This Supply of Service Agreement (“Agreement”) is made and entered into by and between:

Best Choice Resources Limited, (Hereafter referred to as “Provider”)
AND
The Client, (Hereafter referred to as “Client”)

1. Scope of Services

The Provider agrees to supply the Client with the services as outlined in the separate Service Level Agreement (“SLA”), which will detail the specific services to be provided, performance metrics, timelines, and responsibilities of both parties. The SLA shall be attached to and made part of this Agreement upon mutual execution.

2. Term

This Agreement shall commence on the Effective Date and continue in effect until terminated in accordance with the provisions of this Agreement or the SLA.

3. Compensation

The Client agrees to pay the Provider for the services rendered as specified in the SLA. Payment terms, including rates and schedules, shall be detailed in the SLA. Payments shall be made in accordance with the mutually agreed timeframes specified in the SLA.

4. Confidentiality

Both parties acknowledge that during the course of this Agreement, they may have access to proprietary and confidential information (“Confidential Information”). Each party agrees to treat all Confidential Information as strictly confidential, not to disclose it to third parties without the written consent of the other party, and to use it only for the purpose of fulfilling their obligations under this Agreement.

5. Intellectual Property Rights

Any intellectual property developed or created by the Provider in the course of delivering the services outlined in the SLA shall remain the property of the Provider. The Client shall not acquire any rights or interests in the Provider’s intellectual property unless explicitly stated in the SLA.

6. Indemnification

The Provider and the Client shall indemnify and hold harmless each other from any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or in connection with any breach of this Agreement or the SLA, or any negligent or wrongful act or omission of the indemnifying party.

7. Limitation of Liability

To the fullest extent permitted by law, neither party shall be liable to the other for any indirect, incidental, special, or consequential damages (including lost profits or loss of business) arising out of or in connection with this Agreement or the SLA.

8. Termination

Either party may terminate this Agreement or the SLA upon the receipt of written notice if the other party breaches any material term of this Agreement or the SLA and fails to remedy such breach within the specified notice period. The Provider may terminate this Agreement immediately if the Client fails to pay any amounts due under the SLA.

9. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of Hong Kong. Any disputes arising out of or in relation to this Agreement shall be subject to the exclusive jurisdiction of the courts located in Hong Kong.

10. Miscellaneous

This Agreement constitutes the entire agreement between the parties and supersedes all prior negotiations, understandings, and agreements, whether written or oral, between the parties. Any amendments to this Agreement must be in writing and signed by both parties.

If any provision of this Agreement is found to be invalid or unenforceable, the remainder of this Agreement shall continue in full force and effect.