The agreement in plain words

Before the legal sections

The agreement in plain words

This page is a summary written to be read once. It is not a substitute for the rest of the Agreement, and if anything here differs from a numbered section, the numbered section controls.

1. What MIOSA delivers. MIOSA installs one operating system for KII, running on KII's own infrastructure. The work starts with Operations and moves in four waves over 90 days, each wave accepted separately.
2. What it costs, and the small first step. USD 120,000, fixed, in four payments of USD 30,000: the first at signature, the next three when KII accepts Milestone 2, Milestone 3, and Milestone 4. Milestone 1 is the paid pilot, so if KII accepts it and stops there, no further fees are due and KII keeps everything delivered to that point.
3. Nothing in production changes without approval. Every change to a production system is proposed, reviewed, and approved by an authorized KII person before it is applied.
4. Scope is fixed. Work outside Exhibit A needs a signed change order. Messages, meetings, demos, and proposals never expand scope on their own.
5. KII's inputs set the dates. If access, decisions, examples, or reviews arrive late, the affected dates move by the length of the delay.
6. KII's data stays on KII's infrastructure. The delivered platform runs on KII's own model. The AI tools MIOSA itself uses for delivery are disclosed in Section 7 and Exhibit B.
7. Restricted Data is never sent to third-party AI providers. KII decides what is Restricted Data, and MIOSA handles it only on KII infrastructure or with KII's internal model.
8. All KII data is deleted at the end. Within 30 days after the engagement ends, including MIOSA's working copies of deliverables, with written certification on request.
9. KII owns what is built. KII receives its own fork of BusinessOS under the Apache License 2.0 and owns the KII-specific work product once the related milestone is paid.
10. If there is a dispute. Executives of both Parties negotiate in good faith for 15 business days, then a binding arbitration in Austin, Texas, in English, under Texas law.

1. Services and statements of work / 2. Performance

1. Services and statements of work

1.1 Services. MIOSA will perform the professional services described in Exhibit A and in any additional statement of work signed by both Parties (each, an "SOW"). Each SOW identifies the services, deliverables, schedule, fees, responsibilities, assumptions, and acceptance procedure for that work.

1.2 Initial SOW. Exhibit A, the KII Business OS 90-Day Statement of Work, is the initial SOW under this Agreement and covers the engagement described in the KII Business OS Proposal and Scope of Work dated October 6, 2026.

1.3 Order of Precedence. If a conflict exists, the following order controls: (a) a signed change order, only for the subject of that change; (b) the applicable SOW; then (c) this Agreement. A separate nondisclosure agreement between the Parties controls the treatment of Confidential Information only to the extent it provides greater protection than Section 6.

1.4 No Implied Scope. Work not expressly included in a signed SOW is outside scope. Product discussions, demonstrations, estimates, roadmaps, proposals, messages, meeting notes, and prior drafts do not expand an SOW unless the Parties incorporate them through a signed change order under Section 4. The Proposal and Scope of Work is background material for the Parties' commercial understanding and is not a contractual document.

1.5 Additional SOWs. Any further engagement, including a later phase, an expansion to another group company, an additional department beyond Exhibit A, or production support, requires a separate SOW signed by both Parties. Exhibit A does not obligate either Party to proceed further.

2. Performance and cooperation

2.1 Standard of Performance. MIOSA will perform the Services in a professional and workmanlike manner using personnel with appropriate skills and experience, and will comply with applicable law in the performance of the Services.

2.2 Client Cooperation. KII will timely provide the access, information, decisions, examples, personnel, feedback, approvals, and working environment identified in the applicable SOW. MIOSA may rely on information supplied by KII unless MIOSA knows that information is materially inaccurate.

2.3 Schedule Dependencies. Delivery dates assume that KII satisfies its responsibilities on time. Where a required KII dependency is late, the affected dates extend by the period reasonably required to resume the work, and MIOSA will confirm the revised dates in writing. Target dates are confirmed at kickoff and recorded in the delivery baseline; they are targets, not guarantees, where a KII dependency is the cause of the delay.

2.4 Human Approval Before Production Change. The delivered system will be configured so that any change to a production system is proposed, reviewed, and approved by an authorized KII role before it is applied. MIOSA will not apply a change to a KII production system without that approval, and no MIOSA personnel or agent is authorized to bypass the approval gate.

2.5 Personnel and Subcontractors. MIOSA may use qualified employees, affiliates, and subcontractors to perform the Services, provided they are bound by confidentiality and data protection obligations at least as protective as this Agreement. MIOSA remains responsible for their performance. KII remains responsible for the acts and omissions of its affiliates and personnel that receive or use the Services.

2.6 Continuity. MIOSA will keep at least two engineers with working context and access for the engagement, maintain runbooks from the first week, record decisions, and keep the delivered source in KII's repository so that a qualified engineer of KII's choosing can continue the work.

2.7 Working Rhythm. The Parties will hold a weekly review of 30 to 60 minutes, and MIOSA will provide a written weekly status covering progress, decisions, blockers, and the next week's plan. Interview time requested from KII's team is described in Exhibit A.

3. Fees, taxes, and expenses

3. Fees, taxes, and expenses

3.1 Fees. The fixed professional fee for the engagement described in Exhibit A is USD 120,000, exclusive of applicable taxes, payable in four milestone payments of USD 30,000 each.

3.2 Invoicing and Payment. MIOSA will invoice Milestone 1 on the Effective Date and will invoice each later milestone when it is accepted or deemed accepted under Section 5. Unless an SOW states otherwise, invoices are due within 14 days after receipt. Payment is made in United States dollars by bank transfer to the account stated on the invoice. Each Party bears its own bank charges.

3.3 Taxes. Fees do not include sales, use, excise, value added, withholding, or similar transaction taxes. KII is responsible for such taxes, excluding taxes based on MIOSA's net income, property, or personnel. If applicable law requires KII to withhold any amount from a payment, KII will gross up the payment so that MIOSA receives the full invoiced amount, and KII will provide reasonable evidence of the withholding and cooperate with any available relief under an applicable tax treaty.

3.4 Expenses and Third-Party Charges. One on-site week in Zurich, described in Exhibit A, is included in the fee, and MIOSA bears its own travel and lodging for that week. Any other travel, third-party service, cloud usage, model usage, license, or pass-through charge is KII's responsibility only if KII approves it in writing before it is incurred. MIOSA will provide reasonable supporting documentation on request. Additional on-site weeks are outside scope unless separately agreed in writing.

3.5 Payment Protection. If an undisputed invoice is more than 10 days overdue, MIOSA may pause work on written notice to KII. Dates affected by the pause extend by the length of the pause plus the time reasonably required to resume. MIOSA will resume work promptly after the overdue amount is paid. MIOSA's right to pause does not affect its right to terminate for cause under Section 12.3, and MIOSA will not pause work in a way that leaves a KII production system in an unsafe state.

3.6 Disputed Amounts. KII will notify MIOSA of a good-faith invoice dispute within 10 days after receipt, identifying the amount and the basis for the dispute, and will timely pay all undisputed amounts. The Parties will work promptly and in good faith to resolve the dispute. An amount that is not disputed in that period is treated as undisputed.

3.7 No Hourly Billing. The engagement is delivered on a fixed-fee basis. MIOSA does not bill KII for time and materials unless a signed change order expressly states otherwise.

3.8 Suspension of Other Remedies. A pause under Section 3.5 is not a breach by MIOSA and is not a basis for KII to terminate for cause, provided MIOSA gives the written notice required by that Section.

4. Changes

4. Changes

4.1 Change Control. Either Party may request a change to an SOW. Changes are handled as fixed-price change orders only. MIOSA does not perform out-of-scope work on an hourly or time-and-materials basis, and no change is effective until authorized representatives of both Parties sign a change order in the form of Exhibit C describing the revised scope, assumptions, schedule, fixed price, and responsibilities.

4.2 Request in Writing. A change request must be sent in writing to the other Party's representative named in Section 17.3, describing the requested work, the business reason, and the date by which KII needs an answer. A request made in a meeting, a call, a chat message, a demonstration, or a walkthrough does not take effect until it is confirmed in writing under this Section.

4.3 Impact Assessment Within Three Business Days. Within three business days after receiving a complete request, MIOSA will provide a written impact assessment stating the effect on scope, the fixed price, the schedule, the dependencies on KII, and any effect on an already accepted milestone. If MIOSA needs information from KII to complete the assessment, the three business day period starts when that information is received.

4.4 Three Paths. After receiving the impact assessment, KII chooses one of the following paths in writing:

4.5 No Work Before Signature. MIOSA is not required or permitted to start changed or added work before the applicable change order is signed by both Parties. The Parties may direct MIOSA in writing to pause affected work while a requested change is evaluated, and Section 2.3 governs the effect of that pause on the schedule.

4.6 Scope Never Expands by Conduct. Messages, meetings, calls, chat channels, demonstrations, prototypes, show-and-tell sessions, proposals, estimates, roadmaps, and informal requests never expand the scope of an SOW and never create a payment obligation. Only a signed change order does.

4.7 Pricing and Billing of Changes. Each change order states a fixed price for the changed or added work. Unless the change order states otherwise, a change order is invoiced on signature and is not refundable if KII later cancels the changed work after MIOSA has started it. Change order fees do not count toward the fee cap in Section 11.1 unless they have been invoiced and paid.

4.8 Dependency Delays. Where KII's late access, decision, example, review, or approval delays work under an SOW or a change order, the affected dates extend by the length of the delay, and MIOSA will confirm revised dates in writing. A delay caused by MIOSA does not extend the dates for MIOSA's own convenience; where MIOSA is responsible for a delay, MIOSA will work in good faith to recover the schedule at no additional fee.

5. Acceptance / 6. Confidentiality

5. Acceptance

5.1 Procedure. Each milestone and deliverable is subject to the acceptance criteria in Exhibit A. KII has five business days after delivery of a milestone or deliverable to accept it in writing or to provide one consolidated written notice identifying material nonconformities measured against the acceptance criteria for that milestone in Exhibit A.

5.2 Correction. MIOSA will use reasonable efforts to correct verified material nonconformities and resubmit the affected deliverable or milestone. Where a resubmission is required, KII has three business days after resubmission to accept it or to provide one consolidated written notice of any remaining material nonconformities.

5.3 Deemed Acceptance. A milestone or deliverable is accepted when KII accepts it in writing, uses it in production or for commercial purposes, or does not provide a timely notice of material nonconformity under Section 5.1 or Section 5.2.

5.4 What Is Not a Nonconformity. A notice that adds or changes scope, requests a new use case, requests production work beyond Exhibit A, or requests different assumptions is a change request under Section 4, and it is not a basis for withholding acceptance of the affected milestone. Acceptance of a milestone is not a waiver of the warranty in Section 9.2.

5.5 Invoicing Follows Acceptance. Milestones 2, 3, and 4 are invoiced when accepted or deemed accepted. KII will not delay acceptance of a milestone in order to delay an invoice for work that meets the acceptance criteria.

6. Confidentiality

6.1 Mutual Obligation. Each Party will keep confidential the other Party's nonpublic business, technical, financial, and commercial information, the terms of this Agreement, and any Client Data disclosed in connection with the engagement (together, "Confidential Information"). No separate nondisclosure agreement is required for this Agreement to protect Confidential Information.

6.2 Obligations. Each Party will use the other Party's Confidential Information solely to perform or receive the Services, protect it with at least reasonable care, and disclose it only to personnel, subcontractors, and professional advisors who need it and who are bound by confidentiality obligations at least as protective as this Section.

6.3 Exclusions. Confidential Information does not include information that is or becomes public through no fault of the receiving Party, was lawfully known to the receiving Party without a duty of confidence, is received from a third party without a duty of confidence, or is independently developed without use of or reference to the disclosing Party's Confidential Information.

6.4 Compelled Disclosure. A Party may disclose Confidential Information where required by law, a court, or a regulator, provided that it gives the other Party prompt notice where lawful and reasonably cooperates with any effort to limit or narrow the disclosure.

6.5 Term. These obligations apply during the engagement and for three years after it ends, except that obligations concerning Client Data, trade secrets, and source code continue for as long as the information remains protected.

6.6 Relation to a Later NDA. If the Parties sign a separate nondisclosure agreement, that agreement also applies to Confidential Information exchanged in connection with the Services. Where the two conflict, the provision that gives greater protection to the Confidential Information controls for that subject.

6.7 Return or Destruction. On written request or at the end of the engagement, each Party will return or destroy the other Party's Confidential Information, subject to Section 7.9 for Client Data, to the receiving Party's routine backup and legal retention practices, and to any retention required by law.

6.8 Residual Knowledge. Subject to its obligations under this Section, neither Party is restricted from using general skills, experience, and know-how retained in unaided memory, provided that it does not disclose the other Party's Confidential Information or reproduce the other Party's proprietary materials.

7. Client data and AI-assisted delivery

7. Client data and AI-assisted delivery

7.1 Client Data. "Client Data" means data, content, records, files, prompts, instructions, configurations, user information, and other materials that KII or its users submit, provide, or make available for the Services, including data relating to KII's own clients. KII retains all right, title, and interest in Client Data.

7.2 Permitted Processing. MIOSA may access, host, copy, transform, analyze, and otherwise process Client Data only as reasonably necessary to perform the applicable SOW, follow KII's documented instructions, protect the Services, or comply with law. MIOSA will not use Client Data for its own commercial purposes.

7.3 Production Platform. The system delivered under Exhibit A runs on KII's own infrastructure and uses KII's internal model. Production operations do not depend on a third-party model provider or on public cloud infrastructure. Client Data used in production remains on KII infrastructure and under KII's control. Remote access by MIOSA personnel is only through methods approved by KII.

7.4 How MIOSA Uses AI in Delivery. During the engagement MIOSA's team uses AI tools to work faster. This Section is a full disclosure of those tools so that KII can decide what it makes available to MIOSA.

• (a) Open-source models run through Ollama Cloud under a no-data-retention configuration.
• (b) United States based frontier model providers, for example Anthropic's Claude, for development, code generation, analysis, documentation, and organizing project information.
• (c) As a result, Client Data and code made available to MIOSA may be processed by these providers, which may include processing in the United States. MIOSA cannot guarantee an air-gapped engagement.
• (d) The benefit to KII is substantially faster delivery and lower cost than a manual team of the same size.
• (e) Control for KII: KII may classify any data as Restricted Data. Restricted Data is never sent to third-party AI providers and is handled only on KII infrastructure, or only with KII's internal model.

7.5 Restricted Data. "Restricted Data" means Client Data that KII designates in writing as Restricted Data, including any category recorded in the table in Exhibit B. KII may add, change, or withdraw a designation in writing at any time, and a designation applies to work that starts after MIOSA receives it. MIOSA will apply each designation with reasonable care and will instruct its personnel and subcontractors accordingly. If MIOSA believes work requires the use of Restricted Data with a third-party AI provider, MIOSA will stop and ask KII in writing before proceeding.

7.6 No Training on Client Data. MIOSA does not use Client Data to train any model. MIOSA selects providers whose commercial terms do not permit training on submitted data. MIOSA does not claim or rely on any specific provider certification, and Exhibit B states what MIOSA configures rather than what a provider guarantees.

7.7 Client Responsibility. KII is responsible for any notices or consents its own clients require, including cross-border disclosure notices under the Swiss Federal Act on Data Protection and the EU General Data Protection Regulation, and for the accuracy of its Restricted Data classification. MIOSA will provide reasonable information about its processing on request so that KII can meet those obligations.

7. Client data and AI-assisted delivery, continued

7. Client data (continued)

7.8 Storage of Engagement Records. Engagement records, including recordings, transcripts, documents, exports, and working copies, are kept only on MIOSA company-controlled machines and accounts, and only for the duration of the engagement. MIOSA personnel will not store engagement records on personal devices, personal accounts, or unmanaged file-sharing services.

7.9 Deletion and Certification at the End. Within 30 days after termination or completion of the engagement, MIOSA will delete all Client Data and working copies in its possession or control, including copies of deliverables that MIOSA holds, and will certify the deletion in writing on KII's request. KII keeps its own copies of the deliverables. If a legal hold, a tax obligation, or applicable law requires MIOSA to retain a record, MIOSA will retain only that record, keep it protected, and use it only for the required purpose.

7.10 Backups. MIOSA will keep backups of Client Data only with KII's written permission and only for the period KII approves. Any approved backup remains subject to Sections 7.8 and 7.9 and is deleted at the end of the approved period.

7.11 Third-Party AI Providers. MIOSA selects and configures the providers described in Section 7.4 and Exhibit B with reasonable care. MIOSA is not responsible for a provider's own breach of its obligations beyond that selection and configuration, and the limitations in Section 11 apply to any claim arising from a provider's acts or omissions.

7.12 Security Incidents. Each Party will notify the other Party without undue delay after it confirms unauthorized access to Client Data or credentials in its control that materially affects the Services. The affected Party will take reasonable containment and remediation measures and will provide the information reasonably necessary for the other Party to meet its legal and contractual obligations.

7.13 Safeguards. MIOSA will maintain reasonable administrative, technical, and organizational safeguards appropriate to the nature of the Client Data made available for the Services, including access control on MIOSA company accounts, confidentiality undertakings from personnel, and prompt removal of access when a person leaves the engagement team. MIOSA will not provide production credentials for any system that KII has not authorized in writing.

7.14 Acknowledgment. Before the engagement starts, the Parties will complete Exhibit B, which records the tools and providers in use, the Restricted Data designation, and KII's acknowledgment of the matters in this Section. Exhibit B forms part of this Agreement.

8. Intellectual property

8. Intellectual property

8.1 Client Materials. "Client Materials" means KII's pre-existing and independently developed software, source code, object code, APIs, data, designs, trademarks, documentation, product plans, business methods, and other materials. KII owns all Client Materials. KII grants MIOSA a limited, nonexclusive right to use Client Materials solely to perform the Services.

8.2 BusinessOS Fork. MIOSA will deliver a fork of the BusinessOS platform to KII under the Apache License 2.0, in KII's own repository. KII owns and controls that fork and may operate, modify, rebrand, extend, and continue it without MIOSA. MIOSA contributes to KII's fork only with KII's written permission.

8.3 Optimal Engine Component. The Optimal Engine component is licensed to KII under the MIT License, in KII's repository and in the open.

8.4 KII-Specific Work Product. "Work Product" means the KII-specific modules, configuration, integrations, glossary, standard operating procedures, documentation, runbooks, and other deliverables created specifically for KII under Exhibit A and identified as Work Product in that SOW. On full payment of the amounts due for the related milestone, MIOSA assigns to KII its right, title, and interest in the Work Product, excluding Client Materials, Service Provider Materials, third-party materials, and open-source software. Until that payment is received, MIOSA retains title to the Work Product. This Section is the ownership transfer referred to in Section 3.

8.5 Service Provider Materials. "Service Provider Materials" means MIOSA's pre-existing and independently developed software, platforms, APIs, SDKs, deployment systems, templates, methods, libraries, tools, models, architectures, workflows, documentation, know-how, and improvements that do not disclose KII Confidential Information, including BusinessOS and the Optimal Engine apart from the licenses granted in Sections 8.2 and 8.3. MIOSA and its licensors retain all rights in Service Provider Materials.

8.6 Embedded Materials. To the extent Service Provider Materials are necessarily embedded in the delivered platform or in Work Product, MIOSA grants KII a perpetual, worldwide, nonexclusive, royalty-free license to use, reproduce, modify, and distribute those embedded Service Provider Materials solely as part of, or as reasonably necessary to use, the delivered platform and Work Product. This license does not grant access to hosted MIOSA services, source code not delivered under an SOW, production capacity, support, updates, or third-party services.

8.7 Open Source and Third-Party Materials. Open-source and third-party materials remain subject to their applicable licenses and terms, and KII's compliance with those licenses is KII's responsibility. MIOSA will identify material third-party dependencies in the deliverables where reasonably practicable so that KII can review them.

8.8 Location of Source. All source code delivered under Exhibit A is placed in KII's repository. MIOSA will not condition the delivery of source on the continuation of any later engagement.

8.9 Feedback. A Party may use voluntary feedback about its own products and services without restriction, provided the feedback does not disclose the other Party's Confidential Information or grant rights in the other Party's intellectual property.

9. Representations and warranties / 10. Indemnification

9. Representations and warranties

9.1 Mutual Authority. Each Party represents that it is duly organized and validly existing, that it has authority to enter into this Agreement and perform its obligations, and that entering into this Agreement does not conflict with any other agreement or obligation to which it is subject. KII represents that it is a company organized under the laws of Switzerland.

9.2 Service Warranty. MIOSA warrants that the Services will be performed in a professional and workmanlike manner and that, at delivery, Work Product created solely by MIOSA will materially conform to the applicable SOW. MIOSA's only obligation for a breach of this warranty is to re-perform the affected Services or correct the affected Work Product without additional professional fees. This Section does not apply to a milestone or deliverable that has been accepted under Section 5, except that a defect that could not reasonably have been identified during the acceptance period remains covered for 30 days after acceptance.

9.3 Client Warranty. KII represents that it has the rights and authorizations required to provide Client Data and instructions to MIOSA and to grant the rights described in Sections 7 and 8, and that it will comply with applicable law, including data protection law, in its use of the Services and in its designations under Section 7.5.

9.4 Disclaimer. EXCEPT FOR THE EXPRESS WARRANTIES IN THIS AGREEMENT, THE SERVICES, DELIVERABLES, RECOMMENDATIONS, AND SERVICE PROVIDER MATERIALS ARE PROVIDED "AS IS." MIOSA DISCLAIMS IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT TO THE MAXIMUM EXTENT PERMITTED BY LAW. MIOSA DOES NOT WARRANT THAT A LATER IMPLEMENTATION WILL BE UNINTERRUPTED, ERROR-FREE, SECURE AGAINST EVERY THREAT, LEGALLY COMPLIANT, OR COMMERCIALLY SUCCESSFUL, AND MIOSA DOES NOT PROVIDE LEGAL, TAX, OR REGULATORY ADVICE.

10. Indemnification

10.1 MIOSA Indemnity. MIOSA will defend KII against a third-party claim that unmodified Work Product created solely by MIOSA under an SOW infringes a United States copyright or misappropriates a trade secret, and will pay damages finally awarded or agreed in settlement. This obligation does not apply to claims arising from Client Materials, Client Data, KII's instructions, modifications not made by MIOSA, combinations not supplied by MIOSA, open-source or third-party materials, or use after MIOSA offers a reasonable replacement or modification.

10.2 KII Indemnity. KII will defend MIOSA against a third-party claim that Client Materials, Client Data, or instructions supplied by KII infringe a United States copyright or misappropriate a trade secret, violate applicable law, or were provided without the required rights or authorization, including any claim by a client of KII relating to notices or consents described in Section 7.7, and will pay damages finally awarded or agreed in settlement. This obligation does not apply to claims caused by MIOSA's unauthorized modification or use of those materials outside the Services.

10.3 Procedure. The indemnified Party will provide prompt written notice, reasonable cooperation at the indemnifying Party's expense, and control of the defense and settlement to the indemnifying Party. A failure to give prompt notice limits the indemnity only to the extent the failure materially prejudices the defense. No settlement may admit fault by, or impose nonmonetary obligations on, the indemnified Party without its written consent.

10.4 Sole Remedy for Infringement. Sections 10.1 and 10.2 state the indemnifying Party's entire liability, and the indemnified Party's sole remedy, for the types of third-party claims described in those Sections, subject to the limitations in Section 11.

11 to 13. Liability, termination, non-solicitation

11. Limitation of liability

11.1 General Cap. EXCEPT FOR UNCAPPED CLAIMS, EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT WILL NOT EXCEED THE FEES KII PAID TO MIOSA IN THE THREE MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM. The cap applies to all claims in the aggregate, including claims under Sections 7 and 10, and applies whether the claim is based in contract, tort, statute, or otherwise.

11.2 Excluded Damages. EXCEPT FOR UNCAPPED CLAIMS, NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR FOR LOST PROFITS, REVENUE, BUSINESS, DATA, OR GOODWILL, EVEN IF THE PARTY WAS ADVISED OF THE POSSIBILITY.

11.3 Uncapped Claims. The limitations in this Section do not apply to: KII's obligation to pay fees and approved expenses; fraud or fraudulent misrepresentation; willful misconduct; or liability that cannot lawfully be limited. A breach of Section 6 or Section 8 remains subject to the cap in Section 11.1, and the Parties intend that the cap applies to every other claim between them, however characterized.

11.4 Basis of the Bargain. The Parties negotiated this Section as part of the allocation of risk and it is reflected in the fixed fee. If a limitation in this Section is unenforceable in a jurisdiction, the Parties intend that the limitation be reduced only to the extent necessary to make it enforceable.

12. Term and termination

12.1 Term. This Agreement begins on the Effective Date and continues until the engagement described in Exhibit A is completed, or until earlier terminated under this Section. Termination of this Agreement does not automatically terminate an active SOW unless the notice states otherwise.

12.2 Pilot Exit After Milestone 1. After Milestone 1 acceptance, KII may stop the engagement on written notice with no further fees due. KII keeps everything delivered to that point under the licenses and ownership terms of Section 8, and MIOSA disposes of KII data under Section 7.9. Notice under this Section does not require KII to give a reason and does not trigger any termination charge.

12.3 Termination for Cause. Either Party may terminate this Agreement or an affected SOW if the other Party materially breaches it and does not cure the breach within 10 business days after written notice describing the breach. A Party may terminate immediately on written notice if the other Party becomes insolvent, ceases to conduct business, or enters a bankruptcy or similar proceeding that is not dismissed within 60 days.

12.4 Termination for Convenience. KII may terminate an SOW for convenience on 15 days' written notice. KII will pay the portion of the fixed fee reasonably attributable to Services and deliverables completed through the effective termination date, plus the pro rata share of the current milestone for work in progress, plus any approved noncancelable commitment, not exceeding the total fees for that SOW. A prepaid amount is credited against that calculation, MIOSA will refund any unearned balance within 15 days, and MIOSA will deliver completed and paid-for work in its then-current form.

12.5 Effect of Termination. On termination, MIOSA will stop work, hand over completed and paid-for work, return or dispose of Client Data under Section 7.9, and provide a final written status of work in progress. KII will pay all amounts due for work performed through the effective termination date.

12.6 Survival. Payment obligations and Sections 6, 7.9, 8, 10, 11, 13, 16, and 17 survive termination to the extent necessary to give them effect.

13. Non-solicitation

During the engagement and for 12 months after it ends, neither Party will knowingly solicit for employment or engagement any employee or individual contractor of the other Party who worked on the engagement. This Section does not restrict general public advertisements or hiring campaigns that are not targeted at those individuals, and does not restrict a Party from employing a person who responds to a general advertisement or applies without solicitation. A breach of this Section does not create a right to terminate an SOW, and the sole remedy is injunctive relief under Section 16.4.

Exhibit A / Statement of Work

Exhibit A

KII Business OS 90-Day Statement of Work

Objective. Install a KII-owned Business OS on KII's own infrastructure, prove it on the Operations loop with human approval gates, extend it to a second department, and hand over the running system and its full source in KII's repository within 90 days, on a fixed fee with four separately accepted milestones. The KII Business OS Proposal and Scope of Work dated October 6, 2026 describes the architecture and approach and is background material under Section 1.4.

In scope. KII only, with Operations as the first vertical: the foundation installed on KII infrastructure; read-only mirrors of the current systems (Autotask today, KII's own ERP as it replaces Autotask, ticketing, and time billing); a Teams connector through Microsoft Graph; a shared project workspace with session handoff; the company glossary; governance at user, role, and data levels; the Operations pilot behind approval gates; a second department wave chosen at kickoff; SOP and documentation; runbooks; admin training; and full source handover.

Out of scope. Unless separately contracted: the cybersecurity company in the group, the Vietnam operation, the Hong Kong project, accounting system migration (integrated read-only later and migrated in a later phase), additional on-site weeks, production support and incident response, security certification, legal or regulatory advice, third-party licenses, and expansion to other group companies. Items listed under Section 1.4 are also outside scope.