KELLYKODE

MSA - XXXX STYLSA LLC & XXX SCIMAX
Effective Date: April 15, 2026
Document Ref: KK-MSA-2604

Master Services Agreement

This Master Services Agreement (the "Agreement") is entered into and made effective as of April 15, 2026 (the "Effective Date"), by and between XXXX STYLSA LLC, a design and technology agency having its principal place of business at Hyderabad, Telangana, India ("Agency"), and XXX SCIMAX, a corporation organized and existing under the laws of the applicable jurisdiction ("Client"). Agency and Client may be referred to individually as a "Party" and collectively as the "Parties."

WHEREAS, Client desires to retain Agency to perform certain user experience (UX), user interface (UI) design, and related digital technology services; and

WHEREAS, Agency desires to perform such services on the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. Provision of Services

1.1 Statements of Work. Agency shall provide the services (the "Services") and produce the specific deliverables (the "Deliverables") as mutually agreed upon and set forth in one or more Statements of Work (each, an "SOW") executed by authorized representatives of both Parties. Each SOW shall be governed by the terms of this Agreement. In the event of a direct conflict between the terms of this Agreement and the terms of an SOW, the specific terms of the SOW shall prevail solely with respect to the project governed by that SOW.

1.2 Standard of Care. Agency represents and warrants that it shall perform the Services in a timely, professional, and workmanlike manner, in accordance with the highest industry standards applicable to enterprise-grade digital design and technology services.

1.3 Independent Contractor. Agency's relationship with Client is strictly that of an independent contractor. Nothing in this Agreement shall be construed to create a partnership, joint venture, agency, or employer-employee relationship between the Parties. Agency personnel shall not be considered employees of Client for any purpose whatsoever.

KELLYKODE

MSA - XXXX STYLSA LLC & XXX SCIMAX
Document Ref: KK-MSA-2604

2. Compensation and Payment

2.1 Fees and Expenses. Client shall pay Agency the fees set forth in the applicable SOW. Unless otherwise stated in the SOW, reasonable and pre-approved out-of-pocket expenses incurred by Agency in connection with the Services will be billed to Client at cost.

2.2 Invoicing. Unless otherwise specified in an SOW, Agency will invoice Client based on the completion of specific project milestones. All undisputed invoices are due and payable within fifteen (15) days of the invoice date ("Net 15").

2.3 Late Payments. Any amounts not paid when due shall accrue interest at the rate of one and one-half percent (1.5%) per month, or the maximum rate permitted by applicable law, whichever is lower. Agency reserves the right, upon written notice, to suspend the provision of Services if Client fails to pay any undisputed invoice within five (5) business days following the due date.

2.4 Taxes. The fees stated in any SOW are exclusive of any applicable taxes. Client shall be responsible for the payment of all sales, use, value-added, or other similar taxes associated with the Services and Deliverables, excluding taxes based solely on Agency's net income.

3. Intellectual Property Rights

3.1 Client Property. Client retains all right, title, and interest in and to its pre-existing materials, logos, trademarks, databases, software, and any proprietary information provided to Agency ("Client Property"). Client hereby grants Agency a limited, non-exclusive, revocable license to use the Client Property solely for the purpose of performing the Services under this Agreement.

3.2 Agency Property. Agency retains all right, title, and interest in and to any pre-existing tools, libraries, code templates, design systems, methodologies, and frameworks utilized by Agency to create the Deliverables ("Agency Property").

3.3 Ownership of Deliverables. Subject to and contingent upon Agency's receipt of full and final payment of all fees due under the applicable SOW, Agency hereby assigns and transfers to Client all right, title, and interest in and to the custom Deliverables created specifically for Client, excluding any underlying Agency Property incorporated therein. To the extent any Agency Property is incorporated into the Deliverables, Agency grants Client a perpetual, irrevocable, royalty-free, worldwide, non-exclusive license to use, reproduce, and display such Agency Property solely as part of the Deliverables.

3.4 Portfolio Rights. Notwithstanding anything to the contrary, Agency retains the non-exclusive right to display the Deliverables (including final screens and workflows) in its portfolios, website, and marketing materials as examples of its professional work, provided that such display does not reveal any of Client's Confidential Information.

KELLYKODE

MSA - XXXX STYLSA LLC & XXX SCIMAX
Document Ref: KK-MSA-2604

4. Confidentiality

4.1 Definition. "Confidential Information" means any non-public, proprietary information disclosed by one Party (the "Discloser") to the other Party (the "Recipient") that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information. This includes, but is not limited to, business plans, financial data, source code, user data, and unreleased product designs.

4.2 Obligations. The Recipient agrees to: (a) protect the Confidential Information using the same degree of care it uses to protect its own confidential information of like kind, but in no event less than reasonable care; (b) not use the Confidential Information for any purpose outside the scope of this Agreement; and (c) limit access to the Confidential Information to those employees or contractors who need access for purposes consistent with this Agreement and who are bound by confidentiality obligations no less stringent than those herein.

4.3 Exclusions. Confidential Information shall not include information that: (a) is or becomes publicly known through no breach of this Agreement by the Recipient; (b) was known to the Recipient prior to its disclosure by the Discloser without breach of any obligation owed to the Discloser; (c) is independently developed by the Recipient without the use of or reference to the Discloser's Confidential Information; or (d) is rightfully received by the Recipient from a third party without restriction on disclosure.

5. Term and Termination

5.1 Term. This Agreement shall commence on the Effective Date and shall remain in full force and effect until terminated by either Party in accordance with this Section 5.

5.2 Termination for Convenience. Either Party may terminate this Agreement or any active SOW at any time, for any reason or no reason, upon thirty (30) days' prior written notice to the other Party.

5.3 Termination for Cause. Either Party may terminate this Agreement immediately upon written notice if the other Party materially breaches any of its obligations under this Agreement and fails to cure such breach within fifteen (15) days following receipt of written notice detailing the breach.

5.4 Effect of Termination. Upon expiration or termination of this Agreement for any reason, Client shall promptly pay Agency for all Services rendered and out-of-pocket expenses incurred up to the effective date of termination. The provisions of Sections 3 (Intellectual Property Rights), 4 (Confidentiality), 6.3 (Disclaimer), 7 (Limitation of Liability), and 8 (Indemnification) shall survive any termination or expiration of this Agreement.

KELLYKODE

MSA - XXXX STYLSA LLC & XXX SCIMAX
Document Ref: KK-MSA-2604

6. Representations and Warranties

6.1 By Agency. Agency represents and warrants that the Services will be performed in a professional manner and that the Deliverables, as provided by Agency (excluding any Client Property incorporated therein), will not infringe or misappropriate the intellectual property rights of any third party.

6.2 By Client. Client represents and warrants that it owns or has obtained the necessary licenses, rights, consents, and permissions to all Client Property provided to Agency, and that Agency's authorized use of such Client Property will not infringe upon or violate any third party's rights.

6.3 Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 6, AGENCY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. AGENCY DOES NOT WARRANT THAT THE DELIVERABLES WILL BE ENTIRELY ERROR-FREE OR THAT THEIR OPERATION WILL BE UNINTERRUPTED.

7. Limitation of Liability

IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF BUSINESS, OR LOSS OF DATA, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT FOR INDEMNIFICATION OBLIGATIONS UNDER SECTION 8, AGENCY'S TOTAL CUMULATIVE LIABILITY UNDER THIS AGREEMENT, WHETHER IN CONTRACT, TORT, OR OTHERWISE, SHALL NOT EXCEED THE TOTAL FEES ACTUALLY PAID BY CLIENT TO AGENCY UNDER THE APPLICABLE SOW GIVING RISE TO THE CLAIM DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT CAUSING THE CLAIM.

8. Indemnification

Each Party (the "Indemnifying Party") agrees to indemnify, defend, and hold harmless the other Party, its officers, directors, employees, and agents (the "Indemnified Party") from and against any and all third-party claims, liabilities, damages, losses, and expenses (including reasonable attorneys' fees) arising out of or resulting from the Indemnifying Party's gross negligence, willful misconduct, or material breach of its representations and warranties set forth in Section 6 of this Agreement. The Indemnified Party shall provide prompt written notice of any such claim and grant the Indemnifying Party full control over the defense and settlement thereof.

9. General Provisions

9.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of India, without regard to its conflict of laws principles.

9.2 Notices. All notices, requests, and other communications under this Agreement must be in writing and sent via certified mail, recognized overnight courier, or verified electronic mail to the designated representatives.

KELLYKODE

MSA - XXXX STYLSA LLC & XXX SCIMAX
Document Ref: KK-MSA-2604

9.3 Severability. If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect.

9.4 Assignment. Neither Party may assign or transfer this Agreement, in whole or in part, without the prior written consent of the other Party, except that either Party may assign this Agreement to a successor in connection with a merger, acquisition, or sale of all or substantially all of its assets.

9.5 Force Majeure. Neither Party shall be liable for any delay or failure in performance (other than payment obligations) resulting from causes beyond its reasonable control, including but not limited to natural disasters, acts of God, acts of government, strikes, or widespread internet or telecommunications failures.

9.6 Waiver. The failure of either Party to enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to in writing by the Party waiving the right.

9.7 Entire Agreement. This Agreement, together with all executed Statements of Work, constitutes the entire understanding and agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, or communications, whether oral or written. This Agreement may only be amended or modified by a written instrument executed by authorized representatives of both Parties.

10. Signatures

IN WITNESS WHEREOF, the Parties hereto have caused this Master Services Agreement to be executed by their duly authorized representatives as of the Effective Date first written above.

For XXXX STYLSA LLC (Agency)

Name: Kelly Wiseman

Title: Principal / Founder

Date: April 15, 2026

For XXX SCIMAX (Client)

Name: __________________________

Title: ___________________________

Date: ___________________________