Master Services Agreement

This Master Services Agreement ("Agreement") forms the core framework governing all service provisions, project deliveries, and resource placements between the contracting Miyagami Group entity specified below ("Service Provider") and the client company executing an associated Statement of Work inheriting these terms ("Client"). 

1. Framework Structure & Statement of Work Logic

1.1 SOW Execution: The specific details of each engagement-including team configurations, blueprint selection, delivery tracks, timelines, and payment structures—will be explicitly documented via separate Statements of Work (SOW), Order Forms, or formal Proposals signed by authorized representatives of both parties. 

1.2 Structural Precedence: Each executed SOW automatically inherits the general terms set out in this master framework. If there is an explicit contradiction between a clause in this MSA and an individual SOW, the terms inside that specific SOW will take precedence, but only for that project scope.

1.3 Nature of Commitment: For all product delivery sprints (Shipped TM), consulting blueprints (Framed TM), and resource allocations (Embedded TM), services are rendered as time-boxed efforts based on professional resource capacity. Unless an SOW explicitly provides a signed performance guarantee, the Service Provider contracts on the application of professional diligence and skill rather than guaranteed commercial or architectural metrics. 

2. Intellectual Property Rights & Ownership

2.1 Transfer Condition: Full right, title, and exclusive ownership of custom digital assets, source code, designs, and distinct technical deliverables created specifically for the Client under an active SOW shall transfer to the Client. This legal transfer occurs solely upon the Service Provider receiving full, unconditional, and cleared payment of all outstanding invoices linked to that specific sprint or delivery phase. 

2.2 Background IP Preservation: The Service Provider explicitly retains sole ownership, copyright, and title over all pre-existing proprietary methodologies, development frameworks, engineering blueprints, software tools, generic libraries, and systemic know-how utilized during the course of the engagement. 

2.3 Integrated License Grant: To the extent that the Service Provider's background frameworks are integrated into the final application or custom deliverables, the Client is granted a perpetual, non-exclusive, worldwide, royalty-free license to utilize, run, and modify those integrated components exclusively as an inseparable part of the delivered application. 2.4 Portfolio Presentation: Unless explicitly restricted by a signed non-disclosure agreement or a custom clause within an active SOW, the Service Provider reserves the right to reference the project name and showcase non-confidential strategic outputs in its institutional portfolios and corporate marketing materials, following prior coordination with the Client. 

3. Confidentiality Covenants

3.1 Scope of Protection: Both parties agree to treat all non-public technical documentation, trade secrets, software codebases, commercial strategies, and corporate financial details disclosed during the framework as strict "Confidential Information." 

3.2 Handling Restrictions: The receiving party shall enforce the exact same security protocols and level of administrative care to protect this information as it applies to its own proprietary data. Neither party shall disclose confidential information to third-party entities or exploit it for any purpose outside the direct performance and execution of this agreement. 

3.3 Authorized Exceptions: Information may be disclosed to direct employees, internal corporate entities, or approved contractors who strictly require the data for delivery, provided they are bound by equivalent written confidentiality terms. Disclosures required by law or judicial bodies are permitted, provided the disclosing party receives prompt written notice where legally permissible. 

3.4 Survival Window: All confidentiality protections and usage restrictions defined in this section shall survive the expiration, completion, or formal termination of this Master Services Agreement indefinitely. 

4. Non-Solicitation & Recruitment Protections

4.1 Non-Solicitation Covenant: The Client explicitly agrees not to directly employ, hire, contract, or otherwise induce away any software developer, engineer, designer, strategist, or manager provided under this framework during the term of any active SOW and for a strict period of twenty-four (24) months following the formal termination of this master agreement. 4.2 Agreed Compensation Fee: Any breach of this non-solicitation protection will result in an immediate, non-refundable finder's and liquidation fee of EUR 60,000 per individual resource, payable in full to the Service Provider. Both parties explicitly confirm that this fee is a realistic, upfront estimate of recruitment costs, resource replacement, and structural training overheads, and waive any legal right to claim that this fee is punitive or unenforceable. 

5. Liability Boundaries & Damage Exclusions

5.1 Consequential Damages Waiver: Except in cases involving verified corporate fraud or intentional dishonesty, neither party shall be held liable to the other for indirect, incidental, special, punitive, or consequential damages. This waiver covers all claims related to lost business revenues, lost corporate profits, system downtime, or loss of commercial opportunities arising out of these terms. 

5.2 Absolute Cap on Liability: The Service Provider's total aggregate liability for any operational claim or indemnity under this framework is strictly capped based on the delivery track defined in the specific SOW out of which the dispute arose. In no event shall total liability exceed: 

• For dedicated team placements (EmbeddedTM): The total aggregate monthly resource fees paid by the Client in the single month immediately preceding the event giving rise to the claim. 
• For core sprint cycles (Shipped TM): The specific investment fee paid by the Client for the single, last-delivered two-week sprint cycle. 
• For consulting or strategic discovery tracks (Framed TM): The complete, fixed-scope fee paid by the Client for that specific blueprint engagement. 

5.3 General Disclaimer: All deliverables, software builds, and strategic roadmaps are delivered to the Client on an "as-is" basis. The Service Provider offers no express or implied warranties regarding continuous market success, commercial fitness, or an entirely error-free execution of code elements post-handover. 

6. Term, Invoicing & Termination Protocols

6.1 Rolling Notice Period: Following the formal completion of any minimum commitment term or sprint phase explicitly defined inside a specific Statement of Work, either party may terminate that ongoing SOW or this master framework by providing exactly forty-five (45) days' prior written notice. 

6.2 Termination for Cause: Either party may terminate this master framework immediately if the other party commits a material breach of these terms that remains completely uncured for forty-five (45) days following a detailed written notice of default, or becomes subject to corporate liquidation, administration, or bankruptcy proceedings. 

6.3 Financial Reconciliation: Upon termination, any advance payments made by the Client covering operational windows extending past the formal termination date will be refunded on a pro-rata basis. All fees accrued for active engineering hours or sprints successfully delivered up to the termination date become immediately due and payable. Paid but unused sprint packages remain explicitly non-refundable. 

7. Governing Law & Dual Jurisdictional Venue

7.1 Determination of Applicable Law: This Agreement, along with all operational claims, disputes, or legal interpretations arising out of this master framework or any accompanying SOW, shall be governed exclusively by the laws of the specific country in which the contracting Service Provider entity is legally registered: 

• Miyagami B.V. Engagements: If the accompanying SOW, Order Form, or Proposal is formally executed with Miyagami B.V., this agreement shall be governed by and construed strictly in accordance with the laws of the Netherlands. 
• Xenia Tech Company Limited Engagements: If the accompanying SOW, Order Form, or Proposal is formally executed with Xenia Tech Company Limited, this agreement shall be governed by and construed strictly in accordance with the laws of Vietnam, without regard to conflict of laws principles. 

7.2 Exclusive Venue Assignment: Both parties irrevocably agree that any litigation or unresolved contractual claims shall be submitted exclusively to the specific judicial venue corresponding to the governing law determined above: 

• For engagements governed under Dutch law, the courts of Amsterdam, the Netherlands, shall possess absolute and exclusive jurisdiction. 
• For engagements governed under Vietnamese law, the competent courts of Vietnam shall possess absolute and exclusive jurisdiction. 

8. AI Systems and Regulatory Compliance

8.1 Client Designation as Provider/Deployer: Where an engagement involves the development, integration, or deployment of artificial intelligence (AI) systems, machine learning models, or autonomous agents, the Client acknowledges and agrees that it acts as the statutory "Provider" or "Deployer" under applicable laws, including the EU Artificial Intelligence Act (Regulation (EU) 2024/1689). Miyagami shall act solely as a technical developer and service provider operating under the Client's specific instructions, parameters, and business logic.

8.2 Regulatory Warranties & Prohibited Use: The Client warrants that its intended use, deployment, and marketing of any AI deliverable or system developed under this Agreement will fully comply with all applicable local and international laws, including restrictions on prohibited AI practices. The Client assumes sole responsibility for conducting any required conformity assessments, risk classifications, and human oversight frameworks required for deployment.

8.3 AI Model Limitations & Third-Party Dependencies: The Client acknowledges that AI and machine learning systems are probabilistic by nature, may produce unpredicted outputs or hallucinations, and frequently rely on third-party foundational models and APIs. Accordingly, all AI-related deliverables are provided on an "as-is" basis pursuant to Clause 5.3, and Miyagami makes no warranty regarding the absolute accuracy, regulatory certification, or commercial fitness of any automated model outputs.

8.4 Compliance Cooperation: If a specific Statement of Work requires Miyagami to assist with technical documentation or data governance measures for high-risk AI classification, such obligations and associated fees must be explicitly itemized and agreed upon in writing prior to commencement.