SERVICE AGREEMENT TEMPLATE

This Service Agreement (the “Agreement”) is entered into as of [Date], by and between: OTOCO BASE WY LLC – UpAscendia – Series 138 159 N. Wolcott St. Suite 133 Casper, WY 82610, USA (hereinafter referred to as “UpAscendia”) and [Client Name] [Client Address] (hereinafter referred to as the “Client”)

  1. Purpose of the Agreement The purpose of this Agreement is to define the terms under which UpAscendia will provide professional services to the Client in the areas of: • Strategy and business advisory • Artificial intelligence and software development • Blockchain and digital solutions • Digital transformation and process optimization • Sustainability and ESG advisory • Executive coaching and leadership development
  1. Scope of Services The specific scope of services (the “Services”) shall be defined in a separate: • Proposal • Statement of Work (SOW) • Written agreement or email confirmation Each engagement may include advisory, project-based, coaching, or hybrid services.
  1. Engagement Model UpAscendia may provide Services under one or more of the following models: • Advisory-based (strategic guidance and recommendations) • Project-based (defined deliverables and timelines) • Coaching-based (executive development and leadership support) • Hybrid engagements (combination of the above)
  1. Fees and Payment Terms • Fees shall be defined in writing prior to the start of Services • Unless otherwise agreed, invoices are payable within fifteen (15) calendar days • Payments shall be made in USD • UpAscendia reserves the right to suspend Services in case of late payment • Any additional scope or changes must be agreed in writing
  1. Client Responsibilities The Client agrees to: • Provide timely access to relevant information and resources • Ensure availability of key stakeholders when required • Support implementation decisions and internal execution • Act in good faith to enable the success of the engagement
  1. Confidentiality Both parties agree to: • Maintain strict confidentiality of all non-public information • Use such information solely for the purpose of the engagement • Protect information with reasonable security measures This obligation survives termination of the Agreement.
  1. Intellectual Property • Deliverables created specifically for the Client become the Client’s property upon full payment • UpAscendia retains ownership of: o Methodologies o Frameworks o Tools o Know-how o Pre-existing intellectual property • The Client may not reproduce or distribute proprietary materials without written consent
  1. Nature of Services and Transformation The Client acknowledges that UpAscendia’s Services integrate: Technology, Strategy, and Human and leadership development The effectiveness of the Services depends on: • Client implementation • Leadership engagement • Internal alignment UpAscendia provides guidance and support but does not control execution within the Client organization.
  1. No Guarantee of Results UpAscendia does not guarantee: • Financial outcomes • Business performance improvements • Personal or leadership transformation results All Services are provided based on professional expertise and best practices.
  1. Limitation of Liability To the maximum extent permitted by law: • UpAscendia’s liability is limited to the total fees paid under this Agreement • UpAscendia shall not be liable for: o Indirect damages o Consequential losses o Loss of profits or opportunities
  1. Term and Termination This Agreement shall remain in effect until: • Completion of the Services or • Termination by either party Either party may terminate with reasonable written notice. Upon termination: • The Client shall pay for all Services performed up to the termination date • Any committed costs shall be payable
  1. Independent Contractor UpAscendia acts as an independent contractor. Nothing in this Agreement shall be construed as creating: • Partnership • Joint venture • Employment relationship
  1. Governing Law This Agreement shall be governed by and construed in accordance with the laws of the: 👉 State of Wyoming, USA
  1. Entire Agreement This Agreement, together with any applicable Proposal or SOW, constitutes the entire agreement between the parties and supersedes all prior communications.
  1. Contact For any legal or commercial matters: 📩 info@upascendia.com

SIGNATURES

For UpAscendia

Name: ______________________________________________________________________ Title: ______________________________________________________________

Signature: __________________________________________________________________ Date: __________________________


For the Client

Name: ______________________________________________________________________ Title: ______________________________________________________________

Signature: __________________________________________________________________ Date: __________________________

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