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SOFTWARE MAINTENANCE AGREEMENT

1. PREAMBLE

This Software Maintenance Agreement ("Agreement") is entered into as of the date of execution, by and between Opti Tech, a United States software development company ("Provider") and the party identified as "Client" in the signature block below ("Client").

2. DEFINITIONS

2.1. ProSuite Software

"ProSuite Software" shall mean Opti Tech's proprietary software package known as ProSuite, including all accompanying documentation.

2.2. Maintenance Services

"Maintenance Services" shall mean the software support services provided by Provider, including bug fixes, updates, and upgrades for the ProSuite Software as described in this Agreement.

3. SCOPE OF MAINTENANCE SERVICES

3.1. Bug Fixes

Provider shall correct defects, errors or malfunctions in the ProSuite Software that cause it to fail to operate substantially in accordance with its documentation.

3.2. Updates

Provider shall provide periodic updates to the ProSuite Software, which may include corrections, modifications, and improvements to the software's performance, functionality, compatibility, and security.

3.3. Upgrades

Provider shall provide upgrades to the ProSuite Software, including new releases and versions that enhance its capabilities or features or that add new functionality, in addition to the updates described in forgoing section 3.2.

3.4. Exclusions to Maintenance Services

Maintenance Services shall not include any support for errors, malfunctions, or other issues resulting from the Client's failure to properly install, integrate, or operate the ProSuite Software in accordance with the documentation or instructions provided by Provider, or from any hardware, software, or support services not provided by Provider under this or another applicable agreement.

4. TERM AND TERMINATION

4.1. Term

This Agreement shall commence on the Effective Date and continue for an initial term of one (1) year. This Agreement shall automatically renew for subsequent one (1) year terms unless either party provides the other party with written notice of non-renewal at least thirty (30) days prior to the end of the then-current term.

4.2. Termination for Cause

Either party may terminate this Agreement upon written notice if the other party materially breaches this Agreement and fails to remedy such breach within thirty (30) days after receiving written notice thereof.

4.3. Termination for Convenience

Either party may terminate this Agreement upon sixty (60) days written notice to the other party, provided that Client shall remain liable for all fees and charges due through the effective date of termination.

5. SUPPORT PROCEDURES AND RESPONSE TIMES

5.1. Support Request Procedure

Client shall submit a support request ("Support Request") to Provider via email to the designated support email address provided by Provider. Each Support Request shall include a clear description of the issue, steps to reproduce it, and any supporting documentation or information reasonably necessary for Provider to investigate and resolve the issue.

5.2. Response Times

Provider shall use commercially reasonable efforts to respond to each Support Request within the following response times:

i. Critical Issues: within four (4) hours

ii. Major Issues: within eight (8) hours

iii. Minor Issues: within twenty-four (24) hours

5.3. Resolution Times

Provider shall use commercially reasonable efforts to resolve Support Requests within the following resolution times:

i. Critical Issues: within twenty-four (24) hours

ii. Major Issues: within forty-eight (48) hours

iii. Minor Issues: within five (5) business days

6. FEES

6.1. Maintenance Fees

Client shall pay Provider an annual maintenance fee, as set forth in a separate Order Form or Statement of Work, for the Maintenance Services to be provided under this Agreement. Maintenance Fees shall be payable on the Effective Date and on each anniversary thereafter.

6.2. Taxes

Client shall be responsible for all sales, use, value added, or other taxes or duties levied by any governmental authority, excluding taxes based on Provider's net income.

7. WARRANTY AND DISCLAIMER

7.1. Warranty

Provider warrants that the Maintenance Services will be performed in a professional and workmanlike manner consistent with applicable industry standards. In the event of a breach of this warranty, Provider's sole and exclusive obligation, and Client's sole and exclusive remedy, will be for Provider to re-perform the applicable Maintenance Services so that they conform to this warranty.

7.2. Disclaimer

EXCEPT FOR THE WARRANTY SET FORTH IN FORGOING SECTION 7.1, PROVIDER DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. PROVIDER DOES NOT WARRANT THAT THE PROSUITE SOFTWARE OR MAINTENANCE SERVICES WILL MEET CLIENT'S REQUIREMENTS OR THAT THEIR USE WILL BE UNINTERRUPTED OR ERROR-FREE.

8. LIMITATION OF LIABILITY

IN NO EVENT SHALL PROVIDER BE LIABLE TO CLIENT FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT. PROVIDER'S TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT WILL NOT EXCEED THE FEES PAID BY CLIENT TO PROVIDER FOR THE MAINTENANCE SERVICES PROVIDED UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

9. GOVERNING LAW AND VENUE

This Agreement shall be governed by and construed in accordance with the laws of the United States and the State in which Opti Tech is incorporated, without regard to conflicts of law principles. The parties agree that any and all disputes arising out of this Agreement shall be resolved exclusively in the state or federal courts located in such State, and the parties hereby submit to the personal jurisdiction and venue of those courts.

10. ENTIRE AGREEMENT

This Agreement, together with any Order Forms or Statements of Work incorporated herein by reference, constitutes the entire agreement of the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, understandings, and communications, whether oral or written. This Agreement may only be amended by a written document signed by both parties.

IN WITNESS WHEREOF

the parties have executed this Agreement as of the date first above written.

Opti Tech

______________________________

Name:

Title:

Client

______________________________

Name:

Title: