CLIENT SERVICE AGREEMENT AND CONFIDENTIALITY AGREEMENT

This Client Service Agreement (the "Agreement") is entered into this date,

Date, between ASSAYO, LLC, a Illinois limited liability company with principal offices at

2306, Josephine Ct. Palatine, IL-60067 ("Assayo" or "Marketplace"), and

CUSTOMER NAME, a Legal Entity Type with principal offices at Address

("Client"). Assayo and Client shall each be referred herein individually as a "Party" and together as the "Parties."

ARTICLE 1: SERVICE AND ASSAYO'S ROLE

1.1. The Service

Assayo offers a marketplace to connect Clients to University Laboratories for lab services and professor consultations. Services fall into three categories: Standard Services (system identified test with pre-published fees and a complimentary 10-minute Professor Consultation), Specialized Services (custom, non-standard lab work), and Professor Consultations (expert advisory services).

1.2. Use of Subcontractors

Client acknowledges that Assayo utilizes third-party university laboratories and individual professors (the "Service Providers") to physically perform the Service, but Assayo remains the principal contracting party responsible for delivery of the Service Products. The quality and execution of the physical Service remain the ultimate responsibility of the Service Providers.

1.3. Client Provided Items and Shipping

Client may supply Assayo with materials, samples, and related information (the "Provided Items") for use in the performance of the services. Client is solely responsible for and shall bear all costs, risks, and regulatory compliance for the proper packaging, labeling, and shipping of the Provided Items to the designated Service Provider. Assayo agrees that all Provided Items are the sole property of Client and shall only be used for the performance of the Service.

1.4. Specialized Service Acceptance

For Specialized Services and Professor Consultations, Assayo will provide the Client with a detailed Statement of Work (SOW) which includes the Service Protocol (Exhibit A, if applicable), Analysis (Exhibit B), and the proposed Cost and Payment Terms (Exhibit C). The Client's written approval of the SOW is mandatory before Assayo will schedule or authorize the Service Provider to commence work.

1.5. Professor Consultation Acceptance

For Professor Consultations, the Client's acceptance of the Professor's pre-published rate and terms on the Assayo platform, followed by placing an order, constitutes the agreement for service. Fees will accrue based on the Professor's published rate and the actual time consumed, as recorded by the platform, and will be invoiced to the Client by Assayo pursuant to Article 2.3. Client acknowledges that the professor is an independent contractor and is solely responsible for the content of their advice.

ARTICLE 2: COMPENSATION AND PAYMENT

2.1. Expenditure Authorization (PO or Prepayment)

Prior to placing any Service Order (Standard, Specialized, or Consultation), Client shall authorize expenditure via one of the following methods:

(a) Purchase Order (PO) Authorization: Client shall issue an initial Purchase Order (PO) to Assayo for a specified maximum amount. This PO serves as the authorization for Client to place orders against that credit on the Assayo platform. Client acknowledges that this PO does not constitute payment but is an expenditure commitment.

(b) Upfront Payment: Client may pay for the full amount of Standard Services or a fixed consultation time in advance via credit card or other online methods at the point of booking. This payment constitutes immediate settlement of the service fee.

(c) Prepayment Deposit (for credit use only): Client may transfer a general deposit to Assayo's account via online transfer or check. This deposit will be held by Assayo and drawn down to settle invoices for completed services where upfront payment was not feasible (e.g., final specialized service charges). The complimentary 10-minute consultation associated with a Standard Service does not require pre-authorization.

2.2. Cost

(a) Standard Tests: Client shall pay Assayo the pre-published fees for Standard Tests as outlined on Assayo's platform at the time of booking.

(b) Specialized Services: Client shall pay Assayo the fees specified in Exhibit C (Cost) for Specialized Services and any required Analysis (Exhibit B), as set forth in the Client-approved SOW.

(c) Professor Consultations: Client shall pay Assayo the fees for Professor Consultations which will accrue based on the Professor's published rate on the platform and the actual duration of the consultation. The first ten (10) minutes of a consultation booked following a Standard Service purchase are complimentary. Time exceeding this 10-minute period will be billed at the Professor's published rate.

2.3. Invoicing and Payment Terms

All fees for completed Services (Standard, Specialized, and Consultation) shall be invoiced against the authorized amount (PO or Prepayment).

(a) Invoicing: Assayo shall generate an invoice upon completion of the test and submission of the Service Products (results) to the Client.

(b) Payment: For services paid via Upfront Payment (2.1(b)), the associated invoice is settled immediately. For services under PO authorization or where an outstanding balance remains after deducting any Prepayment Deposit (2.1(c)), the remaining undisputed amount is due Net 30 days from the invoice date.

ARTICLE 3: CONFIDENTIALITY (NDA)

3.1. Definition of Confidential Information

"Confidential Information" means any and all non-public information, including the Provided Items, the Service Products, inventions, methodologies, data, and business strategies disclosed by one Party (the "Disclosing Party") to the other Party (the "Receiving Party").

3.2. Obligation of Confidentiality

For a period of five (5) years, Assayo agrees to hold the Client's Confidential Information in the strictest confidence and will exercise commercially reasonable care in its protection. Assayo will only disclose this information to the necessary Service Providers under a binding agreement that ensures protection equivalent to this Article 3.

3.3. Exclusions

The confidentiality obligations in this Article do not apply to information that is: (a) independently developed by Assayo; (b) publicly known without breach of this Agreement; or (c) required to be disclosed by law or court order, provided prompt notice is given to the Client.

ARTICLE 4: OWNERSHIP AND USE OF SERVICE PRODUCTS

4.1. Transfer of Ownership

Subject to final payment of all outstanding fees, Assayo hereby transfers and assigns to Client all right, title, and interest in and to all Service Products (data, records, and deliverables) generated under this Agreement.

4.2. Use of Service Products

Client shall have the right to use the Service Products for any lawful research or commercial purpose whatsoever.

4.3. Use Restriction

Client acknowledges that the Service Providers used by Assayo may not be certified or accredited for regulatory testing. Therefore, Client agrees that the Service Products (including all data and reports) are provided for internal Research and Development (R&D) purposes only. Service Products shall not be used for, or cited in support of, any regulatory submissions, legal compliance filings, or product claims to consumers, without the express written permission of Assayo and the specific Service Provider.

4.4. Background IP

Client acknowledges that Assayo and the Service Providers retain all ownership rights in their respective background intellectual property, software, or methodologies used to perform the Service.

ARTICLE 5: WARRANTIES AND INDEMNIFICATION

5.1. Disclaimer of Warranties

CLIENT ACKNOWLEDGES THAT ASSAYO IS ACTING AS A BROKER AND PASSES THROUGH SERVICES PERFORMED BY A THIRD-PARTY LABORATORY. THEREFORE, ASSAYO EXPRESSLY DISCLAIMS ALL EXPRESS OR IMPLIED REPRESENTATIONS AND WARRANTIES, INCLUDING, WITHOUT LIMITATION, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE SERVICE OR SERVICE PRODUCTS.

5.2. Limitation of Liability

IN NO EVENT WILL ASSAYO BE LIABLE FOR LOSS OF PROFITS, LOSS OF USE, OR ANY OTHER CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM THIS AGREEMENT.

5.3. Indemnification by Client

Client will defend, indemnify and hold harmless Assayo, and its officers, employees, and agents from and against any and all claims, liabilities, damages, and expenses arising from any third-party claims asserted from the Client's use of the Service Products, particularly in violation of Article 4.3.

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For ASSAYO:

(Authorized Signatory)

(Name and Title)

(Date)

For CLIENT

(Authorized Signatory)

(Name and Title)

(Date)

APPENDIX A: SERVICE PROTOCOL AND DELIVERABLES TEMPLATE FOR SPECIALIZED TESTING

Service protocol: Methodology, steps or procedures the laboratory will follow

Data Collection: How raw information is gathered and recorded

Deliverables: The specific, tangible outputs (e.g. final report, raw data files, unused samples)

APPENDIX B:

Interpretation of Specialized Tests and Report Summary to the client

APPENDIX C:

COST AND PAYMENT TEMPLATE

Total cost for specialized testing

Payment terms: