SUPPLIER PARTNERSHIP MASTER AGREEMENT

This SUPPLIER PARTNERSHIP MASTER AGREEMENT (“Agreement”) is effective as of 5/15/2024 (“Effective Date”) by and STEM SOLUTIONS LLC
Between Binary Computer Int’l Corp. (“Company”), whose principal place of business is 50 Cragwood Road, Suite 209, South
Plainfield, NJ 07080 and (“Supplier”), whose principal place of business is 201
_______________________________________
E Academy St, Fuquay Varina, NC, 27526
with Federal Tax ID NO 92-1094427 .

1. SCOPE OF AGREEMENT. Company provides qualified technical and/or professional services personnel for its clients
(“Client(s)”) services. Supplier is in a similar business, and desires to work with Company to provide qualified technical and/or
professional services personnel (“Personnel”) for its Client(s). Company and Supplier, an independent contractor, enter into
this Agreement to enable Supplier to introduce Personnel to Company for Company’s consideration and submission to its
Client(s).

2. PURCHASE ORDER AND SERVICES. Supplier will provide Personnel to perform services in accordance with the
Purchase Order (“PO”) attached here to and incorporated herein as Exhibit A. The parties will execute a PO for each Personnel
that Company selects for submission to its Clients. Company will submit Personnel to Client according to the qualifications,
experiences, and project requirements of Client. Company has the sole discretion to propose such Personnel to Client. The
work to be performed by Personnel providing services under this Agreement will be in accordance with Client’s requirements
set forth by Client and generally stated in a PO or described and/or furnished to Personnel by Client. Company does not
guarantee that any specific number of Personnel will be utilized through Supplier under this Agreement. Any and all services
provided under this Agreement will be performed by Supplier and/or Personnel in a professional and workmanlike manner in
accordance with applicable professional standards, and in accordance with the requirements set forth in the PO. Should
Personnel’s work or services be rejected by Client and/or require correction or replacement, Supplier will provide Personnel
to bring said rejected work and services provided by Supplier into compliance with Client’s standards, at no cost to Company
or Client. To the extent that Company is paid for such services, Supplier will be paid for such services in accordance with the
terms of the PO. Supplier will pay for the correction and /or replacement of any system, application, or Client owned asset
that the Supplier damages through the services provided by Supplier, at no cost to Company or Client.

3. CLIENT CONTACT. Supplier agrees that: (i) Supplier will deal directly and exclusively with Company regarding
Supplier’s services hereunder and regarding Personnel; and (ii) Supplier and its Personnel will not under any circumstance talk
to Client about Personnel’s pay or payment terms, dissatisfaction with Supplier’s payments to Personnel, this Agreement or
issues arising from this Agreement. If Supplier breaches this Section, Company can terminate this Agreement or the applicable
PO without insuring any further liability to Supplier except for the compensation for work performed up to the point that
Supplier breached this Section.

4. BILLING AND PAYMENT. Company will pay Supplier for all Client approved hours (submitted via the applicable
vendor management system (“VMS”) at Supplier’s Rate indicated on the PO, and Client pre-approved Expenses, as defined in
Section 5, in accordance with the payment terms set for below and will not be entitled to any other form of compensation
(including benefits) by Company or any other party, provided that Company has received the following: (a) properly
completed time reporting documents, or the electronic equivalent, approved by Client through Client’s VMS; and (b) properly
completed Expenses with accompanying receipts approved by Client through Client’s VMS. Client approval shall be accepted
electronically or by signature of a Client representative and Supplier must use Client required time capture documents
through Client’s VMS. Failure to provide Company with such documentation and other documents required by this
Agreement, by the Submittal Due Date will result in delaying payment until the next billing cycle (“Billing Cycle”) in which such
documents are received. Provided the procedures above have been followed, should Supplier be required to complete: (i) a
Client timesheet using Client’s VMS; and (ii) Company’s non-VMS timesheet, Supplier must ensure that the same information
is on both documents. For non-VMS timesheets, Supplier will round the hours to the nearest ¼ hr (i.e. 6 hrs 5 mins = 6 ¼ hrs).
For Company and/or non-VMS Client approved hours and pre-approved Expenses to be timely paid, Supplier must: (i) properly
complete all Company and/or Client required time capture documentation or project tracking system documents; and (ii) mail
the Company and/or Client timesheets and Expenses to Company at [email protected] no later than 10:00 am on the
Monday following the end of each Billing Cycle. The end of the week will be Sunday, unless otherwise indicated herein.
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The following are the standard and payment terms:
Standard Payment Terms: Payment by Company to Supplier within ten (10) days after Company receives payment from Client
for the services of its Personnel but no sooner than Thirty (30) days after the Submittal Due Date; and in compliance with all
terms of the PO. After execution of this Agreement, Supplier can change its payment terms upon thirty (30) prior written
notice to Company and will go into effect no later than the next Billing Cycle. If neither option A or B are checked, the Standard
Payment Terms of Option A will automatically apply. Company will: (i) send all payments under this Agreement to Supplier’s
address listed in the first paragraph of this Agreement; and (ii) pay Supplier by check in U.S. dollars. (Payment terms are
mentioned on Work order for every individual client)

Early Termination Penalty: Penalty for early termination applies every time except exceptional cases listed in
Section "Early Termination Penalty Waiver," of this MSA/WO. The penalty is equal to the amount of Consultant
hourly rate multiplied by the unfinished number of hours. This also applies in case of vendor company non-
performance by virtue of candidate non-delivery or any fraudulent or falsifications or abrupt terminations.

Early Termination Penalty Waiver: Early Termination Penalty will be waived for exceptional situations that are
beyond Vendor control, such as:
a. Consultant leaves Vendor
b. Consultant USA employment authorization cancelation

5. EXPENSES. No travel, living and/or entertainment costs or expenses (“Expenses”) will be paid unless set forth in the
PO. In no event will Company pay for or provide training, tools, equipment or other materials to Supplier or pay for any
Expenses related to such. Supplier must include any reimbursable Expenses and provide Company with all applicable receipts
or documentation (in accordance with industry practice) and requests for reimbursement of Expenses no later than thirty (30)
days of the date the Expenses were incurred by Supplier. Any reimbursement requests for Expenses not received by Company
within thirty (30) days of being incurred will not be paid by Company. Supplier’s submitted hours will not include time spent
in formal training and Supplier represents that it is not being provided such formal training by Company, Client or anyone
acting on behalf of Company or Client. Payment for any approved Expenses will be made to Supplier within ten (10) days after
Company receives payment from Client and in accordance with Section 4.

6. SUPPLIER PERSONNEL. Supplier, at its sole cost and expense, will: (i) ensure complete and timely compliance by
Personnel with any and all Company and/or Client specific requirements and qualifications; (ii) provide Personnel with a
computer meeting Client’s required configuration, including any Client required software; and (iii) ensure that all Personnel
are knowledgeable of, and fully abide by, the terms of this Agreement and will take all necessary steps, including but not
limited to legal actions to protect the interests of Company and Client. In addition, Supplier agrees that: (i) it will not to have
any restrictive terms in Personnel’s employment agreement prohibiting them from being hired directly by Client in the future,
subject to prior notice to Supplier, in accordance with the terms of this Agreement; (ii) its Personnel will not start on a project
or position without the written approval of Company and having all executed documents in place, as required by Company
and/or Client; (iii) Client has the right to remove any identified Personnel who is performing services under a PO for any or no
reason, provided, however such removal of Personnel will not relieve Supplier of its obligation to provide services under the
PO.

7. WARRANTY OF SUPPLIER. Supplier represents and warrants that:

(A) Personnel provided hereunder are not employees of Company or Client and are not entitled to any rights benefits
or privileges provided by Company or Client to their own employees and this information has been communicated to
Personnel prior to the provision of services under this Agreement. Supplier, as requested by Company and/or Client, will
provide to Company copies of such Supplier and Personnel documentation, including but not limited to any payroll
documentation, tax forms (i.e. W-2, W-4, 1099 or any other tax form), as allowed by law, I-9 Employment Eligibility
Verification, or I-797C Notice of Action, verifying that any Personnel proposed to provide services under this Agreement is a
W-2 employee of Supplier. Supplier bears the sole responsibility for payment of compensation to Personnel, including but not

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limited to salary, taxes, contributions and benefits, to the extent applicable. Company and Client have no obligation to provide
Workers’ Compensation coverage or to pay any overtime payments beyond the scope of any applicable PO. Company and
Client will not be liable to Supplier or Personnel for the Supplier’s failure to fulfill its compensation, benefit or tax obligations.

(B) The Personnel will not resign from Supplier to accept another position through a competing vendor or supplier with
the Client named in the PO, nor will Supplier terminate a PO to place Personnel with Client through a competing vendor or
supplier.

(C) Supplier will: (i) not utilize any other sub-tier company for providing Personnel to Company; (ii) not utilize 1099
resources; (iii) only utilize their own W-2 employee(s); (iv) have a validly filed and maintained H-1 visa based on a Labor
Condition Application for any sponsored Personnel; (v) provide Personnel that are fluent (verbal/oral, reading and written) in
the English language and qualified and have suitable experience, training and skills to provide the services in accordance with
the PO; and (vi) notify Company as soon as Supplier is notified or otherwise becomes aware that Supplier is no longer in
compliance with this Agreement.

(D) Supplier will: (i) execute and cause its Personnel to execute any documents, including but not limited to
confidentiality agreements, exhibits or any other Company and/or Client documents as required in connection with the
services provided in this Agreement or a PO; (ii) provide Company with its W-9, a certificate of insurance and Articles of
Incorporation, including any amendments and any MWDVBE (as defined herein) certifications and (iii) provide Company with
aforementioned documents prior to start of services. Failure to provide the aforementioned documents and all other
necessary documents as provided herein, will result in the delay of the Start Date on the PO and/or the holding of Supplier’s
payment until such documents are received by Company. Supplier’s failure to provide such documents to Company will not
constitute a waiver of such requirements herein.

8. CLIENT SPECIFIC REQUIREMENTS AND PRIME CONTRACT(S). Supplier will take all reasonable and necessary steps
to enable Company to comply with any Client specific requirements and any applicable Client contract(s) for the provision of
services by Client to its client(s) (“Prime Contract(s)”). Notwithstanding any other provision to the contrary, all services, work
and/or deliverable items will be produced and performed strictly in accordance with Client’s specific requirements and/or the
provisions of the Prime Contract in accordance with the Prime Contract Flowdowns, if any. If any Prime Contract clause or
other provision incorporated herein refers specifically to another provision as governing subcontract arrangements under the
Prime Contract, then such other provision also is incorporated herein by reference and Supplier will be required to comply
with its terms. In the event of a conflict between Exhibit C and the terms and conditions of this Agreement, the terms and
conditions of Exhibit C will prevail as it relates to the Prime Contract only. For the avoidance of doubt, unless otherwise agreed
or specified, the Prime Contract Flowdowns will survive the termination of this Agreement and any associated PO. Upon
notice, Supplier agrees to execute an Exhibit C for any Prime Contact Flowdowns, as applicable.

9. CONFIDENTIALITY OF INFORMATION. During the term of this Agreement and for a period of two (2) years after its
termination, Supplier will hold the terms of this Agreement, any written PO, addendum(s) or exhibit(s), any and all
information, materials, Work Product (as defined herein) and documents either related to and/or disclosed by Company
and/or Client, whether written or oral, in the performance of this Agreement as “Confidential Information”. Confidential
Information will not include information that: (i) is published or becomes otherwise available to the general public or part of
the public domain through no act or failure to act of Supplier; (ii) it has been independently developed by its Personnel
having no access to Confidential Information; (iii) was in Supplier’s possession prior to date of initial disclosure from Company
and/or Client; or (iv) Supplier is obligated to produce pursuant to applicable laws and regulations or under order of a court of
competent jurisdiction, provided Supplier has given Company and/or Client prior advance written notice in order that
Company and/or Client may attempt to obtain a protective order limiting disclosure and use of the information disclosed.
Supplier agrees to: (i) take all steps reasonably necessary to limit disclosure of the Confidential Information; and (ii) hold
Confidential Information in strict confidence, not to disclose it to third parties or to use it, in any way, commercially or
otherwise, other than as permitted under this Agreement without the prior written consent of Company and/or Client, as
applicable. Supplier will limit the disclosure of Confidential Information to its personnel, employees, subcontractors, agents
and representatives with a need to know who: (i) have been advised of the confidential and proprietary nature thereof; and
(ii) have acknowledged the express obligation to maintain such confidentiality. At Company’s request, Supplier will return
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promptly to Company and/or all copies of written, graphic or other tangible form of Company’s and/or Client’s Confidential
Information.

10. NON-SOLICITATION OF PERSONNEL OR CLIENTS.

(A) During the term of this Agreement and for a period of one (1) year after its termination, Supplier and its personnel,
employees, subcontractors, agents and representatives agree that they will not, directly or indirectly, hire or solicit for hire
any of Company’s or Client’s personnel or consultants about whom it has received information or to whom it was introduced
as the direct result of any services performed pursuant to this Agreement.

(B) During the term of this Agreement and for a period of one (1) year after its termination, Company and its personnel,
employees, subcontractors, agents and representatives agree that they will not, directly or indirectly, hire or solicit for hire
any of Supplier’s personnel or consultants about whom it has received information or to whom it was introduced as the direct
result of any services performed by Supplier pursuant to this Agreement.

(C) During the term of this Agreement and for a period of one (1) year after its termination, Supplier and its personnel,
employees, subcontractors, agents and representatives agree that they will not directly or indirectly, provide or attempt to
provide (or advise others of the opportunity to provide) other than through Company, any services to any Client for which
Supplier is currently providing or has previously provided. The only exception to this provision is if a previous relationship
exists between Supplier and Client and the relationship has been disclosed in writing to Company prior to any presentation
of Personnel to Company from Supplier in connection with this Agreement. In order to be considered a previous relationship,
the relationship between Client and Supplier must be verifiable by Company. Company retains the right to validate, accept or
reject the alleged prior relationship between Supplier and Client and will notify Supplier of its determination in writing before
the end of the Personnel assignment.

(D) For the purposes of this Section, the term "Client" includes its customers, suppliers, subcontractors, or clients of
Client for whom Personnel performed services or for whom Company proposed that Supplier would perform services during
the restricted time period under this Agreement.

11. TERM AND TERMINATION. This Agreement will begin on the Effective Date and will continue until terminated by
either party for any or no reason upon no less than fifteen (15) days prior written notice to the other. Termination of this
Agreement does not terminate any PO then in effect, unless the parties mutually agree in writing, and this Agreement will
continue to govern such POs executed before the termination of this Agreement through the time period set forth in the
applicable PO and any subsequent extensions and/or amendments to said PO.

(A) Company can: (i) terminate a PO upon no less than fourteen (14) days prior written notice prior to the Start Date in
said PO; and (ii) immediately terminate this Agreement and any associated PO, upon email notification to Supplier, if: (a)
required by Client; (b) the Client suspends or terminates the Prime Contract(s) for lack of appropriations; or (c) Supplier is in
breach of this Agreement. Such termination of this Agreement and any associated PO will be effective immediately upon
receipt of such notice, as applicable.

(B) Supplier can terminate a PO, upon no less than fourteen (14) days prior written notice to Company, provided,
however, Supplier agrees that it will use its best efforts to provide an acceptable replacement Personnel to Client.

(C) Company may terminate this Agreement for breach by giving Supplier at least five (5) days written notice and
Supplier fails to cure. If the breach cannot be cured within the five (5) day period, Company may, in its sole discretion, extend
the cure period and hold all amounts due to Supplier until the breach is cured within the extended cure period. In the event
Supplier fails to cure the breach during the cure period or extended cure period, Company will immediately terminate the
Agreement and any associated POs and retain all amounts held.

(D) Personnel must return any Company and/or Client property, including but not limited to laptop(s), computer(s), cell
phone(s), access badge(s) or any other items or property (“Property”) that have been provided to Personnel by Company
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and/or Client upon termination of this Agreement or a PO for any or no reason or in the event the indentified Personnel who
is performing services under a PO: (i) resigns from Supplier’s employment; (ii) has been removed at Client’s request; or (iii) is
otherwise no longer providing services to Clien t under a PO. Company will have the right to withhold any amount due or
payable to Supplier until such Property is returned to Company and/or Client. In the event Personnel fails to return such
Property or if the Property is lost or damaged prior to Personnel returning the Property to Company and/or Client, Company
can deduct the greater of the value of the Property or replacement cost of the Property and any necessary expenses (“Costs”)
from any amounts due or payable to Supplier. If any amounts due or payable to Supplier are less than the total Costs owed
to Company, Supplier agrees to pay the balance owed to Company within thirty (30) days of the termination of this Agreement
or PO.

12. INSURANCE. During the term of this Agreement, Supplier agrees, at its own expense, to maintain for itself and its
Personnel the following insurance coverages: (i) Commercial General Liability Insurance covering claims for bodily injury,
death and property damage including Comprehensive Form, Premises and Operations, Independent Contractors, Products
and Completed Operations, Personal Injury, Contractual, and Broadform Property Damage liability coverage with combined
bodily injury and property damage limits in an amount not less than: $1,000,000 per occurrence, $2,000,000 General
Aggregate and $1,000,000 Products Completed; (ii) Professional Liability Insurance covering the acts, errors and omissions of
Supplier and its Personnel in an amount not less than $1,000,000 per occurrence; (iii) Employer’s Liability Insurance for
employee bodily injury and death, in an amount not less than $500,000 each accident, $500,000 each employee and $500,000
policy limit; (iv) Automobile Liability Insurance in an amount not less than $1,000,000 per occurrence; and (v) Workers’
Compensation Insurance, with statutory limits as required by laws and regulations applicable to Supplier and Personnel in
performance of this Agreement. An umbrella liability policy may be used to maintain these coverage minimums.

All such policies of insurance will: (i) be on an “occurrence” basis, provided, however, if any of the policies are written on a
“claims made” basis, Supplier will maintain the claims-made policy for a period of three (3) years following the termination of
services under this Agreement; (ii) be written by a U.S. carrier with an A.M. Best rating of at least A–VIII or better; (iii) be
primary, non-contributing regardless of whether Company and/or Client have similar coverage; (iv) contain waivers of
subrogation against any coverage held by Company and/or Client; (v) not be canceled, nor the coverage’s modified, nor the
limits changed or not renewed without first giving thirty (30) days prior written notice to Company; and (vi) Company and its
Client are named as additional insured’s on all insurance policies except for Worker’s Compensation. Supplier will provide
Company with a certificate of insurance evidencing such insurance at least: (i) two (2) days prior to the start of the services
under this Agreement; (ii) annually thereafter within thirty (30) days of the expiration. Supplier’s failure to provide a certificate
of insurance to Company will not constitute a waiver of the insurance and statutory requirements herein.

All certificates of insurance and any related notices must be sent to Binary Computer Int’l Corp Attn: -------------------------------
or via email to [email protected]. Certificates of insurance must contain the following language, “Binary Computer Int’l Corp "
and its affiliated entities including but not limited to officers, directors, employees, and agents, and Client(s) are named as
additional insured on all policies except for Worker’s Compensation. This insurance is primary and non-contributory with any
insurance or program of self-insurance that may be maintained by to Binary Computer Int’l Corp. Waiver of Subrogation in
favor of Additional Insureds on all policies listed above.” Thirty (30) days written notice will be provided to Company in the
event of cancellation, modification, non-renewal or material change of any of the above mentioned policies.

13. INDEMNIFICATION. Supplier will defend, indemnify and hold harmless Company, its Client and their respective
affiliates, agents, directors, employees, and representatives (“Indemnified Party”), from any and all damages, claims for bodily
injury or death, costs, liabilities and/or expenses, including reasonable attorney fees and other legal costs (“Damages”) of any
nature whatsoever, which Company and/or its Client may incur, suffer, become liable for, or which may be asserted or claimed
against Company arising or resulting from: (i) breach of this Agreement by Supplier and/or Personnel; (ii) Supplier causes
Company to breach a Prime Contract(s) or any other agreement with Client; (iii) the negligent acts, errors or omissions of
Supplier and/or Personnel; and (iv) the services provided under the Agreement by Supplier and/or Personnel; and (v) any
statements made by Company, without malice, to third parties who may inquire about Supplier’s performance.

14. INTELLECTUAL PROPERTY INFRINGEMENT. Supplier will indemnify, defend and hold Indemnified Party harmless, at
from any and all Damages resulting from, relating to or arising out of a claim that any use of the material, software and/or
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services constitutes an infringement of a patent, copyright, trademark, or other proprietary right or a misappropriation of a
trade secret of a third party. Supplier may settle, at Supplier’s sole expense, any claim, suit or other action against Company
for which Supplier is responsible under this section provided that such settlement will not limit, unduly interfere with or
otherwise adversely affect the rights granted to Company or Supplier’s obligations under this Agreement. Company will notify
Supplier of any of infringement for which Supplier is responsible and will provide Supplier with reasonable assistance in the
defense of any such claim. Company reserves the right to employ counsel at its own expense and participate in the defense
of any claim. Upon notice of an alleged infringement or if in Supplier’s opinion such a claim is likely, or if Company’s rights
hereunder are restricted by a valid court order, then Supplier will at its sole option and expense: (i) procure the right to
continue providing the alleged infringing material, software and/or Services; (ii) replace the alleged infringing material,
software and/or Services with non-infringing material, software and/or Services which are equivalent in quality; or (iii) modify
the material, software and/or Services to make it non-infringing while retaining all features, functionality and quality.

15. LIMITATION OF LIABILITY. IN NO EVENT WILL EITHER COMPANY OR CLIENT(S) BE LIABLE TO SUPPLIER FOR ANY
INCIDENTAL, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO, LOSS OF USE, REVENUES,
PROFITS OR SAVINGS, WHETHER KNOWN OR UNKNOWN.

16. INDEPENDENT CONTRACTOR. Supplier will at all times retain the primary control over Personnel, including but not
limited to the right to recruit, qualify, hire, terminate, set compensation and benefits, establish codes of conduct, monitor,
discipline, establish minimum or maximum work hours and other conditions of work. Personnel will not be entitled to any
rights, benefits or privileges provided by Company or Client to its own employees. Neither Company nor Client will be liable
for payment of employment taxes, worker's compensation, previous sponsorship/visa fees, or other benefits provided to
Personnel and that Supplier is responsible for these matters and for paying/withholding FICA, FUTA, FIT and similar taxes with
respect to Personnel.

17. BACKGROUND CHECKS AND DRUG TESTING. Prior to Personnel providing services hereunder and at such other
times as reasonably requested by Company and/or Client, Supplier acknowledges and agrees that Company will complete, at
its own expense, background checks and drug screening (“Checks and Screenings”) as required by Company and/or Client.
The results of such Checks and Screenings will be promptly provided to Client, if requested. Supplier warrants that it will not
submit any Personnel to Company who: (i) has a criminal record, (ii) is the subject of any arrest warrant, or (iii) has failed a
drug or alcohol test conducted by Supplier. To the extent permitted by law, Supplier and it’s Personnel: (i) will release
Company, its directors, officers, members, employees, representatives, agents, its subsidiaries, affiliates and/or assigns, from
any liability whatsoever that could be asserted from release of background check and/or drug testing information, if any, to
Client. Supplier and it’s Personnel understand that a limited amount of information that is or could be considered private
and/or confidential may be released to the Client by publication of the background check and/or drug test, and Supplier and
Personnel agree and authorize Company to provide said results of the background check and/or drug test to Client; (ii) hereby
relinquish any claims whatsoever that could be brought against Company related to the publication of said confidential and/or
private information contained within the background check and/or drug test. Supplier recognizes that it is Supplier’s sole duty
to inform Personnel of this Section. In the event Supplier or Personnel takes further action,

whether making a claim or instituting suit at law or in equity, to collect any amounts whatsoever from Company for any
damages, whether based in contract or in tort, resulting from the release of a background check and/or drug test to Client,
Company shall be entitled to recover directly from Supplier any and all costs and expenses associated with defending against
such claim or suit, including reasonable attorney's fees, whether or not suit is initiated.

18. COMPLIANCE WITH LAWS. During the term of this Agreement, each party, at its sole cost and expense, will remain
in compliance with all applicable local, municipal, state, federal laws, rules, practices, regulations, standards, codes and orders
affecting its business and performance of services under this Agreement including but not limited to social security and income
tax withholding laws, labor and employment, employment compensation laws, immigration laws, transportation laws,
environment, safety and health laws with respect to all Personnel and the Foreign Corrupt Practices Act of 1977, or any rules
or regulations promulgated thereunder, if applicable.

19. NOTICES. Except for electronic notices, all notices required by this Agreement will be sent by certified, registered
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mail, with a reputable overnight courier services to the President at the addresses shown in the first paragraph. Either party
may designate a different address by notice to the other given in accordance herewith. Any electronic notices sent to Supplier
via email at will be: (i)
Consider an acceptable form or written notice to Supplier; and (ii) deemed given and received on the transmission date of the
email.

20. OWNERSHIP OF WORK PRODUCT. Supplier hereby acknowledges and agrees that Company and/or Client, in the
event the Prime Contract(s) so provides, will own all rights, title and interest, including but not limited to copyright, patent,
trademarks, trade secrets, and all other intellectual property rights in any and all materials, deliverables, work product,
software, technical information, specifications, drawings, records, documentation, creative works, concepts, residual
knowledge or data, written, oral or otherwise arising out of, related to or resulting from this Agreement (“Work Product”). All
Work Product will be owned exclusively by Company and/or Client and Supplier hereby assigns to Company and/or Client all
rights in such materials including all intellectual property rights therein. Supplier further shall disclose to Company and/or
Client all discoveries, inventions, ideas or techniques (“Inventions”) made by Supplier or its Personnel in carrying out this
Agreement or any PO, provided that either the conception or reduction to practice occurs during the term hereof and in
carrying out the Agreement or PO. All such Inventions shall be the exclusive property of Company and/or Client. Supplier will
acquire from its Personnel all such rights as may be necessary so that Company and/or Client will receive the rights hereby
agreed to be conveyed and vested in it, free of any claims of such Personnel. Supplier will, at Company and/or Client’s expense,
execute such documents, and provide such assistance as Company and/or Client may reasonably request to give full effect to
the provisions of this Section. Supplier further warrants and represents that no pre-existing materials belonging to Supplier
are incorporated in any way in any Work Product prepared by Supplier or its Personnel for Company and/or Client or its Client
under this Agreement.

21. RECORD MAINTENANCE. Supplier, at its sole cost and expense, agrees to: (i) keep and maintain accurate and
complete records for a period of three (3) years following the later of the termination of this Agreement or the completion of
services provided hereunder which adequately substantiate the applicability and accuracy of all charges, as well as specific
employee wage and mark up rates for such services; and (ii) produce such records for audit by Company and/or Client or their
designees upon reasonable advance notice.

22. MINORITY, WOMAN, SERVICE-DISABLED, VETERAN-OWNED AND CONTROLLED BUSINESS ENTERPRISES

(MWDVBE). Supplier will use commercially reasonable efforts to provide, promote and support the utilization and
development of MWDVEs. If Supplier is itself a MWDVBE, Supplier will: (i) retain its MWDVBE certification through the term
of this Agreement; (ii) notify Company via email if there is a change in Supplier’s MWDVBE certification status, within five (5)
business days of the date of such change; and (i ii) provide Company with copies of its MWDVBE certification(s): (i) prior to
the start of the services under this Agreement; and (ii) annually thereafter within thirty (30) days of the expiration of the
applicable MWDVBE certification.

23. PUBLICITY. Neither Supplier and its personnel, employees, subcontractors, agents and representatives will use
Company’s and/or Client’s name, logo or trademark in any promotional materials or other communications with third parties
without Company’s and/or Client’s prior written consent, which may be withheld or denied at Company’s and/or Client’s
discretion as applicable.

24. MISCELLANEOUS.
(A) This Agreement, exhibits and any POs hereunder, constitute the entire agreement between the parties with respect
to its subject matter and supersedes all prior proposals, agreements and communications, both written and oral. In the event
of a conflict between any exhibit and the terms and conditions of this Agreement, the terms and conditions of this Agreement
will control. Any changes or modifications must be made in writing and signed by both parties. This Agreement has been
written, negotiated and executed by the parties in the English language. This Agreement will be governed by Georgia law.
Supplier hereby consents to the exercise of jurisdiction over it by such courts. Nothing in this Agreement will be construed as
to limit Company’s legal right to recover any and all available remedies under this Agreement and/or Georgia law for any
claims it may have against Supplier.

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(B) This Agreement may be modified only by a writing signed by a duly authorized representative of each party. No
modification of this Agreement will be effected by the acknowledgment or acceptance of purchase order or other shipping
instruction forms or any other document containing terms and conditions at variance with or in addition to those in this
Agreement, all such varying or additional terms being deemed invalid.

(C) Company may assign this Agreement, in whole or in part, by Company in its sole discretion. Supplier may not assign
this Agreement or any rights obtained hereunder or delegate or subcontract any duty of performance owed by Supplier
hereunder without the prior written consent of Company.

(D) If any term or provision of this Agreement will be found by a court of competent jurisdiction to be illegal or otherwise
unenforceable, the same will not invalidate the whole of this Agreement, but such term or provision will be deemed modified
to the extent necessary in the court's opinion to render such term or provision enforceable, and the rights and obligations of
the parties will be construed and enforced accordingly, preserving to the fullest permissible extent the intent and agreements
of the parties herein set forth.

(E) Since monetary damages are difficult to ascertain and are likely to be inadequate to compensate either party in the
case of any breach of this Agreement by the other party, the parties agree that either party will be entitled to injunctive relief
(both temporary and permanent) for any breach or proposed breach of this Agreement. In the event of any litigation involving
this Agreement, the prevailing party in any litigation will be entitled to reasonable attorney’s fees and costs.

(F) This Agreement may be executed in any number of counterparts and signatures exchanged by facsimile or other
electronic means, each of which will be an original, but all of which together will constitute one instrument. Those provisions
of this Agreement which, by their nature, are intended to survive the termination of this Agreement will survive such
termination.

WITNESS WHEREOF, the parties hereto have executed, or caused their duly authorized representatives to execute, this
Agreement as of the Effective Date.

COMPANY: SUPPLIER STEM SOLUTIONS LLC

Signature: Signature:

Name: Name: SRAVAN TAKKALAPALLI

Title: Title: MANAGING DIRECTOR

Date: Date: 05/15/2024

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