MAXPRIMACY Master Services Agreement

Version: 1.0
Effective date of this version: 20.08.2026

This Master Services Agreement (“MSA”) establishes the standard terms under which LIMITED LIABILITY COMPANY “MAXPRIMACY”, a company incorporated under the laws of Ukraine, registration number 46371303, with its registered office at Ukraine, region Kyivska, district Buchanskyi, village Sviatopetrivske, street Hryhoriia Skovorody, build 5, fl 9 (“MAXPRIMACY”), provides professional services to a client identified in an applicable Statement of Work, Order Form, execution page or other engagement document (“Client”).

MAXPRIMACY and the Client are individually a “Party” and together the “Parties”.

1. Purpose and Contract Structure

1.1. This MSA establishes the general legal and commercial framework for engagements between MAXPRIMACY and the Client.

1.2. Specific services are commissioned through one or more documents such as:

• a Statement of Work (“SOW”);
• an Order Form;
• a Change Order;
• another written engagement document expressly incorporating this MSA.

1.3. Each SOW should describe, as applicable:

• the business objective or challenge;
• scope of services;
• deliverables;
• assumptions;
• Client dependencies;
• timetable and milestones;
• fees and payment schedule;
• revision arrangements;
• acceptance criteria;
• exclusions;
• any terms that differ from this MSA.

1.4. This MSA does not require the Client to purchase any minimum volume of services and does not require MAXPRIMACY to accept any proposed project.

1.5. Publication of this MSA on the MAXPRIMACY website does not by itself constitute an unconditional offer to provide services to any person.

1.6. A Client engagement is formed only when MAXPRIMACY and the Client enter into or otherwise validly accept an Engagement Document that expressly incorporates this MSA.

2. Definitions

For the purposes of this MSA:

“Agreement” means this MSA together with the applicable Engagement Documents.

“Background IP” means intellectual property, methodologies, frameworks, know-how, tools, templates, processes, software, models, prompts, research methods, libraries, systems and other materials developed, acquired or owned independently of the relevant Client engagement or capable of reuse across engagements.

“Business Day” means a day other than Saturday, Sunday or an official public holiday applicable to MAXPRIMACY in Ukraine.

“Change Order” means a written amendment to the scope, assumptions, timetable, deliverables, fees or other project terms.

“Client Materials” means information, content, data, trademarks, databases, systems, documents, instructions and other materials supplied or made available by or on behalf of the Client.

“Confidential Information” has the meaning specified in Section 18.

“Deliverables” means the specific project outputs identified as deliverables in an applicable SOW.

“Engagement Document” means an SOW, Order Form, signed execution page or another document that expressly incorporates this MSA and is accepted by both Parties.

“Project IP” means intellectual property specifically created by MAXPRIMACY for the Client as part of a Deliverable, excluding Background IP and Third-Party Materials.

“Services” means the professional services described in an applicable SOW.

“Third-Party Materials” means software, plugins, fonts, stock assets, data, APIs, platforms, libraries, open-source components, licensed content and other materials owned or controlled by third parties.

3. Business-to-Business Relationship

3.1. This MSA is intended for professional and commercial engagements.

3.2. The Client represents that it enters into the Agreement in connection with its business, professional or commercial activities and not primarily as a consumer.

3.3. If a proposed engagement is subject to mandatory consumer legislation, the Parties shall address the applicable requirements separately before the engagement begins.

4. Selection and Acceptance of Engagements

4.1. MAXPRIMACY may evaluate whether a proposed engagement is appropriate before accepting it.

4.2. MAXPRIMACY may decline an engagement where, for example:

• the business problem is outside our capabilities or appropriate scope;
• the Client’s expectations are incompatible with the proposed method;
• the Client is unable or unwilling to provide required information or cooperation;
• a conflict of interest exists;
• the project cannot reasonably be performed under the proposed timing or conditions;
• legal, ethical, compliance or reputational concerns arise.

4.3. An inquiry, consultation, proposal, website submission or preliminary discussion does not obligate either Party to proceed.

5. Performance of Services

5.1. MAXPRIMACY will perform the Services with reasonable professional skill and care.

5.2. MAXPRIMACY determines the methods, tools, processes and allocation of personnel used to perform the Services, subject to the requirements expressly stated in the applicable SOW.

5.3. MAXPRIMACY may adapt its working method where reasonably necessary in response to evidence, market conditions, technical constraints or information discovered during the engagement.

5.4. A change in method that does not materially alter agreed Deliverables, fees or timing does not require a Change Order.

5.5. MAXPRIMACY may use research, analytical, automation and AI-assisted tools in performing the Services, subject to its confidentiality, data-protection and contractual obligations.

6. Statements of Work

6.1. Each SOW forms part of the Agreement.

6.2. Multiple SOWs may operate simultaneously under this MSA.

6.3. Completion or termination of one SOW does not automatically terminate another SOW.

6.4. An SOW may contain terms specific to that engagement.

6.5. If an SOW expressly conflicts with this MSA, the SOW prevails only for that specific engagement and only with respect to the conflicting subject matter.

7. Client Responsibilities

7.1. The Client will provide, in a timely manner:

• accurate and reasonably complete information;
• necessary access to systems, accounts, personnel and documents;
• decisions and approvals;
• feedback;
• Client Materials;
• other cooperation reasonably required for the Services.

7.2. The Client will designate one or more authorised project contacts.

7.3. MAXPRIMACY may rely on instructions and approvals received from designated project contacts within the authority assigned to them.

7.4. The Client is responsible for the accuracy, legality and completeness of Client Materials and business information supplied to MAXPRIMACY.

7.5. The Client will inform MAXPRIMACY promptly if information previously supplied becomes materially inaccurate, incomplete or outdated.

7.6. The Client remains responsible for its business decisions and for implementing recommendations unless implementation itself is expressly included in the SOW.

8. Client Dependencies and Delays

8.1. Project dates assume timely performance of Client dependencies.

8.2. If the Client delays information, access, approvals, feedback, payment or other dependencies, MAXPRIMACY may reasonably adjust:

• delivery dates;
• milestones;
• resource allocation;
• project sequence.

8.3. A delay caused by the Client does not constitute a breach by MAXPRIMACY.

8.4. Where a Client delay requires MAXPRIMACY to reschedule personnel or reserve resources again, MAXPRIMACY may propose a revised timetable and, where materially necessary, a Change Order.

8.5. If Client inactivity continues for more than 20 Business Days, MAXPRIMACY may place the project on hold after giving notice.

8.6. Reactivation of a project placed on hold is subject to resource availability and may require a revised timetable or Change Order.

9. New Information and Changed Assumptions

9.1. Recommendations and Deliverables are based on the information, assumptions and circumstances reasonably available when the relevant work is performed.

9.2. New information supplied after work has commenced may affect conclusions, strategy, scope or Deliverables.

9.3. A Deliverable does not become defective merely because:

• the Client later changes its business model;
• new information was not previously provided;
• market circumstances subsequently change;
• the Client changes its objectives;
• a third-party platform, competitor or regulatory environment changes.

9.4. Work required to reconsider or redo previously completed work because of new information or changed assumptions may constitute additional scope.

10. Revisions

10.1. Revision rounds, if included, are defined in the applicable SOW.

10.2. A revision means a reasonable adjustment to a Deliverable within the agreed scope and assumptions.

10.3. A revision does not include:

• a materially new concept;
• a new audience or market;
• a different product or service;
• a new strategic direction;
• a change in previously approved requirements;
• rework caused by information withheld or supplied late;
• additional Deliverables.

10.4. Requests falling outside the agreed revision scope may be handled through a Change Order.

11. Change Control

11.1. Either Party may propose a change to an engagement.

11.2. A proposed change may affect:

• scope;
• Deliverables;
• assumptions;
• responsibilities;
• timing;
• milestones;
• fees;
• third-party costs.

11.3. MAXPRIMACY is not required to begin additional or changed work until the Parties have approved the applicable Change Order or otherwise confirmed the change in writing.

11.4. For operational changes with no material impact on fees, scope or timing, written confirmation by authorised project contacts is sufficient.

11.5. A change involving additional fees should be approved by a person authorised by the Client to approve commercial changes.

12. Fees

12.1. Fees are stated in the applicable SOW, Order Form or invoice.

12.2. Fees may be:

• fixed;
• milestone-based;
• time-based;
• recurring;
• retainer-based;
• otherwise agreed.

12.3. Unless expressly stated otherwise, fees do not include third-party costs, applicable taxes or reimbursable expenses.

12.4. MAXPRIMACY is not required to commence a stage that is expressly conditional on advance payment until that payment has been received.

13. Invoicing and Payment

13.1. MAXPRIMACY will issue invoices according to the applicable SOW.

13.2. Unless the SOW states otherwise, invoices are payable within 10 calendar days from the invoice date.

13.3. Payments must be made in the currency and to the bank account specified in the applicable invoice, subject to applicable law.

13.4. The Client is responsible for its own bank and transfer charges.

13.5. MAXPRIMACY is responsible for taxes imposed on its own net income.

13.6. If the Client is required by law to withhold tax from a payment:

• the Client will notify MAXPRIMACY promptly;
• provide appropriate official evidence of the withholding;
• reasonably cooperate in applying any available treaty relief or exemption.

13.7. Unless the applicable SOW expressly states otherwise, fees are intended to be received by MAXPRIMACY net of Client-side withholding taxes. Where legally permissible, the Client will increase the payment so that MAXPRIMACY receives the invoiced amount after the required withholding, excluding taxes imposed on MAXPRIMACY’s net income.

13.8. A payment obligation is not satisfied until cleared funds are received in the designated account, unless mandatory law provides otherwise.

14. Late Payment and Suspension

14.1. If an undisputed invoice remains overdue, MAXPRIMACY may send a payment notice.

14.2. If payment is not received within 5 Business Days after that notice, MAXPRIMACY may suspend affected Services until payment is received.

14.3. Suspension for non-payment may extend the project timetable.

14.4. The Client remains responsible for amounts properly due before and during the suspension.

14.5. MAXPRIMACY may claim statutory interest, contractual remedies and reasonable recovery costs to the extent permitted by applicable law.

15. Expenses and Third-Party Costs

15.1. The Client is responsible only for expenses or third-party costs that:

• are expressly included in the SOW; or
• have been approved by the Client in writing.

15.2. Examples may include:

• advertising spend;
• paid research data;
• stock assets;
• software licences;
• travel;
• external production;
• specialist third-party services.

15.3. Where possible, long-term third-party accounts intended for the Client’s continued use should be created in or transferred to the Client’s ownership.

16. Delivery and Acceptance

16.1. MAXPRIMACY will deliver Deliverables in the manner specified in the SOW or through the agreed project communication channel.

16.2. Unless the SOW establishes another acceptance period, the Client has 5 Business Days after delivery to:

• accept the Deliverable; or
• provide a written rejection identifying specific material respects in which the Deliverable does not conform to the agreed SOW.

16.3. General dissatisfaction, changed preferences or requests outside the agreed scope do not constitute a valid rejection.

16.4. If the Client does not provide a valid rejection within the acceptance period, the Deliverable is deemed accepted.

16.5. Use, publication, deployment or commercial implementation of a Deliverable also constitutes acceptance of that Deliverable, unless the Parties agree otherwise.

16.6. Where a valid rejection is made, MAXPRIMACY will use reasonable efforts to correct the identified non-conformity within the agreed scope.

16.7. The Parties may sign an Acceptance Certificate or similar document.

16.8. Unless an SOW expressly makes a signed Acceptance Certificate mandatory, failure to sign such a certificate does not prevent deemed acceptance under this Section.

17. Third-Party Services and Materials

17.1. Some engagements may depend on Third-Party Materials or services, including:

• hosting;
• WordPress;
• plugins;
• fonts;
• stock assets;
• advertising platforms;
• analytics platforms;
• CRM systems;
• APIs;
• databases;
• SaaS products;
• open-source software.

17.2. Third-Party Materials remain subject to their respective licence terms and ownership rights.

17.3. MAXPRIMACY cannot transfer ownership or rights that it does not itself possess.

17.4. The Client is responsible for complying with third-party licence terms applicable to its continued use of Third-Party Materials.

17.5. Unless expressly agreed otherwise, MAXPRIMACY is not responsible for:

• third-party service outages;
• discontinuation of third-party products;
• changes to algorithms, APIs or platform policies;
• licence-price changes;
• actions taken by independent third-party platforms.

18. Confidentiality

18.1. “Confidential Information” means non-public information disclosed by or on behalf of one Party to the other that is identified as confidential or that a reasonable business person would understand to be confidential considering its nature and circumstances.

18.2. Confidential Information may include:

• business plans;
• strategies;
• customer information;
• financial information;
• pricing;
• product plans;
• research;
• credentials;
• technical information;
• unpublished data;
• methodologies;
• proposals;
• trade secrets.

18.3. The receiving Party will:

• use Confidential Information only for the purposes of the business relationship;
• protect it using reasonable care;
• disclose it only to personnel, contractors or advisers who reasonably need access and are subject to appropriate confidentiality obligations.

18.4. Confidential Information does not include information that the receiving Party can demonstrate:

• was lawfully known without confidentiality restriction before disclosure;
• becomes public without breach of the Agreement;
• is lawfully received from an independent third party without confidentiality restriction;
• is independently developed without use of the disclosing Party’s Confidential Information.

18.5. If disclosure is required by law or binding legal process, the receiving Party may disclose the minimum required information and, where legally permitted, will provide reasonable prior notice.

18.6. Confidentiality obligations continue for 5 years after the relevant disclosure.

18.7. Trade secrets remain protected for as long as they retain trade-secret status under applicable law.

18.8. If the Parties entered into an NDA before this MSA, that NDA remains applicable to information disclosed under it. For subsequent disclosures, the more protective applicable confidentiality obligation will prevail unless the Parties expressly agree otherwise.

19. Data Protection

19.1. Each Party will comply with applicable personal-data protection requirements relevant to its role.

19.2. Where MAXPRIMACY processes personal data for its own business purposes, it generally acts as a controller or equivalent role under applicable law.

19.3. Where MAXPRIMACY processes personal data solely on behalf of the Client and according to documented Client instructions, the Parties will enter into a Data Processing Addendum where required.

19.4. The Client will not provide MAXPRIMACY with personal data beyond what is reasonably necessary for the Services.

19.5. The Client represents that it has a lawful basis and the necessary rights to provide personal data to MAXPRIMACY for the agreed processing.

19.6. International data-transfer requirements, subprocessors, security obligations and return or deletion of Client-controlled personal data may be addressed in the applicable DPA.

20. Artificial Intelligence and Automation

20.1. MAXPRIMACY may use approved AI-assisted, automated or computational tools as part of its internal workflow.

20.2. Such tools may support research, analysis, drafting, classification, summarisation, quality control and other professional work.

20.3. MAXPRIMACY remains responsible for the Services it provides and does not treat the output of an automated system as a substitute for professional judgment where human review is appropriate.

20.4. Confidential Client information or Client-controlled personal data will only be processed through tools consistent with MAXPRIMACY’s applicable confidentiality, privacy and contractual obligations.

20.5. An SOW may impose additional AI-related restrictions for a particular engagement.

21. Client Materials

21.1. The Client retains ownership of Client Materials.

21.2. The Client grants MAXPRIMACY a non-exclusive, worldwide, royalty-free licence for the duration of the engagement to use, reproduce, modify, analyse and otherwise process Client Materials only as reasonably necessary to provide the Services.

21.3. The Client represents that it has the rights and permissions necessary to provide Client Materials and grant the licence in Section 21.2.

21.4. MAXPRIMACY is not responsible for infringement or unlawfulness resulting from Client Materials or instructions supplied by the Client, except to the extent MAXPRIMACY knowingly uses them outside the agreed purpose.

22. MAXPRIMACY Background IP

22.1. MAXPRIMACY retains all rights in its Background IP.

22.2. Background IP includes, without limitation:

• Competitive Advantage Management methodologies;
• Visibility Precedence methodologies;
• reusable frameworks;
• research methods;
• diagnostic structures;
• scoring models;
• templates;
• prompts;
• processes;
• internal software and tools;
• know-how;
• generic models;
• libraries and reusable components.

22.3. Payment for Services does not transfer ownership of MAXPRIMACY Background IP unless an SOW expressly identifies a particular asset as being transferred.

22.4. MAXPRIMACY may continue to use, develop, licence and commercialise its Background IP for other purposes and clients, provided it does not disclose the Client’s Confidential Information.

23. Project Deliverables and Transfer of Intellectual Property

23.1. The treatment of intellectual property in Deliverables may be specified in the applicable SOW.

23.2. Unless an SOW states otherwise, economic intellectual-property rights in Project IP specifically created for and included in a final Deliverable are transferred to the Client only upon the later of:

• full payment of all amounts due in respect of that Deliverable; and
• acceptance of the relevant Deliverable.

23.3. Where the SOW requires a separate Intellectual Property Transfer Certificate, transfer occurs upon the later of:

• full payment;
• acceptance;
• execution of the required certificate.

23.4. To the maximum extent permitted by applicable law, the transfer under Section 23.2 includes transferable economic rights necessary for the Client to reproduce, use, adapt, modify, translate, distribute, display, communicate, make available and otherwise commercially exploit the transferred Project IP worldwide for the full period of protection.

23.5. Personal non-economic or moral rights that cannot legally be transferred remain with their respective authors.

23.6. No transfer under this Section includes:

• Background IP;
• Third-Party Materials;
• Client Materials;
• rights which MAXPRIMACY is legally or contractually unable to transfer.

23.7. To the extent Background IP is embedded in a transferred Deliverable and is necessary for normal use of that Deliverable, MAXPRIMACY grants the Client a perpetual, worldwide, royalty-free, non-exclusive licence to use that embedded Background IP solely as necessary to use, maintain, modify and exploit the Deliverable.

23.8. The licence in Section 23.7 may be exercised by the Client’s affiliates, employees and service providers solely for the Client’s legitimate use of the Deliverable.

23.9. Third-Party Materials remain subject to third-party licences.

24. General Knowledge and Reusable Experience

24.1. Nothing in the Agreement prevents MAXPRIMACY from using general professional skills, experience, concepts and know-how developed or improved during an engagement, provided such use does not disclose:

• Client Confidential Information;
• Client-owned Project IP;
• identifiable Client personal data.

24.2. MAXPRIMACY may use aggregated or genuinely anonymised learnings that do not identify the Client or disclose its Confidential Information.

25. Publicity and Case Studies

25.1. MAXPRIMACY will not use the Client’s name, logo or identifiable testimonial in public marketing materials without the Client’s prior written approval.

25.2. A named case study requires the Client’s prior approval.

25.3. Unless prohibited by an SOW, MAXPRIMACY may describe work in a genuinely anonymised manner where the Client cannot reasonably be identified and no Confidential Information is disclosed.

25.4. The Parties may agree separate publicity rights in an SOW.

26. Non-Exclusivity and Conflicts

26.1. Unless an SOW expressly provides otherwise, MAXPRIMACY’s relationship with the Client is non-exclusive.

26.2. MAXPRIMACY may provide services to other organisations, including organisations operating in the same or adjacent markets.

26.3. MAXPRIMACY will not use one client’s Confidential Information for another client.

26.4. Where MAXPRIMACY identifies a material conflict that cannot reasonably be managed through confidentiality and internal controls, MAXPRIMACY may decline or discontinue the affected engagement.

26.5. Any market, category or competitor exclusivity must be expressly agreed in an SOW and may be subject to additional fees or restrictions.

27. Research and Third-Party Data

27.1. MAXPRIMACY may rely on public sources, licensed data, Client information and third-party research.

27.2. MAXPRIMACY will use reasonable professional care when interpreting such information but does not guarantee the continuing accuracy or completeness of independent third-party sources.

27.3. Licence restrictions may prevent MAXPRIMACY from transferring raw third-party datasets to the Client.

27.4. In those circumstances, Deliverables may contain conclusions, analysis or permitted extracts rather than the underlying licensed data.

28. Warranties

28.1. Each Party represents that it has authority to enter into the Agreement.

28.2. MAXPRIMACY warrants that it will perform the Services with reasonable professional skill and care.

28.3. The Client warrants that:

• its instructions are lawful;
• it has the necessary rights to Client Materials;
• information provided to MAXPRIMACY is not knowingly materially misleading;
• its authorised representatives have appropriate authority.

28.4. Except for express warranties in the Agreement and warranties that cannot legally be excluded, no other warranty is given.

29. No Guarantee of Commercial Results

29.1. MAXPRIMACY provides research, strategy, professional judgment and execution capabilities but does not guarantee a specific commercial outcome unless an SOW expressly states otherwise.

29.2. MAXPRIMACY does not guarantee:

• revenue;
• profit;
• sales volume;
• number of leads;
• market share;
• search rankings;
• advertising performance;
• media coverage;
• AI citations;
• competitive position;
• investment;
• valuation;
• other specific business results.

29.3. Business outcomes depend on factors including market conditions, competitors, Client implementation, products, pricing, operations, budgets, technology and third-party platforms.

29.4. Forecasts, models and strategic recommendations represent professional analysis based on available information and are not guarantees of future events.

30. Client Decisions and Regulated Advice

30.1. The Client retains final decision-making authority.

30.2. Unless expressly agreed and legally authorised, MAXPRIMACY does not provide regulated:

• legal advice;
• tax advice;
• accounting advice;
• investment advice;
• financial advice.

30.3. Where specialist regulated advice is required, the Client should engage an appropriately authorised professional.

31. Intellectual Property Claims

31.1. If a third party claims that original Project IP created solely by MAXPRIMACY infringes that third party’s intellectual property rights, MAXPRIMACY may, at its option:

• obtain an appropriate right for continued use;
• modify the affected material;
• replace the affected material;
• refund the portion of fees reasonably attributable to the unusable affected Deliverable.

31.2. MAXPRIMACY is not responsible for a claim caused by:

• Client Materials;
• Client instructions;
• modifications not made or authorised by MAXPRIMACY;
• combination with material not supplied by MAXPRIMACY;
• Third-Party Materials;
• continued use after MAXPRIMACY has provided a reasonable non-infringing replacement.

31.3. The Client will be responsible for third-party claims arising from Client Materials or unlawful Client instructions to the extent caused by those materials or instructions.

32. Limitation of Liability

32.1. To the maximum extent permitted by applicable law, neither Party is liable to the other for indirect, incidental, special, punitive or consequential loss, or for loss of anticipated profit, revenue, business opportunity, goodwill or savings, except where such exclusion is prohibited by law.

32.2. MAXPRIMACY is not liable for loss caused by:

• inaccurate or incomplete Client information;
• Client delay;
• Client failure to implement a recommendation;
• independent third-party platforms;
• changes in search, advertising, social or AI platform algorithms;
• third-party data inaccuracies;
• events outside MAXPRIMACY’s reasonable control.

32.3. Subject to Sections 32.4 and 32.5, MAXPRIMACY’s aggregate liability arising from an SOW will not exceed the total fees paid or payable to MAXPRIMACY under that SOW during the 12 months preceding the event giving rise to the claim, or, for an engagement lasting less than 12 months, the total fees under that SOW.

32.4. For breaches of confidentiality, data-protection obligations or MAXPRIMACY’s obligations under Section 31, the aggregate liability cap is two times the amount calculated under Section 32.3.

32.5. Nothing in the Agreement limits:

• liability that cannot legally be limited;
• liability for fraud or intentional misconduct;
• the Client’s obligation to pay amounts properly due;
• liability arising from intentional unauthorised use of the other Party’s intellectual property.

33. Compliance with Law

33.1. Each Party is responsible for complying with laws applicable to its own business and performance under the Agreement.

33.2. MAXPRIMACY may refuse an instruction that it reasonably believes would:

• violate law;
• infringe third-party rights;
• involve deceptive or fraudulent conduct;
• create a material compliance risk.

33.3. Such refusal does not constitute breach if the concern is reasonable and MAXPRIMACY promptly explains the issue to the Client.

34. Term

34.1. This MSA begins on the date it becomes binding between MAXPRIMACY and the Client (“Effective Date”).

34.2. The initial term is 12 months from the Effective Date.

34.3. The MSA automatically renews for successive periods of 12 months unless either Party gives written notice that it does not wish to renew at least 30 calendar days before the end of the current term.

34.4. Renewal of this MSA does not itself create a new paid engagement.

34.5. Active SOWs continue according to their terms even if their delivery period extends beyond the current MSA term.

35. Termination for Convenience

35.1. Either Party may terminate this MSA for convenience on 30 calendar days’ written notice.

35.2. Termination of the MSA alone does not automatically terminate an active SOW unless the notice expressly terminates that SOW or the SOW provides otherwise.

35.3. The Client may terminate an SOW for convenience on 30 calendar days’ written notice unless the SOW establishes a different cancellation arrangement.

35.4. On Client termination for convenience, the Client will pay:

• fees for Services performed up to the effective termination date;
• fees attributable to completed work and work in progress;
• approved non-cancellable third-party commitments;
• other amounts expressly due under the SOW.

35.5. MAXPRIMACY will not charge for work not performed except where a separate reservation, cancellation or committed-capacity charge was expressly agreed in the SOW.

36. Termination for Cause

36.1. Either Party may terminate an affected SOW or this MSA if the other Party materially breaches the Agreement and fails to cure the breach within 10 Business Days after written notice describing the breach.

36.2. MAXPRIMACY may suspend or terminate affected Services more quickly where reasonably necessary because of:

• persistent non-payment;
• unlawful instructions;
• security risks;
• material misuse of intellectual property;
• serious confidentiality breach;
• sanctions or compliance restrictions.

36.3. Either Party may terminate immediately if the other Party ceases business, enters liquidation or is subject to an equivalent insolvency event, except where mandatory law provides otherwise.

37. Effect of Termination

37.1. Termination does not affect rights or liabilities accrued before termination.

37.2. The Client must pay all amounts properly due for Services performed and approved costs incurred before the effective termination date.

37.3. Subject to payment, MAXPRIMACY will provide completed Deliverables that are due to the Client and reasonably available at termination.

37.4. Each Party will handle Confidential Information and personal data following the applicable confidentiality and data-protection provisions.

37.5. Provisions that by their nature are intended to survive termination remain effective, including provisions relating to:

• payment;
• confidentiality;
• intellectual property;
• data protection;
• liability;
• dispute resolution;
• accrued rights.

38. Force Majeure

38.1. Neither Party is liable for delay or failure caused by circumstances beyond its reasonable control, including:

• war or hostilities;
• acts of terrorism;
• natural disasters;
• major power or telecommunications failures;
• government restrictions;
• widespread cyber incidents;
• epidemics;
• labour disruption not limited to the affected Party’s own workforce;
• other comparable events outside reasonable control.

38.2. The affected Party will notify the other Party where reasonably practicable and use reasonable efforts to reduce the impact.

38.3. Deadlines affected by force majeure will be reasonably adjusted.

38.4. If a force majeure event materially prevents performance of an SOW for more than 30 consecutive days, either Party may discuss suspension, modification or termination of the affected work.

39. Independent Contractors

39.1. The Parties are independent contractors.

39.2. Nothing in the Agreement creates:

• employment;
• partnership;
• joint venture;
• fiduciary relationship;
• authority for one Party to bind the other.

39.3. Neither Party may make commitments on behalf of the other unless expressly authorised in writing.

40. Personnel and Subcontractors

40.1. MAXPRIMACY may use employees, independent contractors, specialists and subcontractors to perform the Services.

40.2. MAXPRIMACY remains responsible for managing the Services it has agreed to provide.

40.3. Persons given access to Client Confidential Information will be subject to appropriate confidentiality obligations.

40.4. MAXPRIMACY will take reasonable steps to ensure that it has the rights required from employees and contractors to grant or transfer Project IP as provided by the Agreement.

40.5. Where a subcontractor processes Client-controlled personal data, the DPA will govern the relevant subprocessor requirements.

41. Notices and Communications

41.1. Day-to-day project communications may occur through:

• email;
• an agreed project-management system;
• agreed messaging platforms;
• video meetings;
• other channels specified in the SOW.

41.2. Approvals and project decisions communicated by authorised project contacts through agreed written channels may be relied upon by the Parties.

41.3. Formal notices concerning:

• termination;
• non-renewal;
• material breach;
• legal claims;
• contractual amendments;

must be sent to the legal or contractual contact identified in the applicable Engagement Document.

41.4. Email constitutes written notice for purposes of this MSA if sent from or to the designated authorised addresses.

41.5. A Party must notify the other Party of changes to its formal notice details.

42. Electronic Documents and Signatures

42.1. The Parties may execute this MSA and Engagement Documents:

• in paper form;
• using qualified or other legally recognised electronic signatures;
• through agreed electronic-signature platforms;
• through other electronic methods permitted by applicable law and expressly accepted by the Parties.

42.2. Electronic counterparts and electronic records may have the same contractual effect as paper originals to the extent permitted by applicable law.

42.3. The Parties may use platforms such as DocuSign, Ukrainian electronic-document services or other agreed systems.

42.4. An Engagement Document may specify the electronic execution method applicable to that engagement.

42.5. Neither Party will challenge the validity of a document solely because it was executed electronically, except where mandatory law requires a specific form.

43. Version Control and Online Publication

43.1. Each version of this MSA is identified by a version number and effective date.

43.2. The version applicable to a Client is the version expressly incorporated into the relevant Engagement Document or signed by the Parties.

43.3. Publication of a later version on the MAXPRIMACY website does not automatically amend an existing Client Agreement.

43.4. Material amendments to an existing Agreement require the method of agreement specified in this MSA or the applicable Engagement Document.

43.5. A signed or expressly incorporated version prevails over a subsequently changed public webpage.

44. Assignment

44.1. Neither Party may assign the Agreement to an unrelated third party without the other Party’s prior written consent, such consent not to be unreasonably withheld.

44.2. Either Party may assign the Agreement as part of a bona fide merger, corporate reorganisation or sale of substantially all relevant business assets, provided the assignee is capable of performing the relevant obligations and the assignment is lawful.

44.3. Assignment of intellectual-property rights is governed separately by the applicable IP provisions.

45. Governing Law

45.1. Unless an applicable SOW expressly provides otherwise, the Agreement is governed by the laws of Ukraine.

45.2. Mandatory provisions of applicable law remain unaffected.

46. Dispute Resolution

46.1. Before commencing formal proceedings, the Parties will attempt in good faith to resolve a dispute through senior-level negotiation.

46.2. A Party may provide a written dispute notice describing the matter.

46.3. The Parties will allow at least 20 Business Days after the dispute notice for good-faith negotiations unless urgent interim relief is reasonably necessary.

46.4. Unless the applicable SOW provides for arbitration or another agreed forum, disputes that cannot be resolved by negotiation will be submitted to the competent courts of Ukraine.

46.5. For significant international engagements, the Parties may expressly agree in the relevant SOW to arbitration, a different governing law or another dispute-resolution mechanism.

47. Order of Precedence

Where documents conflict, precedence shall be determined according to the subject matter of the conflicting provisions.

For international transfers of Personal Data governed by mandatory Standard Contractual Clauses, the applicable SCCs prevail to the extent necessary to preserve their mandatory effect.

For Personal Data Processing matters not governed by mandatory SCC provisions, the applicable Data Processing Addendum prevails.

For project-specific commercial and operational matters, an applicable Change Order prevails over the Statement of Work, and the Statement of Work prevails over this MSA.

No Change Order, SOW, DPA or other contractual document shall be interpreted as reducing a protection that mandatory Applicable Data Protection Law or applicable SCCs do not permit the Parties to reduce.

48. Entire Agreement

48.1. The Agreement constitutes the entire agreement between the Parties regarding the subject matter of the relevant engagement.

48.2. It supersedes prior discussions, proposals and representations concerning that subject matter, except:

• an applicable NDA;
• documents expressly incorporated into the Agreement;
• fraudulent misrepresentations, which are not excluded.

48.3. Marketing materials, website descriptions and preliminary estimates do not modify the Agreement unless expressly incorporated.

49. Amendments

49.1. A material amendment to this MSA must be agreed in writing by authorised representatives of both Parties.

49.2. Changes to a specific engagement may be made through a Change Order or the change-control mechanism in this MSA.

49.3. Operational project decisions that do not amend material legal or commercial terms may be confirmed by authorised project contacts.

50. Severability

If any provision is invalid or unenforceable, the remaining provisions remain effective.

The invalid provision will, where legally possible, be interpreted or limited to preserve its lawful commercial purpose as closely as possible.

51. Waiver

Failure or delay in exercising a contractual right does not waive that right.

A waiver applies only to the specific circumstance in which it is expressly given.

52. Counterparts

This MSA and Engagement Documents may be executed in counterparts.

Each counterpart may be treated as an original and together they form one instrument.

53. Language

53.1. This MSA may be executed or published in English, Ukrainian and other languages.

53.2. The English version is intended to be the primary international contractual version.

53.3. A Ukrainian version will be maintained for use where required or appropriate under Ukrainian law, banking, accounting or contractual practice.

53.4. If language versions conflict, the English version prevails to the extent permitted by mandatory applicable law, unless the applicable Engagement Document expressly states otherwise.

54. Execution

For a specific Client, this MSA becomes binding only through the execution or valid acceptance of an Engagement Document that identifies the Client and incorporates this MSA, or through signature of this MSA by both Parties.

MAXPRIMACY

LIMITED LIABILITY COMPANY “MAXPRIMACY”
Registration number: 46371303
Registered office: 08141, Ukraine, region Kyivska, district Buchanskyi, village Sviatopetrivske, street Hryhoriia Skovorody, build 5, fl 9

Represented by: Maksym Myroshnyk
Title: Managing Director

Signature: ____________________
Date: ________________________

CLIENT

Legal name: ______________________________
Registration number: _____________________
Registered office: ________________________
Country: _________________________________

Represented by: ___________________________
Title: ___________________________________

Signature: ____________________
Date: ________________________