MASTER SERVICES AGREEMENT

Between

Fairsen Industrial Corporation

and CarAid

This Master Services Agreement (the “Agreement”) is made and entered into on this
[January 1, 2024] (the “Effective Date”), by and between CarAid, an auto dealership
business located at Rosario-Ibaan Road, Namunga, Rosario, Batangas (the “Client”), and
Fairsen Industrial Corporation, a brake pads supplier located in New Taipei, Taiwan (the
“Service Provider”). The client seeks to purchase brake pads from the service provider
for use in its automotive repair and maintenance services.

WHEREAS, the CarAid Business (the Client) desires to contract with Fairsen Industrial
Corporation (the Service Provider) to provide quality and affordable brake pads in
accordance with the terms of this Agreement, and the Service Provider desires to provide
the brake pads for the Client as set forth in this Agreement.

The scope of work, including the services to be provided, the schedule of services, and
the fees to be paid, shall be provided in an attached document. In case of any conflict
between the terms in the scope of work and this agreement, the terms of this agreement
shall prevail.  

The purpose of this Agreement is to facilitate the production and supply of brake pads by
Fairsen Industrial Corporation for the CarAid business. This collaborative effort and
partnership between the two parties aims to enhance their respective businesses. 

Responsibilities

The "Service Provider" shall:

1. Manufacture and deliver the brake pads in accordance with the specifications
provided by the Client.
2. Comply with all applicable laws and regulations related to the manufacture and
sale of the brake pads.
3. Provide technical support and troubleshooting assistance to the Client as needed.
The Client Shall:

1. Pay for the brake pads in accordance with the billing procedures outlined below.
2. Use the brake pads only in accordance with the specifications provided by the
Vendor.
3. Provide timely feedback to the Vendor regarding the quality of the brake pads and
any issues that arise.

NOW THEREFORE, in consideration of the above Recitals, which are hereby

incorporated into the below Agreement, and in consideration of the mutual promises
made herein, the receipt and sufficiency of which are hereby acknowledged, the CArAid
and FAirsen Industrial Corporation will develop the terms and conditions of this
Agreement based on the following principles:

1. The collaboration aims to help both parties achieve their individual goals.
2. The business relationship between the parties will be mutually beneficial,
ensuring income, funds, safety, confidentiality, and legality for both.
3. Both parties will be open and honest with each other in order to achieve their
objectives.
4. The parties shall strive to produce positive results in achieving their goals and
objectives. 

As a result of the considerations mentioned in the above Recitals, which are included in
this Agreement, and in exchange for the promises made by both parties, which are
acknowledged and deemed sufficient, the parties hereby agree to the following terms:

SECTION 1
 SCOPE OF SERVICES

1.1 Services. Service Provider shall provide Client with the following services:

 Manufacturing of brake pads in accordance with the specifications provided by

CarAid business.
 Delivery of the brake pads to the specified location(s) in a timely manner.

Client hires the aforementioned Service Provider, and the Service Provider agrees to
provide the products and services described in this document to the Client (hereinafter
"SOW"). In the event of a conflict between this Agreement and any SOW, this
Agreement shall take precedence.

1.2 Conduct of Services. The Manufacturer agrees to provide the Client with brake pads
manufactured in accordance with industry standards for safety and performance. The
Manufacturer will produce brake pads using high-quality materials, following the
production process described in the scope of work.

1.3 Method of Performing Services. The Service Provider shall have the authority to
determine the details, means, and methods of producing the product. Service Provider
shall manufacture the brake pads using high-quality materials and shall ensure that the
brake pads meet the specifications provided by Client. Client, shall, however, exercise
general power to supervise and control over the result of the Service Provider’s work to
assure quality performance this may include the right to evaluate, the right to make
suggestions or recommendations as to the details of the work, and the right to propose
modifications to the agreement.  

1.4 Scheduling. Service Provider shall work with Client to establish a mutually agreeable
schedule for the manufacturing and delivery of the brake pads. Any changes to the
schedule must be approved by Client three (3) business days in advance.

1.5 Reporting. The Service Provider and the Client shall develop appropriate procedures
for coordinating with each other Service Provider shall provide Client with regular
updates on the status of the brake pad manufacturing and delivery process. Such updates
shall include any delays or other issues that may affect the delivery schedule. The Client
shall periodically provide the Service Provider with the evaluations of Service Provider’s
performance.

1.6 Order Cancellation. The Client may cancel an order for a legitimate reason, even
when the Service Provider has no fault, but the Client shall pay the Service Provider for
the expenses made, the work done and the prospective profit of the latter. Except to the
extent prohibited by applicable law, Client (i) may cancel an Order for any reason or no
reason prior to shipment of the applicable goods or performance of services by providing
written notice to Vendor and (ii) may immediately terminate the Order, even after
shipment, by providing written notice to Vendor if Vendor breaches any term or
condition of the Order or becomes insolvent or subject to any proceeding under any
bankruptcy or any insolvency law.
1.7 Completion and Deliverables. The Service Provider shall complete the services by
the client’s specified time and date. Except when a natural disaster or fortuitous event
occurs. Time shall be of the essence in the Service Provider’s performance of this
Agreement. The Client may request replacement before the product has been delivered, if
applicable.

1.8 Inspection and Acceptance. The Client or its representative shall have the right to
inspect and/or test the fabrics at no extra cost to the Client at the premises of the Service
Provider, at the point of delivery or at the final destination. The Service Provider shall
facilitate such inspections and provide required assistance.

1.9 Supplies and Equipment. The Service Provider, at their own expense, shall furnish
their own supplies and equipment necessary to deliver and complete the Services as
defined under this Agreement unless otherwise agreed upon by the parties. Should the
Client not furnish the agreed upon for the supplies, the Client understands they will be
responsible for reimbursing the Service Provider for all expenses incurred. 

1.10 Dates of Performance. The services shall be performed on the dates specified in the
purchase orders issued by Client. Service Provider shall use its best efforts to deliver the
brake pads on the dates specified in the purchase orders, subject to delays caused by
circumstances beyond its control.

1.11 Future Services. If the parties agree to additional services beyond the scope of this
Agreement, such services shall be set forth in a separate written agreement between the
parties.

SECTION 2
TERM AND TERMINATION

2.1 Term. The initial term of this Agreement shall be for a period of six (6) months
commencing the date of execution of this Agreement. Thereafter, this Agreement shall
automatically renew for successive one-year terms, unless either party gives written
notice of non-renewal to the other party at least thirty (30) days prior to the expiration of
the then-current term. 

2.2 Changes in Service. Either party may request changes to the services to be provided
under this Agreement. Such changes must be agreed upon in writing by both parties and
shall be incorporated into this Agreement as an amendment.
2.3 Termination. Either party may terminate this Agreement upon the occurrence of any
of the following events:

 Material breach of any provision of this Agreement by the other party, provided
that the breaching party fails to cure such breach within thirty (30) days of
receiving written notice thereof from the non-breaching party.
 Insolvency, bankruptcy, or assignment for the benefit of creditors by the other
party.
 Mutual agreement of the parties to terminate this Agreement. 

In the event of termination of this Agreement, Fairsen Industrial Corporation shall

immediately discontinue any further manufacturing of brake pads and shall deliver any
completed brake pads to CarAid business. CarAid business shall pay Fairsen Industrial
Corporation for any completed brake pads delivered prior to the termination date. 

SECTION 3
FEES, EXPENSES AND PAYMENT

3.1 Fees. The parties shall agree upon the fees for the services provided by the Service
Provider, which will be set forth in one or more statements of work (SOWs) executed
under this Agreement. 

3.2 Deposit. The Service Provider may require a deposit from the Client for the services
to be rendered. The amount and payment terms of the deposit shall be set forth in the
applicable SOW.

3.3 Reimbursement of Expenses. The Client shall reimburse the Service Provider for all
reasonable and necessary expenses incurred in connection with the provision of services,
as set forth in the applicable SOW. Such expenses may include, but are not limited to,
travel expenses, lodging, meals, and other out-of-pocket expenses.

3.4 Payment. The Client shall pay the fees and expenses due to the Service Provider in
accordance with the payment terms set forth in the applicable SOW. Unless otherwise
agreed upon in writing, payment shall be due within thirty (30) days of receipt of the
Service Provider's invoice.
3.5 Method of Payments. The method of payment shall be agreed by the parties in
writing, which shall be set forth by one or more statement of work (SOW) executed under
this agreement.

3.6 Late Payment. In the event that the Client fails to make payment within the payment
terms set forth in the applicable SOW, the Service Provider may suspend performance of
the services until payment is made in full. Additionally, the Client shall be responsible for
all costs of collection incurred by the Service Provider, including reasonable attorneys'
fees.

3.7 Unsettled Payments. Client must pay Service Provider all undisputed amounts
within ninety (90) calendar days after receipt of the applicable invoice or receipt of the
goods (or performance of the services), whichever is later or within such a lesser period
of time as is required by Law.

SECTION 4
CONFIDENTIALITY

4.1 Both the Client and Service Provider agree to keep any information that they learn
about each other's business as part of this Agreement confidential. The Service Provider
is not allowed to share this information with anyone else without the Client's written
permission. If the Service Provider handles any personal data as part of this Agreement,
they must follow the Client's data protection rules.

4.2 When this Agreement ends, the Service Provider must give back any of the Client's
confidential information that they still have.

SECTION 5
REPRESENTATIONS AND WARRANTIES.
5.1 Representations. Vendor represents, warrants and covenants that:

(i) the goods supplied (including their manufacture, packaging, storage, handling,
transportation, and delivery):
a. will be in accordance with all applicable laws, rules, regulations, codes, and
ordinances of the country(ies) of manufacture and delivery,

b. will be in accordance with the specifications, drawings, samples, or other

descriptions contained in the Order or provided or approved by the Purchaser
 c. will be marketable, of satisfactory quality, of good material and workmanship,
and defect-free

d. If ordered for a specific purpose, they will be suitable for that purpose.

e. Unless otherwise specified, will be of the highest grade and quality; and

f. shall be sold and transferred to the Purchaser free and clear of all liens and
encumbrances.

5.2 Ethics. (ii) The services will be provided (i) in a professional and workmanlike
manner, and (ii) in accordance with all applicable laws, rules, regulations, codes, and
ordinances, as well as all of the Client's safety and other requirements communicated to
Service Provider.;

5.3 Responsibilities. (iii) Service Provider shall:

a. Deliver the goods and provide the services specified in the Order by the
delivery and performance dates specified on the face of the Order;

b. initiate, maintain, and supervise all environmental and safety precautions and
programs associated with the services at its own expense, and comply with all of
Client’s environmental, health, and safety rules;

c. Obtain and maintain all necessary permits, licenses, or other approvals at its
own expense, and provide all legally required notices to provide the services;

d. Unless otherwise specified on the face of the Order, provide all labor,
materials, machinery, equipment, tools, transportation, and other facilities and
services required for the proper execution and completion of the Order at its own
expense;

e. Unless otherwise specified on the face of the Order, be solely responsible for all
methods and procedures for delivering and coordinating all portions of the
services;

f. Be solely responsible for the handling, transportation, and disposal of all

materials, substances, and chemicals brought onto Client’s premises by Service
Provider or any subcontractor, as well as any waste generated or resulting from
their use;

g. Not dispose of or permit the release of any materials, substances, or chemicals

(or any waste generated or resulting from their use) on the premises of the Client;
 h. Client’s Materials will not be used unless they are suitable for their intended
use, and all Purchaser Materials will be returned to Client in the same condition in
which they were borrowed;

i. Accept full responsibility for the safety and management of persons and
property within the portion of the Client’s premises where the services are being
performed ("Service Location"), and physically separate the Service Location
from the remainder of the Client’s premises to the greatest extent possible;

j. Inspect the Service Location at least once daily for any Hazard and eliminate
any Hazard; if any Hazard cannot be eliminated, advise the Client to warn its
employees and visitors of these Hazards; and

k. Keep the Service Location and other parts of Client’s premises free of material
and refuse accumulations, and upon completion of the services, promptly remove
same and all Service Provider’s machinery, tools, and equipment, as well as any
unused materials, substances, or chemicals, and return Client’s premises to their
original state;

5.4 Warranty. (iv) no liens or claims will be filed, maintained or enforced by Vendor or
its suppliers or subcontractors for any service performed or materials provided. 

SECTION 5
PROPERTY RIGHTS

5.1 Work Product Defined. As used herein, the term “Work Product” shall mean any
kinds of fabrics provided by the Service Provider in the course of performing their
Services.

5.2 Work Product Ownership. All intellectual property rights related to the brake pads,
including patents, trademarks, and copyrights, will be owned by the Manufacturer. Upon
request, the Client shall sign all documents necessary to confirm or perfect the exclusive
ownership of the Service Provider to the Work Product.

5.3 Acquiring Property Rights. Subject to Service Provider’s property rights, nothing in
this Agreement shall be construed to preclude Client from acquiring, developing,
marketing or enhancing for itself or others similar alternatives performing the same or
similar functions as the alternative used or created pursuant to this Agreement.
 SECTION 6
ASSURANCES

6.1 No Exclusivity. The Parties subject to this Agreement understand and acknowledge
that this Agreement is not exclusive. Each Party respectively agrees that they are free to
enter into other similar Agreements with other parties.

6.2 No Conflict. The Service Provider represents and warrants that it has no obligations
to any third party that will limit or restrict its ability to provide services to the Client
under this agreement. Service Provider agrees not to disclose to the Client, nor use in the
performance of any work hereunder, any trade secrets or other proprietary information of
any third party, unless the Client is free to do so without incurring any obligation (past or
future) to such third party for such work or any future application thereof.

6.3 No Recruiting. During the term of this Agreement, the Client shall not knowingly
solicit, entice, or persuade any Service Provider employees to end their relationship with
the company.

SECTION 7
MISCELLANEOUS
7.1 Limitation of Liability. In no event shall either party be liable to the other for any
indirect, consequential, incidental, or punitive damages arising from the use of the brake
pads or any other breach of this Agreement.

7.2 Indemnification. Vendor agrees to indemnify and hold harmless Purchaser, its
affiliates and their directors, officers, employees, agents, and representatives from and
against any and all liability, loss, damage, fine, penalty, cost or expense (including
reasonable attorneys' fees) to the extent arising out of or resulting from:

(1) any non-conforming good or services;

(2) any alleged or actual, direct or contributory infringement or misappropriation

of any patent, copyright, trade secret or other proprietary right arising from the
purchase, use or sale of the goods or services provided by Vendor;

(3) any leak or spill of any materials, substances or chemicals while being
transported or delivered to Purchaser or while on Purchaser’s premises;

(4) any breach by Vendor of any term or condition contained in the Order;
 (5) the use of any Purchaser Materials or any person in the employ of Purchaser to
perform any of the services under the Order and/or

(6) the negligent acts or omissions, or willful misconduct of Vendor, Vendor's

subcontractor’s, employees, agents, representatives and any person performing
services under the Order.

Without limiting the foregoing, Purchaser may require Vendor to re-deliver against
nonconforming goods or re-execute non-conforming services at Vendor’s cost and
expense.

7.3 Force Majure. Each party will be excused from a failure to perform or a delay in
performance to the extent caused by events beyond its reasonable control. The party
claiming excuse from performance must take reasonable efforts to remove the cause of its
inability to perform or its delay in performance.The party claiming excuse from
performance must give prompt written notice to the other party of the event, specifying
its nature and anticipated duration. If Vendor’s performance is excused or delayed for
more than twenty (20) calendar days, Purchaser may terminate the Order by giving
Vendor written notice, which termination will become effective upon receipt of notice. If
Client terminates the Order, Client’s sole liability will be to pay any balance due  for
conforming goods and services delivered by Vendor before receipt of Purchaser’s
termination notice.

7.4 Governing Laws. This Order shall be governed by and construed in accordance with
the laws of the Philippines. Any dispute arising from the Order shall be settled by
arbitration in accordance with the prevailing rules of the Philippine Dispute Resolution
Centre, Inc. (PDRCI). The number of arbitrators shall be one (1) and the place of
arbitration shall be in the Philippines. The Service Provider shall also adhere to the rules
and regulations of Bureau of Customs and follow the provisions of Tariff and Customs
Code of The Philippines.

7.5 Governing Constitution and By Laws. This Service Agreement shall be governed in
all respects in accordance with the constitution and by-laws of the Fairsen industrial
Corporation and CarAid without regard to the conflict of law provisions of the
aforementioned organization. This Agreement shall be binding upon the successors and
assigns of the respective parties.
7.6 Waiver. Client’s failure or delay in exercising any right or remedy with respect to the
Order will not operate as a waiver of that right or remedy. Any waiver of a right or
remedy must be in writing and signed by Purchaser. 

7.7 Independent Parties. The parties shall be independent to one another, and nothing
herein shall be deemed to cause this Agreement to create a partnership, or joint venture
between the parties.

7.8 Notices. All notices required or permitted hereunder shall be in writing addressed to
the respective parties as set forth herein, unless another address shall have been
designated, and shall be delivered by hand or by registered or certified email. 

7.9 Insurance. Vendor agrees that during the term of its performance hereunder, it shall,
at its sole cost, maintain Workers compensation insurance and other legally required
insurance in accordance with and meeting all requirements of applicable law. 

7.10 Language. The Parties agree that in the event of any inconsistency between the
English language and the other language version, the English language version shall
prevail.

7.11 Entire Agreement. This Agreement constitutes the sole and entire agreement of the
Parties regarding the subject matter contained herein, and supersedes all prior and
contemporaneous understandings, agreements, representations, and warranties, both
written and oral, regarding such subject matter. This Agreement may only be amended,
modified, or supplemented by an agreement in writing signed by each Party hereto.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first
above written.
Accepted and agreed to as of the Effective Date by the authorized representative of each
party: 

CarAid Fairsen Industrial Corporation

Signature: Signature:
Print Name: Print Name:
Print Title: Print Title:
Date: Date:
Notice Address: Notice Address:
Email: Email:
Contact: Contact: