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MANUFACTURING AGREEMENT

This Manufacturing Agreement (hereinafter "Agreement") is entered into as of the date of the last party to sign below (the "Effective Date"), by and between Precision Works (hereinafter "Manufacturer") and TechSolutions Innovations LLC (hereinafter "Company"), collectively referred to as the "Parties."

1. PURPOSE

The purpose of this Agreement is for Manufacturer to produce Customized High Performance Computer Servers (hereinafter "Products") for Company, according to the terms and conditions herein.

2. MANUFACTURING SERVICES

2.1. Production Details

Manufacturer agrees to produce, assemble, test, and package the Products in accordance with the technical specifications, designs, and requirements provided by the Company (collectively, the "Specifications"). Company agrees to provide Manufacturer with all necessary materials and information required for the Manufacturer to perform its obligations under this Agreement.

2.2. Quality Standards

Manufacturer agrees to adhere to the quality standards, controls, and procedures of the production process as provided by the Company, including any and all necessary certifications, testing, and inspections (collectively, "Quality Standards"). Manufacturer shall maintain a quality management system in compliance with applicable industry standards and governmental regulations.

3. PRICING AND PAYMENT TERMS

3.1. Pricing

Company agrees to pay Manufacturer for the Products in accordance with the pricing and fees mutually agreed upon by the Parties and set forth in Exhibit A, attached hereto and incorporated by reference as if fully set forth herein.

3.2. Payment Terms

Company shall pay Manufacturer in accordance with the payment terms and schedule as set forth in Exhibit A. Manufacturer shall submit invoices to Company for Products supplied, and Company shall pay all approved invoices within thirty (30) days from the date of invoice, unless otherwise agreed upon in writing by the Parties.

4. DELIVERY TERMS AND RESPONSIBILITIES

4.1. Delivery Terms

Manufacturer shall deliver the Products to the Company at the agreed-upon delivery terms, in accordance with the schedule provided by the Company and as mutually agreed upon by the Parties (the "Delivery Terms"). Unless otherwise agreed in writing by the Parties, the Delivery Terms shall be FOB (Free on Board) at Manufacturer's facility.

4.2. Shipping and Risk of Loss

Manufacturer shall be responsible for properly packaging and preparing the Products for shipment in accordance with the Company's instructions. Company shall be responsible for identifying and retaining the carrier of its choice and for all shipping costs, insurance, fees, taxes, duties, and other charges associated with the transportation and import of the Products. Risk of loss and title to the Products shall pass to Company upon the carrier taking possession of the Products at the Manufacturer's facility.

5. WARRANTIES AND REMEDIES

5.1. Product Warranties

Manufacturer warrants that the Products produced hereunder will (a) be free from defects in materials and workmanship for a period of one (1) year following delivery to the Company; and (b) substantially conform to the Specifications. This warranty is limited to the repair, replacement or refund, at Manufacturer's option, of non-conforming or defective Products, provided that Company promptly notifies Manufacturer in writing of any such non-conformity or defect within the warranty period.

5.2. No Other Warranties

EXCEPT FOR THE WARRANTIES EXPRESSLY SET FORTH IN THIS SECTION 5, MANUFACTURER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

6. INDEMNIFICATION

Manufacturer shall defend, indemnify and hold harmless Company and its affiliates, officers, directors, employees, agents, and representatives from and against any and all claims, demands, actions, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or resulting from (a) any breach of any representation, warranty, covenant, or agreement made by Manufacturer under this Agreement; or (b) any negligent or wrongful act or omission by Manufacturer or its employees, agents, or subcontractors in connection with the performance of this Agreement.

7. TERM AND TERMINATION

7.1. Term

This Agreement shall commence on the Effective Date and shall continue for a period of one (1) year, unless terminated earlier in accordance with the provisions of this Section 7 (the "Term"). This Agreement may be renewed for successive one-year terms by mutual written agreement of the Parties.

7.2. Termination for Convenience

Either Party may terminate this Agreement for any reason or no reason upon sixty (60) days' prior written notice to the other Party.

7.3. Termination for Cause

Either Party may terminate this Agreement upon written notice to the other Party if the other Party breaches any material term or condition of this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice thereof.

8. GOVERNING LAW AND DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the United States, excluding its conflict of laws rules. Any dispute, controversy, or claim arising out of or relating to this Agreement, or the breach, termination, or invalidity thereof, shall be settled by arbitration administered under the Commercial Arbitration Rules of the American Arbitration Association, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.

9. ENTIRE AGREEMENT

This Agreement, together with the Exhibits hereto, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, negotiations, and discussions, whether oral or written, of the Parties in connection with the subject matter hereof.

IN WITNESS WHEREOF,

the Parties have executed this Agreement as of the Effective Date.

Precision Works TechSolutions Innovations LLC


By: ____________________ By: ______________________


Name: __________________ Name: ____________________


Title: ___________________ Title: _____________________


Date: ____________________ Date: _____________________