MASTER SERVICES AGREEMENT

PREAMBLE

This Master Services Agreement ("MSA") establishes the general terms governing the professional relationship between Panoptica Financial Ltd. ("Panoptica," "we," "us," or "our") and each client ("Client," "you," or "your") that engages Panoptica to provide professional services.

This MSA is incorporated by reference into every Engagement Letter, Statement of Work, Subscription Agreement, Proposal, Work Order, Change Order, or other written agreement that expressly references this MSA (each, an "Engagement Agreement").

Together, the Engagement Agreement and this MSA constitute the complete agreement between the parties unless expressly modified in writing and signed by both parties.

If a conflict exists between this MSA and an Engagement Agreement, the Engagement Agreement controls solely with respect to the conflicting provision.

ARTICLE 1 - DEFINITIONS

For purposes of this Agreement:

1.1 Affiliate

"Affiliate" means any entity controlling, controlled by, or under common control with a party.

1.2 Artificial Intelligence Technologies

"Artificial Intelligence Technologies" means machine learning systems, large language models, natural language processing systems, generative artificial intelligence, intelligent automation, analytical models, workflow automation technologies, and similar current or future technologies used to assist in delivering professional services.

1.3 Client Data

"Client Data" means all information, records, documents, financial information, personnel information, operational information, source documents, electronic records, databases, credentials, files, and other materials supplied by Client or generated from Client's business operations.

Client Data does not include Panoptica Intellectual Property.

1.4 Confidential Information

"Confidential Information" means non-public information disclosed by either party that reasonably should be understood to be confidential, including but not limited to:

• financial information
• customer information
• pricing
• business plans
• trade secrets
• software
• source code
• processes
• methodologies
• security information
• credentials
• technical documentation
• strategic plans
• proprietary reports
• unpublished intellectual property

Confidential Information does not include information that:

a. becomes publicly available through no breach of this Agreement;

b. was lawfully known by the receiving party before disclosure;

c. is independently developed without use of the disclosing party's Confidential Information; or

d. is lawfully obtained from a third party without restriction.

1.5 Deliverables

"Deliverables" means reports, analyses, financial models, dashboards, presentations, memoranda, recommendations, process documentation, training materials, templates specifically prepared for Client, and other work product expressly identified in an Engagement Agreement.

Deliverables do not include Panoptica Intellectual Property except to the extent expressly stated in writing.

1.6 Engagement Agreement

An Engagement Letter, Statement of Work, Subscription Agreement, Proposal, Work Order, Change Order, or other written agreement executed by the parties that references this Master Services Agreement.

1.7 Fees

All professional fees, subscription fees, implementation fees, recurring fees, expenses, and other charges payable by Client under an Engagement Agreement.

1.8 Intellectual Property

Any copyright, trademark, trade secret, patent right, know-how, methodology, software, documentation, workflow, automation, prompt library, framework, process, model, invention, design, database, template, training material, or other proprietary right recognized under applicable law.

1.9 Panoptica Intellectual Property

"Panoptica Intellectual Property" includes all Intellectual Property owned, created, licensed, or developed by Panoptica before, during, or after an engagement, including without limitation:

• methodologies
• business frameworks
• financial models
• process maps
• operating procedures
• templates
• checklists
• playbooks
• training materials
• implementation methodologies
• proprietary analyses
• dashboards
• automation workflows
• prompt libraries
• prompt engineering techniques
• AI-assisted workflows
• decision frameworks
• quality control procedures
• internal documentation
• research methodologies
• educational content
• software
• documentation
• derivative works
• improvements
• enhancements

whether or not incorporated into Client Deliverables.

1.10 Professional Services

Professional consulting, advisory, accounting, tax, controller, CFO, finance transformation, operational, implementation, training, subscription, technology-enabled, or other services provided by Panoptica pursuant to an Engagement Agreement.

1.11 Third-Party Services

Products, software, cloud platforms, service providers, applications, infrastructure providers, consultants, contractors, or vendors that are not owned or controlled by Panoptica.

1.12 Work Product

All Deliverables together with supporting analyses, calculations, documentation, and materials prepared by Panoptica in connection with an Engagement Agreement.

Work Product excludes Panoptica Intellectual Property except as expressly licensed.

ARTICLE 2 - APPLICABILITY

2.1 Master Agreement

This MSA governs all Professional Services performed by Panoptica unless expressly superseded by a signed written agreement.

2.2 Future Engagements

Unless otherwise agreed in writing, this MSA shall automatically apply to all future Engagement Agreements between the parties.

2.3 Modifications

No modification of this MSA shall be effective unless made in writing and executed by authorized representatives of both parties.

Panoptica may publish updated versions of this MSA on its website from time to time; however, revisions shall apply only to Engagement Agreements entered into after the effective date of the revised version unless both parties expressly agree otherwise in writing.

2.4 Relationship of Documents

If multiple Engagement Agreements exist simultaneously, each Engagement Agreement governs only the services described therein, while this MSA governs the overall legal relationship between the parties.

2.5 No Obligation to Accept Engagements

Neither this MSA nor any prior business relationship obligates either party to enter into future Engagement Agreements.

Panoptica reserves the right to decline any requested engagement in its sole professional discretion.

ARTICLE 3 - PROFESSIONAL RELATIONSHIP

3.1 Independent Contractor

Panoptica is an independent contractor.

Nothing contained in this Agreement shall be construed to create:

• an employer-employee relationship;
• a partnership;
• a joint venture;
• an agency relationship;
• a fiduciary relationship;
• an ownership interest; or
• any relationship other than that of independent contracting parties,

unless expressly stated in a separately executed written agreement.

3.2 Professional Judgment

Panoptica shall perform Professional Services using reasonable professional judgment consistent with applicable professional standards and the scope of the applicable Engagement Agreement.

Professional Services involve the exercise of judgment and are not intended to guarantee any particular financial, operational, regulatory, tax, investment, business, or commercial outcome.

3.3 No Guarantee of Results

Unless expressly stated otherwise in writing, Panoptica does not guarantee:

• profitability;
• business growth;
• financing;
• fundraising;
• tax savings;
• regulatory approval;
• audit outcomes;
• lender approval;
• investor acceptance;
• operational improvements;
• implementation success; or
• any other specific business result.



Recommendations provided by Panoptica are advisory in nature. Final business decisions remain solely the responsibility of Client.