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Master Services Agreement

(Tracked-changes review copy)

In good faith, the parties agree the following terms on the performance, acceptance, data use, allocation of risk and handover of general business services:

1. 01 | Definitions and order of documentsThis Agreement, the statement of work and the attachments confirmed by both parties form the entire agreement; where they conflict, the most recent verbal confirmationthe last traceable written approved version prevails, and version and confirmation records are kept.^AI-01

   01.1Terms are interpreted by their context, attachment definitions and both parties’ approval records, and may not be applied apart from the purpose of this Agreement.

2. 02 | Scope of servicesThe Provider shall complete the agreed work within the approved scope; new requirements may be added directly on either party’s instructionare added only after their scope, schedule, responsibilities and impact are recorded and confirmed by both parties; unconfirmed content is not part of the original agreement.^AI-02

   02.1The method of performance may be adjusted to actual circumstances, but may not reduce the approved quality, safety and traceability requirements.

3. 03 | Delivery and acceptanceAfter the Provider delivers and supplies the required documents, the Client shall, within three business dayswithin seven business days, confirm acceptance or list specific items to improve.^AI-09

   03.1Items needing correction must state the reason, scope and how they will be reconfirmed; anything not listed follows the approved specifications and version records.

4. 04 | Payment and invoicesEach installment is paid against approved milestones and valid invoices; the payment period runs from the date any document is receivedthe date all agreed documents are complete and receipt is confirmed; any disputed portion must be notified and explained first.^AI-03

   04.1Undisputed portions may not be withheld because of individual items under review, and the records must remain available for both parties to audit.

5. 05 | Confidentiality and data useBoth parties keep confidential any non-public information learned in performance; this obligation ends when the Agreement terminatessurvives termination for the agreed period, and information may be used only for the approved purpose and to the extent necessary.^AI-10

   05.1A party required by law or a regulator to disclose shall give advance notice where practicable and take necessary protective measures.

6. 06 | Security incidentsOn discovering an incident that may affect data, accounts or systems, the affected party shall give notice within a reasonable timegive notice within the agreed time limit and keep providing investigation, remediation and follow-up records until the risk is under control.^AI-04

   06.1Incident handling may not obstruct required retention, audit and legal reporting duties, and follow-up improvements must be fully recorded.

7. 07 | Existing assets and deliverablesMethods, data and tools held before signing remain with their original owners; deliverables of this project belong entirely to one partyare agreed separately after distinguishing existing assets, commissioned deliverables and general capabilities, and licenses are limited to the approved use.^AI-05

   07.1When third-party material is used, the supplying party must confirm it may license it and disclose any restrictions and required notices.

8. 08 | Allocation of liabilityEach party is liable to the extent attributable to it; except for willful misconduct, gross negligence or as otherwise agreed, damages have no cumulative limitare subject to the agreed cumulative cap and clearly defined exceptions, and the same loss may not be counted twice.^AI-06

   08.1Indirect or consequential losses are assessed separately under the approved terms, foreseeability and actual causation.

9. 09 | Change managementChanges affecting scope, schedule, fees or liability take effect immediately on either party’s unilateral noticetake effect only after a change description is submitted and confirmed by both parties; emergency measures must still be recorded afterwards.^AI-11

   09.1Change records include the reason, impact, approver and applicable version, and trace back to the affected deliverables.

10. 10 | Audit and recordsTo verify performance, necessary audits may be carried out at any time and without limitrequire advance notice and are limited to a reasonable frequency, necessary scope and confidentiality measures, and may not disrupt normal operations without cause.^AI-07

    10.1This does not apply where the law requires an immediate inspection, but the requesting party must still explain why and minimize disruption.

11. 11 | Termination and handoverOn termination or expiry, both parties shall list open items; the Provider need not return or hand over any datashall return data, remove access and hand over necessary work according to the approved list and confirm any retention obligations.^AI-08

    11.1Handover excludes unlicensed third-party assets; both parties shall separately agree a reasonable period, format and secure method.

12. 12 | Dispute resolutionFor any question arising from this Agreement, both parties shall go straight to formal dispute proceedingsshall first negotiate in a traceable written form, then proceed under the approved terms; negotiation does not prevent necessary interim measures.^AI-12

    12.1Until a final outcome, each party continues to perform obligations unaffected by the dispute and keeps the related versions and correspondence.