SERVICE PROVISION AGREEMENT

date: 21 / 11 / 2024
No*: 18403

This Service Provision Agreement (hereinafter referred to as the

Agreement) has been made by and between the parties:

Medi Power (Overseas) Public Co Limited, with its registered office at

Nicosia with the registration number HE 123830, represented by director
ΠΕΤΡΟΣ ΑΔΑΜΙΔΗΣ, hereinafter referred to as the Company.

Ibrahim Sunbul, with his residence at ___________________,

passport number LGN3P1TP5, hereinafter referred to as the Customer.

The Customer and the Company may be referred to individually as a

“Party” or collectively as the “Parties”.

1. DEFINITIONS

In this Agreement and (or) amendments thereof, as well as in other

documents associated with the Agreement, the definitions shall have the
meanings defined below, unless it has been expressly indicated
otherwise:

“Software” – product`s software and other software produced and

owned by Company that is created and announced in Company’s
website and other products that will be created by the Company in the
future.

“Customer” – a company that uses or distributes Software on

commerce transactions between businesses.
“Confidential Information” – any of the proprietary information,
technical data, trade secrets, product plans, products, Customer’s name,
software, developments, inventions, processes, formulas, technology,
designs, marketing, finances, or other business information disclosed to
the Parties under the “Confidential” mark.

“Hardware” – equipment, which can be used providing or consuming

services.

“Intellectual Property” – all intellectual property rights including, but not

limited to, patents, designs, trademarks, marks, trade names, copyrights,
know-how and inventions, whether registered, unregistered or pending,
relating to the marks, the software and/or any other intellectual property
belonging to the Parties.

“Marks” – the logo and the words pertaining to the business of or the
services offered by the Company.

2. INTERPRETATION OF THE AGREEMENT

2.1. Any reference to a person shall mean reference to any natural or

legal person or other entity; words in singular shall also have the
meaning of plural and vice versa.

2.2. This Agreement shall be a document negotiated and jointly drafted

by all the Parties; for the purpose of construing this Agreement neither of
the Parties shall receive benefits or suffer losses because of any Party’s
responsibility for concluding this Agreement or any part thereof.

2.3. This Agreement shall include the annexes to the Agreement (or any
other supplements thereto). Any reference in this Agreement to an
article, paragraph, item, sub item or annex (or any other supplement
thereto) shall be a reference to the article, paragraph, item, sub item or
annex of this Agreement (or any other supplement thereto).
2.4. Unless specified otherwise in this Agreement, the time limit
indicated in days shall be considered indicated in calendar days.

2.5. Titles of items and other provisions shall be used only for
convenience and shall not affect the interpretation of this Agreement.

2.6. In case there is no VAT excluded, considered, that amount is

pointed without VAT.

3. SERVICES

3.1. The Company authorizes the Customer to sell and distribute

Software to the Clients on behalf of the Company’s or on its own name.
Customer has a right to declare supply of Software to Customers on his
own name.

3.2. The Customer and its affiliates undertake to implement, distribute

and use the Software by any other means according to the Standards
provided by the Company.

4. GENERAL TERMS AND CONDITIONS

.1. No party shall assign or transfer, or purport to assign or transfer, any

of its rights and/or obligations under this Agreement without the prior
written consent of the other Party, provided however that the Customer
shall be permitted to enter contracts with respect to the Services without
having to receive any approval and/or consent from Company.

5. TERRITORY
5.1. The Company has a right to prohibit the Customer to sell or
distribute Services in certain territories notifying the customer one month
before these restrictions are applied.

5.2. The Company prohibits to sell or distribute Software, or operate by

other means using Software and related services provided by the
Company in jurisdictions of (list restricted jurisdictions) and its territories.
The Customer undertakes not to sell or distribute Software and related
services, or operate by other means using Software and related services
within the above-mentioned jurisdictions. The list of restricted
jurisdictions is not exhaustive and may be supplemented.

6. RIGHTS GRANTED BY COMPANY

6.1. The parties hereby grant to each other a revocable, non-exclusive

and non-transferable right to incorporate the Marks into the website and
in marketing material.

7. DEVELOPMENT AND MAINTENANCE

7.1. Development

Company shall be responsible for a reasonable amount of development

and updates of the Software and of the Services and that any such
development and updates shall be undertaken by them at their sole and
absolute discretion. The Customer acknowledges that development may
not be scheduled according to specific requests of The Customer’s
Clients.
7.2. Maintenance

Company shall be responsible for any and all maintenance of the

Company services provided by him and shall undertake reasonable
maintenance which will be determined at its sole and absolute discretion.
The Customer acknowledges that maintenance may not be scheduled
according to specific requests of The Customer’s Clients.

8. DISRUPTED SERVICE

8.1. The Parties acknowledge that from time to time, as a result of

hardware failure or supplier failures, the Services can be temporarily
disrupted. Company shall use reasonable endeavors to ensure that each
of the respective service shall take all the required actions and measures
in order to reduce such disruption to the minimum.

8.2. The Customer acknowledges and accepts that Company will not be
liable to Customer for any direct, special, indirect, consequential,
punitive or exemplary damages or damages for loss of profits or lost
earnings, in connection with these temporary disruptions.

8.3. The Company will not be liable to Customer or shall not be held
liable for any damages of any kind that may result from changes in
Government legislation or policy.

9. ADVERTISING
9.1. The Customer shall bear all costs and expenses incurred in
connection with any action it shall take in relation to the advertising,
marketing and promotion of the Company services.

9.2. Advertising shall comply with any applicable advertising rules and
regulations and shall not be directed towards minors or include material
that are in material breach of intellectual property rights.

9.3. A breach of any of the above guidelines by the Customer shall be

deemed to constitute a material breach of the provisions of this
Agreement. Company shall give Customer a prior written notice of 30
days to remedy the situation. If Customer does not remedy the situation
for any reason whatsoever within the said 30-day period, Company shall
be entitled to terminate this Agreement with immediate effect thereafter.

10. FINANCIAL PROVISIONS

10.1. Fees and Commissions

.1.1. Customer fee for the software is set as the following calculation
from the monthly revenue of the Customer generated by the Software
and related services of the Company:

(state the financial conditions)

10.1.2. Customer will not be charged with a fee to set up the Software.

10.2. Currency
10.2.1. All sums due under this Agreement shall be made in Euro or
other currency, which is to be decided by negotiations between the
parties.

10.3. Invoicing

10.3.1. The settlement period shall be the calendar month if not

assigned otherwise.

10.3.2. Payment is due within 10 (ten) days following a settlement

period.

10.3.3. The invoice shall be sent to the email address: state mail
address

10.3.4. If the Party defaults on timely payment to other Party, the fault
Party shall have to pay the penalty of 0.05% (zero point five hundredths
percent) from the outstanding amount per each delayed day.

10.4. Taxes

All sums under this Agreement are exclusive of Value Added Tax and, or
other sales taxes that may be applicable and shall be made in full
without deduction of taxes, charges and other duties that may be
imposed.

10.5. Set-Off

The amounts payable hereunder shall not be subject to any defenses

(legal or equitable) related to the set-off or counterclaim thereof.

11. CONFIDENTIALITY
11.1. The Parties agree, during the validity of this Agreement and
thereafter, to hold in the strictest confidence, and not to use, except for
the benefit of the other Party, or to disclose to any third person without
the prior written authorization, any Confidential information.

11.2. The Party may use the Confidential information to the extent
necessary for negotiations, discussions, and consultations with the other
Party’s personnel or authorized representatives or for any other purpose
may hereafter authorize in writing.

11.3. Upon disclosure of the information to their lawyers, auditors or

consultants, or to related persons of the Party, the Parties must
guarantee that such persons observe the confidentiality obligation to the
same extent as the Party disclosing the information.

12. VALIDITY

12.1. This Agreement shall enter into force when duly signed by the
Parties.

12.2. This Agreement shall remain in force for a period of 3 (three)

years, provided that the Company shall confirm the termination of the
Agreement in written notice to the Customer not later than 1 month
before the expiry of the 3 years term. If the Company shall not confirm
the termination of the Agreement, the term of the Agreement shall be
automatically prolonged for 1 year. This procedure shall apply to ending
of each following 1 year term.

13. TERMINATION
13.1. This agreement may be terminated by the mutual consent of the
parties.

13.2. A Party may terminate this Agreement immediately according to

the out-of-court procedure, if:

(i) the other Party is in material breach and, in case of a breach which is
capable of being cured, the Party in breach does not, within thirty (30)
days following written notice of the breach, cease to be in breach;

(ii) the other Party is declared bankrupt, enters into composition or

reconstruction proceedings or liquidation or otherwise can be assumed
to become insolvent or else an event occurs that gives well founded
reason to assume that the other Party is not, or within short time will no
longer be, capable of fulfilling its obligations under this Agreement;

(iii) a Party is required to seize the business relationship with the other
Party and/or cease the performance of any obligation under this
Agreement due to an order or advice of a governmental agency or
regulatory body, with reference to relevant law, to which a Party is
subject.

13.3. Where the Party defaults on its payments for more than 10 (ten)
days, the other Party shall become entitled to terminate this Agreement
according to the out-of-court procedure through the fault of the defaulting
Party having notified the latter to the effect 3 (three) days in advance.

13.4. Company shall have the right to terminate this Agreement

according to the out-of-court procedure with immediate effect if any
competitor directly or indirectly acquires control over Customer. For the
purpose hereof, "control" shall mean the direct or indirect ownership of
more than fifty percent (50%) of the share capital or otherwise a
controlling interest and “competitor” shall mean any entity or person who
has produced and/or is marketing a product or service which is in direct
competition with or functionally equivalent to, the Services. Customer
has the right to sell if there is an interested party. A typical competitor is
a business to business provider within the industry. If Company chooses
not to terminate then the Agreement is still in force and the Customer
shall continue to owe all fees through the duration of the contract.

13.5. In the event of expiry or termination of this Agreement for any

reason, neither Party shall be released from the obligation to make
payment of any amounts accrued up to the date of expiry or termination.

13.6. At the date of expiry or termination of this Agreement for any

reason:

(1) the Customer shall immediately remove access to the Services

through the website and shall immediately desist from conducting any
marketing and/or promotional campaigns in relation to the Services;

(2) all rights granted by this Agreement, including but not limited to
Intellectual Property Rights, shall automatically revert to the Party who
owns them;

(3) the Parties shall promptly return any materials protected by

Intellectual Property Rights and/or which are considered Confidential
Information, provided by the other Party under or in connection with this
Agreement to the other Party, or destroy materials protected by
Intellectual Property Rights and/or Confidential Information if so
requested in writing by the other Party.

14. LIABILITY

14.1. If the Party defaults on its other obligations, the other Party shall
become entitled to suspend the fulfilment of its obligations until the
defaulting Party rectifies the irregularities. Where the Party defaults on
its obligations for more than 30 (thirty) calendar days, the other Party
shall become entitled to terminate this Agreement according to the
out-of-court procedure through the fault of the defaulting Party having
notified the latter to the effect 7 (seven) days in advance.

14.2. If the Customer breaks the Agreement, the Company additionally

shall be entitled to withdraw or restrict the Customer’s rights to Services
in all or certain territories notified the latter to the effect 7 (seven) days in
advance.

14.3. Liability of the Parties shall be limited – the Parties shall not
indemnify lost income to each other. Liability shall not be limited in cases
of premeditated damage (losses).

14.4. Company shall not be responsible or held liable for any

disturbances the Software may cause to any other software when used
together or otherwise.

14.5. Company shall not be responsible or held liable for the business
activity of the Customer and any non-compliance of the activity of the
Customer with legislative or any other requirements. Company shall not
be responsible or held liable for any claims or charges against the
Customer.

15. REPRESENTATIONS AND WARRANTIES

15.1. The Customer represents and warrants that:

15.1.1 it has the sole and exclusive rights to its marks (if any);

15.1.2 the website (if any) shall not contain, either directly or indirectly,
by links or otherwise, any libelous, defamatory, obscene, slanderous or
offensive content.

15.2. The Company represents and warrants that:

15.2.1 before any material is used as part of the Services all rights,
licenses and consents relating to intellectual property rights have been
obtained;

15.2.2 any material provided to Customer shall not contain, either

directly or indirectly, by links or otherwise, any libelous, defamatory,
obscene, slanderous or offensive content.

16. NOTIFICATIONS

16.1. Any notification or other information related with this Agreement

shall be provided in written English language and shall be:

(i) delivered personally, or

(ii) sent by registered mail, or

(iii) sent by e-mail, however in this case the addressee shall be required
to issue the confirmation of receipt the notification of the same format.

16.2. The notification or information to the Parties shall be sent to the

address specified in the Agreement or to any other address indicated by
such Party in a written notification to the other Party.

16.3. If there is no proof of receipt of the notification, the notification or

other information shall be considered received: (i) on the same day, if
delivered to the address specified in this Agreement; (ii) within 3 (three)
days of sending, if sent by registered mail.

16.4. Each Party must no later than within 5 (five) days notify the other
Party about change of its address or other requisites indicated in the
Agreement. If the Party defaults on this obligation, any notification
delivered according to the last requisite indicated by such Party shall be
considered as delivered in due manner.
16.5. To facilitate communication and coordination between the parties,
each of them will designate in writing at least one contact person, to
whom all instructions and official correspondence relating to the
performance of the Agreement shall be addressed:

If to the Company:

ΠΕΤΡΟΣ ΑΔΑΜΙΔΗΣ / +357 97 649159

If to the Customer:

Ibrahim Sunbul / +49 176 228 25091

17. GOVERNING LAW, JURISDICTION

17.1. This Agreement shall be governed and construed according to the

law of Cyprus.

17.2. The Parties shall attempt to settle by way of peaceful negotiations

all disputes arising from or in relation to this Agreement. If the Parties fail
to settle a dispute by way of peaceful negotiations within 15 (fifteen)
days of the day on which the Party lodges the claim to the other Party,
the dispute shall be finally adjudicated in court of Cyprus.

18. FORCE MAJEURE

A Party shall not be liable for failure to perform or delay in performing

any obligation under this Agreement, if the failure or delay is caused by
any circumstances beyond its reasonable control, including, without
limitation, war, civil commotion, interruption in public communications
networks or services, industrial dispute or DDOS-attacks and similar
Internet attacks having an adverse effect ("Force Majeure"). If such
delay or failure continues for at least thirty (30) days, a Party not subject
to the force majeure shall be entitled to terminate this Agreement by
notice in writing.

19. FINAL PROVISIONS

This Agreement is signed in 2 (two) copies in English language,

delivering one copy to each of the Parties.

SIGNATURES OF THE PARTIES

For and on behalf of the Company For and on behalf of the Customer

_________________________ _________________________