Master Services Agreement

1Parties and structure

This Master Services Agreement (the "Agreement") is entered into between Aura Logic Systems ("Provider") and the client identified in the applicable Statement of Work ("Client").

This Agreement sets the general terms for all work between the parties. Each specific project is described in a separate Statement of Work ("SOW") or written proposal that incorporates this Agreement by reference. Where an SOW conflicts with this Agreement, the SOW controls for that engagement only.

2Services

Provider will perform the services described in each SOW with reasonable skill and care, consistent with professional standards for consulting, automation engineering, systems integration, and software development.

Provider may use subcontractors provided that Provider remains responsible for the work and that any subcontractor is bound by confidentiality terms no less protective than those in this Agreement.

3Fees, invoicing, and expenses

Fees, milestones, and payment schedule are set out in the applicable SOW. Unless the SOW states otherwise, invoices are due within fifteen (15) days of the invoice date.

Third-party costs — including platform subscriptions, hosting, domains, licenses, and usage-based charges such as AI API consumption — are the responsibility of Client and are billed by those vendors directly unless the SOW states otherwise.

Overdue amounts may accrue interest at the lower of one and one-half percent (1.5%) per month or the maximum rate permitted by applicable law. Provider may suspend work on written notice while an undisputed invoice remains unpaid.

Fees are exclusive of applicable sales, use, or similar taxes, which are the responsibility of Client.

4Client responsibilities

Client will designate a primary point of contact with authority to make project decisions, provide timely access to systems, data, and personnel reasonably required for the work, and respond to requests for information and approvals within the timeframes described in the SOW.

Where Client delay materially affects the schedule, timelines will be adjusted by written agreement, and Provider will not be liable for resulting delays.

5Change management

Either party may request a change to the scope of an SOW. Changes take effect only when documented in a written change order signed by both parties, describing the change, the adjustment to fees, and the effect on the schedule.

6Acceptance

Deliverables are deemed accepted when Client confirms acceptance in writing, or ten (10) business days after delivery if Client has not submitted a written description of how a deliverable fails to meet the SOW specification.

Where Client identifies a conforming failure within that period, Provider will correct the deliverable at no additional cost so that it meets the agreed specification.

7Intellectual property

On receipt of full payment for the relevant SOW, Provider assigns to Client all right, title, and interest in the deliverables created specifically for Client under that SOW, including custom code, workflows, dashboards, configurations, and documentation.

Provider retains all right, title, and interest in its pre-existing materials, general methods, frameworks, internal tooling, templates, and know-how ("Provider Materials"), including any developed or improved independently of Client engagements. To the extent Provider Materials are embedded in a deliverable, Provider grants Client a perpetual, worldwide, non-exclusive, royalty-free license to use, modify, and maintain them as part of that deliverable.

Nothing in this Agreement restricts Provider from performing similar services for other clients or from using general skills and experience gained during the engagement.

8Confidentiality

Each party may receive non-public information of the other ("Confidential Information"). The receiving party will use Confidential Information solely to perform under this Agreement, protect it with at least reasonable care, and not disclose it except to personnel and subcontractors with a need to know who are bound by comparable obligations.

Confidential Information does not include information that is or becomes public through no fault of the receiving party, was known without restriction before disclosure, is independently developed without use of the disclosing party's information, or is rightfully received from a third party.

Where disclosure is required by law, the receiving party will give reasonable advance notice where legally permitted so the disclosing party may seek protective treatment.

These obligations survive termination for a period of three (3) years, and indefinitely with respect to trade secrets and personal data.

9Data protection and security

Provider will access Client systems and data only as reasonably necessary to perform the services, using the least privilege practical, and will maintain reasonable administrative, technical, and physical safeguards appropriate to the nature of the data.

Provider will not sell Client data and will not use identifiable Client business data to train machine-learning models.

Where an engagement involves personal data, protected health information, financial data, or other regulated categories, the parties will execute any additional terms required by applicable law, including a data processing addendum or business associate agreement as appropriate.

On termination, Provider will return or delete Client Confidential Information in its possession on written request, except for copies retained in routine backups or as required by law.

10Artificial intelligence and human oversight

Where deliverables incorporate artificial intelligence, Provider will document intended use, known limitations, and the human review points designed into the system.

Client acknowledges that AI systems can produce inaccurate or unexpected output, and agrees to maintain human oversight proportionate to the consequences of the decision being supported. Client is responsible for operation of the delivered system, including compliance within its regulatory environment, after handover.

11Warranties and disclaimers

Each party warrants that it has authority to enter into this Agreement. Provider warrants that services will be performed in a professional and workmanlike manner in accordance with the applicable SOW.

Except as expressly stated, the services and deliverables are provided without other warranties of any kind, whether express, implied, or statutory, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement, to the fullest extent permitted by law.

Provider does not warrant uninterrupted or error-free operation of third-party platforms, APIs, or services on which a deliverable depends, and does not guarantee specific financial, revenue, or trading outcomes.

12Limitation of liability

Neither party will be liable for indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, revenue, or data, arising out of or relating to this Agreement, even if advised of the possibility of such damages.

Each party's total aggregate liability arising out of or relating to an SOW will not exceed the total fees paid by Client to Provider under that SOW during the twelve (12) months preceding the event giving rise to the claim.

These limitations do not apply to breaches of confidentiality, indemnification obligations, misappropriation of intellectual property, or liability that cannot be limited under applicable law.

13Indemnification

Provider will defend and indemnify Client against third-party claims alleging that a deliverable created by Provider infringes that third party's intellectual property rights, excluding claims arising from Client-supplied materials, third-party platforms, or modifications made by anyone other than Provider.

Client will defend and indemnify Provider against third-party claims arising from Client-supplied materials, Client's data, or Client's operation of a delivered system in a manner inconsistent with its documentation or applicable law.

14Term and termination

This Agreement begins on the effective date of the first SOW and continues until terminated. Either party may terminate this Agreement for convenience on thirty (30) days' written notice, provided that active SOWs continue under their own terms unless separately terminated.

Either party may terminate an SOW for material breach if the breach is not cured within fifteen (15) days of written notice describing it.

On termination, Client will pay for services performed and non-cancellable commitments incurred through the effective date of termination, and Provider will deliver work product in its then-current state along with relevant documentation and credentials.

15Non-solicitation

During an engagement and for twelve (12) months afterward, neither party will knowingly solicit for employment any individual directly involved in the engagement, excluding responses to general public job postings not targeted at that individual.

16Independent contractor

Provider performs services as an independent contractor. Nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship, and neither party may bind the other.

17Publicity

Neither party will use the other's name, marks, or a description of the engagement in publicity or marketing without prior written consent, which may be given on a case-by-case basis.

18Force majeure

Neither party is liable for delay or failure to perform caused by events beyond its reasonable control, including natural disasters, war, civil unrest, labor disruption, utility or network failure, or third-party platform outage, provided the affected party gives prompt notice and resumes performance as soon as practicable.

19Governing law and dispute resolution

This Agreement is governed by the laws of the State of New Jersey, without regard to its conflict-of-laws rules.

The parties will first attempt to resolve any dispute through good-faith discussion between senior representatives for thirty (30) days. Disputes not resolved may be brought in the state or federal courts located in New Jersey, and each party consents to that jurisdiction and venue.

20General

This Agreement, together with its SOWs and change orders, is the entire agreement between the parties on its subject matter and supersedes prior discussions. Amendments must be in writing and signed by both parties.

If any provision is held unenforceable, the remainder stays in effect and the unenforceable provision is modified to the minimum extent necessary to make it enforceable. Failure to enforce a provision is not a waiver of it.

Neither party may assign this Agreement without the other's written consent, except to a successor in connection with a merger or sale of substantially all assets. Notices must be in writing and are effective on delivery to the addresses or email addresses designated by the parties.