreement (“Agreement”) is entered into between OpsAssembly LLC (“OpsAssembly”) and you (“Operator”).

By checking the box indicating acceptance, you agree to be bound by the terms below.

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1. Purpose

OpsAssembly operates a curated network that introduces experienced operators to startups seeking operational, advisory, or transactional support.

OpsAssembly facilitates introductions only. OpsAssembly does not provide consulting, advisory, employment, staffing, brokerage, or transactional services and is not a party to any engagement between Operator and a startup.

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2. Independent Relationship

Operator participates as an independent professional.

Nothing in this Agreement creates an employment relationship, partnership, joint venture, fiduciary relationship, or agency between OpsAssembly and Operator.

Operator is solely responsible for:

• Negotiating and documenting engagement terms with startups
• Performing services
• Determining scope, fees, and compensation structure
• Taxes, insurance, and legal compliance

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3. Engagements

An “Engagement” means any commercial, advisory, consulting, fractional, employment-like, equity-based, transactional, or acquisition-related relationship between Operator and a startup that arises directly or indirectly from an introduction or facilitation by OpsAssembly, regardless of how the scope, role, or compensation structure may change over time.

For avoidance of doubt, an Engagement includes situations in which Operator (or an affiliate or entity controlled by Operator) acquires, merges with, or otherwise purchases all or a portion of the startup.

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4. OpsAssembly Participation Economics

In consideration for introductions and facilitation provided by OpsAssembly, Operator agrees to pay OpsAssembly a participation share equal to:

Five percent (5%) of all consideration paid, granted, or realized by Operator in connection with an Engagement, capped at twenty thousand dollars ($20,000) per Engagement.

The participation cap applies on a per-Engagement basis, regardless of the duration, evolution, or form of the Engagement.

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5. Consideration Definition

“Consideration” includes, without limitation:

• Cash fees, retainers, hourly payments, bonuses, stipends, or salary-like compensation
• Revenue share, profit share, commissions, or other performance-based compensation
• Success fees or transaction-based compensation
• Equity, options, warrants, profit interests, or similar instruments
• Acquisition consideration, including purchase price, earn-outs, rollover equity, or other value received in connection with an acquisition
• Any other form of economic value paid, granted, or realized by Operator

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6. Equity, Performance-Based, and Non-Cash Consideration

6.1 Equity and Non-Cash Compensation

Non-cash consideration (including equity or equity-like instruments) will be valued at its fair market value at the time of grant, based on:

• The most recent priced financing round, or
• A current 409A valuation, or
• A reasonable good-faith internal valuation if neither exists

OpsAssembly’s participation share for non-cash consideration is payable in cash.

6.2 Performance-Based Compensation

For performance-based compensation (including revenue share, profit share, commissions, or earn-outs), consideration is deemed received as and when amounts are paid or realized by Operator.

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7. Reporting and Attestation Obligations

Operator agrees to provide accurate, timely reporting to OpsAssembly regarding Engagements and related consideration.

7.1 Engagement Notice

Operator shall notify OpsAssembly within a reasonable period after:

• Entering into an Engagement
• Receiving or being granted consideration in connection with an Engagement

7.2 Periodic Attestation

Operator agrees to complete reasonable periodic attestation requests from OpsAssembly, which may be delivered via an online form, confirming:

• Whether consideration has been received or granted during the applicable period
• The amount and form of such consideration

Such attestations may be requested monthly or at other reasonable intervals while participation obligations remain outstanding.

7.3 Supporting Information

OpsAssembly may request limited supporting information reasonably necessary to validate reported consideration. OpsAssembly will not require full financial statements or access to Operator’s books except as provided below.

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8. Payment

Amounts owed to OpsAssembly must be paid within thirty (30) days of invoice.

OpsAssembly’s invoices will be based on Operator’s reported consideration and attestation. Operator remains responsible for payment even if reporting is delayed or incomplete.

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9. Audit Rights

OpsAssembly retains the right, upon reasonable notice and during normal business hours, to audit Operator’s records solely as necessary to verify compliance with this Agreement.

Audits shall be conducted in a commercially reasonable manner and no more frequently than reasonably necessary.

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10. Non-Circumvention

For a period of twenty-four (24) months following an OpsAssembly-facilitated introduction, Operator agrees not to circumvent OpsAssembly by entering into an Engagement with the introduced startup (or its affiliates, successors, or related entities) without satisfying the participation obligations set forth in this Agreement.

This obligation applies regardless of whether OpsAssembly remains involved after the initial introduction and regardless of changes in role, scope, or engagement structure.

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11. Confidentiality

Operator agrees to keep confidential all non-public information received from OpsAssembly or startups in connection with the network, except as required to pursue or perform an Engagement.

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12. No Exclusivity

Participation in OpsAssembly is non-exclusive. Operator may pursue other opportunities, provided such activities do not violate this Agreement.

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13. Term and Termination

This Agreement remains in effect until terminated by either party upon written notice.

Termination does not relieve Operator of payment, reporting, audit, or non-circumvention obligations arising from introductions made prior to termination.

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14. Modifications

OpsAssembly may revise participation economics for future introductions by written notice. Any changes will not apply retroactively to existing Engagements.

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15. Governing Law

This Agreement is governed by the laws of the State of North Carolina, without regard to conflict-of-law principles.