Master Services Agreement

This Master Services Agreement (the “Agreement”) is entered into by and between Unit 8883 (“Company”), a South Carolina business with its principal office at 25 Goldsmith St, Greenville, SC 29609, and the Client named in the SOW (“Client”), whose details are set forth in the applicable Statement of Work (“SOW”). This Agreement is effective as of the start date specified in the SOW (“Effective Date”). Company and Client are each a “Party” and collectively the “Parties.”

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1. Scope of Services and SOW

1.1 Services and SOW: Company will provide the software-as-a-service and related services (“Services”) to Client as described in one or more SOWs executed by the Parties. Each SOW shall reference this MSA and, together with this Agreement, forms a single Agreement governing the Parties’ relationship. The SOW will detail the Scope of Services, service descriptions, project start date, pricing, and other project-specific terms, and is incorporated herein by reference. Company is not obligated to perform any services not expressly included in the SOW. If there is a conflict between this MSA and an SOW, the SOW’s express terms will govern for that SOW.

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1.2 Changes in Scope: Any changes or additions to the scope of Services must be agreed in writing by both Parties. If Client requests or requires work that is not covered by the SOW or that exceeds the scope of Services defined in the SOW, the Parties shall negotiate in good faith a written change order (including any impact on fees or schedule) before such work is performed. If the actual scope of Services materially exceeds what was originally defined in the SOW and the Parties are unable to resolve the disagreement or execute a change order, Company may terminate the affected SOW (or this Agreement) upon written notice to Client. In such event, Client shall pay Company for the Services performed up to the termination date.

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2. Term of Agreement

2.1 Initial Term: The term of this Agreement shall commence on the Effective Date (as defined in the SOW) and continue for an initial period of two (2) years (“Initial Term”).

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2.2 Renewal Term: Upon expiration of the Initial Term, this Agreement will automatically renew for successive two (2) year renewal terms (each a “Renewal Term”) unless either Party provides written notice of non-renewal at least sixty (60) days before the end of the then-current term. Thus, the Agreement will continue to renew for additional 2-year periods on the same terms and conditions, unless timely notice of intent not to renew is given by either Party.

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2.3 Termination for Cause: Either Party may terminate this Agreement (and any or all SOWs) before the end of the term for cause if the other Party materially breaches this Agreement or an SOW and fails to cure such breach within thirty (30) days after receiving written notice describing the breach. If the breach is not curable or is not cured within the cure period, the non-breaching Party may terminate upon written notice. For the avoidance of doubt, a failure to pay fees when due, or a breach of Section 5 (Confidentiality) or Section 8 (Intellectual Property) shall be considered a material breach. In addition, either Party may terminate immediately upon written notice if the other Party (a) becomes insolvent, makes an assignment for the benefit of creditors, or is the subject of a bankruptcy or receivership proceeding, or (b) ceases to do business in the ordinary course.

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2.4 Termination for Scope Disagreement: Company may terminate this Agreement or any SOW upon written notice if, as described in Section 1.2, the required Services fundamentally exceed the agreed scope and the Parties cannot agree on modifying the scope or fees. The Parties acknowledge this right is necessary to prevent indefensible scope expansion. Prior to such termination, Company will make good faith efforts to resolve the scope dispute through discussion or escalation with Client’s management. If the issue remains unresolved, Company may issue a notice of termination citing this provision.

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2.5 Effects of Termination: Upon expiration or termination of this Agreement or a specific SOW: (a) Company will cease providing the Services, and Client’s right to access or use the SaaS Services will end; (b) Client shall pay all outstanding fees for Services rendered up to the effective termination date (and, in the case of an early termination by Company for Client’s breach, Client shall also immediately pay any unpaid fees that would have been payable for the remainder of the then-current term of each terminated SOW); and (c) each Party shall promptly return or destroy the other Party’s Confidential Information as required by this Agreement. Termination of this Agreement will not affect any provisions which by their nature are intended to survive (such as payment obligations, confidentiality, IP ownership, indemnities, and liability limitations).

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2.6 No Further Liability: Except for payment obligations and as otherwise expressly provided in the Agreement, neither Party will be liable to the other for any termination permitted under this Agreement, and neither Party shall owe any termination penalty or fee (aside from fees for Services already performed or delivered). Client is responsible for exporting or retrieving its data from the Company’s systems prior to termination or expiration; thereafter, Company may delete Client’s data in accordance with its data retention policy.

3. Fees, Invoicing and Payment

3.1 Fees and SOW Pricing: Client will pay the fees for the Services as set out in each SOW or order form. The SOW will specify whether fees are subscription-based, fixed, or time-and-materials, and any related payment schedule or milestones. Unless otherwise stated in the SOW, all subscription or recurring service fees are billed monthly in advance and are due upon receipt. Usage-based or one-time fees (if any) may be billed in arrears as applicable.

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3.2 Invoicing: Company will invoice Client for Services in accordance with the billing frequency or milestones defined in the SOW (e.g. monthly, quarterly, or upfront for the initial term). All invoices are payable in U.S. Dollars and due upon receipt by Client, unless a specific due date is stated. Client shall be responsible for providing accurate billing contact information and notifying Company of any changes to billing details.

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3.3 Late Payments: If any undisputed invoice remains unpaid beyond 30 days from receipt, Company reserves the right to charge interest on the overdue amount at the rate of 1.5% per month (or the highest rate permitted by law, if lower) from the due date until paid. In addition, if Client’s payment is more than 30 days late, Company may, after providing at least 7 days prior written notice and opportunity to cure, suspend the Services until payment is made, without waiving Company’s right to terminate for breach. Client will reimburse Company for any costs of collection (including reasonable attorneys’ fees) incurred in pursuing overdue payments.

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3.4 Taxes: All fees are exclusive of any sales, use, value-added, withholding, or similar taxes or duties. Client is responsible for any such taxes (excluding taxes on Company’s net income) imposed by applicable law on the Services or payments under this Agreement. If Client is required by law to deduct or withhold taxes from a payment, Client shall gross-up the payment such that Company receives the full amount invoiced.

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3.5 No Offsets: All payments shall be made in full without any right of set-off, deduction, or counterclaim, except for amounts disputed in good faith. If Client disputes any portion of an invoice, Client must notify Company in writing within fifteen (15) days of the invoice date, identify the disputed amount and provide the reasons. The Parties will work in good faith to resolve invoice disputes promptly. Client shall timely pay the undisputed portion of the invoice.

4. Intellectual Property Rights

4.1 Company IP Ownership: Unit 8883 (Company) retains all right, title, and interest in and to the software, platform, and technology used to provide the Services, including without limitation all AI models, algorithms, code, processes, documentation, and enhancements thereof, and all associated intellectual property rights. Except for the limited rights expressly granted to Client in this Agreement or an SOW, no rights or licenses to Company’s intellectual property are conferred to Client. Client acknowledges that the SaaS platform, including all updates, derivatives, and component modules, are proprietary to Company and contain valuable trade secrets. Company’s names, logos, and product names are trademarks of Company, and no right or license is granted to use them except as needed for use of the Services.

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4.2 Client Data Ownership: Client retains all right, title, and interest, including all intellectual property rights, in and to all data, content, materials and information that Client provides or makes available to Company or inputs into the Service (“Client Data”). As between the Parties, Client exclusively owns all rights in Client’s Confidential Information and Client Data, regardless of whether such data is stored or processed through the Services. Company shall acquire no ownership rights in Client Data. If and to the extent any derivative works or modifications of Client Data are created by Company in the course of providing the Services, all such derivative works shall be deemed part of Client Data and owned by Client.

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4.3 License to Client Data: Client grants Company a non-exclusive, worldwide, royalty-free license to host, use, copy, process, transmit, and display Client Data solely as necessary to provide the Services to Client and fulfill Company’s obligations under this Agreement. Company will only use Client Data for these purposes and in accordance with Section 5 (Confidentiality) and any data protection laws or policies that apply. Except for this limited license, Company has no other rights in or to Client Data. Upon termination of the Agreement, Company shall, at Client’s election, return or destroy Client Data in its possession or control, except as required to be retained for legal compliance or archival backup, and subject to Company’s data deletion policy.

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4.4 Feedback: Client may provide suggestions, enhancement requests, or other feedback to Company related to the Services (“Feedback”). Such Feedback is voluntary. Company shall be free to use and incorporate any Feedback into its products and services, without obligation to Client, and any improvements or modifications based on Feedback shall be owned by Company. Client hereby grants Company a worldwide, perpetual, irrevocable license to use and exploit Feedback for any purpose.

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4.5 Third-Party Components: If the Services include any third-party software, open-source components, or APIs, Company grants or passes through to Client any license rights to use those components that are necessary for Client’s use of the Services as intended. All such third-party materials remain the property of their respective owners and may be subject to additional license terms. Company represents that it has the rights to include any third-party materials it provides as part of the Services.

5. Confidentiality

5.1 Definition: “Confidential Information” means any non-public or proprietary information disclosed by one Party (“Disclosing Party”) to the other Party (“Receiving Party”) in connection with this Agreement that is either identified as confidential at the time of disclosure or should reasonably be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information of a Party includes, without limitation, business plans, product designs, financial data, customer data, software (including the Service and Documentation in the case of Company), algorithms, trade secrets, and any other information marked or otherwise identified as confidential. Client’s Confidential Information includes Client Data. Company’s Confidential Information includes the software and technology underlying the Services.

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5.2 Protection of Information: Each Party agrees to hold in confidence and not disclose any Confidential Information of the other Party to any third party without the Disclosing Party’s prior written consent. The Receiving Party shall use the same degree of care to protect the secrecy of Confidential Information as it uses to protect its own confidential information of like nature, but in no event less than a reasonable standard of care. Each Party may disclose the other’s Confidential Information only to its employees, contractors, or advisors who need to know it for the purposes of this Agreement and who are bound by confidentiality obligations at least as restrictive as those herein. The Receiving Party shall be responsible for any breach of confidentiality by its personnel or representatives.

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5.3 Permitted Disclosures: The obligations in this Section will not apply to information that the Receiving Party can demonstrate by written record: (a) is or becomes public knowledge through no wrongful act or breach of any obligation by the Receiving Party; (b) was already known to the Receiving Party, free of any confidentiality obligations, before disclosure by the Disclosing Party; (c) is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information; or (d) is lawfully obtained from a third party who had the right to disclose it without restriction. In addition, a Receiving Party may disclose Confidential Information if required by a valid court order, law, or governmental regulation, provided that the Receiving Party (if legally permissible) gives prompt written notice to the Disclosing Party and reasonably cooperates (at the Disclosing Party’s expense) with any efforts to limit or protect the disclosure (for example, seeking a protective order).

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5.4 Return or Destruction: Upon the disclosing Party’s written request or upon termination of this Agreement, the Receiving Party shall promptly return or destroy (at the Disclosing Party’s election) all materials embodying Confidential Information of the Disclosing Party, and certify in writing that it has done so, except that the Receiving Party may retain one archival copy of the Confidential Information solely for legal or compliance purposes. Any retained Confidential Information remains subject to the confidentiality obligations of this Agreement.

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5.5 Confidentiality of Agreement: The Parties may disclose the existence of this Agreement, but the specific terms and conditions (including pricing) are considered Confidential Information. Each Party agrees not to disclose the terms of this Agreement to any third party without the other Party’s prior written consent, except (i) to its legal counsel, accountants, or advisors who are bound by confidentiality, (ii) in connection with due diligence for a financing or acquisition (under a duty of confidentiality), or (iii) as required by law or regulations (e.g. in a securities filing, with prior notice to the extent practicable).

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5.6 Duration: The confidentiality obligations in this Section 5 shall commence on the Effective Date and continue for a period of five (5) years after the expiration or termination of this Agreement, except with respect to any trade secrets (as defined by applicable law) which shall be protected for so long as they qualify as trade secrets.

6. Representations and Warranties

6.1 By Company: Company represents and warrants that: (a) it has the requisite corporate power and authority to enter into and perform this Agreement; (b) the Services will be performed in a professional and workmanlike manner, by personnel with appropriate skills and experience; (c) the Services and Deliverables will substantially conform to the specifications or descriptions in the SOW; and (d) to Company’s knowledge, the Services as delivered do not infringe any valid U.S. intellectual property right of a third party. Company does not warrant that the Services will be error-free or uninterrupted, and Client acknowledges that occasional downtime or errors may occur in any software service.

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6.2 By Client: Client represents and warrants that: (a) it has the authority to enter into and perform its obligations under this Agreement; (b) it will use the Services in accordance with this Agreement and applicable laws (including data protection laws); (c) it owns or has obtained all necessary rights and consents in any Client Data or materials it provides for use in the Services, so that Company’s use of Client Data as permitted by this Agreement will not violate any intellectual property, privacy, or other rights of any third party; and (d) to the extent Client provides access to the Services to end users or other third parties, such access will be only for Client’s legitimate business purposes and in compliance with the applicable user terms or acceptable use policy provided by Company.

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6.3 Disclaimer of Warranties: Except as expressly provided in this Agreement, the Services are provided “as is” and “as available”. Company makes no other warranties or conditions, express or implied, and expressly disclaims any implied warranties, including any implied warranties of merchantability, fitness for a particular purpose, title, or non-infringement. No information or advice given by Company or its agents shall create any warranty. Client understands that any data or content obtained through the Services is at Client’s own discretion and risk. Company does not warrant that the Services will meet all of Client’s requirements, or that all errors will be corrected. In jurisdictions that do not allow the exclusion of certain warranties, Company’s warranties are limited to the maximum extent permitted by law.

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6.4 No Reliance on Future Functionality: Client acknowledges that any purchase of the Services is not contingent on the delivery of any future functionality or features, or on any oral or written public comments made by Company regarding future features or development plans. Company may in its discretion add, modify, or remove features of the Service from time to time, so long as such changes do not materially reduce the core functionality of the Service as compared to what is specified in the SOW or Documentation.

7. Limitation of Liability

7.1 Exclusion of Certain Damages: To the fullest extent permitted by law, neither Party shall be liable to the other for any indirect, special, incidental, consequential, or punitive damages (including without limitation damages for loss of profits, revenue, goodwill, data, or use) arising out of or related to this Agreement or the Services, whether in contract, tort (including negligence), strict liability or any other theory, and even if the Party has been advised of the possibility of such damages. The foregoing exclusion shall apply even if any limited remedy herein fails of its essential purpose.

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7.2 Cap on Liability: **Except for the specific excluded claims set forth below, each Party’s total cumulative liability to the other for all claims arising out of or related to this Agreement (or any SOW), whether in contract, tort or otherwise, shall not exceed the total amount of fees paid (or payable) by Client to Company under this Agreement in the six (6) month period immediately preceding the event giving rise to the claim. For example, if a liability-inducing incident occurs, the maximum liability of either Party is capped at the fees paid in the prior six months in aggregate for all claims from that incident. If less than six months have passed since the Effective Date, the cap shall be the average monthly fee to date times six.

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7.3 Exceptions to Liability Limits: The limitations in Sections 7.1 and 7.2 will not apply to: (i) a Party’s breach of its confidentiality obligations (Section 5); (ii) amounts owed as fees or payments under this Agreement; (iii) either Party’s indemnification obligations under Section 9; or (iv) damages or liability resulting from a Party’s gross negligence, fraud, or willful misconduct. For clarity, in the event of claims or losses falling into these exception categories, the limitations and exclusions of liability may not apply to the extent of such claims. However, to the extent a claim falls within an indemnity subject to a separate monetary cap agreed by the Parties (if any), that specific cap shall apply in lieu of the cap in Section 7.2.

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7.4 Acknowledgement: Each Party acknowledges that the limitations of liability and types of damages excluded in this Section 7 are a reasonable allocation of risk between the Parties, and have been taken into account in setting the fees and entering into this Agreement. Each Party agrees that the remedies and limitations in this Agreement are essential terms, and that they would not have entered into this Agreement without them.

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7.5 Time to Bring Claim: Except for claims relating to non-payment of fees or misuse of a Party’s intellectual property, no claim, suit or action arising out of or relating to this Agreement may be brought by either Party more than two (2) years after the cause of action accrues. This provision does not extend any statutory period of limitations, but is an additional contractual limitation.

8. Mutual Indemnification

8.1 Company’s Indemnification: Company shall defend, indemnify, and hold harmless Client (including its officers, directors, and employees) from and against any and all third-party claims, losses, liabilities, damages, or expenses (including reasonable attorneys’ fees) to the extent arising out of or in connection with: (a) a claim that the Services (as provided by Company) infringe or misappropriate any U.S. patent, copyright, or trade secret of a third party; (b) Company’s material breach of this Agreement (including any representation or warranty); or (c) Company’s gross negligence or willful misconduct in the performance of this Agreement. In the event of an IP infringement claim covered by Section 8.1(a), Company may, at its option, seek to either: obtain the right for Client to continue using the Service, or replace or modify the Service to be non-infringing, or if those remedies are not feasible, terminate Client’s use of the infringing Service and refund any pre-paid fees for the terminated portion of the service term. Company’s obligations under this Section shall not apply to the extent that the alleged claim arises from (i) Client Data or materials provided by Client, (ii) Client’s use of the Service in combination with products or services not provided by Company, or (iii) Client’s use of the Service in a manner not authorized by this Agreement or the Documentation. This Section 8.1 states Company’s entire liability and Client’s exclusive remedy for any intellectual property infringement by the Services.

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8.2 Client’s Indemnification: Client shall defend, indemnify, and hold harmless Company (and its affiliates, officers, directors, and employees) from and against any and all third-party claims, losses, liabilities, damages, or expenses (including reasonable attorneys’ fees) to the extent arising out of or related to: (a) Client’s use of the Services or Deliverables in violation of this Agreement or applicable law, including any claims that such use violates a third party’s privacy or intellectual property rights; (b) Client Data or other materials provided by or on behalf of Client (including any claim that Client Data infringes or misappropriates a third party’s rights, or that Company’s possession or use of Client Data as permitted by this Agreement violates any law); or (c) Client’s material breach of this Agreement or Client’s gross negligence or willful misconduct. Client’s indemnification obligations shall not apply to the extent a claim arises from Company’s breach of this Agreement or Company’s negligence or willful misconduct.

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8.3 Mutual Indemnity for General Claims: In addition to the above, each Party (as “Indemnitor”) agrees to defend and indemnify the other Party (as “Indemnitee”) for any third-party claim to the extent caused by the Indemnitor’s breach of this Agreement or the negligence or misconduct of the Indemnitor or its employees in connection with this Agreement. For example, if one Party’s actions or omissions result in a third-party lawsuit against the other, the responsible Party will cover the losses and defense costs of the other to the extent of its fault.

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8.4 Indemnification Procedure: The Party seeking indemnification under this Section 8 shall: (a) promptly notify the other Party in writing of the claim (provided that a failure to promptly notify shall not relieve the Indemnitor of its obligations except to the extent materially prejudiced by the delay); (b) give the Indemnitor sole control of the defense and settlement of the claim (however, the Indemnitor shall not settle any claim in a manner that imposes liability or admission of fault on the Indemnitee without Indemnitee’s prior written consent, not to be unreasonably withheld); and (c) provide the Indemnitor with reasonable assistance, at the Indemnitor’s expense, in defending the claim. The Indemnitee has the right to participate in the defense with its own counsel at its own expense. The Indemnitor’s obligations are conditioned on the Indemnitee’s compliance with this procedure.

9. Dispute Resolution

The Parties will endeavor to resolve any dispute, claim, or controversy arising out of or relating to this Agreement in accordance with the following process:

9.1 Good Faith Negotiations: In the event of any dispute, the Parties shall first attempt in good faith to resolve it informally through discussions between senior management of each Party. Either Party may initiate this process by providing written notice to the other Party describing the dispute. The Parties shall meet (in person or via teleconference) and negotiate in good faith to resolve the matter. If the Parties are unable to resolve the dispute within a reasonable time (not to exceed 30 days from the initial dispute notice, unless extended by mutual agreement), then either Party may proceed to mediation as described below.

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9.2 Mediation: If a dispute is not resolved by negotiation, the Parties agree to submit the dispute to mediation before resorting to arbitration or litigation. The Parties shall jointly appoint a neutral professional mediator (or, if they cannot agree, each Party will nominate a mediator and those mediators will jointly select a neutral). The mediation shall be conducted in [Greenville, South Carolina] (or another location mutually agreed, or virtually) and the costs of the mediator shall be shared equally. The Parties agree to participate in the mediation in good faith and attempt to reach a voluntary resolution. If a dispute arises out of or relates to this Agreement, the Parties agree first to try in good faith to settle the dispute by mediation under the Commercial Mediation Rules of the American Arbitration Association (AAA). The mediation shall be confidential and any settlement (if reached) shall be documented in a written agreement signed by the Parties.

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9.3 Arbitration: If the Parties are unable to resolve the dispute through mediation within [60] days of the mediator’s appointment (or if either Party refuses to mediate or prematurely withdraws from mediation), then the dispute shall be finally resolved by binding arbitration. Any remaining unresolved controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be settled by binding arbitration. The arbitration will be administered by the AAA in accordance with its Commercial Arbitration Rules (or by another reputable arbitration organization if the Parties mutually agree). The arbitration will be heard and decided by a single arbitrator in the State of South Carolina (unless the Parties agree to a different location). The arbitrator shall be a neutral practicing attorney or retired judge with experience in commercial contract disputes and SaaS or technology agreements. The arbitrator shall have the authority to award any relief that a court of competent jurisdiction could award, including monetary damages (subject to the limitations in this Agreement) and injunctive or equitable relief. The arbitrator’s award shall be final and binding, and judgment on the award may be entered in any court having jurisdiction. The Parties expressly waive any right to a jury trial in any dispute to the maximum extent allowed by lawsec.gov. The prevailing party in the arbitration shall be entitled to recover its reasonable attorneys’ fees and costs, unless the arbitrator determines that such an award would be unjust.

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9.4 Exceptions: Notwithstanding the above dispute resolution provisions, either Party may seek interim or preliminary injunctive relief or other equitable remedies in a court of law to prevent immediate and irreparable harm, such as misuse of intellectual property or breach of confidentiality, without first engaging in mediation or arbitration. Additionally, claims for collection of undisputed fees may be brought in any court of competent jurisdiction.

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9.5 Continued Performance: Except for the matter being disputed, both Parties shall continue performing their remaining obligations under this Agreement while the dispute is being resolved, unless doing so would be impossible or impractical under the circumstances.

10. Governing Law and Venue

10.1 Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of South Carolina (without giving effect to its conflict of laws principles). The Parties agree that the United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.

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10.2 Jurisdiction and Venue: Subject to the Dispute Resolution process in Section 9, the Parties agree that any action permitted to be brought in court (for example, to compel arbitration, obtain injunctive relief, or enforce an arbitration award) shall be brought in the state or federal courts located in Greenville County, South Carolina. Each Party hereby submits to the personal jurisdiction of such courts for such purposes and waives any objections (such as inconvenient forum) to the exercise of jurisdiction by those courts.

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10.3 Compliance with Laws: Each Party will comply with all laws and regulations applicable to its performance under this Agreement. Client shall ensure that its use of the Services (and all Client Data) complies with all applicable export control, privacy, and data protection laws. Without limiting the foregoing, Client shall not export or re-export any software or technical data received from Company, except in compliance with U.S. export laws and regulations.

11. Miscellaneous Provisions

11.1 Relationship of the Parties: The Parties are independent contractors. Nothing in this Agreement shall be construed to create a partnership, joint venture, franchise, or agency relationship between Company and Client. Neither Party has authority to bind or act on behalf of the other in any way.

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11.2 Assignment: Neither Party may assign or transfer this Agreement or any SOW, in whole or in part, without the prior written consent of the other Party, which consent shall not be unreasonably withheld. Notwithstanding the foregoing, either Party may assign this Agreement without consent (a) to an Affiliate, or (b) in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets or equity (provided that the assignee agrees in writing to be bound by all terms of this Agreement). Any attempted assignment in violation of this Section is void. Subject to the foregoing, this Agreement will bind and inure to the benefit of the Parties and their respective successors and permitted assigns.

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11.3 Entire Agreement: This Agreement, including all SOWs, appendices and addenda hereto, constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior or contemporaneous agreements, proposals, negotiations, understandings and communications, whether written or oral, regarding such subject matter. The Parties acknowledge that they have not relied on any statements, promises, or representations not expressly set forth in this Agreement. In the event of any inconsistency between the terms of this MSA and an SOW, the terms of the SOW shall prevail for that SOW.

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11.4 Amendments: No amendment or modification of this Agreement or any SOW shall be valid unless it is in writing and signed by authorized representatives of both Parties. Email communications shall not constitute a signed amendment unless expressly agreed by both Parties that email is acceptable for this purpose.

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11.5 No Waiver: The failure of either Party to enforce any provision of this Agreement shall not constitute a waiver of that provision or any other provision. No waiver of any term shall be effective unless made in writing and signed by the Party against whom the waiver is asserted. A waiver on one occasion shall not be deemed a waiver of any future breach or default.

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11.6 Severability: If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court or arbitrator of competent jurisdiction, the remaining provisions of the Agreement will remain in full force and effect. The Parties will negotiate in good faith to replace any invalid or unenforceable provision with a valid provision that, as closely as possible, achieves the original intent and economic effect of the invalid provision.

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11.7 Force Majeure: Neither Party shall be liable for any delay or failure to perform its obligations (except payment obligations) due to causes beyond its reasonable control, such as acts of God, natural disasters, strikes, war, terrorism, riots, epidemics, government action, or Internet or power outages. The affected Party shall promptly notify the other and make reasonable efforts to resume performance as soon as possible. If a force majeure event continues for more than 60 days, either Party may terminate the affected Services or SOW upon written notice, without liability (except that Client will pay for Services actually delivered prior to termination).

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11.8 Notices: All legal notices or communications required or permitted under this Agreement shall be in writing and shall be deemed given: (a) when delivered personally; (b) when sent by email with confirmation of transmission, provided that a copy is also sent by a recognized overnight courier (e.g., FedEx) or certified mail within one business day; or (c) on the third business day after being mailed by registered or certified mail, postage prepaid. Notices shall be sent to the addresses of the Parties set forth below (or to such other address or email as a Party may designate by notice to the other):

• If to Company (Unit 8883): [Company Address]; Email: [Company email address]

• If to Client: [Client Address as in SOW]; Email: [Client’s notified email].

Routine business communications (e.g., day-to-day operational emails) may be sent by email to the relevant project or account contacts and do not require formal notice.

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11.9 Counterparts and Signatures: This Agreement and any SOW may be executed in counterparts (including electronically or via electronic signature services), each of which will be deemed an original and all of which together shall constitute one and the same instrument. Electronic signatures or other electronic acceptance (such as through a click-through acceptance mechanism) shall have the same legal effect as original signatures.

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11.10 Headings and Interpretation: Headings are for convenience only and do not affect interpretation. The words “including” or “includes” mean “including without limitation.” The Parties agree that the terms of this Agreement are the result of negotiations between sophisticated parties and thus any ambiguities shall not be construed against either Party as the drafter.

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11.11 Authority: Each person signing or accepting this Agreement represents that they have the full authority to bind the Party on whose behalf they are signing.

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11.12 Non-Solicitation: During the term of this Agreement and for a period of twelve (12) months following its termination or expiration, Client agrees not to directly or indirectly solicit for employment or contract any employee, contractor, or agent of Company who was involved in performing Services under this Agreement, without the prior written consent of Company. A general advertisement or public job posting that is not specifically targeted at such individuals shall not constitute a solicitation for purposes of this clause. In the event of a breach of this provision, the Parties agree that damages would be difficult to ascertain and therefore Client shall pay Company liquidated damages in the amount of one hundred thousand dollars ($100,000) per individual solicited or hired in violation of this provision. The Parties acknowledge that this amount is a reasonable estimate of actual damages and not a penalty.