KOANTEK MASTER SERVICES AGREEMENT

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Last updated: September 02, 2025
By accepting or using Koantek services, you agree to all terms of this Agreement, which is enforceable as
if signed. If you use Koantek services for a company or similar entity, you represent that you are
authorized to bind that entity. All rights under this Agreement depend on acceptance by such authorized
personnel.

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AGREEMENT

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This Master Services Agreement (“Agreement”) is entered into by and between Koantek LLC
(“Koantek”) and the customer named in a Statement of Work (“Customer” or “Client”). Koantek will
provide services described in one or more executed Statements of Work (“SOW”).
This Agreement includes these terms, incorporated attachments, addenda, exhibits, and any SOW that
references it.

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The Effective Date is the date of the first SOW executed referencing this Agreement. Koantek and
Customer may be called individually a “Party” and together the “Parties.”
Koantek may modify this Agreement, effective upon a new Statement of Work, unless stated otherwise.
Customer may need to accept the modified Agreement, and continued use of Services after the updated
version takes effect constitutes Customer’s acceptance.

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1. USE OF SERVICES
Koantek will provide consulting services as stated in the SOW, for use only by Customer and its Users
under this Agreement, Documentation, and Scope of Work. The parties may sign additional SOWs
describing Services and Deliverables, which then become part of this Agreement.

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2. CONFIDENTIALITY
Each Party (“Receiving Party”) agrees during and after this Agreement to protect the other Party’s
(“Disclosing Party”) Confidential Information, not use it beyond this Agreement, and not share it with
third parties without written consent. Confidential Information includes but is not limited to (a) trade
secrets, inventions, code, data, programs, works, know-how, designs, and techniques (“Inventions”); (b)
business materials such as research, product, marketing, plans, budgets, financials, licenses, prices,
suppliers, and customers; and (c) employee or contractor skills and compensation. Confidential
Information excludes information that: (i) was public when disclosed (through no fault of Receiving
Party); (ii) later becomes public without breach; (iii) is lawfully received from a third party without
breach; (iv) was already held without confidentiality restriction; (v) is approved in writing for release by
the Disclosing Party; (vi) is independently developed without reference to the Confidential Information;
or (vii) required to be disclosed by law or government order. The Receiving Party acknowledges that
unauthorized disclosure would cause irreparable harm, entitling the Disclosing Party to equitable relief in
addition to legal remedies.

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3. INTELLECTUAL PROPERTY; OWNERSHIP
3.1. Ownership by Koantek. Koantek keeps all rights, title, and interest worldwide in its
Inventions and related IP owned as of the Effective Date or created during the Term without
using Customer’s Confidential Information. Koantek may use any feedback from Customer
or Users in its IP. Nothing in this clause limits Customer’s ownership of its own
Confidential Information or IP.

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3.2. Ownership by Customer. Customer keeps all rights, title, and interest worldwide in its
content and IP owned as of the Effective Date (“Customer Content”).

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3.3. Rights in Customer Data. Customer grants Koantek a worldwide, nonexclusive license
during the Term to use and access Customer Content as needed to perform Services under
this Agreement. Customer represents that it has the rights or licenses for all Customer
Content, including third-party materials, for Koantek’s use under this Agreement.

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3.4. Section 3 shall survive the termination of this Agreement.

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4. FEES AND PAYMENT; TAXES; PAYMENT DISPUTES
4.1. Fees and Payment. Customer will pay Koantek in U.S. Dollars as stated in each SOW.
Koantek will invoice fees as specified in the SOW and this section. Fees exclude all taxes
and pre-approved expenses, including travel, food, and relocation, which Customer will pay
at cost. Unless otherwise stated, all fees and expenses are due within the timelines in the
SOW or this section. After the first 12 months, Koantek may propose new rates for future
SOWs, subject to written agreement. Agreed increases apply only to new SOWs or orders
after the effective date. Customer will pay each invoice within 30 days of the invoice date.
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4.2. Taxes. Customer is responsible for all taxes, duties, and levies related to the Services,
excluding Koantek’s income taxes. If Koantek has the legal obligation to pay or collect
such taxes, Koantek will invoice Customer and Customer shall reimburse or pay unless a
valid exemption is provided. Required withholdings will not reduce payments; Customer
shall gross up amounts to ensure that Koantek receives the full amounts net of deductions
and, upon request, furnish proof of tax remittance.
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4.3. Payment disputes. If Customer disputes any invoice in good faith, Customer may withhold
the disputed amount by providing written notice to Koantek within 7 days of receipt. The
Parties will resolve such disputes in accordance with Section 12.1 (Dispute Resolution).
Customer must pay all undisputed amounts per the agreed payment terms. For undisputed
invoices, any amount not paid within 30 days of the due date will accrue interest at 1.5%
per month (18% per annum), or the maximum rate allowed by law, whichever is lower,
compounded monthly from the original due date. Customer will reimburse Koantek for all
reasonable costs of collection, including legal fees and court costs. If Customer persistently
fails to pay, Koantek may suspend Services without liability and/or terminate this

Agreement and pursue legal remedies. Koantek’s obligations are conditional upon the
timely payment of all amounts due.

5. TERM & TERMINATION
5.1. Term. This Agreement takes effect on the Effective Date and remains in force until
terminated by either Party under Section 5 (“Term”).
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5.2. Termination for Cause. Either party may terminate this Agreement (including any SOW)
if the other party: (a) fails to cure a material breach (including non-payment of Fees) within
thirty (30) days after written notice (subject to Section 4.3 on Payment Disputes); (b) ceases
operations without a successor; or (c) files for, or is subject to, bankruptcy, receivership,
trust deed, creditors’ arrangement, composition, or similar proceedings not dismissed
within sixty (60) days (unless prohibited by law). Termination rights are in addition to other
remedies, including equitable and injunctive relief. If Customer terminates for cause under
Section 5.2 (a), Koantek will promptly refund any prepaid Fees for Services not performed
as of termination.
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5.3. Termination for Convenience. Either party may terminate this Agreement at any time, if
no SOW is in effect, by giving thirty (30) days’ prior written notice.
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5.4. Effect of Termination. Upon termination or expiration of this Agreement, and after
Customer pays all fees and charges (including outstanding amounts), Koantek will, at
Customer’s written request, provide reasonable transition support to transfer services to
Customer or its designee; return or securely destroy all Customer materials, records,
equipment, and property (except as required by law or backup retention); and certify within
thirty (30) days (or as agreed) that all Customer materials and Confidential Information
have been returned or destroyed. Koantek will act in good faith to minimize disruption, and
Customer will reimburse Koantek for reasonable costs of such support or return services,
unless otherwise agreed in writing.
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5.5. Survival. The following sections will survive any expiration or termination of this
Agreement: Sections 2-5, Sections 7-9, and Section 12.

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6. INDEPENDENT CONTRACTOR RELATIONSHIP
The parties are independent contractors, and this Agreement does not create a partnership, joint venture,
employment, franchise, or agency. Neither party may bind or obligate the other without prior written
consent. Each party’s employees are not eligible for, and will not receive, benefits from the other,
including health, life, or disability insurance, or any other employment rights.

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7. WARRANTY
7.1. Mutual Warranties. Each Party represents and warrants that it has the legal right,
authority, and power to enter this Agreement and fulfill its obligations, and that doing so
does not conflict with any other obligations or engagements.

7.2. Koantek warranties. Koantek warrants that: (a) the Services will substantially conform to
the Documentation; (b) Services and Deliverables will be performed professionally and in
line with the applicable SOW; and (c) to its knowledge at delivery, neither the Deliverables
nor Koantek Intellectual Property used in the Services will infringe any U.S. patent,
copyright, trade secret, or proprietary right of a third party. These warranties do not apply to
non-conformities caused by (i) modifications not made by Koantek or its authorized agents;
(ii) use with unauthorized products, services, or materials not supplied or authorized by
Koantek; or (iii) misuse or improper use by the Customer.
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7.3. Customer warranties. Customer warrants, to its knowledge when provided, that all
Customer Content does not infringe any intellectual property right or rights of privacy or
publicity of any third party. Customer acknowledges Koantek’s role is limited to providing
ideas, recommendations, and Deliverables under the SOW, and Customer is solely
responsible for their use, implementation, and results.
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7.4. Warranty Disclaimer. Except as expressly stated in this Agreement and to the extent
allowed by law, all Services and Deliverables are provided “AS IS.” Koantek makes no
other warranties, express, implied, or statutory, including merchantability, title, fitness for a
particular purpose, or non-infringement. Koantek does not warrant uninterrupted or
error-free use of Services or Deliverables, nor that Customer Data will be reviewed for
accuracy.

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8. INDEMNIFICATION
Each party shall indemnify, defend, and hold the other harmless against any actions, loss, judgment,
damage, or expense associated with any third-party claim for bodily injury or personal property damage
arising out of the indemnifying party’s performance within the scope of its responsibilities under this
Agreement. Customer shall indemnify, defend, and hold harmless Koantek and its officers, employees,
partners, agents, principals, and subcontractors, from any and all losses, liabilities, and claims, including
costs and expenses, arising out of or resulting from Customer’s subsequent use of Koantek’s ideas,
recommendations, Deliverables, or other work provided to Customer by Koantek under this Agreement.

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9. LIMITATION OF LIABILITY
9.1. IN NO EVENT, SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR ITS
AFFILIATES FOR ANY LOSS OF USE, LOST OR INACCURATE DATA,
INTERRUPTION OF BUSINESS, COSTS OF DELAY, COVER COSTS, LOST
PROFITS, OR ANY INDIRECT, SPECIAL, INCIDENTAL, RELIANCE, PUNITIVE,
EXEMPLARY OR CONSEQUENTIAL DAMAGES OF ANY KIND, EVEN IF
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
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9.2. SUBJECT TO SUB-SECTION 9.3 BELOW, EACH PARTY AND ITS AFFILIATES
AGREES THAT TOTAL MAXIMUM AGGREGATE LIABILITY TO THE OTHER
PARTY AND ITS AFFILIATES (WHETHER IN CONTRACT OR TORT (INCLUDING

NEGLIGENCE)) HEREUNDER FOR ALL DAMAGES, UNDER OR IN
CONNECTION WITH THIS AGREEMENT, REGARDLESS OF THE FORM OF
CLAIM, SHALL NOT EXCEED THE TOTAL AMOUNT OF FEES PAID FOR THE
SERVICES UNDER THE APPLICABLE STATEMENT OF WORK FOR THE
PRECEDING TWELVE (12) MONTHS UNDER WHICH THE CLAIM AROSE
(“GENERAL LIABILITY CAP”);

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9.3. IN THE EVENT OF BREACH OF CONFIDENTIALITY OBLIGATIONS SET FORTH
IN SECTION 2 OF THE AGREEMENT, EACH PARTY’S AND ITS AFFILIATES’
TOTAL AGGREGATE LIABILITY TO THE OTHER PARTY AND ITS AFFILIATES
FOR ALL CLAIMS ARISING OUT OF RELATED TO SUCH BREACH (REGARDLESS
OF THE FORM OF ACTION) SHALL NOT EXCEED TWO TIMES (2X) THE
AMOUNT ACTUALLY PAID OR PAYABLE TO KOANTEK IN THE PRIOR TWELVE
(12) MONTHS UNDER THE APPLICABLE SOW TO WHICH SUCH LIABILITY
AROSE (“SUPERCAP”)

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9.4. NOTHING IN THIS AGREEMENT LIMITS OR EXCLUDES LIABILITY (A) FOR
DEATH OR PERSONAL INJURY CAUSED BY NEGLIGENCE; (B) FOR FRAUD OR
FRAUDULENT MISREPRESENTATION; (C) PARTY’S PAYMENT OBLIGATIONS
UNDER THIS AGREEMENT, OR (D) TO THE EXTENT SUCH LIMITATION OR
EXCLUSION IS NOT PERMITTED BY APPLICABLE LAW.

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9.5. IN NO EVENT SHALL EITHER PARTY (OR ITS RESPECTIVE AFFILIATES) BE
LIABLE FOR THE SAME EVENT UNDER BOTH THE GENERAL LIABILITY CAP
AND SUPERCAP. SIMILARLY, THOSE CAPS SHALL NOT BE CUMULATIVE; IF A
PARTY (AND/OR ITS AFFILIATES) HAS ONE OR MORE CLAIMS SUBJECT TO
THE “GENERAL LIABILITY CAP” AND THE “SUPERCAP,” THE MAXIMUM
TOTAL LIABILITY FOR ALL CLAIMS IN THE AGGREGATE SHALL NOT EXCEED
THE “SUPERCAP”;

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9.6. NOTWITHSTANDING THE FOREGOING, NO CLAIM AGAINST KOANTEK MAY
BE BROUGHT MORE THAN ONE (1) YEAR AFTER THE FACTS GIVING RISE TO
SUCH CLAIM HAVE ARISEN. THE FOREGOING LIMITATION OF LIABILITY AND
EXCLUSIONS OF DAMAGES IN THIS SECTION 9 FORM AN ESSENTIAL BASIS
OF THIS AGREEMENT BETWEEN THE PARTIES AND SHALL APPLY
NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED
REMEDY HEREIN.

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9.7. THE APPLICABLE MONETARY CAPS SET FORTH IN SECTION 9 SHALL APPLY,
ON AN AGGREGATED BASIS, ACROSS THIS AGREEMENT AND ANY AND ALL
SEPARATE AGREEMENT(S) GOVERNING CUSTOMER’S USE OF THE “KOANTEK
SERVICES” ENTERED INTO BETWEEN KOANTEK AND ANY CUSTOMER'S
“AFFILIATES”.

10. DATA SECURITY
Koantek operates on a zero-data-retention model. Except where expressly required by contract or
applicable law, Koantek does not collect, store, or retain Customer Data. Any access to such data is
limited solely to the scope necessary to perform the contracted Services, and always within
Customer-controlled environments. Koantek only accesses Customer Data as reasonably necessary to
perform the contracted Services and does not independently collect, store, or retain such data outside of
Customer-controlled environments. Koantek will maintain administrative, physical, and technical
safeguards to protect the security, confidentiality, and integrity of any Customer Data accessed during the
course of Services. These safeguards include adherence to ISO/IEC 27001:2022 and SOC 2 Type II, with
ongoing alignment to ISO/IEC 27701 and continued GDPR compliance as appropriate and necessary.
Koantek ensures that all employees and subcontractors with access to Customer Data are bound by
written confidentiality and security obligations no less protective than those set forth in this Agreement.
In the event of a security incident or data breach involving Customer Data, Koantek will notify Customer
without undue delay, and no later than seventy-two (72) hours after discovery, and will cooperate in
Customer’s reasonable efforts to investigate, mitigate, and remediate. Upon reasonable request, Koantek
will provide evidence of its security practices, including SOC 2 reports, ISO certifications, or other audit
results, to demonstrate compliance with this Section.

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11. CHANGE REQUESTS
11.1. Parties reserve the right to introduce changes to Statement of Work(s) at any time.
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11.2. Either Party may propose changes to any Statement of Work at any time by submitting a
written request describing the change in sufficient detail (“Change Request”). Upon receipt,
Koantek will prepare a proposal (“Change Request Proposal”) outlining details of the
change, including effects on Services, Deliverables, fees, specifications, milestones, project
plan, due dates, and any other impacted areas.
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11.3. Customer will review the Change Request Proposal and either (i) accept it by signing, (ii)
request more information or revisions, after which Koantek may re-submit a revised
proposal, or (iii) reject it, in which case the Parties have no further obligations for that
change and existing obligations under this Agreement and the Statement of Work remain
unchanged.
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11.4. Any new feature or requirement outside the current Services scope will be treated as a
Change Request and agreed in writing. Koantek will not implement or act on any change
until the Change Request Proposal is signed.

12. GENERAL PROVISIONS
12.1. Dispute Resolution. Any dispute arising out of or in connection with this Agreement will
first be escalated to each Party’s Chief Executive Officer or designee, who will work in
good faith to reach a mutually acceptable resolution. The Parties will attempt resolution in

good faith for up to thirty (30) days. If unresolved, the dispute shall be finally settled by
arbitration under the International Arbitration Rules of the American Arbitration
Association, incorporated herein by reference, by appointing a single arbitrator.
Proceedings shall be conducted in English and the seat of arbitration shall be Delaware.
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12.2. Governing Law, Venue, and Jurisdiction. This Agreement is governed by and construed
under the laws of the State of Delaware, without regard to conflicts of law provisions or
rules. Each Party irrevocably submits to the exclusive jurisdiction and venue of the federal
and state courts in Delaware.
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12.3. Export Control. Each Party shall comply with all export and import laws and regulations,
including U.S. laws, applicable to its provision or use of the Service under this Agreement.
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12.4. Force Majeure. Neither Party shall be liable or in default (other than Customer’s payment
obligations) for any failure or delay caused by acts beyond control of the affected Party,
including act of God, government action, political instability, epidemic, pandemic, flood,
fire, explosion, accident, civil commotion, war, computer viruses, power or internet
outages, industrial disputes, or similar events. The affected Party must notify the other
promptly. If such an event continues more than thirty (30) consecutive days, either Party
may terminate this Agreement or any affected SOW upon written notice to the other Party.
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12.5. Severability. If any one or more of the provisions of this Agreement is held to be invalid,
illegal, or unenforceable, the remaining provisions shall remain in full force and effect. The
invalid, illegal, or unenforceable provision shall be deemed severed from this Agreement.
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12.6. No Assignment. Neither Party may assign or transfer this Agreement, in whole or in part,
without the other Party’s prior written consent, not to be unreasonably withheld; provided,
Koantek may assign without consent to (i) a wholly owned subsidiary, or (ii) any entity
acquiring substantially all of Koantek’s assets, or with which Koantek merges or
consolidates, or any entity controlling or controlled by Koantek. Subject to the foregoing,
this Agreement binds and benefits the Parties and their successors and assigns.
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12.7. Subcontracting. Customer acknowledges and agrees that Koantek may use independent
contractors to perform Services. Such contractors shall work under Koantek’s supervision
and comply with this Agreement.
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12.8. Notices. All notices under this Agreement must be in writing and sent by email, registered
or certified mail (postage prepaid, return receipt requested), or hand delivery. Notices by
email in PDF or similar format are deemed given when transmitted with confirmation of
receipt. Notices by mail are deemed given five (5) business days after postmark. Notices by
hand delivery are deemed given upon receipt. Notices to Koantek shall be sent to
legal+updates@koantek.com.
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12.9. Legal Fees. In any dispute arising under this Agreement, the prevailing Party shall be
entitled to recover its reasonable attorneys’ fees, expert witness fees, and costs, in addition
to any other relief it may be awarded.

12.10. Hiring of Employees. Each Party hereby agrees that it shall not hire nor solicit for hiring,
or induce for hiring any Resource of the other Party during the Term and for a period of one
year following the completion of the Services. Either Party shall not directly or indirectly
recruit former resources of the other Party, without the prior written consent of such Party,
where former resources shall mean a person who ceases to work for a Party and a period
less than one year has since elapsed.
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12.11. Replacement of Resources. Either Party may request replacement, ramp-up, or ramp-down
of onsite Resources by providing fifteen (15) days’ prior written notice. The Parties will
cooperate in good faith to implement such changes with minimal disruption.
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12.12. Injunctive Relief. A breach of this Agreement may cause irreparable harm for which
monetary damages would be an inadequate remedy, entitling Koantek to seek injunctive
relief in addition to any other remedies available at law.
12.13. No Exclusivity. This is a non-exclusive agreement. Nothing herein shall preclude either
party from entering into similar agreements with any other entity.
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12.14. Waiver. No waiver of any breach shall be deemed a waiver of any prior or subsequent
breach. No waiver of rights shall constitute a waiver of other rights. Neither Party shall be
required to give notice to enforce strict adherence to all terms of this Agreement.
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12.15. Publicity. This Agreement shall bind and benefit the successors and assigns of Koantek.
Koantek may reference this engagement in marketing, promotional activities, newsletters,
brochures, social media, and professional materials, provided Customer gives prior written
consent. Koantek may use Customer’s corporate logo only with prior written consent.
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12.16. Entire Agreement. This Agreement, including all exhibits and Statements of Work, is the
complete and exclusive agreement of the Parties, superseding all prior discussions. No
modification, amendment, or waiver is valid unless in writing and signed by authorized
representatives of both Parties. This Agreement governs all Services undertaken by
Koantek for Customer.
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12.17. Order Of Precedence. In the event of a conflict between this Agreement and any
Statement of Work, the terms of this Agreement shall control, except that the Statement of
Work shall govern with respect to the description of Services.
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12.18. Execution. This Agreement may be executed in counterparts, each deemed an original but
together forming one agreement. Signatures, whether handwritten or electronic, transmitted
by mail, delivery, email, or other electronic means, shall have the same binding effect as
originals.

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