OUTCOME-BASED SERVICES AGREEMENT

This Outcome-Based Services Agreement (“Agreement”) is entered into as of the effective date set forth in the applicable Order Form (“Effective Date”) by and between Tacton Systems AB, a Swedish corporation with its principal place of business at Klara Norra Kyrkogata 33, SE-111 22 Stockholm, Sweden (“Tacton”) and the customer identified in the applicable Order Form (“Customer”). Tacton and Customer are jointly referred to as the “Parties” and individually as a “Party”.

Background

Customer and Tacton are parties to an existing master services agreement, SaaS agreement, or similar agreement governing Customer’s use of Tacton’s products and services (the “Existing Agreement”). The Parties wish to enter into this Agreement to govern Outcome-Based Services. This Agreement governs Outcome-Based Services independently of the Existing Agreement. In the event of a conflict between this Agreement and the Existing Agreement, this Agreement shall prevail solely with respect to Outcome-Based Services.

1 Provision of Outcome-Based Services

1.1 Tacton will provide Outcome-Based Services in accordance with (i) the applicable Order Form and (ii) the “Service Description” (available on www.tacton.com/legal-information), with the objective of supporting the value-based outcomes defined therein.

1.2 Outcome-Based Services are subscription-based and intended to support ongoing optimization and value realization progressively over time. Any business outcomes, objectives or KPIs referenced in an Order Form or Service Description are aspirational objectives used to guide prioritization and do not constitute performance guarantees.

1.3 Outcome-Based Services do not include fixed milestones, formal acceptance procedures, or dedicated project teams unless expressly set out in the applicable Order Form.

1.4 Outcome-Based Services are delivered remotely unless otherwise agreed in writing.

2 Governance and Delivery Model

2.1 Tacton will determine the selection, allocation, and use of personnel, tools, and methods to deliver the Outcome-Based Services, provided that the Services are delivered in accordance with the applicable Order Form and Service Description.

2.2 Tacton’s ability to deliver value through Outcome-Based Services depends on timely access to Customer resources, systems, and information reasonably required by Tacton. Customer shall provide such access and reasonably cooperate in a timely and professional manner.

2.3 If either Party identifies issues affecting delivery of the Services, it will promptly inform the other Party and the Parties will collaboratively address the concerns. Escalations for the engagement will follow the process described in the Service Description.

3 Service Credits

3.1 “Service Credits” are a usage metric representing a prepaid allocation of advisory and optimization capacity under the Outcome-Based Services subscription. Service Credits have no monetary value, are non-refundable and non-transferable, and may not be exchanged for cash or other services.

3.2 Service Credits may be used only for activities within the scope of Outcome-Based Services as described in the applicable Order Form and Service Description.

3.3 Monthly Availability and Capacity Planning

a) Service Credits are intended to be utilized on a reasonably even basis throughout the applicable subscription term. Tacton shall make available for scheduling each calendar month a minimum capacity corresponding to one-twelfth (1/12) of the annual Service Credit allocation set out in the applicable Order Form. Tacton shall use commercially reasonable efforts to accommodate requests exceeding such monthly allocation; however, fulfillment of such requests is subject to resource availability and cannot be guaranteed.

b) Customer acknowledges that Outcome-Based Services are designed for continuous engagement throughout the subscription term and Customer will reasonably plan and distribute Service Credit usage across the year in coordination with Tacton.

3.4 Service Credits must be used during the applicable subscription term (which shall be twelve (12) months unless otherwise specified in the applicable Order Form) and will automatically expire at the end of such term unless expressly agreed otherwise in writing. Unused Service Credits will not carry over to any renewal or subsequent term.

3.5 Customer may, at any time during the subscription term, purchase additional Service Credits (i.e., increase its annual Service Credit allocation) or upgrade to a higher Outcome-Based Services Plan by executing an Order Form. In such case, Tacton will invoice Customer on a pro-rata basis for the additional Service Credits or higher Outcome-Based Services Plan applicable to the remaining portion of the then-current subscription term.

4 Exclusions; when an SOW is required

4.1 Work that, due to scope, complexity, risk, governance, or commercial structure, requires formal project governance will be excluded from Outcome-Based Services and governed only under a separate written statement of work (“SOW”). For example, new module implementations, major upgrades, significant architectural changes, data migrations, re-platforming, complex integrations, large customizations, defined milestones/acceptance criteria, fixed timelines, dedicated resources, or separate commercial terms.

4.2 Tacton may reasonably determine that a request exceeds the scope of Outcome-Based Services and requires an SOW; in such case, Tacton has no obligation to perform that request under Service Credits.

5 Third-party services and product development exclusions

5.1 Outcome-Based Services may include advisory related to integrations or third-party services. Tacton is not responsible for the performance, availability, compliance, or security of third-party services, nor for third-party deliverables.

5.2 Any feature enhancements, product change requests, or modifications to Tacton’s SaaS Services (beyond configuration and advisory within the scope of Outcome-Based Services) are excluded from scope of Outcome-Based Services.

6 Fees, invoicing, and expenses

6.1 Outcome-Based Services fees shall be as set forth in the applicable Order Form and shall be invoiced annually in advance unless otherwise specified therein. Fees are associated with the subscription or service plan and are not contingent upon hours worked or personnel assigned. Invoices are payable within thirty (30) days from the invoice date.

6.2 Customer is responsible for providing complete and accurate billing and contact information to Tacton and notifying Tacton of any changes to such information. Customer purchase orders are for administrative convenience only and not a condition of issuing an invoice or collecting payment. Any terms in a purchase order or Customer order documentation are void and unenforceable, and the Agreement terms shall prevail.

6.3 Payments that are more than 30 days overdue, and for which Tacton has sent at least one written reminder, are subject to (i) interest of 1% per month, or the maximum permitted by law, whichever is less; and (ii) without limiting its other rights and remedies, suspension of Services until unpaid amounts have been paid. Tacton will not charge late interest or exercise its suspension rights for unpaid amounts if Customer is disputing the applicable charges reasonably and in good faith and is cooperating diligently to resolve the dispute.

6.4 If on-site work or travel is agreed, Customer shall reimburse reasonable travel and accommodation expenses approved in writing by Customer.

7 Intellectual Property

7.1 As between the parties, Tacton retains all right, title and interest in and to the Outcome-Based Services, Documentation, tools, methodologies, and all Tacton pre-existing intellectual property and improvements thereto.

7.2 Subject to Customer’s compliance with this Agreement and payment of applicable Fees, Tacton grants Customer a non-exclusive, royalty-free, worldwide right to use outputs and configurations delivered as part of Outcome-Based Services solely for Customer’s internal business purposes and only in conjunction with Tacton’s SaaS Services.

7.3 Customer grants Tacton and its Affiliates a royalty-free, fully-paid, non-exclusive, non-transferable, sub-licensable, worldwide right to host, use, access, copy, transmit, process, and display Customer Data, Inputs, Outputs, and any program code created by or for Customer pursuant to this Agreement, to provide, maintain, develop, enhance, evolve, and improve the Outcome-Based Services, and other related products, services, and technologies of Tacton, and to prevent or address service or technical problems. Except for the licenses granted herein, Tacton acquires no right, title or interest from Customer or its licensors under this Agreement in or to any Customer Data, or Customer or third-party program code.

8 Warranty and Disclaimer

8.1 Tacton warrants that the Outcome-Based Services will be provided by qualified personnel in a timely, professional, and workmanlike manner, consistent with prevailing industry standards. Customer acknowledges and agrees that Outcome-Based Services are advisory, analytical, and service-based in nature and are dependent on, among other things, Customer’s data, systems, configurations, processes, and implementation decisions. Tacton does not warrant or guarantee that any specific business result, outcome, performance metric, or commercial objective will be achieved as a result of the Outcome-Based Services. Tacton’s sole and exclusive responsibility, and Customer’s sole and exclusive remedy, for any breach of this warranty shall be for Tacton, at its option, to re-perform the non-conforming Outcome-Based Services using commercially reasonable efforts, provided that Customer notifies Tacton in writing of such non-conformance within a reasonable time after discovery.

8.2 Except as expressly set forth in this Agreement, the Outcome-Based Services are provided “as is” and without warranties of any kind, whether express, implied, statutory, or otherwise. Tacton disclaims all implied warranties, including merchantability, fitness for a particular purpose, and non-infringement. Customer remains solely responsible for its business decisions and implementation of any recommendations provided under the Outcome-Based Services. Outcome-Based Services are advisory and capacity-based. No service level agreement (SLA), response time commitment, or guaranteed delivery timeline applies to Outcome-Based Services unless expressly stated in the Services Description.

9 Limitation of Liability

Except for breach of confidentiality or liability that cannot lawfully be limited, each Party’s total aggregate liability arising out of or related to this Agreement shall not exceed the total Fees for the Outcome-Based Services paid or payable by Customer under this Agreement during the twelve (12) months preceding the event giving rise to the claim. In no event shall either Party be liable for any consequential, indirect, incidental, special, or punitive damages or loss of profits.

10 Confidentiality

Each Party may have access to information (in any form) that relates to the other Party and its activities which is identified by the disclosing Party as confidential or reasonably understood to be confidential or proprietary (“Confidential Information”). The receiving Party agrees that Confidential Information may only be used as required to perform obligations under the Agreement or for legitimate business, compliance, audit, security, or governance purposes related to the relationship between the Parties, and that it will protect Confidential Information in the same manner that it protects its own similar confidential information, but in no event using less than a reasonable standard of care. Without limiting the generality of the foregoing, Tacton will maintain administrative, physical, and technical safeguards designed for the protection of the security, confidentiality and integrity of Customer Data, as described in the Documentation. Confidential Information may only be disclosed to an employee, subcontractor, professional advisers or to a third-party if required for the purpose of the Agreement, including internal compliance, security, risk management, and audit purposes and provided such parties are bound by substantially similar obligations of confidentiality. Nothing in the Agreement will prohibit or limit either Party’s use of information (i) previously known to it without an obligation not to disclose such information, (ii) independently developed by or for it without use of Confidential Information, (iii) acquired by it from a third-party which was not, to the receiver’s knowledge, under an obligation not to disclose such information, or (iv) which is or becomes publicly available through no breach of the Agreement.

11 Term and Termination

11.1 This Agreement shall commence on the Effective Date and shall remain in effect for the subscription term set forth in such Order Form (the “Initial Term”). Unless either Party provides written notice of non-renewal at least ninety (90) days prior to the expiration of the Initial Term or any Renewal Term, the subscription (and this Agreement with respect to such subscription) shall automatically renew for successive one (1) year periods (each, a “Renewal Term”).

11.2 Upon renewal, the subscription shall renew based on the Outcome-Based Services plan and total annual Service Credit allocation in effect at the end of the preceding term, unless otherwise agreed in writing. Downgrades shall not be permitted during a subscription term but may take effect as of a Renewal Term, provided Customer gives at least ninety (90) days’ prior written notice before the applicable renewal date.

If Customer is incorporated in North America:

Upon renewal, Tacton may increase the fees for the Outcome-Based Services based on the percentage increase in the U.S. Employee Cost Index (ECI), as published by the U.S. Bureau of Labor Statistics for Service-Providing Industries, measured from the later of (i) the Effective Date or (ii) the date of the last fee adjustment, plus five (5%) percent.

If Customer is incorporated outside North America:

Upon renewal, Tacton may increase the fees based on the percentage increase in the Labor Cost Index (LCI), as published by Eurostat for Industry G–N (Services of the Business Economy), European Union, measured from the later of (i) the Effective Date or (ii) the date of the last fee adjustment, plus five (5%) percent.

11.3 If the referenced index is discontinued, Tacton may apply a reasonably equivalent successor index.

11.4 Termination Rights – Mutual. Either Party may terminate this Agreement for cause (i) upon thirty (30) days’ prior written notice to the other Party of a material breach, if such breach remains uncured at the expiration of such notice period, or (ii) immediately upon written notice if the other Party becomes the subject of any proceeding relating to bankruptcy, insolvency, receivership, liquidation, or assignment for the benefit of creditors.

11.5 Refund or Payment upon Termination. If this Agreement is terminated by Customer for Tacton’s failure to cure a material breach during the cure period or other agreed timeframe, Tacton will refund Customer the pro rata share of Customer’s prepaid fees allocable to the remaining term following the effective date of such termination. If this Agreement is terminated by Tacton for Customer’s failure to cure a material breach, Customer will pay all unpaid fees for the remaining Term of all Order Forms. In no event will termination relieve Customer of Customer’s obligation to pay any fees payable to Tacton.

12 Assignment

Neither Party may assign this Agreement without the prior written consent of the other Party, such consent not to be unreasonably withheld or delayed. Notwithstanding the foregoing, either Party may assign this Agreement, in whole or in part, without consent, to (i) an Affiliate, or (ii) in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets, upon written notice to the other Party. This Agreement shall be binding upon and inure to the benefit of the Parties and their permitted successors and assigns.

13 Force Majeure

13.1 Neither Party shall be liable for any delay or failure in performance (other than payment obligations) to the extent caused by events beyond its reasonable control, including war, terrorist acts, civil unrest, governmental orders, strikes or labor disputes, epidemic or pandemic, fire, flood, earthquake, explosion, cyber-attacks, or failures of third-party service providers to the extent caused by such events (each, a “Force Majeure Event”).

13.2 The affected Party shall promptly notify the other Party in writing of the Force Majeure Event, its expected duration, and shall use commercially reasonable efforts to mitigate its effects and resume performance as soon as reasonably practicable.

13.3 If a Force Majeure Event continues for a continuous period of thirty (30) days, the non-affected Party may terminate the impacted Services upon written notice. Such termination shall be without liability to either Party, except for accrued payment obligations.

14 Non-solicitation

Unless otherwise agreed in writing, neither Party shall, directly or indirectly, solicit for employment, engage, or otherwise contract with any employee or subcontractor of the other Party who has been involved in the provision or receipt of the Outcome-Based Services, during the term of the Agreement and for a period of twelve (12) months following the termination of the Agreement. This restriction shall not apply to general recruitment efforts not specifically targeting such individuals, including public job postings or the use of recruitment agencies not directed to solicit from the other Party.

15 Compliance with Laws and Export

Each Party shall comply with all laws and regulations applicable to its performance under this Agreement. Each Party shall comply with applicable export control and economic sanctions laws in connection with the export, re-export, transfer, or use of the Services, software, and technical data under this Agreement. Customer shall not provide Tacton with any goods, software, technical data, or information subject to export restrictions without prior written notice specifying the applicable restrictions and relevant classification information. Each Party represents that it is not listed on any government-maintained list of parties prohibited from receiving exports, and neither Party shall use the Services in violation of applicable export control or sanctions laws.

16 Miscellaneous

16.1 The Agreement sets out the entire understanding between the Parties and supersedes, all prior or contemporaneous discussions, agreements, representations, and understandings between them with respect to its subject matter. If a court of competent jurisdiction finds any term of the Agreement to be invalid, illegal or otherwise unenforceable, such term will not affect the other terms of the Agreement and will be deemed modified to the minimum extent necessary to render such term enforceable while preserving to the fullest extent permissible the intent and agreements of the Parties set out in the Agreement.

16.2 No waiver or modification of any provision of the Agreement will be effective unless it is in writing and signed (including by electronic signature) by the Party against which it is sought to be enforced.

16.3 The delay or failure by either Party to exercise or enforce any of its rights under the Agreement shall not constitute a waiver of such right, nor will any single or partial exercise of any such right preclude any other or further exercise of that or any other right.

16.4 Any legal notice or other communication provided under the Agreement will be in writing, addressed to such Party at the address set out in the Agreement, and delivered by email (with confirmation of receipt), courier, or registered mail. Operational notices relating to the Services may be provided electronically.

16.5 Tacton may provide the Services and Deliverables through the use of subcontractors (including Tacton Affiliates as subcontractors), and shall remain responsible for their performance in accordance with this Agreement.

17 Governing Law

If Customer is incorporated in North America:

17.1 The Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws principles. The Parties will make good faith efforts to resolve any dispute arising out of or relating to this Agreement within thirty (30) days by escalating it to higher levels of management. The United Nations Convention on Contracts for the International Sale of Goods (CISG) shall not apply to this Agreement.

17.2 Any dispute arising out of or relating to the Agreement shall be finally settled by confidential, binding arbitration administered by the International Centre for Dispute Resolution (the “ICDR”). The International Arbitration Rules (the “Rules”) shall apply. The arbitral tribunal shall be composed of one arbitrator appointed in accordance with the Rules. The seat of arbitration shall be Delaware. The language to be used in the arbitral proceedings shall be English. The arbitral award shall be final and binding upon the Parties, and judgment thereon may be entered in any court of competent jurisdiction.

17.3 Nothing in this Agreement shall prevent the Parties from applying to a court of competent jurisdiction for provisional or interim measures or injunctive relief as may be necessary to safeguard the property or rights that are the subject matter of the dispute.

If Customer is incorporated outside North America:

17.4 The Agreement shall be governed by and construed in accordance with the laws of Sweden, without regard to its conflict of laws principles. The Parties will make good faith efforts to resolve any dispute arising out of or relating to this Agreement within 30 days by escalating it to higher levels of management. The United Nations Convention on Contracts for the International Sale of Goods (CISG) shall not apply to this Agreement.

17.5 Any dispute relating to the Agreement shall be finally settled by arbitration administered by the Arbitration Institute of the Stockholm Chamber of Commerce (the “SCC”). The Rules for Expedited Arbitrations shall apply, unless the SCC in its discretion determines, taking into account the complexity of the case, the amount in dispute and other circumstances that the Arbitration Rules shall apply. In the latter case, the SCC shall also decide whether the Arbitral Tribunal shall be composed of one or three arbitrators. The seat of arbitration shall be Stockholm. The language to be used in the arbitral proceedings shall be English. The arbitral award shall be final and binding upon the Parties.

17.6 Nothing in this Agreement shall prevent the Parties from applying to a court of competent jurisdiction for provisional or interim measures or injunctive relief as may be necessary to safeguard the property or rights that are the subject matter of the dispute.