Master Service Agreement

Provider: Aliff Solutions FZC, registered in the United Arab Emirates. A subsidiary of Aliff Capital.

Client: The organization identified in the executed Statement of Work (SOW), including its authorized users, employees, and designated representatives.

Platform: The Aliff Labs software-as-a-service platform accessible at aliffsolutions.com, including all AI-powered analytical engines, Aliff Copilot, dashboards, and tools made available under this Agreement.

Services: Platform access, consulting engagements, readiness assessments, strategic advisory, and any other services described in an executed SOW.

Aliff Solutions provides a white-glove government contracting intelligence platform that includes:

• GovCon Readiness Assessment — diagnostic evaluation of your organization's procurement readiness, competitive position, and capability gaps
• Strategic Advisory — discovery sessions, problem-solution specification, and custom strategy development
• Platform Access — customized dashboard with AI-powered analytical tools tailored to your specific NAICS codes, target agencies, and competitive landscape
• Aliff Copilot — AI-powered conversational assistant trained on government contracting domain knowledge

The specific services, modules, and deliverables for each engagement are defined in the applicable Statement of Work. The platform is not a self-service product; services are delivered through a structured onboarding and consulting process.

Fees are defined in the applicable Statement of Work and may include:

• One-time assessment and onboarding fees
• Monthly or annual platform access fees (recurring)
• Consulting retainer fees (recurring)
• Additional services as mutually agreed

Payment schedule: Invoices are issued at the beginning of each billing period. Payment is due within thirty (30) days of invoice date (Net-30) unless otherwise specified in the SOW.

Late payment: Overdue amounts shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law. Provider reserves the right to suspend platform access for accounts more than fifteen (15) days past due, upon five (5) business days written notice.

All payments are processed through Stripe, Inc. and are subject to Stripe's terms of service. Fees are stated in US Dollars unless otherwise specified.

Initial term: This Agreement commences on the effective date specified in the first SOW and continues for the period defined therein, unless earlier terminated as provided below.

Renewal: Unless either party provides written notice of non-renewal at least thirty (30) days before the end of the current term, the Agreement shall automatically renew for successive periods equal to the initial term at the then-current rates.

Termination for convenience: Either party may terminate this Agreement with thirty (30) days written notice. Client shall pay for all services rendered and platform access through the effective date of termination.

Termination for cause: Either party may terminate immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within fifteen (15) days of receiving written notice.

Client agrees to use the platform in accordance with our Acceptable Use Policy, which is incorporated herein by reference. Client shall not:

• Share account credentials with unauthorized individuals
• Attempt to access data belonging to other organizations on the platform
• Use the platform to submit false information to government agencies
• Reverse-engineer, decompile, or extract the AI models or algorithms
• Use platform outputs in violation of any applicable procurement regulation

Provider IP: Aliff Solutions retains all rights, title, and interest in the platform, AI models, algorithms, engines, methodologies, software, and all related intellectual property. Nothing in this Agreement transfers ownership of any Provider IP to Client.

Client data: Client retains all rights to its proprietary data, including company profiles, pipeline information, bid strategies, pricing models, and internal documents uploaded to or generated within the platform.

AI-generated outputs: Outputs generated by AI features (including Copilot responses, analytical reports, and recommendations) are provided under a non-exclusive license for Client's internal business use. Client may incorporate AI-generated outputs into proposals and business documents without additional licensing fees.

Data usage for improvement: Client acknowledges and agrees that Aliff Solutions may use anonymized and aggregated interaction data to improve platform services and AI models, as described in our AI Terms of Service.

Each party agrees to hold in confidence all Confidential Information received from the other party. "Confidential Information" means any non-public information disclosed by one party to the other, whether orally, in writing, or electronically, including but not limited to:

• Client: bid strategies, pricing models, pipeline data, competitive intelligence, teaming arrangements, personnel information, financial data
• Provider: platform architecture, AI model details, proprietary algorithms, business plans, pricing structures

Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was known to the receiving party prior to disclosure; (c) is independently developed without use of the disclosing party's Confidential Information; or (d) is required to be disclosed by law or legal process.

This confidentiality obligation survives termination of this Agreement for a period of three (3) years.

Client acknowledges that AI-powered features of the platform, including Aliff Copilot, win probability analysis, pricing optimization, recompete prediction, and incumbent vulnerability scoring, are advisory tools subject to the limitations described in our AI Terms of Service, which are incorporated herein by reference.

Provider does not guarantee the accuracy, completeness, or suitability of any AI-generated output. Client agrees to apply professional judgment and conduct independent verification before relying on AI outputs for business decisions, proposal submissions, or communications with government agencies.

Liability cap: Provider's total aggregate liability under this Agreement shall not exceed the total fees actually paid by Client to Provider during the twelve (12) calendar months immediately preceding the event giving rise to liability, or Five Thousand US Dollars (USD $5,000), whichever is greater.

Exclusion of consequential damages: In no event shall either party be liable for indirect, incidental, special, consequential, or punitive damages, including but not limited to lost profits, lost bids, lost contract awards, loss of goodwill, or costs of procurement of substitute services, regardless of the theory of liability (including negligence, contract, or tort) and even if the party has been advised of the possibility of such damages.

Exceptions to cap and exclusions: The limitations in this Section do not apply to: (a) a party's breach of its confidentiality obligations under Section 7; (b) Client's payment obligations under Section 3; (c) liability arising from willful misconduct, gross negligence, or fraud; (d) Client's indemnification obligations under Section 10; or (e) Provider's indemnification obligations under Section 10.

This Agreement shall be governed by and construed in accordance with the laws of the United Arab Emirates, without regard to its conflict of laws provisions.

Any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity, or termination, shall be referred to and finally resolved by binding arbitration administered by a recognized UAE arbitration centre mutually agreed upon by the parties. The seat of arbitration shall be the United Arab Emirates. The language of the arbitration shall be English. The arbitral award shall be final and binding and may be enforced in any court of competent jurisdiction.

Nothing in this clause prevents either party from seeking urgent injunctive or other equitable relief from a court of competent jurisdiction to prevent irreparable harm pending the constitution of the arbitral tribunal or the outcome of arbitration.

Client acknowledges that Aliff Solutions serves multiple government contractors, some of whom may compete for the same federal contract opportunities as Client. Aliff Solutions maintains strict technical and organizational isolation between clients through role-based access controls, row-level security, and separate data partitions, as further described in our Organizational Conflict of Interest Policy.

Client agrees that: (a) Aliff Solutions' services to other clients do not constitute an OCI with respect to Client absent a specific disclosure and consent; (b) Client will notify Aliff Solutions in writing if Client believes a specific competing-client relationship creates an impermissible OCI under FAR 9.5 or any applicable agency supplement; and (c) Aliff Solutions will evaluate and respond to any such notification within ten (10) business days.

Aliff Solutions shall not knowingly use Client's confidential bid strategy, pricing, or teaming information to assist a competing client pursuing the same identified procurement opportunity.

To the extent Aliff Solutions processes personal data on Client's behalf as a data processor under applicable privacy law (including GDPR, UAE Federal Decree-Law No. 45 of 2021, or CCPA/CPRA), the parties shall execute a Data Processing Agreement ("DPA") in the form available at aliffsolutions.com/dpa, which is incorporated herein by reference upon execution.

Client represents and warrants that: (a) it has a lawful basis for transferring personal data to Aliff Solutions; (b) the data it uploads to the platform does not include Controlled Unclassified Information (CUI), classified information, or data subject to ITAR/EAR restrictions, except as expressly authorized in writing by Aliff Solutions; and (c) it will comply with all applicable data protection laws in connection with its use of the platform.

Aliff Solutions shall process Client data only as necessary to provide the Services and in accordance with Client's documented instructions, except where otherwise required by applicable law. Aliff Solutions shall notify Client within seventy-two (72) hours of becoming aware of a personal data breach affecting Client data.

Client indemnification: Client shall defend, indemnify, and hold harmless Aliff Solutions, its officers, directors, employees, and subcontractors from and against any third-party claims, losses, damages, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) Client's breach of this Agreement or any applicable law; (b) Client's misuse of the platform or AI-generated outputs; (c) any data Client uploads to the platform, including claims that such data violates third-party rights or applicable law; or (d) any false or misleading information provided by Client during onboarding or in connection with a government procurement.

Provider indemnification: Aliff Solutions shall defend, indemnify, and hold harmless Client from and against any third-party claims that the platform, as provided by Aliff Solutions and used by Client in accordance with this Agreement, infringes any valid patent, copyright, trademark, or trade secret right of a third party. This indemnification does not apply to claims arising from: (i) Client's modification of platform outputs; (ii) Client's combination of the platform with third-party products not provided by Aliff Solutions; or (iii) Client's continued use after Aliff Solutions has provided a non-infringing alternative.

Neither party shall be liable for delay or failure to perform its obligations (other than payment obligations) to the extent caused by circumstances beyond its reasonable control, including acts of God, natural disasters, pandemic, war, terrorism, civil unrest, government action, internet or infrastructure outages not attributable to the affected party, or actions of third-party service providers ("Force Majeure Event").

The affected party shall notify the other party promptly upon becoming aware of a Force Majeure Event and shall use commercially reasonable efforts to resume performance as soon as practicable. If a Force Majeure Event continues for more than sixty (60) days, either party may terminate this Agreement upon written notice without penalty, except that Client shall pay for all services satisfactorily rendered prior to the Force Majeure Event.

Each party represents and warrants that: (a) it has the full legal authority to enter into this Agreement and to perform its obligations hereunder; (b) this Agreement has been duly authorized, executed, and delivered and constitutes the legal, valid, and binding obligation of that party; and (c) its execution and performance of this Agreement does not conflict with any other agreement to which it is a party.

Provider platform warranty: Aliff Solutions warrants that the platform will perform materially in accordance with its documentation under normal use and conditions. Client's sole remedy for a breach of this warranty is, at Aliff Solutions' election, either correction of the non-conformity or a pro-rata refund of the fees paid for the affected period.

Disclaimer: Except as expressly stated in this Section, the platform is provided "as is" and "as available." Aliff Solutions disclaims all other warranties, express or implied, including merchantability, fitness for a particular purpose, and non-infringement, to the maximum extent permitted by applicable law.

Entire agreement: This Agreement (including all executed SOWs, the DPA, and incorporated policies) constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior negotiations, representations, and agreements, whether oral or written.

Order of precedence: In the event of a conflict, the order of precedence is: (1) an executed SOW (for scope/fees/timeline); (2) this MSA; (3) the DPA; (4) incorporated policies (Terms of Service, AI Terms, Acceptable Use Policy).

Amendments: No amendment or modification of this Agreement is effective unless in writing and signed by authorized representatives of both parties. Aliff Solutions may update incorporated policies (Terms of Service, AI Terms, Acceptable Use Policy) with thirty (30) days' prior written notice; material changes to this MSA require a signed amendment.

Severability: If any provision of this Agreement is held invalid or unenforceable, that provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall continue in full force and effect.

Waiver: No failure or delay by either party in exercising any right under this Agreement shall constitute a waiver of that right.

Assignment: Neither party may assign this Agreement without the other party's prior written consent, except that Aliff Solutions may assign this Agreement without consent in connection with a merger, acquisition, or sale of substantially all of its assets, provided that the successor assumes all obligations hereunder.

Notices: All notices under this Agreement shall be in writing and delivered by email with confirmation of receipt (for operational notices) or by registered mail (for legal notices including termination and breach). Notices to Aliff Solutions shall be sent to legal@aliffcapital.com. Notices to Client shall be sent to the contact designated in the applicable SOW.

Independent contractors: The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, employment, or agency relationship between the parties.

IN WITNESS WHEREOF, the parties have executed this Master Service Agreement as of the effective date specified in the first Statement of Work issued hereunder. Execution by electronic signature (including DocuSign or similar platforms) is valid and binding.