Consulting Agreement Template (Ireland)

CONSULTING AGREEMENT

Ireland · Governed By Irish Law

This Consulting Agreement ("Agreement") is entered into as of 15 April 2026 by and between Shannon Healthcare Holdings Ltd. (the "Client") and Fitzpatrick Strategy Group Ltd. (the "Consultant"). The parties agree as follows:

The Client retains the Consultant to provide the following consulting services (the "Services"):

Strategic review of organisational structure, patient flow optimisation, and preparation of a five-year operational strategy for two regional hospitals. Includes stakeholder interviews, benchmarking against equivalent HSE facilities, gap analysis, and board-level presentation.

Key Deliverables:
1. Current-state assessment report 2. Stakeholder interview findings (anonymised) 3. Benchmarking report with peer comparisons 4. Draft five-year operational strategy 5. Board presentation pack (PowerPoint + executive summary) 6. Post-submission QandA support (up to 5 hours)

The Consultant shall perform the Services with the care, skill, and diligence of a qualified professional consultant having expertise in the relevant field, in accordance with section 39 of the Sale of Goods and Supply of Services Act 1980 (SGSS 1980). The Consultant shall be free to perform the Services at such times and in such manner as the Consultant thinks fit, subject to the agreed milestones and deliverables.

This Agreement shall commence on 15 April 2026 and shall continue until 31 October 2026, unless earlier terminated in accordance with the termination provisions below. Any extension of the Term shall be agreed in writing by both parties.

The Client shall pay the Consultant: Fixed engagement fee of EUR 85,000.00, payable Net 30 Days from Invoice on receipt of a valid invoice. All fees are exclusive of VAT. The Consultant's VAT registration number is IE7654321V; VAT shall be charged at the applicable rate on all invoices. Interest on overdue amounts shall accrue at the European Central Bank reference rate plus eight per cent (8%) per annum in accordance with the European Communities (Late Payment in Commercial Transactions) Regulations 2012 (S.I. No. 580/2012), from the due date to the date of actual payment. Expenses: The Client shall reimburse pre-approved, documented expenses up to a maximum of EUR 1,500.00 per month. Claims must be supported by VAT receipts and submitted with the relevant invoice.

Upon submission of any deliverable, the Client shall have ten (10) business days to review and either (a) confirm acceptance in writing, or (b) provide a written notice of specific deficiencies. Absence of written notice within such period shall constitute deemed acceptance. The Consultant shall remedy material deficiencies at no additional cost within a reasonable time. Accepted deliverables shall not be subsequently contested unless a material latent defect not reasonably discoverable on review emerges.

The Consultant is engaged as an independent contractor. Nothing in this Agreement shall be construed to create an employment relationship, joint venture, partnership, or agency between the parties. The parties acknowledge the five-question employment status test established by the Irish Supreme Court in Revenue Commissioners v Karshan (Midlands) Ltd t/a Domino's Pizza [2023] IESC 24, and confirm that, applying that test, the engagement is intended to be one of self-employment: (a) the Consultant provides personal services in exchange for fees; (b) the Consultant has a substantive right of substitution (Clause below); (c) the Client does not exercise day-to-day control over the Consultant; and (d) the Consultant bears the financial risk of the engagement and is free to provide services to other clients. The Consultant is solely responsible for all tax obligations, including income tax, USC, PRSI, and VAT, arising from payments under this Agreement in accordance with the Taxes Consolidation Act 1997 (TCA 1997) and the Revenue Code of Practice on Determining Employment Status (2021, as updated post-Karshan). The Consultant shall not be entitled to any employee benefits, holiday pay, sick pay, or statutory entitlements under the Organisation of Working Time Act 1997, the Unfair Dismissals Act 1977, or any other employment legislation. If any Revenue, DSP or WRC authority subsequently determines that an employment relationship exists, the Consultant shall indemnify the Client for any PAYE, PRSI and associated penalties.

Subject to the prior written consent of the Client (such consent not to be unreasonably withheld), the Consultant may engage a competent and equivalently qualified substitute or sub-consultant to perform all or any part of the Services. The Consultant shall remain principally responsible for the performance of the Services to the standards required by this Agreement, and shall procure that any substitute is bound by confidentiality and IP obligations no less protective than those in this Agreement. This right of substitution is a substantive right (and not merely theoretical) and reflects the principles established in Karshan [2023] IESC 24 at Question 2 of the Supreme Court's five-question test for employment status.

The Consultant shall maintain in force throughout the Term, and for a period of not less than two (2) years after termination, a professional indemnity insurance policy from a reputable insurer authorised to carry on business in Ireland, with a minimum limit of indemnity of EUR 1,000,000 per occurrence (or such higher amount as the Client may reasonably require in writing). The Consultant shall provide evidence of such insurance upon request. Failure to maintain required insurance shall constitute a material breach of this Agreement.

Each party shall hold in strict confidence all non-public information of the other party (including business strategies, client lists, financial data, personnel information, and technical know-how) disclosed in connection with this Agreement ("Confidential Information"). Each party shall: (a) use the Confidential Information only for purposes of this Agreement; (b) not disclose Confidential Information to any third party without prior written consent; and (c) protect Confidential Information with at least the same degree of care as it applies to its own confidential information, but no less than reasonable care. This obligation shall survive termination of this Agreement and continue for 5 years following termination. The obligation does not apply to information that is publicly available through no fault of the receiving party, was lawfully known prior to disclosure, or is required to be disclosed by law or court order (after reasonable prior notice).

All deliverables, reports, recommendations, analyses, presentations, data, and other materials created by the Consultant in performance of this Agreement (the "Deliverables") shall, upon creation, vest in and become the sole and exclusive property of the Client. The Consultant hereby assigns to the Client with full title guarantee all intellectual property rights in the Deliverables, including copyright under the Copyright and Related Rights Act 2000 (CRRA 2000), by way of present assignment of future copyright where necessary. The Consultant retains ownership of any pre-existing methodologies, tools, frameworks, or background IP and grants the Client a non-exclusive, royalty-free, perpetual licence to use such background IP to the extent embedded in the Deliverables.

To the extent the Consultant processes personal data on behalf of the Client in performing the Services, the following terms constitute a Data Processing Agreement in compliance with Article 28 of the EU General Data Protection Regulation (Regulation (EU) 2016/679) and the Data Protection Act 2018 (DPA 2018): (a) the Consultant (as "Processor") shall process personal data only on documented instructions from the Client ("Controller") and not for any purpose of its own; (b) the Processor shall implement appropriate technical and organisational security measures under GDPR Art. 32, including pseudonymisation, access controls, and encryption where appropriate; (c) the Processor shall not appoint sub-processors without the Controller's prior written authorisation; (d) the Processor shall promptly assist the Controller in responding to data subject rights requests under GDPR Arts. 15–22; (e) the Processor shall not transfer personal data outside the European Economic Area without adequate safeguards in accordance with GDPR Chapter V; (f) upon termination, the Processor shall delete or return all personal data in its control within thirty (30) days, unless required by law to retain it; (g) the Processor shall notify the Controller without undue delay (and within 72 hours where feasible) of any personal data breach under GDPR Art. 33; and (h) the Processor shall make available all information necessary to demonstrate compliance and allow for audits by the Controller or the Data Protection Commission. Both parties acknowledge their respective roles as Controller and Processor and shall cooperate to fulfil obligations to the Data Protection Commission established under the DPA 2018.

Disclosure. The Consultant discloses that artificial intelligence systems (including, without limitation, large language models, code-generation assistants, data analytics models and automated drafting tools) may be used in performing the Services. The Consultant shall, on request, identify the categories of AI systems used and the nature of their use.

Compliance. Where the Consultant uses AI systems in performing the Services, the Consultant shall: (a) comply with the EU AI Act (Regulation (EU) 2024/1689), including the Article 5 prohibitions on manipulative, exploitative and social-scoring systems, and, where applicable, the high-risk obligations under Title III and Annex III; (b) comply with the Irish Regulation of Artificial Intelligence Bill 2026 once enacted, and with any guidance issued by the AI Office of Ireland or other designated national competent authority; (c) maintain reasonable records of AI use sufficient to demonstrate compliance with Article 12 of the AI Act; and (d) where any AI output materially supports a decision producing legal or similarly significant effects concerning the Client or its personnel, provide meaningful human oversight in accordance with Article 14 of the AI Act and not present the AI output as professional advice without the Consultant's own review.

Confidentiality of Client Data in AI Systems. The Consultant shall not input, upload or otherwise expose any of the Client's Confidential Information or personal data to a third-party AI system whose terms of service permit the retention, indexing, fine-tuning or training use of such data, without the Client's prior written consent. Enterprise-tier AI systems with contractual exclusions from retention and training use are permitted, provided the Consultant retains documentary evidence and produces it on request.

Liability for AI Output. The Consultant remains professionally responsible for all Services and Deliverables, including those produced with the assistance of AI systems, as if produced without such assistance. The use of AI does not reduce the standard of care set out in Clause 1 above.

Conflict of Interest: The Consultant shall promptly disclose to the Client in writing any actual or potential conflict of interest that arises before or during the engagement, including any engagement for a competitor of the Client or any personal or financial interest in the outcome of the Services. Upon disclosure, the parties shall agree in good faith on how to manage or eliminate the conflict. The Consultant confirms that as of the Effective Date, no such conflict exists to their knowledge.
Non-Solicitation: During the Term and for a period of twelve (12) months following termination of this Agreement, the Consultant shall not, directly or indirectly: (a) solicit, approach, or accept business from any client, customer, or prospective client of the Client with whom the Consultant had contact or obtained knowledge of in connection with this engagement; or (b) solicit, recruit, or induce any employee, officer, or contractor of the Client to leave their engagement. The parties acknowledge that these restrictions are reasonable and proportionate to protect the Client's legitimate business interests under Irish common law principles.
Non-Competition: During the Term and for a period of six (6) months following termination of this Agreement, the Consultant shall not, directly or indirectly, accept any engagement or employment in the Republic of Ireland that involves providing consulting services materially similar to the Services to a direct competitor of the Client in the same sector and on the same subject matter as this engagement. The parties acknowledge, in line with Murgitroyd and Company Ltd v Purdy [2005] IEHC 159 and Net Affinity Ltd v Conaghan [2011] IEHC 160, that this restriction is reasonable in scope, duration and geographic reach, and necessary to protect the Client's legitimate proprietary interest in confidential strategic information acquired during the engagement. Nothing in this clause shall prevent the Consultant from working for clients in unrelated sectors or in any geography outside the Republic of Ireland.
Return of Materials: Within 14 days of termination of this Agreement, the Consultant shall return to the Client (or, at the Client's election, destroy and certify destruction of) all Client documents, data, files, records, correspondence, work-in-progress and other materials in any medium (including electronic copies and back-ups) that contain or reference the Client's Confidential Information or personal data. The Consultant may retain one (1) archive copy solely to comply with mandatory record-keeping obligations under regulation 21A of the European Union (Anti-Money Laundering: Beneficial Ownership of Corporate Entities) Regulations 2019, professional indemnity insurance requirements, or other applicable Irish law.

EXCLUSION OF INDIRECT LOSS: Neither party shall be liable for any indirect, special, consequential, or punitive loss or damage, including loss of profit, loss of revenue, loss of data, or loss of goodwill, howsoever arising, whether in contract, tort (including negligence), or otherwise. This exclusion shall not apply to losses caused by fraud, wilful misconduct, or death or personal injury caused by negligence. LIABILITY CAP: The Consultant's total aggregate liability arising under or in connection with this Agreement shall not exceed the total fees actually paid by the Client under this Agreement. MUTUAL INDEMNITY: Each party shall indemnify the other against losses, claims, and reasonable legal costs arising from: (a) its own material breach of this Agreement; or (b) its own negligence or wilful misconduct; or (c) any claim that materials or information it provided infringe a third party's intellectual property rights.

Neither party shall be in breach of this Agreement or liable for delay or failure to perform any obligation to the extent caused by circumstances beyond that party's reasonable control, including acts of God, government action, pandemic, severe weather, fire, or failures of third-party systems (a "Force Majeure Event"). The affected party shall: (a) notify the other party in writing within five (5) business days; (b) use reasonable endeavours to mitigate the impact; and (c) resume performance as soon as reasonably practicable. If a Force Majeure Event continues for more than thirty (30) days, either party may terminate this Agreement on written notice, with payment due for Services already rendered.

For Convenience: Either party may terminate this Agreement without cause by providing 30 days' written notice to the other. For Cause: Either party may terminate with immediate effect by written notice if the other: (a) commits a material breach and fails to remedy it within fourteen (14) days of written notice; (b) becomes insolvent, enters examinership, receivership, or liquidation under the Companies Act 2014 (CA 2014); or (c) commits an act that brings the other party into material disrepute. Consequences: On termination, the Client shall pay all fees and approved expenses accrued to the effective date. The Consultant shall promptly deliver all work product and Client materials in its possession. Clauses relating to intellectual property, confidentiality, liability, and dispute resolution shall survive termination.

Any dispute, controversy, or claim arising out of or in connection with this Agreement, including any question regarding its existence, validity, breach, or termination, shall be finally resolved by binding arbitration in Dublin, Ireland, in accordance with the Arbitration Act 2010 (which gives effect to the UNCITRAL Model Law on International Commercial Arbitration as amended in 2006). The arbitration shall be before a sole arbitrator agreed by the parties or, failing agreement within 30 days, appointed by the President of the Law Society of Ireland. The seat of arbitration shall be Ireland; proceedings shall be in English; the applicable law shall be Irish law. The arbitrator's award shall be final, binding, and enforceable as a judgment of the Irish courts. This clause shall not prevent either party from seeking urgent injunctive or interlocutory relief from the High Court of Ireland.

Any claim, action or proceeding arising out of or relating to this Agreement, whether in contract, tort, or otherwise, must be commenced within six (6) years from the date the cause of action accrued (or, in the case of latent damage, from the date of knowledge), in accordance with the Statute of Limitations 1957 (as amended by the Statute of Limitations (Amendment) Acts 1991 and 2000). Any claim not commenced within that period shall be time-barred. Nothing in this clause extends or reduces any statutory limitation period.

This Agreement shall be governed by and construed in accordance with the laws of Ireland, without regard to its conflict of laws principles. The parties agree that Irish courts shall have jurisdiction over any dispute not resolved through the agreed dispute resolution mechanism.

This Agreement may be executed by electronic signature. Electronic signatures are legally binding and enforceable under section 13 of the Electronic Commerce Act 2000 and the eIDAS Regulation (EU) No. 910/2014 and shall have the same legal effect as a handwritten signature.

Entire Agreement: This Agreement constitutes the entire agreement between the parties with respect to its subject matter, superseding all prior discussions, representations, and understandings (whether oral or written). Variation: No amendment or modification shall be effective unless made in writing and signed by both parties. Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect. Waiver: No failure to exercise or delay in exercising any right under this Agreement shall constitute a waiver of that right. Assignment: The Consultant may not assign, sub-contract, or delegate any obligation under this Agreement without the prior written consent of the Client. Notices: All notices under this Agreement shall be in writing, delivered by registered post or email with read-receipt confirmation to the registered addresses set out above. Counterparts: This Agreement may be signed in one or more counterparts, each of which shall be deemed an original.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date indicated.