SOFTWARE DEVELOPMENT AGREEMENT

THIS Software Development Agreement (“Agreement”) is made effective the __ day of May
2021 by and between
THIS Software Development Agreement (“Agreement”) is made effective the __ day of May
2021 by and between HIKS R&D OÜ, a legal entity duly incorporated under the laws of
Republic of Estonia under registration number 14696910, whose registered office is Harju
maakond, Tallinn, Kesklinna linnaosa, Estonia pst 5-418, 10143, Estonia represented by
Management board member Svyatoslav Kis, acting under Articles of association (“the
Supplier”), and _________________________________________(“the Customer”), hereinafter
collectively referred to as the “Parties” and individually as a “Party”.
WHEREAS, the Customer desires to have a software product developed by the Supplier, and
WHEREAS, the Supplier has competence in the field of creation, design and development of
original works of authorship for such software as including but not limited to computer
programmes and mobile applications, and
WHEREAS, the Customer wishes to place orders from time to time as needed for the Supplier to
create, design and develop certain software which thereafter can be commercialized by the
Customer,
NOW, THEREFORE, in consideration of the aforesaid premises, mutual covenants and promises
herein set forth, the Parties hereby agree as follows:

1. DEFINITIONS: The following capitalized terms, when used in this Agreement, shall
have the meanings set out below:
1.1. “Services” shall mean the services to be provided by the Supplier under this
agreement as set out in Scope of Work together with any other services which the
Supplier provides or agrees to provide to the Customer;
1.2. “Product” shall mean the software program to be developed by the Supplier
pursuant to this Agreement in accordance with the Specifications, together with user
manuals, other documentation and any other ancillary materials to be developed by
the Supplier pursuant hereto;
1.3. “Intellectual Property” shall mean all intellectual property, including but not
limited to patents, utility models, rights to inventions, copyright and related rights,
trade marks, business names and domain names, rights in get-up, goodwill and the
right to sue for passing off or unfair competition, rights in designs, rights in computer
software, database rights, rights to use, and protect the confidentiality of, confidential
information (including know-how and trade secrets) and all other intellectual
property rights, in each case whether registered or unregistered and including all
applications for and renewals or extensions of such rights, and all similar or
equivalent rights or forms of protection in any part of the world;
1.4. “Inspection Period” shall mean the period of time which the Customer will have the
right to inspect and test the Product to ensure it meets the Scope of Work (Exhibit
A).
1.5. “Specifications” shall mean the specifications for the Product as directed by the
Customer or stated in the Scope of Work, together with any additional specifications
 or modifications to the specifications that may be agreed to in writing by the Parties
during the term of this Agreement.
1.6. “In-put Materials” shall mean all documents, information and materials specifically
provided by the Customer relating to the Services, including data, reports and
specifications as well as the in-put materials specified in the Scope of Work (if any).
1.7. “Business/working day” shall mean normal business day in Estonia, from Monday
till Friday, excluding public holidays in Estonia.
1.8. “Deliverables” shall mean all Documents, products and materials developed by the
Supplier or its agents, subcontractors, consultants and employees in relation to the
Services in any form, including computer programs, data, reports and specifications
(including drafts).

2. TERMS AND CONDITIONS:

2.1. DEVELOPMENT OF THE PRODUCT: the Customer hereby retains the Supplier
to design and develop, and the Supplier hereby agrees to design and develop the Product
in accordance with (1) the project outline set forth on the Scope of Work (Exhibit A)
developed jointly by the Customer and the Supplier as per the Customer’s needs. The
Customer is obliged to accomplish the tasks and objectives set forth in the Scope of
Work. The Supplier shall be responsible for delivering and performing only those
professional services specifically identified in the Scope of Work. Any modifications to
the Scope of Work shall be pursuant to the Change Order process set forth below.
2.2. CHANGE ORDERS: In case the Customer is interested in any modifications to the
Scope of Work or the Deliverables, the Customer shall provide a detailed change order
within 5 (five) Business days in writing. This may be provided in the form the Parties
agreed upon. In the event of a conflict between the terms of this Agreement and a
Change Order is subject to the terms of this Agreement.
If the Customer originates a Change Order, the Supplier shall, as soon as reasonably
practicable after receiving the Change Request, provide a written estimate to the
Customer setting out:
● the likely time required to implement the proposed change;
● details of the impact which the proposed change will have on:
○ the Services;
○ the Supplier’s existing charges;
○ the timetable of the Services; and
○ any of the terms of this Agreement.
2.3. RESPONSIBLE REPRESENTATIVES: The Customer and the Supplier shall
assign a Responsible representatives for managing the implementation of the product.
The Customer's Responsible representative and the Supplier's Responsible representative
will jointly create the Scope of Work and together break down the Project into defined
Project Milestones which will include forecasts and projected Deliverables. The
Customer's Responsible representative and the Supplier's Responsible representative shall
discuss matters relating to the Project in a manner and with frequency as determined by
corresponding Scope of Work and review the progress of the Project on a weekly basis
and regularly update the Scope of Work.
2.4. ASSIGNMENT OF PROJECT: It is understood and agreed that the Supplier shall
be authorized to employ, subcontract and outsource the Services under the Agreement or
any portion of it its subsidiary companies, its employees, subcontractors and agents
provided that at all times the Supplier shall be fully responsible for implementation of its
 duties under the Agreement including that portion of the Services rendered as envisaged
herein.

2.5. CUSTOMER'S OBLIGATIONS: The Customer undertakes to:

(a) cooperate with the Supplier in all matters relating to the Product and appoint the
Customer's Manager in relation to Project, who shall have the authority contractually to
bind the Customer on matters relating to that Project; (b) provide the Supplier with, in a
timely manner prior to the Start Date, all such In-put Material and other information in
the agreed format as the Supplier may require, and ensure that it is accurate in all material
respects and update it when required to do so pursuant to this Agreement; (c) obtain and
maintain all necessary licenses and consents and comply with all relevant legislation in
relation to the use of In-put Material, in all cases before the date on which the Services
under each individual Scope of Work are to start; (d) deliver timely payments to the
Supplier as defined in each Scope of Work for each specific Project in accordance with
this Agreement.
The Supplier shall not be deemed in breach of this Agreement, the Scope of Work, a
Change Order, or any milestone in the event the Supplier's failure to meet its
responsibilities and time schedules is caused by Customer's failure to meet (or delay in)
its responsibilities and time schedules set forth in this Agreement, the Scope of Work, a
Change Order, or this Agreement. In the event of any such failure or delay by Customer,
(a) all of the Supplier's time frames, milestones, and/or deadlines shall be extended by the
product of the number of days of Customer's failure multiplied by two (2); and (b) the
Customer shall continue to make timely payments to the Supplier as set forth in this
Agreement, the Scope of Work, and any Change Order(s) in accordance to all time
frames, schedules, or deadlines that had been completed by the Supplier.
The Customer shall be liable to pay to the Supplier, on demand, all reasonable costs,
charges or losses sustained or incurred by the Supplier that arise directly or indirectly
from the Customer's negligence, failure to perform or delay in the performance of any of
its obligations under this agreement, subject to the Supplier confirming such costs,
charges and losses to the Customer in writing.
2.6. SUPPLIER’S OBLIGATIONS: The Supplier undertakes to: (a) use reasonable
endeavors to manage and complete the Services in accordance with this Agreement and
Schedules in all material respects; (b) provide the Services as indicated by Customer
within the scope, opted for by the Customer in respect of the each milestone as per
schedule; (c) provide the Customer with the access to the Deliverables as per the each
milestone of the Product development by way of Jira; (d) update and consult on the
ongoing Services and Product development; (e) use reasonable endeavors to meet any
performance dates specified herein but any such dates shall be estimates only and time
for performance by the Supplier shall be of the essence of this Agreement; (e) obtain and
maintain all necessary licenses and consents and comply with all relevant legislation in
relation to the Services.
2.7. SUPPORT AND MAINTENANCE: Any support and maintenance services,
updates, versions, or new releases shall be contracted under a separate agreement
between the Customer and the Supplier. Maintenance and support rights or obligations
for any third party products or equipment that are used in the Product and are available
through the respective vendor(s)/manufacture(s) of such content and equipment shall be
assigned by Supplier to Customer in the due course as regards time and manner. The
Supplier shall not use any intellectual property of any third-party in the Product without
Customer's written consent.

3. ACCEPTANCE AND REJECTION

 3.1. The Customer will have the Inspection Period of three (3) Calendar Days after the
Supplier delivers the Product to the Customer to inspect and test the Product.
3.2. Acceptance. If in the Customer's opinion the Product meets the Scope of Work
(Exhibit A), the Customer will accept the Product and notify the Supplier that it is
accepting the Product.
3.3. Deemed Acceptance. The Customer will be deemed to have accepted the Product if
the Supplier fails to notify the Customer on or before the expiration of the Inspection
Period.
3.4. Opportunity to Cure. If the Customer rejects the Product, the Supplier will have the
opportunity to promptly cure each failure in the Product and re-deliver the Product to the
Customer to re-inspect and test.
3.5. Continued Failure to Cure. If in the Customer's opinion, the Supplier's corrections
fail to satisfy the Acceptance Criteria (three) 3 times, the Customer may terminate this
Agreement.

4. CHARGES AND PAYMENT:

4.1. CHARGES: For the provision of the Services under this Agreement and the transfer
of the intellectual property rights to the developed Software, the Customer agrees to
make payments to the Supplier in the amounts as set forth in the Scope(s) of Work, which
is(are) an integral part of this Agreement.
4.2. TAXES: the Customer shall pay, reimburse, and/or hold the Supplier harmless for
all international sales, use, transfer, privilege, tariffs, excise, and all other taxes and all
duties however designated except income taxes, which are levied or imposed by reason
of the performance of the professional services under this Agreement or by use of the
Product, except income taxes.
4.3. OTHER CHARGES: Unless otherwise provided in this Agreement or in a Change
Order, payment for all other services, which are not related to the Product, rendered by
the Supplier shall be contracted under a separate agreement between the Supplier and the
Customer.
4.4. TRAVEL EXPENSES: If the Customer requests Supplier`s team members to travel
to Customer site or its branches elsewhere for business trip, on-site work or training, all
expenses related to such travel shall be paid by the Customer. Travel expenses include:
payment for each Calendar day of such travel, including days spent on the road;
compensation for all sorts of transport including, but not limited to a taxi, airplane, car
rent and accommodation.
4.5. ADDITIONAL EXPENSES: If the Supplier incurs any additional expenses while
providing the services described herein, such expenses shall be approved by Customer in
writing prior to such additional expenses before the Supplier begins pay and / or spend on
them.
4.6. FORM OF PAYMENT: All payments made to the Supplier under this Agreement
shall be in EURO currency in the form of wire transfer. The Customer covers all bank
fees of transfers to the Supplier.
4.7. PAYMENT OF INVOICES: The Customer shall pay each invoice submitted to it
by the Supplier, in full and in cleared funds, within 10 Business days of receipt to a bank
account nominated in writing by the Supplier. The Supplier may suspend all services on
three (3) days written notice until the amounts outstanding are paid in full.

5. TERM AND TERMINATION:

5.1. TERM: This Agreement shall be effective as of the Effective Date and shall
continue in effect until terminated as provided in this Agreement or until the Customer
accepts the Product with complete payment of the Charges.
 5.2. TERMINATION FOR CAUSE: This Agreement may be terminated by either party
upon written notice to the other, if the other party breaches any material obligation
provided hereunder and the breaching party fails to cure such breach within thirty (30)
calendar days of receipt of the notice. The Supplier may unilaterally terminate this
Agreement if the Customer delays product materials and/or resources required for
development of Product by more than thirty (30) calendar days. The Customer may also
unilaterally terminate this Agreement if the Supplier delays showing the progress of the
Project.
5.3. EFFECT OF TERMINATION: The termination of this Agreement pursuant to this
clause shall result in the automatic termination of all the Services in place at the time of
termination.
The Supplier shall deliver to the Customer the Product designed and developed by the
Supplier in accordance to the Scope of Work to the effective date of termination. Within
10 (ten) days after the Supplier delivers the Product to the Customer, the Customer shall
pay the Supplier for all services rendered and work performed. The Supplier shall
provide the Customer with an invoice for the foregoing charges within thirty (30) days
after the Supplier deliver the Product to the Customer. The Customer shall pay the
invoice within ten (10) Business days of receipt.
Termination or expiry of this Agreement shall not affect any rights, remedies, obligations
or liabilities of the parties that have accrued up to the date of termination or expiry,
including the right to claim damages in respect of any breach of the agreement which
existed at or before the date of termination or expiry.
5.4. CONFIDENTIAL INFORMATION: The Parties will treat the terms of this
Agreement as confidential and all information provided to any Party by another Party
relating to the subject matter hereof will be kept in the strictest confidence and not
divulged to any other person or used by the Party receiving such information without the
prior written consent of the disclosing Party, except to the extent necessary to give effect
to the terms of this Agreement or to comply with any applicable law."Confidential
Information" also shall include, but is not limited to any and all data or information that
belongs to the Parties and is not publicly available, in tangible or intangible form,
regardless of how it is disclosed and in what way, including, but not limited to any
scientific or technical information, inventions, samples, processes, procedures, formulas,
improvements, technologies or methods; any concepts, reports, data, know-how, works in
progress, samples, tools, specifications, software, source code, final code, charts,
databases, inventions, information and trade secrets, and any marketing strategies, plans,
financial information or projections, operations, sales expectations, business plans or
performance indicators related to the past, present or future business activities of the
Parties and related persons; plans of goods or services production, list of consumers and
suppliers; any other information that is considered by the Parties as confidential.
The Supplier undertakes that it shall not at any time disclose to any person technical or
commercial know-how, specifications, inventions, processes or initiatives which are of a
confidential nature and have been disclosed to the Supplier by the Customer, its
employees, agents, consultants or subcontractors and any other confidential information
concerning the Customer's business or its products which the Supplier may obtain.
The Supplier shall not use the Customer's confidential information for any purpose other
than to exercise its rights and perform its obligations under or in connection with this
Agreement.

6. INTELLECTUAL PROPERTY RIGHTS AND LICENSE:

6.1. INTELLECTUAL PROPERTY RIGHTS: The Supplier recognizes the Customer
has the exclusive right of Intellectual Property and proprietary rights to the Product that
were created in connection with the provision of Services under this Agreement,
 including the right on the relevant documentation, reports, software, all related materials
and all the confidential information in condition of proper implementation by the
Customer of the Agreement, payment in full to the Supplier, except as established in 6.2.
of this Agreement. Subsequently, the Customer will have full control over the title of any
related source code, documentation and any other identified deliverables in their full and
complete delivered form.
6.2. The Supplier has the right to use a Software product in case Customer ordered make
modification to Software product and more that 50% modification was made by Supplier
under this Agreement.
6.3. PRE-EXISTING INTELLECTUAL PROPERTY: Notwithstanding any provision
of this Agreement to the contrary, any routines, methodologies, processes, libraries, tools
or technologies created, adapted or used by the Supplier in its business generally,
including all associated intellectual property rights (collectively, the “Development
Tools”), shall be and remain the sole property of the Supplier, and the Customer shall
have no interest in or claim to the Development Tools, except as necessary to exercise its
rights in the Products. In addition, notwithstanding any provision of this Agreement to
the contrary, the Supplier shall be free to use any ideas, concepts, or know-how
developed or acquired by the Supplier during the performance of this Agreement to the
extent obtained and retained by the Supplier’s personnel as impression and general
learning. Subject to and limited by Customer’s intellectual property rights described in
this Agreement, nothing in this Agreement shall be construed to preclude the Supplier
from using the Development Tools for use with third parties for the benefit of the
Supplier.
As between the Customer and the Supplier, all Intellectual Property Rights and all other
rights in the Pre-existing Materials shall be owned by the Supplier.

7. WARRANTIES AND MUTUAL INDEMNIFICATION:

7.1. PRODUCT: The Supplier warrants that the Services shall be performed by
qualified personnel with reasonable skill and care and in a workmanlike manner in
accordance with current commercial standards for such services.
The Supplier warrants that the software as delivered to Customer as part of the
Services does not infringe any copyright, patent, trade secret, or other intellectual
property right held by any third party.
The Supplier also warrants that for a period of 1 (one) calendar year from Product
Delivery, the Product will operate in accordance with all the material terms of the date of
acceptance of the Product by the Customer. The Supplier shall correct the nonconformity
of the Product as per the comments of the Customer within a reasonable period of time.
All conditions, terms, representations and warranties that are not expressly stated in this
Agreement, whether oral or in writing or whether imposed by statute or operation of law
or otherwise, including, without limitation, the implied warranty of satisfactory quality
and fitness for a particular purpose are hereby excluded.

7.2. INDEMNIFICATION: Each Party (Indemnifying Party) shall indemnify and hold
another Party (Indemnified Party) harmless from and against all claims, demands, costs,
liabilities, losses, expenses and damages (including legal fees and expert witness fees)
arising out of or in connection with any claim which would result in a breach by the
Indemnifying Party of any of the Indemnifying Party’s representations, warranties set out
in this Agreement, provided that the Indemnified Party shall inform the Indemnifying
Party without delay in the event of such a claim, and give the Indemnifying Party sole
 defence and provide reasonable assistance. The Indemnified Party shall refrain from
making any statement or settlement without the prior consent of the Indemnifying Party.
The Supplier shall indemnify the Customer against all judgements or damages awarded,
settlement amounts agreed in writing to be paid by the Supplier and all reasonable
expenses (including any reasonable court costs and expenses) which Customer may
suffer or incur as a result, or in connection with, any third party claim directly related to
infringement of that third party’s patents, copyrights, trade secrets, or other proprietary
right relating to the deliverables or Services provided by the Supplier.

8. LIMITATION OF LIABILITY: Neither Party shall be liable to the other Party for any
indirect, incidental, punitive, exemplary, consequential or special damages save and
except only to the extent such damages are imposed on a Party entitled to indemnity
under the terms of this Agreement in favor of an unaffiliated third party and such
damages arise from an underlying claim, liability or damages against which such Party
entitled to indemnity is indemnified by a Party to this Agreement.

9. FORCE MAJOR: If either party fails to fulfill its obligations hereunder (other than an
obligation for the payment of money), when such failure is due to an act of God, or other
circumstances beyond its reasonable control, including but not limited to fire, flood, civil
commotion, riot, war (declared and undeclared), revolution, or embargoes, then said
failure shall be excused for the duration of such event and for such a time thereafter as is
reasonable to enable the parties to resume performance under this Agreement, provided
however, that in no event shall such time extend for a period of more than one (1) year.

10. SEVERABILITY: In the event that a court finds any provision of this Agreement
invalid and/or unenforceable, the parties agree that the remaining provisions shall remain
valid and in force.

11. DISPUTES RESOLUTION: The Parties agreed on mandatory pre-trial dispute

settlement procedure. Pre-trial dispute settlement is carried out by sending the other party
a complaint with the provision of term not less than 30 (thirty) days for elimination of
failures of the Agreement. In case the Parties cannot resolve the dispute through
negotiation, the dispute must be resolved through a trial procedure in accordance with
laws of Estonia in courts of Estonia.

12. APPROVAL: This Agreement shall not be binding upon the Parties until it has been
signed by an officer of the Supplier and the Customer.

13. NOTICES: Any written notice or demand required by this Agreement shall be sent by
email, personal delivery, or other guaranteed delivery to the other party at the address set
forth herein. The notice shall be effective (a) as of the date of delivery if the notice is sent
by email or personal delivery.

14. LAWFUL PURPOSE: Customer may only use the Product for lawful purposes.
15. REMEDIES NOT EXCLUSIVE: The remedies available to the parties under this
Agreement are cumulative and not exclusive to each other, and any such remedy will not
be deemed or construed to affect any right which either of the parties is entitled to seek at
law, in equity or by statute.

16. ENTIRE AGREEMENT: This Agreement and all exhibits, schedules, and Change
Order(s) set forth the entire agreement between the parties with regard to the subject
matter hereof. No other agreements, representations, or warranties have been made by
either party to the other with respect to the subject matter of this Agreement, except as
referenced herein. This Agreement may be amended only by a written agreement signed
by both parties.

IN WITNESS WHEREOF, the Supplier and the Customer have executed this Agreement
effective as of the date and year first written above.
SUPPLIER: CUSTOMER:

HIKS R&D OÜ
REG. NUMBER: 14696910
Address: Harju maakond, Tallinn, Kesklinna
linnaosa, Estonia pst 5-418, 10143
IBAN: EE30 0000 0093 2006 5399
TALLINN BUSINESS BANK LTD
VANA-VIRU 7, 15097 TALLINN,
ESTONIA
S.W.I.F.T.: TABUEE22

Management board member

/__________________/
/__________________/ Svyatoslav Kis
 EXHIBIT A
SCOPE OF WORK

№ Milestones Price (per dev hour) Delivery

SUPPLIER: CUSTOMER:
HIKS R&D OÜ
Management Board Member
Svyatoslav Kis
__________________________