AGREEMENT FOR DESIGN SERVICES №XXX

This agreement made on the XXX between OHS Tengo Ltd, represented by its director Andrei
Sakharau, hereinafter called "Contractor" on the one part, and XXX , represented by its director
XXX , hereinafter called the Customer", on the other part. (together known as the “Parties”), for
the performance of the said Design Services, as described in Specification, attached hereto. The Parties
agree as follows:

1. SUBJECT OF THE AGREEMENT

1.1. The Contractor undertakes, on the instructions of the Customer, to carry out work on the facility: «
XXX, Cyprus» and to complete other work stipulated by the Agreement (hereinafter referred to as the
work), and the Customer undertakes to accept the result of the work and pay for it.
1.2. The scope of work, a description of the composition and type of work, their cost and deadline, as
well as a list of documents to be transferred to the Customer based on the results of the work, are
indicated by the Parties in the Specification, which is an integral part of this agreement. The Parties
agreed to that the services shall be provided in the following stages: Design project, Stage 1, Stage 2.
1.3. The scope of work to be performed under this agreement may be changed by the Parties by signing
an additional specification, which is also an integral part of this agreement and reflects the cost and
timing of the work, as well as the settlement procedure of the Parties.

1.4. Exclusive rights to a design project that is the result of work under this contract belong to the
Customer from the moment of signing the acceptance certificate of the work performed. With the
written consent of the Customer, the Contractor has the right to use the developed design project for
advertising purposes, portfolio. The written consent of the Customer mentioned in this provision shall
be obtain within all term of the contract, regardless the status of the act of acceptance.

2. MODE OF OPERATION

2.1. The Customer transfers to the Contractor in electronic form or in paper form all available
documents and information (floor plan and / or premises with dimensions, customer profile, etc.)
related to the subject of the Agreement, within two days from the date of signing the relevant
Specification, as well as the Contractor’s request, sent in writing or by e-mail, provides other
information that may be relevant to the performance of work under this Agreement and is available to
the Customer, unless otherwise specified in the relevant Specification.

2.2. The Contractor performs work for the Customer in accordance with the Contract, specifications,
instructions of the Customer, both personally and with the involvement of third parties who may enter
into actual relations with the Customer and third parties, with the written permission of the Customer,
and the Contractor is responsible for the proper execution of the work. The Contractor undertakes to
independently carry out calculations for work provided by third parties. The maximum contract amount
is XXX euro excluding VAT. Changes to the maximum amount are possible by agreement of the two
parties and the signing of an additional agreement to the contract. The total final contract amount will
be the sum of all specifications. The amount of each specification, as well as the conditions for its
implementation, are prescribed separately in each specification. Specifications are provided for
verification and approval 10 days before issuing a prepayment invoice for specification. This is agreed
by the Parties that the price in Specifications is final, the Contractor is not entitled to increase the price
based on its relations with third parties within the scope of this Agreement. The Contractor shall also
extend the relevant non-disclosure obligations to the third parties he involved by including
confidentiality provisions in the contract with the third party or by execution of the non-disclosure
agreement and make sure these obligations are duly fulfilled. The Contractor shall be responsible to the
Customer for breach of the confidential obligation by the third party.
2.3. Acceptance of work performed is carried out by the Parties in accordance with the terms of this
Agreement by signing the act of acceptance of work performed (hereinafter referred to as the "Act").

2.4. The deadlines are specified in the relevant Specification to the Contract.

3. RESPONSIBILITIES OF THE CONTRACTOR

3.1. The Contractor undertakes to conscientiously fulfill its obligations in timely manner and in
accordance with the Specification.

3.2. The Contractor undertakes to maintain confidentiality regarding the information received from the
Customer.

3.3. The Contractor is obliged to perform the work efficiently, within the time period specified in the
relevant Specification, as well as in accordance with other conditions established by this Agreement, its
annexes and specifications.

3.4. To fulfill the obligations assumed for each stage in accordance with Specification, the Contractor
draws up and signs an Act and transfers it to the Customer withing 10 working days since the finish of
each Stage as per Specification.

4. RESPONSIBILITIES OF THE CUSTOMER

4.1. The Customer is obliged to pay the Contractor the work performed under this Agreement.

4.2. The Customer is obliged to timely submit to the Contractor the documents and information
necessary for him to fulfill the obligations assumed and indicated in the relevant Specification, in
electronic form or on paper.

4.3. If the Contractor fulfills its obligations under the relevant Specification in accordance with the
terms of the Agreement, the Customer is obliged to sign the Act or send the Contractor a written
reasoned refusal within 5 (five) business days from the date of receipt of the Act.

4.3.1. The customer is obliged to send the signed Act to the Contractor within 5 (five) business days
from receipt. Failure to send to the Contractor within 15 (fifteen) working days from the Customer a
signed Act or a reasoned refusal means that the work performed by the Contractor is considered to be
performed properly and accepted by the Customer (tacit acceptance).

4.3.2. In the event that the Customer draws up a reasoned refusal and sends it to the Contractor within
the time periods specified in clause 4.3.1. of the contract, the Contractor is obliged to fulfill its
obligations at no additional charge.

4.3.3. If the Customer give the reasoned refusal, the Parties confirm within 5 (five) working days since
the date of reasoned refusal the Disagreement report (email is sufficient), which shall contain the plan
of improvement and the timing of it related to each comment of the Customer. In the event, the Parties
are not able to reach the agreement regarding the Customer complaints, and Contractor refuses to
improve the disadvantages referred into the reasoned refusal or Disagreement report the Customer shall
be entitled not to accept and pay the work renumeration related for these works. The prepayment for
not accepted services at parties’ mutual decision shall be set off towards next invoice or shall be
refunded within 5 banking days upon the invoice issued by the Contractor.

For avoidance of doubts, nothing stated herein shall affect the obligation of the Customer to pay for
works that have been accepted by him.

5. COST OF WORKS AND CALCULATION CONDITIONS

5.1. The transfer by the Customer to the Contractor of payment for the work performed is carried out in
in euros to the Contractor's account specified in section 11 of this Agreement, unless otherwise
specified in the relevant Specification.

5.3. The total fee of the services under this Agreement consists of the sum of the fee for the Design
Project, Stage 1, and Stage 2. The Parties Agreed on the following schedule of the payments

Payment schedule Payment Conditions Payment percentage Invoicing date

Payment 1 once the layout and 50 % of the cost of the 17th October 2023
the consent of the Design Project
Design Project are
approved by the
Customer and agreed
by the Parties

Payment 2 Start of works by the 40 % of the cost of the 24th October 2023
Contractor on site Stage 1

Payment 3 Start of the Stage 2 50 % of the cost of the 13th of November

Stage 2 the and
remaining
50 % of the cost of the
Design Project

Payment 4 The following works 40 % of the Stage 1 10th of December of

shall be finished as it October 2023
described in
Specification – the
walls and MEP

Payment 5 The services delivered 20 % of the Stage 1 10th of January 2024

in accordance with
clause 3.4.

Payment 6 The Parties signed the 50 % of the Stage 2 22nd of January 2024
Act of deliveries, all
Disagreements is
resolved.

5.4. Payments referred into the clause 5.3. hereby above shall be paid withing 14 days since the day
of the Invoice issued by the Contractor, providing the Payment Conditions met. The amount of the
Invoice shall be calculated based on the Specification and a percentage of the relevant Stage due to
be paid, including VAT (19%). Payment is made in Euro.

6. LIABILITY OF THE PARTIES

6.1. For failure to fulfill their obligations, the Parties are responsible in accordance with the legislation
of the Republic of Cyprus.

6.3. In case of delay in payment, the Customer shall pay a penalty in the amount of 0.1% of the amount
not paid on time for each day of delay in payment.

6.4. The Contractor is not responsible for the authenticity of the documents provided by the Customer.

6.5. In case of violation of the deadlines for the performance of its obligations, the Contractor pays a
liquidated damages in the amount of 0.1% of the cost of work not completed on time for each day of
delay. The Parties hereto acknowledge that the amount of liquidate damages corresponds to the
damages that may be caused to the Customer due to the improper delivery of works by the Contractor
taking into account the nature and purpose of the services and the standard practices on the market. For
avoidance of doubts, in the event Contractor violate of the deadlines for the performance of its, the
Customer is entitled to terminate unilaterally, extrajudicially the contract as per clause 7.3. herein, the
penalty referred herein shall be paid within 5 banking days since the day of termination.

6.6. In case of violation of the deadlines for the fulfillment of its obligations due to the fault of the
Customer or third parties, the Contractor has the right to extend the deadline for the work, which is to
notify the Customer in writing.

7. TERMINATION OF THE AGREEMENT

7.1. The Contractor has the right to terminate this Agreement unilaterally, notifying the Customer in
writing 30 (thirty) calendar days before the expected date of termination and providing the Customer
fails to fulfil the obligations referred herein within 30 days notification term, in the following cases:

- if the Customer does not comply with the obligations assumed under this Agreement to pay for work
which was duly accepted after 15 (fifteen) business days from the date of fulfillment of the obligation
provided for in the Agreement;

- if the Customer provides false information or fails to provide documents that are essential for the
fulfillment of obligations under this Agreement;

7.2. The contract may be terminated by written agreement of the Parties.

7.3. The Customer has the right to terminate this Agreement unilaterally out of court, immediately
notifying the Contractor in writing if the Contractor fails to fulfill its obligations, including in case of
failure to fulfill the conditions of clause 3.3, while the prepayment amount is returned to the Customer
by transferring funds to the settlement Customer's account within 5 (five) days after receiving a
notification from the Customer.

For avoidance of doubts, nothing stated herein shall affect the obligation of the Customer to pay for
works that have been accepted by him. The contractor also retains the right to carry out the acceptance
procedure for completed work before the start of the TERMINATION OF THE AGREEMENT.

7.4. If during the execution of this Agreement there is a need for additional work and for this reason the
cost of work specified in the Contract is significantly exceeded, the Parties will additionally agree in
writing on the scope of work and the cost of work according to the relevant Specification.

8. CONFIDENTIAL INFORMATION

8.1. The Parties agree to treat the following data as confidential information (as trade secret to the
extent permitted by the applicable laws): any non-public, proprietary or confidential information,
communications or data of a Party (or its Affiliates or representatives) transferred by one of the Parties
(hereinafter referred to as the “Disclosing Party”) to the other Party (hereinafter referred to as the
“Receiving Party”) in oral, visual, or electronic form irrespective of the express indication of its
confidential status. The Receiving Party shall use the confidential information of the Disclosing Party
only for the purpose of fulfillment of its obligations hereunder.
8.2. Confidential information includes, but is not limited to the text hereof, including this Contract,
addendums, certificates and other documents which may be enclosed hereto, the content of business
correspondence and negotiations between the Parties, any specific figures related to the activity of any
of the Parties. Confidential Information will include all items covered by this definition, including
those disclosed or embodied in materials delivered in tangible form (including e-mail, and other means
of electronic delivery).
8.3. The Receiving Party shall not disclose the confidential information of the Disclosing Party, i.e. not
make the information available to any third parties, except in cases when (i) such persons own the
respective authorities granted by the law; or (ii) such disclosure is required in accordance with stock
exchange rules. These obligations shall be fulfilled by the Receiving Party within the effective term
hereof and within ten (10) years upon expiration of the effective term or early cancellation hereof.
8.4. Confidential Information does not include any information that:
(a) was known to the receiving Party prior to receiving the same from the disclosing Party in
connection with this Contract;
(b) is independently developed by the receiving Party without use of or reference to the
Confidential Information of the disclosing Party;
(c) is acquired by the receiving Party from another source without restriction as to use
or disclosure; or
(d) is or becomes part of the public domain through no fault or action of the receiving Party.
8.5. The Parties acknowledge and agree that (a) any breach of this Section 10 may cause injury to the
disclosing Party for which money damages would be an inadequate remedy, and (b) in addition to
remedies at law (which neither Party waives by the exercise of rights hereunder), the non-breaching
Party is entitled to equitable relief as a remedy for any such breach.
8.6. The Receiving Party shall bear full liability in respect of the preservation of confidentiality of the
confidential information to the Disclosing Party for actions of all its staff members and non-staff
employees, former and future employees who have or have had actual access to confidential
information of the Disclosing Party.

9. ANTI-CORRUPTION CLAUSE
9.1. The Parties hereby acknowledge and confirm that they have adopted a policy of zero tolerance to
 bribery and corruption, envisaging a total ban of any corrupt practices and on any facilitation
payments, the purpose of which is to obtain an unlawful financial or other advantage,
simplification of formalities in connection with the business activity, impact on decisions in
relation to whatever issues.

9.2. The Parties agree that, at all times in connection with and throughout the course of the Contract
and thereafter, they will comply with and that they will take reasonable measures to ensure that
their affiliates, employees, subcontractors, agents or other third parties, subject to their control
or determining influence, will comply with all applicable laws, statutes, regulations, and codes
relating to anti-bribery and anti-corruption including to comply with legislation of the USA
and UK regarding bribery, corruption and sanctions.

9.3. The Parties undertake not to take any actions that may constitute a breach of the Anti-corruption
Laws and, among other thigs, guarantee that they, their affiliates, employees or subcontractors,
agents or other third parties, subject to their control or determining influence (who are engaged
in the performance of this Contract):

(i) shall not offer promise, give, authorize or accept of any undue pecuniary or other
advantage to, by or for any public official at the international, national or local level, a
political party, party official or candidate to political office, and a director, officer or
employee of a Party or for anyone else in order to obtain or retain a business or other
improper advantage, whether directly or indirectly;

(ii) shall not perform any actions qualified by the Anti-corruption Laws as giving /
receiving a bribe or commercial bribery of any of the persons listed in sub-clause 7 (c)
(i) above.

9.4. Each Party hereby undertakes itself, its directors, officers or employees have not make any
funds or economic resources available, directly or indirectly, to or for the benefit of any person
or entity that is currently targeted as a restricted party under any applicable trade or economic
sanctions, export control, embargo or similar laws, regulations, rules, measures, restrictions,
restricted or designated party lists, orders, or requirements, including without limit those of the
EU, the UK, the US and the UN (the “Sanctions Rules”) (including any funds or economic
resources paid by the Party on behalf of the other Party or received by the Party from the other
Party in accordance with this Contract), unless authorized by a relevant authority to the
satisfaction of the relevant Party.

9.5. The Customer shall not be obliged to perform any obligation under this Contract, and shall not
be liable for damages or costs of any kind (including but not limited to penalties) for any delay
or non-performance, if the Customer in its sole discretion determines that such performance
would be in violation of, inconsistent with, or could expose it to any negative consequences
under Sanctions Rules and/or Anti-Corruption Laws.

9.6. The customer may terminate this Contract immediately upon written notice to the Contractor
where the Customer determines in its sole discretion that the Contractor has breached this
Section, and Contractor shall indemnify the Customer from all damages, penalties, fines and/or
costs of any kind arising from, or relating to, any breach of this Section. This Section shall
survive any termination of the Contract.
10. ADDITIONAL TERMS

10.1. In all other respects, which is not regulated by this Agreement, the Parties are guided by the
current legislation of the Republic of Cyprus.

10.2. The parties will seek to resolve all possible disputes and disagreements that may arise under the
Agreement or in connection with it through negotiations.

10.3. Disputes that are not resolved through negotiations are referred to the District Court of Limassol.

10.4. The Agreement (including its amendments and additions) and the Appendix, as well as any
letters, applications, requirements, notifications and other messages may be executed in any number of
counterparts, including scanned (e.g. pdf) copies, each of which shall constitute an original, and all the
counterparts shall together constitute one and the same document.

10.5. All changes and additions to this Agreement are made out in the form of additional agreements on
amending (supplementing) the Agreement and may be executed in any number of counterparts,
including scanned (e.g. pdf) copies, each of which shall constitute an original, and all the counterparts
shall together constitute one and the same document.. Relevant additional agreements of the Parties are
an integral part of the Agreement.

11. DURATION OF THE AGREEMENT.

11.1. This Agreement shall enter into force from the moment of its signing and is valid until the full
fulfillment of their obligations by the Parties to this Agreement.

11.2. All Specifications to this contract are its integral part.

Contractor Customer

Company name
OHS Tengo Ltd XXX

Registration 13&15, Grigori Afxentiou street,

address Mesa Yeitonia, 4003, XXX
Limassol, Cyprus

Tel / +357 94049022 +XXX

Email
hello@tengogroup.com.cy

(Signature) (Signature)