FOR CONTRACTOR OF RECORD SERVICES

This Master Service Agreement is entered into as of 07.09.2026 ("Effective Date").

Between

AR HANG SERVICE (HK) LIMITED, a private company limited by shares incorporated in Hong Kong, Company Number 2825142, Business Registration Number 70675716 [confirm current validity], having its registered office at Room A17, 29/F, Ning Jin Centre, 7 Shing Yip Street, Kwun Tong, Kowloon, Hong Kong, acting through its sole director GALICHYAN TIGRAN;

and

[CLIENT FULL LEGAL NAME], a company incorporated under the laws of [jurisdiction], registration number [registration number], having its registered office at [address].

Each individually a "Party" and collectively the "Parties".

Recitals

A. The Service Provider provides IT infrastructure engineering services under the brand "Keelfolk", including Platform Engineering, Site Reliability Engineering, Cloud Infrastructure, Kubernetes and Terraform staffing services.

B. The Service Provider engages qualified engineering personnel under its own contracting structure and provides such personnel to clients on a Contractor of Record basis.

C. The Client wishes to engage the Service Provider to provide such services under the terms of this Agreement.

1. Definitions and Interpretation

1.1 "Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with a Party.

1.2 "Applicable Laws" means all applicable laws, regulations, orders, sanctions regimes, anti-bribery, anti-money laundering, tax, employment, data protection and export control laws.

1.3 "Confidential Information" means all non-public information disclosed by one Party to the other Party, whether written, oral, electronic or visual, including business, technical, financial, client, personnel and security information.

1.4 "Contractor of Record" means the model under which the Service Provider is the legal contracting party for Personnel and assumes associated engagement obligations, unless otherwise agreed in writing.

1.5 "Data Protection Laws" means the Hong Kong Personal Data (Privacy) Ordinance, Cap. 502, the UK GDPR, Data Protection Act 2018, EU GDPR, and other applicable data protection laws.

1.6 "Deliverables" means any work product, reports, documentation, configurations, code or other deliverables produced by Personnel under a Service Order.

1.7 "Personnel" means engineers, consultants, contractors or other individuals engaged or subcontracted by the Service Provider to perform Services.

1.8 "Personal Data" has the meaning given by applicable Data Protection Laws.

1.9 "Sanctions Laws" means applicable sanctions laws and regulations, including those administered by the United Nations, Hong Kong, the European Union, the United Kingdom, and the United States Office of Foreign Assets Control, and any other applicable sanctions regime.

1.10 "Service Order" or "SO" means a written order, statement of work or engagement document executed under this Agreement and substantially in the form to be agreed by the Parties.

1.11 "Services" means the services described in one or more Service Orders.

2. Structure of Agreement

2.1 This Agreement is a framework agreement. Specific engagements shall be set out in Service Orders.

2.2 Each Service Order shall reference this Agreement and include, where applicable:

• role and seniority of Personnel;
• scope of work;
• start date and expected duration;
• fees, rates and billing frequency;
• working arrangements;
• acceptance criteria, if applicable;
• any special terms.

2.3 In the event of conflict between this Agreement and a Service Order, this Agreement shall prevail unless the Service Order expressly states that it overrides a specific clause of this Agreement.

2.4 In the event of conflict regarding Personal Data processing, the Data Processing Agreement in Schedule 2 shall prevail to the extent necessary.

3. Contractor of Record Model

3.1 Unless otherwise agreed in writing, the Service Provider shall act as Contractor of Record for Personnel provided under a Service Order.

3.2 The Service Provider shall be responsible, to the extent required by applicable law, for:

• engaging Personnel;
• contractual documentation with Personnel;
• payment of compensation to Personnel;
• managing basic HR administration;
• statutory reporting and contributions, where applicable;
• employment or contractor compliance relating to the Service Provider's own engagement of Personnel.

3.3 Personnel shall not be employees, officers, agents or legal representatives of the Client unless expressly agreed in writing.

3.4 The Client shall not represent itself as the employer of Personnel and shall not enter into direct employment or contracting arrangements with Personnel except as expressly permitted in this Agreement.

3.5 The Parties acknowledge that local employment, tax, social security and immigration laws may vary depending on the location of Personnel and Client. Where local law requires a different structure, the Parties shall cooperate in good faith to implement an alternative compliant structure.

4. Services and Service Orders

4.1 The Service Provider shall provide the Services described in each Service Order with reasonable skill and care.

4.2 The Services may include provision of personnel for roles such as:

• Platform Engineer;
• Site Reliability Engineer;
• Cloud Infrastructure Engineer;
• Kubernetes / Terraform Specialist;
• related infrastructure engineering roles.

4.3 The Service Provider may, at its discretion and subject to Client approval, replace Personnel of comparable skill and experience.

4.4 Where a Service Order includes deliverables, acceptance terms shall be set out in the Service Order. Unless otherwise stated, deliverables shall be deemed accepted [10] business days after delivery if no material written objection is received.

5. Client Obligations

The Client shall:

5.1 provide timely and accurate requirements, instructions and information necessary for the Services;

5.2 provide reasonable access to systems, environments, documentation and personnel required to perform the Services;

5.3 ensure that its use of Personnel and Services complies with Applicable Laws;

5.4 not require Personnel to perform unlawful, unsafe or unethical activities;

5.5 pay all undisputed fees in accordance with this Agreement;

5.6 promptly notify the Service Provider of any security incident, suspected breach or compliance issue relating to the Services.

6. Service Provider Obligations

The Service Provider shall:

6.1 use reasonable efforts to provide suitably qualified Personnel;

6.2 perform reasonable screening of Personnel, which may include technical assessment, reference checks, identity verification and compliance screening;

6.3 provide administrative support for the engagement of Personnel;

6.4 comply with Applicable Laws in the performance of the Services;

6.5 use commercially reasonable security measures for Confidential Information and Personal Data;

6.6 provide replacement Personnel where performance is materially unsatisfactory, subject to reasonable notice.

7. Fees and Payment

7.1 The Client shall pay the fees set out in the applicable Service Order.

7.2 Unless otherwise stated in a Service Order:

• fees are quoted in [USD / HKD / EUR];
• fees are exclusive of taxes;
• invoices are issued [monthly] in arrears;
• payment terms are [30] days from receipt of invoice.

7.3 Timesheets or usage records, where applicable, shall be submitted and approved in accordance with the Service Order.

7.4 Late payments may accrue interest at the lesser of [2]% per month or the maximum rate permitted by law.

7.5 If the Client disputes any part of an invoice in good faith, it shall pay the undisputed amount and notify the Service Provider in writing within [10] business days of receipt. The Parties shall resolve the dispute promptly.

7.6 If the Client is required by law to withhold tax, the Client shall deduct and remit the required amount to the relevant authority and shall promptly provide evidence of payment. [Optional gross-up clause: The Parties agree that fees shall be grossed up so that the Service Provider receives the full invoiced amount, except to the extent that withholding arises from the Service Provider's failure to provide required information.]

8. Intellectual Property

8.1 Upon full payment of applicable fees, all Deliverables created specifically for the Client under a Service Order shall be assigned to the Client.

8.2 Pre-existing intellectual property of either Party remains owned by that Party.

8.3 The Service Provider grants the Client a non-exclusive, worldwide, royalty-free licence to use the Service Provider's pre-existing materials solely to the extent incorporated into Deliverables and necessary for the Client's use of the Deliverables.

8.4 Personnel shall not knowingly include third-party materials in Deliverables except where permitted by licence or approved in writing by the Client.

8.5 The Client shall not use the Service Provider's or Keelfolk's name, logo or trademarks in publicity without prior written consent, except where required by law.

9. Confidentiality

9.1 Each Party shall keep Confidential Information confidential and shall use it solely for the purposes of this Agreement.

9.2 Confidential Information does not include information that:

• is or becomes public through no fault of the receiving Party;
• was lawfully known to the receiving Party before disclosure;
• is independently developed without use of the disclosing Party's Confidential Information;
• is lawfully received from a third party without confidentiality obligations.

9.3 A Party may disclose Confidential Information where required by law, regulation, court order or regulator, provided that, where lawful, it gives prior notice to the disclosing Party and discloses only the minimum required.

9.4 Confidentiality obligations survive termination for [5] years, except for trade secrets and source code, which shall remain protected for as long as they qualify as trade secrets.

10. Data Protection

10.1 The Parties shall comply with applicable Data Protection Laws.

10.2 Where the Service Provider processes Personal Data on behalf of the Client, the Parties shall comply with the Data Processing Agreement in Schedule 2.

10.3 The Service Provider shall implement appropriate technical and organisational measures to protect Personal Data.

10.4 The Service Provider shall notify the Client without undue delay, and in any event within [48] hours after becoming aware, of a confirmed Personal Data breach affecting Client Personal Data, where required by Schedule 2.

11. Compliance, Sanctions and Anti-bribery

11.1 Each Party shall comply with Applicable Laws, including Sanctions Laws, anti-bribery, anti-corruption, anti-money laundering, export control and modern slavery laws.

11.2 Each Party makes the representations and undertakings set out in Schedule 3 — Sanctions & Compliance Representations.

11.3 A material breach of Schedule 3 may entitle the non-breaching Party to suspend Services and/or terminate this Agreement immediately without liability, except for accrued payment obligations.

12. Warranties and Disclaimers

12.1 The Service Provider warrants that:

• it will perform the Services with reasonable skill and care;
• it has authority to enter into this Agreement;
• it will use reasonable efforts to ensure Personnel have appropriate skills and qualifications.

12.2 Except as expressly stated in this Agreement, the Services are provided "as is" and the Service Provider disclaims all implied warranties, including merchantability, fitness for a particular purpose, non-infringement and accuracy.

12.3 The Service Provider does not warrant that the Services will be uninterrupted or error-free, except where expressly stated in a Service Order.

13. Limitation of Liability

13.1 Neither Party shall be liable for indirect, incidental, special, consequential or punitive damages, including loss of profits, revenue, goodwill, business opportunity or data, even if advised of the possibility.

13.2 The Service Provider's aggregate liability under or in connection with this Agreement and all Service Orders shall not exceed the fees paid or payable by the Client in the [12] months preceding the event giving rise to the claim.

13.3 The limitations in this clause shall not apply to:

• fraud or wilful misconduct;
• gross negligence;
• breach of confidentiality;
• infringement of intellectual property;
• obligations under Schedule 3 where exclusion would be unlawful;
• liability that cannot be limited under Applicable Law.

[Optional: The Parties may agree a higher cap or supercap for data protection breaches in Schedule 2.]

14. Term and Termination

14.1 This Agreement starts on the Effective Date and continues until terminated.

14.2 Either Party may terminate this Agreement for convenience upon [30] days' written notice.

14.3 Either Party may terminate this Agreement or a Service Order immediately upon written notice if the other Party:

• commits a material breach and fails to remedy it within [15] days of notice;
• becomes insolvent, enters liquidation, administration or analogous proceedings;
• breaches Schedule 3 in a material way.

14.4 Upon termination:

• the Client shall pay for Services performed and non-cancellable commitments up to the termination date;
• each Party shall return or delete Confidential Information, subject to legal retention requirements;
• Sections 8 to 15 and Schedule 3 shall survive to the extent necessary.

15. Non-solicitation and Buy-out

15.1 During a Service Order and for [12] months after its end, the Client shall not directly or indirectly solicit, employ or engage any Personnel involved in the relevant Service Order, except with the Service Provider's prior written consent.

15.2 If the Client wishes to hire Personnel directly after a minimum engagement of [6] months, the Parties may agree a buy-out fee equal to [___]% of the Personnel's annual compensation, unless otherwise agreed.

15.3 This clause does not prevent the Client from hiring a person who responds to a general advertisement not targeted at Personnel.

16. Force Majeure

Neither Party shall be liable for failure or delay caused by events beyond its reasonable control, including natural disasters, war, terrorism, civil unrest, pandemic, government action, sanctions, internet or cloud provider failure, provided the affected Party gives prompt notice and uses reasonable efforts to mitigate.

17. Independent Contractor

Nothing in this Agreement creates a partnership, joint venture, agency or employment relationship between the Parties.

18. Assignment and Subcontracting

18.1 Neither Party may assign this Agreement without the other Party's prior written consent, except to an Affiliate or in connection with a merger or sale of substantially all assets.

18.2 The Service Provider may subcontract parts of the Services, provided it remains responsible for subcontractor performance and confidentiality obligations.

19. Notices

Notices must be in writing and delivered by email with confirmation, courier or registered post to the addresses stated in this Agreement or as updated by notice.

Service Provider notices:

AR HANG SERVICE (HK) LIMITED

Room A17, 29/F, Ning Jin Centre, 7 Shing Yip Street, Kwun Tong, Kowloon, Hong Kong

Email: main@keelfolk.io

Attention: [Director / Legal]

Client notices:

[Client address]

Email: client email

Attention: [name / role]

20. Governing Law and Dispute Resolution

20.1 This Agreement is governed by the laws of the Hong Kong Special Administrative Region.

20.2 Any dispute arising out of or in connection with this Agreement, including its existence, validity or termination, shall be referred to and finally resolved by arbitration administered by the Hong Kong International Arbitration Centre (HKIAC) under its Administered Arbitration Rules in force when the Notice of Arbitration is submitted.

20.3 The seat of arbitration shall be Hong Kong.

20.4 The tribunal shall consist of one arbitrator.

20.5 The language of arbitration shall be English.

20.6 Nothing prevents either Party from seeking urgent injunctive relief in court to protect Confidential Information or intellectual property.

21. General

21.1 Entire agreement: This Agreement and its Schedules constitute the entire agreement between the Parties regarding its subject matter.

21.2 Amendments must be in writing and signed by both Parties.

21.3 Waiver: failure to enforce a right is not a waiver.

21.4 Severability: if any provision is invalid, the remainder remains in force.

21.5 Counterparts: this Agreement may be signed electronically and in counterparts.

21.6 Third party rights: no person who is not a Party has rights under this Agreement.

Signatures