MASTER SERVICES AGREEMENT

Chef Robotics, Inc.

MASTER SERVICES AGREEMENT

Last Updated: April 2026

This Master Services Agreement (this "Agreement") is entered into between Chef Robotics, Inc. ("Chef") and the entity that executes an Order Form incorporating this Agreement ("Customer") (each a "Party" and collectively the "Parties"). This Agreement is effective as of the date Customer executes such Order Form (the "Effective Date").

RECITALS

Chef develops autonomous robotic solutions for use in food industry production;

Customer owns and/or operates one or more facilities where it intends to deploy Chef's robotic systems, as further described in the applicable Order Form ("Site"), in which it plans to deploy Chef's robotics solution for the use case(s) described in the Order Form ("Use Case");

The Parties, each intending to be legally bound hereby, agree as follows:

AGREEMENT

DEFINITIONS. As used in this Agreement:

"Acceptance Criteria" means the criteria to which a Chef Robotics System ("CR System" or "System") must conform in all material respects as described in the applicable Order Form ("OF").

"Acceptance Testing" means the testing process to determine whether or not the System meets the Acceptance Criteria, as further described in the applicable OF.

"Authorized User" means each of Customer's employees, agents, and independent contractors who are authorized to access Systems under this Agreement.

"Chef Robotics System" means the Software (including SaaS services), Robots and Documentation, as further described on an Order Form. For clarity, a single System includes one (1) robot.

"Confidential Information" ("CI") has the meaning set out in Section 8.1.

"Data" means all raw data generated or collected through or in connection with Customer's use of the System, the maintenance services and the support services including, but not limited to, usage and performance statistics, maintenance schedules, images, and any aggregated data prepared or compiled by Chef with respect to the System, the maintenance services or the support services. The "Data" does not include Customer's recipes.

"Documentation" means explanatory and informational materials, including maintenance guides, concerning the System and the Use Case, in printed or electronic format, which Chef has developed and provided to Customer.

"Intellectual Property Rights" ("IPR") means all copyrights, trade secrets, patent rights, trademarks, service marks, moral rights, authors' rights, contract and licensing rights, and other intellectual property rights, as may exist now or may hereafter come into existence, and all renewals and extensions thereof, regardless of whether any of such rights arise under the laws of the United States or another jurisdiction.

"Order Form" ("OF") means the initial order form specified on Exhibit A, and any subsequent order form issued by Customer under this Agreement in a format similar to Exhibit A.

"Professional Services Fees" means the fees that are payable by Customer in connection with professional services provided under an Order Form.

"RaaS Fees" means the fees that are payable by Customer in connection with the provision of the System and associated support as described on an Order Form.

"Robot" means the robotic hardware described in the Documentation and on an Order Form, including associated spare parts.

"Software" means the software that is described in the Documentation, including any developments, integration or customizations made by Chef to such software.

CHEF ROBOTICS SYSTEM.

Grant of Rights. Subject to the terms and conditions of this Agreement, and with effect from the Launch Date, Chef hereby grants to Customer a limited, non-exclusive, non-transferable (except as permitted in Section 12.5), non-sublicensable (except as to Authorized Users in accordance with this Agreement) license to access and use the System purchased under an OF solely for the Use Case at the Site(s). Customer may permit Authorized Users that have received training with respect to the operation of the System to access and use the features and functions of the System as contemplated by this Agreement, provided that Customer shall remain responsible and fully liable for all acts or omissions by such Authorized Users.

Restrictions. Customer shall not, and shall ensure that its Authorized Users shall not: (a) allow any third party to access the CR System, except as expressly allowed herein; (b) modify, adapt, alter, translate, or create derivative works from the CR System; (c) sublicense, lease, rent, loan, or otherwise transfer the CR System to any third party; (d) decompile, disassemble, reverse engineer, reverse compile, modify, translate, or attempt to obtain the source code from which any component is compiled or interpreted, and Customer acknowledges that nothing in this Agreement will be construed to grant Customer any right to obtain or use any source code of the Software for any purpose whatsoever; (e) access or use the System to build a similar or competitive product or service; (f) sell, assign, loan, lease, mortgage, borrow against, pledge or otherwise create a legal or equitable interest in or lien on the System, or otherwise permit the System to be subject to any legal process; or (g) otherwise use or copy the System in any manner beyond the Use Case at the Site, or in a manner inconsistent with applicable law, the Documentation, or this Agreement.

Open Source Licensed Software. The Software may contain certain items of third-party software that are subject to an open source license. Such open source software is not subject to the terms and conditions of Sections 2.1 and 2.2. Instead, each item of open source software that is subject to an open source license is licensed under the terms of that open source license. Nothing in this Agreement grants Customer rights that supersede the terms and conditions of any open source license. Notwithstanding the foregoing, Chef represents and warrants that it will not enable, use, or permit any of Customer's software, Systems, or Data to become subject to any open source license that: (i) requires disclosure, distribution or licensing of Customer's software, systems, or Data; (ii) requires derivative works to be licensed under the same open source license as the original work or otherwise requires its licensing thereof for the purpose of making derivative works; (iii) imposes any restriction on the consideration to be charged for the distribution thereof; or (iv) creates, or purports to create, obligations other than as set forth in this Agreement for Customer with respect to IPR owned by Customer (such license, a "Non-Permissive License").

Systems.

Throughout the Term, Customer shall maintain the Systems in good working condition (excluding normal wear and tear) in accordance with the Documentation and use reasonable efforts to keep them secure from unauthorized access or theft. Customer shall have full liability for loss or damage to, or theft of, the Systems that is caused by a breach of the foregoing conditions and, in the event of loss, damage, destruction or theft of the Systems in connection with a breach of the foregoing, Chef shall have the right to invoice Customer for the full sale price of the applicable Systems and any associated labor to order/assemble/test/ship the applicable Systems, provided however that Customer's maximum liability in such an event shall be $100,000 per System.

For the term of each OF, the Systems shall be leased to Customer. Ownership of and title to the Systems shall at all times be vested in Chef, notwithstanding Customer's possession of such Systems. Customer shall not create or permit any mortgage, security interest, lien, or other encumbrance on the Systems and will promptly, at its own expense, take such action as may be necessary to discharge any such mortgage, security interest, lien, encumbrance or claim against the System, title thereto, or any interest therein, if it arises.

Should Customer wish to use the Systems for use cases other than as set forth on an OF, or that may require additional development or customization by Chef, the Parties shall enter into an additional OF with respect to such additional use case (and following completion of such OF, such use case shall be deemed a "Use Case" under this Agreement).

Delivery. For all subsequent orders, Customer will be responsible for transportation between Chef's San Francisco office and the Site as set forth in the applicable OF. The Fees are exclusive of all packaging, storage, shipping, customs, duties, taxes, freight, insurance, and other charges associated with shipments and delivery of the System to the Site, and Customer shall be responsible for all such charges related transporting the System. Chef reserves the right to determine in its reasonable discretion the method of shipment. Customer acknowledges that delivery of the applicable System may vary depending on the requested Site, and as a result of external factors outside of Chef's control, delivery of the system may occur up to 14 days after.

PROFESSIONAL SERVICES AND TRAINING.

Initial Trial Fee & Configuration and Hardware Installation Fees. On or about the Effective Date, the Parties shall enter into an OF whereby Chef will develop the System for the Use Case ("Initial OF") and Customer will commit to pay the Trial Fee in the amount specified in the Initial OF. Upon Commissioning under the Initial OF, the Trial Fee will be credited toward the Systems' Configuration & Hardware Installation Fees which will be due at this time, and the System shall be deemed ready for production ("Launch Date").

Professional Services. In addition to the Initial OF, from time to time during the Term of this Agreement, the Parties shall have the right to enter into additional OFs to set forth the terms of any related or additional services to perform development and customization of the System, including for any additional use cases or Sites. Any OF shall be agreed to in writing by each Party. The terms and conditions of this Agreement shall apply to any signed OF.

Change Orders. A Party desiring to make a change (the "Requestor") to a OF must submit a written change request ("Change Request") to the other Party (the "Requestee"). The Requestee will use commercially reasonable efforts to promptly notify the Requestor of its acceptance or rejection of the Change Request. If the Change Request is accepted, Chef in its sole discretion will determine whether implementing the suggested change would result in a delay or increase in costs and will advise Customer on the effect of the Change Request. If Customer accepts the effects on schedule and costs, the applicable OF will be modified to reflect the terms of the Change Request. If either Party rejects a Change Request submitted by the other Party, this Agreement will remain in effect with no change to the applicable OF. Only Chef may modify the System (where regular maintenance activities do not constitute modification). Customer shall not modify the System.

Acceptance Testing. Upon delivery of any System(s) under an OF, Customer shall have up to seven (7) days following the System's arrival to reject the System by providing written notice to Chef via email, specifying the particular Acceptance Criteria or OF terms that were not satisfied. If Customer does not provide written rejection within these seven (7) days or if Customer provides written acceptance, whichever is sooner, the applicable System(s) shall be deemed Commissioned, at which point recurring RaaS Fees shall become due. In the event of a rejection, Chef shall have sixty (60) days from the date of receipt of written rejection to cure by modifying, repairing, adjusting, or replacing the non-conforming System to meet the Acceptance Criteria, with an option to extend this period by an additional thirty (30) days if reasonably necessary. Once Chef has provided a modified and conforming System, the Parties shall perform a second Acceptance Testing period. If Chef fails to meet Acceptance Criteria during this second testing period, Customer may allow Chef an additional remedy period or Customer may elect to terminate the applicable System(s) provided that such failure is not due to Customer's failure to meet its obligations under this Order Form or Agreement.

TRAINING; SUPPORT AND MAINTENANCE.

Training. Upon Customer's request (but no more than once per new System deployment) Chef shall: (a) train Customer's automation and production team(s) on how to use the CR System; and (b) train Customer's automation and production team(s) on how to configure the System and provide limited routine preventative maintenance of the System, in accordance with the Documentation ("General Training"). Following the Launch Date, Chef will be present at the Site for the first three (3) business days after the Launch Date to ensure that the CR System performs to the Documentation ("Site Training"). Other than the General Training and Site Training, Customer has sole responsibility for training its automation and production team(s) and if Customer requires any further training, Chef may, but is not obligated, to provide such further training to Customer on request at Chef's rates set forth on Exhibit B. If deployed Systems are upgraded or substantially modified, Chef will provide an "Additional Training" period constituting the same commitments as an Initial Training set forth above, for no additional fee.

Support. During the Term, Chef shall provide Customer with reasonable support in the event that the System does not materially comply with the Specifications set forth in the applicable OF, according to the terms set forth on the applicable OF, at no additional cost. Before requesting support from Chef, Customer shall determine whether or not the failure arises from a superficial defect that may be reasonably corrected by Customer at first instance, and if so, Customer shall perform such repairs or minor adjustments in accordance with the Documentation. Chef will not be required to provide support for any failure of the System, to the extent caused by: (a) failures in any telecommunications services or networks not provided by Chef; (b) Customer's or its third party agent's negligent acts or negligent omissions; (c) any vandalism, unauthorized downloads, abuse or neglect to the System while in the possession of Customer; (d) any use of the System that is not the Use Case, at the Site or in accordance with the Documentation; or (e) unauthorized access to the System via Customer or its Authorized Users. If Customer requests support as a result of any of the factors in (a) – (e) above, Chef may elect to provide support to Customer at rates set forth on Exhibit B.

Changes. For any additional parts that Customer requires beyond the System requirements set out on the applicable OF and this Agreement, the parties shall enter into a change order, OF or other written instrument that specifically references this Agreement, which shall include any applicable costs. If Customer requires changes to the System or Use Case (including but not limited to, new conveyor heights, changes to width of the System, trays used, changes to portion size, changes to placement in a bowl, additional ingredients, methods of cooking ingredients, methods of prepping ingredients), there may be additional non-recurring engineering costs associated. Such costs will be agreed upon by the Parties in a OF. The System does not include future features, functionality or other products not-yet-built and any such future features, functionality or other products may have additional costs not contemplated in this Agreement.

Performance Warranties. Chef Robotics represents and warrants that the System shall conform to, perform, and operate in accordance with the Specifications. Chef Robotics shall correct, in a timely manner and at no charge, any System not conforming to the foregoing warranty. For any System nonconformity not remedied within sixty (60) days ("Remedy Period") after Customer first submits the warranty claim, without limiting any other rights or remedies under the circumstances, Customer may, in its sole discretion: (a) extend the timeframe for correction, subject to its rights and remedies under this paragraph; or (b) Customer shall not pay for the applicable System during the Remedy Period (including pro-rata adjustment for partial months). To the extent payment was made in advance (i.e. annual) by Customer, Customer shall receive corresponding credits from Chef Robotics to be applied against next payment.

Safety. Customer acknowledges that misuse or mishandling of the System may result in physical harm and property damage. Customer accepts and assumes all responsibility for its handling, use, storage, maintenance, testing and evaluation of the System, including the adherence to all safety trainings and Documentation provided by Chef from time to time as described in Section 4.1 above, applicable laws and regulations, and industry standards and practice.

FEES; PAYMENT.

RaaS Fees. In consideration for access to the System and associated support, Customer agrees to pay Chef the RaaS Fees described on each OF per the payment schedule therein. Upon the Commissioning date of each System, and at the commencement of each year thereafter during the term of each OF, Chef shall deliver to Customer an invoice in the amount of the RaaS Fees. Customer agrees to pay the RaaS Fees set out in such invoice within thirty (30) days after receipt of such invoice. All payments made by Customer under this Agreement must be made in U.S. dollars. Chef shall have the right to increase the RaaS Fees with respect to: (a) unexpected increases in the cost of Chef's hardware, software or operations; and (b) any Renewal Term by giving notice ninety (90) days prior to the autorenewal deadline for such Renewal Term.

Minimum Purchase Commitments.

Upon confirmed delivery of the Systems covered by OF 1, Customer and Chef will follow the acceptance process contemplated by Section 3.4

Upon confirmed delivery of the Systems covered by OF 1, Customer may choose to acquire Additional Systems under the same terms (including RaaS Fee, NRE, Acceptance Testing) and Commissioning process as OF1. Customer can inform Chef via email that Customer would like Chef to install these Additional Systems and Chef will Deliver them and Commission them as per Section 3.4. If there are material changes to the Specifications, Acceptance Criteria and requirements, there may be an additional non-recurring engineering fees.

Professional Services Fees. Professional Services Fees ("Professional Services Fees") shall apply only in cases where Customer and Chef mutually agree to additional modifications or R&D efforts beyond the standard scope of the Agreement. Unless set forth to the contrary in a OF, Customer shall pay all invoiced amounts within thirty (30) days after the date of invoice from Chef. All payments must be made in U.S. dollars. By executing this Agreement, Customer is agreeing to pay the Configuration & Hardware Installation Fee for the Commissioning of Systems defined in the OF.

Late Payment. Any portion of the Fees that is not paid when due will accrue interest at eighteen percent (18%) per annum or the maximum rate permitted by applicable law, whichever is less, from the due date until paid.

Taxes. The Fees exclude all applicable sales, use, and other taxes and all applicable export and import fees, customs duties and similar charges, and Customer will be responsible for payment of all such taxes (other than taxes based on Chef's income), fees, duties, and charges, and any related penalties and interest, arising from the payment of the Fees. Customer will make all payments of the Fees to Chef free and clear of, and without reduction for, any withholding taxes; any such taxes imposed on payments of the Fees to Chef will be Customer's sole responsibility, and Customer will provide Chef with official receipts issued by the appropriate taxing authority, or such other evidence as Chef may reasonably request, to establish that such taxes have been paid.

Additional Fees. During the Term of an OF, in the event of an increase in the cost of computation, hardware or other third party costs for the Service, then Chef may increase the RaaS Fees under such OF upon written notice to Customer. In addition, any changes to the Use Case set forth on Exhibit A may result in increased Fees, including but not limited to additional robotics parts, software customizations and professional services. Customer agrees to pay any additional fees agreed upon in a OF in accordance with the process set forth in this Section.

TERM AND TERMINATION.

Term. This Agreement will take effect on the Effective Date and will remain in effect until terminated in accordance with these terms ("Term").

Order Form Term. Each Order Form (OF) shall have the initial term specified therein ("Initial Term"). Upon conclusion of the Initial Term, each OF shall automatically renew for the additional renewal term specified on such Order Form, or if no renewal term is specified, for consecutive three year terms (each a "Renewal Term") at Chef's then-current fees or higher, unless either Party provides written notice to the other Party of its intention not to renew at least sixty (60) days prior to the expiration of the then-current term.

Termination. Either Party may terminate this Agreement:

if there are no active Order Forms then-currently in effect under this Agreement;

if the other Party commences an action relating to bankruptcy or insolvency seeking an order for relief with respect to it or makes a general assignment for the benefit of its creditors; or

for a material breach of this Agreement by the other Party, so long as the terminating Party gives the breaching Party thirty (30) days written notice specifying the events or circumstances giving rise to the notice. The termination shall become effective after the lapse of such thirty (30) day period, unless within such thirty (30) day period the events or circumstances specified in the notice have been remedied or a plan for remedying them has been proposed by the breaching Party and accepted by the terminating Party.

for no reason with 90 days' written notice. If the Agreement is terminated under this Section 6.3(d) for convenience, Customer shall promptly (and in no event later than 30 days after the date of termination) return all Systems to Chef at Customer's expense, and pay no later than 30 days after the termination date all fees remaining under the term of the Agreement and any applicable OFs for any Systems that have passed Acceptance Criteria as of the date of termination.

Effect of Termination or Expiry. Upon termination or expiry of this Agreement: (a) all licenses and rights granted herein that are not expressed to be perpetual shall cease; (b) Customer shall return all Robots to Chef at Customer's expense; (c) each Party shall, at the other Party's option, either destroy or return to the other Party its Confidential Information, including any copies thereof in its possession; (d) any Fees outstanding, whether or not such Fees have become due at the date of termination, shall become due and payable to Chef in accordance with the provisions of Section 5; and (e) the following Sections shall survive termination of this Agreement: 1, 2.2, 6.4, 7, 8 (excluding Section 8.4), 9, 10, 11 and 12. In the event that the Agreement is terminated because Chef is insolvent or going bankrupt, Customer will have the option to buy any already deployed System at the going resale price of each System.

PROPRIETARY RIGHTS.

Chef Robotics System. Chef retains all right, title and interest in and to all portions of the System, including any customizations, enhancements and developments made to such System or other work product developed under an Order Form, and any copies thereof including all IPR embodied therein. Customer acquires no rights or licenses under this Agreement to the System, other than the limited license expressly granted in this Agreement. Except as specified in the foregoing sentence, Customer shall not now nor hereafter make any claim of ownership or otherwise claim any other right or interest in or to the Chef Systems or any IPR embodied therein.

Feedback. From time to time, Customer may provide to Chef comments, criticisms, suggested improvements and other feedback about the use, operation, functionality and features of the Systems including, without limitation, any information about operating results, known or suspected bugs, errors or compatibility problems, user-desired features and the results of any and all benchmark or similar testing conducted by Customer ("Feedback"). Customer agrees that Chef has the right to use the Feedback at its sole discretion on an unlimited basis, including without limitation incorporating all or some of the Feedback into the products of Chef or any other party.

Data. All Data is, as between Chef and Customer, the sole and exclusive property of Chef. Chef may use the Data for any purpose without restriction including, but not limited to: (i) improving and enhancing its products (including the System, the maintenance services and the support services) and for other development, diagnostic, and corrective purposes thereto; (ii) creating, developing, distributing and publishing analytics; and (iii) to disclose, sublicense, market, sell, and otherwise use and commercially exploit the Data in de-identified form in connection with its business. Notwithstanding the foregoing, Chef agrees that it shall not disclose the Data to any third party to the extent that it specifically identifies Customer or Customer's specific performance and usage data where the Customer's location is named, without Customer's prior written consent. Chef grants Customer a non-exclusive, royalty-free, revocable, fully paid right and license to access, copy, store, process and to use the Data as necessary for its own internal business purposes and benchmarking. In no circumstances may Customer disclose the Data to any third party except with the Chef's prior written consent. In any event, but especially in cases of potential fraud, misuse or abuse of the System, Chef reserves the right, in its sole judgment, to revoke, remove, cancel or deny continued access by Customer to any Data.

CONFIDENTIALITY.

Confidential Information. Each Party (the "Disclosing Party") may from time to time during the Term disclose to the other Party (the "Receiving Party") certain information regarding the Disclosing Party's business, including technical, marketing, financial, employee, planning, and other confidential or proprietary information ("Confidential Information" or "CI"). To be considered Confidential Information hereunder, information in tangible form must be marked by the Disclosing Party at the time of disclosure as "confidential" or "proprietary", and information disclosed visually or orally must be identified by the Disclosing Party at the time of disclosure as confidential. For clarity, Chef's CI includes the System and each of its parts, and Customer's CI includes the Customer's recipes.

Obligations. The Receiving Party shall use CI only for the purposes of exercising its rights and performing its obligations under this Agreement or as authorized by the Disclosing Party in writing, and shall not disclose CI to any person other than to its officers, employees, contractors and agents who have a reasonable need to know such information for the purposes authorized herein and who agree to be bound by terms at least as protective as the terms of this Section. Notwithstanding the foregoing, the Parties agree that the Receiving Party may disclose certain CI if required by law, provided that the Receiving Party notifies the Disclosing Party of such required disclosure promptly and in writing and cooperates with the Disclosing Party, at the Disclosing Party's reasonable request and expense, in any lawful action to contest or limit the scope of such required disclosure. Each Receiving Party shall take precautions that are reasonable, necessary, and appropriate to maintain the confidentiality of the CI and shall treat such CI with at least the same degree of care it applies to its own confidential and proprietary information, and in any event no less than reasonable care. Each Receiving Party shall be responsible for the breach of the provisions of this Section by its affiliates or their respective officers, employees, contractors or agents. As between the Parties, all CI is and shall at all times remain the property of the Disclosing Party. No grant under any of the Disclosing Party's Intellectual Property Rights is hereby given or intended including any license, implied or otherwise. The Receiving Party's obligations under this Section with respect to any CI of the Disclosing Party will terminate if such information: (a) was already known to the Receiving Party at the time of disclosure; (b) is disclosed to the Receiving Party by a third party who had the right to make such disclosure without any confidentiality restrictions; (c) is, or through no fault of the Receiving Party has become, generally available to the public; or (d) is independently developed by the Receiving Party without the use of the CI.

Publicity. During the Term and at any point thereafter, Chef may publicly refer to Customer orally and in writing, including on Chef's website and sales materials, as a Customer of Chef and may use Customer's logo on a list of Chef Customers. Further, during the term of this Agreement and at any point thereafter, Chef may prepare, publish, and distribute for sales, marketing or advertising purposes one or more case studies or videos describing any or all of the applications of the CR System by Customer under this Agreement.

Non-Exclusivity. Subject to Chef's compliance with the confidentiality provisions stated herein, nothing in this Agreement will restrict or limit Chef from performing any services for, or supplying Systems to, any other entity in any industry. Chef may in its sole discretion develop, use, market, license, offer for sale, or sell any software, application, or product that is similar or related to any materials developed for Customer hereunder. Customer retains the right to purchase similar services from third parties during and after the term of this Agreement, whether or not similar to Chef's. Chef's prices are confidential, intended only for Customer. Unauthorized disclosure, sharing, or distribution to third parties is prohibited.

DISCLAIMER.

GENERAL. EXCEPT AS EXPRESSLY PROVIDED FOR IN THIS AGREEMENT, THE SYSTEM IS PROVIDED "AS IS" AND "WITH ALL FAULTS," AND CHEF EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES OF ANY KIND OR NATURE, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF OPERABILITY, CONDITION, TITLE, NON-INFRINGEMENT, NON-INTERFERENCE, QUIET ENJOYMENT, VALUE, ACCURACY OR RETENTION OF DATA, OR QUALITY, AS WELL AS ANY WARRANTIES OF MERCHANTABILITY, SYSTEM INTEGRATION, WORKMANSHIP, SUITABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR THE ABSENCE OF ANY DEFECTS THEREIN, WHETHER LATENT OR PATENT. NO WARRANTY IS MADE BY CHEF ON THE BASIS OF TRADE USAGE, COURSE OF DEALING OR COURSE OF TRADE. CHEF DOES NOT WARRANT THAT THE SYSTEM OR ANY OTHER INFORMATION, MATERIALS, TECHNOLOGY OR SERVICES PROVIDED UNDER THIS AGREEMENT WILL MEET CUSTOMER'S REQUIREMENTS OR THAT THE OPERATION THEREOF WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT ALL ERRORS WILL BE CORRECTED.

FOOD SAFETY. UNDER NO CIRCUMSTANCES DOES CHEF PROVIDE ANY WARRANTY WITH RESPECT TO COMPLIANCE WITH APPLICABLE FOOD SAFETY LAWS AND REGULATIONS. CUSTOMER ACKNOWLEDGES AND AGREES THAT IT BEARS SOLE RESPONSIBILITY TO ENSURE THAT FOOD PRODUCED AT THE SITE(S), INCLUDING FOOD PRODUCED USING THE SYSTEM, IS SAFE FOR HUMAN CONSUMPTION IN ACCORDANCE WITH ALL APPLICABLE LAWS.

INDEMNITY & INSURANCE.

Chef Robotics Indemnity.

Chef will defend, indemnify, and hold harmless Customer its affiliates, and the respective personnel of each (each an "Indemnitee" for purposes of this Section) from and against any and all resulting awards, settlements, liabilities, fines, costs, and expenses (including reimbursement of reasonable attorneys' and experts' fees and court costs) and damages resulting from or in connection with any lawsuits, claims, actions, prosecutions and other proceedings ("Claims") brought by or on behalf of a third party: (a) alleging that the System furnished by Chef and used by Customer hereunder infringes or violates a patent, trademark, copyright, trade secret or other IPR; or (b) to the extent that such Claim results from or is attributable to, in whole or in part the negligent or intentional tortious acts or omissions, breach of this Agreement, or violation of applicable law by Chef, its affiliates, or personnel. Customer shall notify Chef in writing within fifteen (15) days of the Claim. Failure or delay in providing such notice shall not relieve Chef of its indemnification obligations, except to the extent Chef demonstrates that the defense or settlement of the Claim has been prejudiced thereby. Chef shall have the right to control the defense and all related settlement negotiations. Customer shall have the right to approve of counsel retained by the controlling party for such Claim (such approval not to be unreasonably withheld, conditioned, or delayed), and may elect to participate in the defense or settlement of any Claim with counsel of its choice. Customer shall provide Chef with the assistance, information, and authority reasonably necessary to perform the above, at Chef's expense. No compromise or settlement may be committed to without the Customer's prior written approval (which shall not be unreasonably withheld, conditioned, or delayed). Chef's liability for any claim of infringement shall be limited to the extent the Claim is resulting from: (i) Customer's use of an earlier version of the System if infringement would have been avoided by the use of a subsequent version of the System which Chef has made available to Customer; (ii) modifications to the System not made or authorized by Chef and its third party agents, third party vendors and/or contractors; or (iii) any combination of the System with material not provided by Chef, which combination is the basis for such claim. In the event that some or all of the System is held or is believed by Chef to infringe a third party's rights as described under Section 10.1(a), Chef will have the option: (i) to modify the System to be non-infringing or replace it with non-infringing material; or (ii) to obtain for Customer a license to continue using the System. If it is not commercially feasible to perform either of the above options, then Chef may require the Customer to return the infringing System with six (6) months advance written notice and all rights thereto shall cease, provided that Customer shall receive a pro-rata portion of any pre-paid fees for such returned Systems (e.g. annual fees). This Section 10.1 states the Parties' entire liability and exclusive remedies for such infringement claims.

Customer Indemnity. Customer will defend, indemnify, and hold harmless Chef, its affiliates, and the respective personnel of each (each an "Indemnitee" for purposes of this Section) from and against any and all resulting awards, settlements, liabilities, fines, costs, and expenses (including reimbursement of reasonable attorneys' and experts' fees and court costs) and damages resulting from or in connection with any legal claims brought by or on behalf of a third party to the extent that such claim is caused by violation of Applicable Law by Customer, its affiliates, or personnel. Chef shall notify Customer in writing within fifteen (15) days of the Claim. Failure or delay in providing such notice shall not relieve Customer of its indemnification obligations, except to the extent Customer demonstrates that the defense or settlement of the Claim has been prejudiced thereby. Customer shall have the right to control the defense and all related settlement negotiations. Chef shall have the right to approve of counsel retained by the controlling party for such Claim (such approval not to be unreasonably withheld, conditioned, or delayed), and may elect to participate in the defense or settlement of any Claim with counsel of its choice. Chef shall provide Customer with the assistance, information, and authority reasonably necessary to perform the above, at Customer's expense. No compromise or settlement may be committed to without the Chef's prior written approval (which shall not be unreasonably withheld, conditioned, or delayed). Customer's liability for any claim of infringement shall be limited to the extent the Claim is resulting from: (i) Chef's violation of Applicable Laws or (ii) Chef's breach of this Agreement.

Maintenance of Insurance. Each Party shall maintain in effect during the entire period for which their indemnification obligations apply, one or more policies of insurance with reputable insurance companies with limits reasonable and customary in the industry (but in no event General Liability less than $500k per occurrence/$1M aggregate) to provide the other party, including its officers/directors, with coverage for losses from wrongful acts and omissions and to ensure the party's performance of its indemnification obligations under this Agreement. All such insurance policies shall name the indemnified party as an additional insured.

LIMITATION OF LIABILITY. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, AND TO THE FULLEST EXTENT PERMITTED BY LAW: (A) IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, EXEMPLARY, SPECIAL, OR INCIDENTAL DAMAGES, INCLUDING ANY LOST DATA AND LOST PROFITS, ARISING FROM OR RELATING TO THIS AGREEMENT EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND (B) EXCEPT FOR A PARTY'S CONFIDENTIALITY OBLIGATIONS, BREACH OF LICENSES GRANTED HEREIN OR INTELLECTUAL PROPERTY RIGHTS, AND EXCEPT FOR THE OBLIGATION TO PAY THE FEES, EACH PARTY'S TOTAL CUMULATIVE LIABILITY IN CONNECTION WITH THIS AGREEMENT, WHETHER IN CONTRACT OR TORT OR OTHERWISE, WILL NOT EXCEED THE GREATER OF (I) THE AMOUNT OF FEES PAID TO CHEF HEREUNDER IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM OR (II) $100,000 PER SYSTEM FOR LOSS, DAMAGE, OR DESTRUCTION CAUSED BY CUSTOMER'S BREACH OF SECTION 4 (SYSTEM MAINTENANCE AND USE OBLIGATIONS). THIS LIMITATION SHALL NOT APPLY TO INDEMNIFICATION OBLIGATIONS UNDER SECTION 10, OR IN THE EVENT OF GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR FRAUD. REGARDLESS OF WHETHER ANY REMEDY PROVIDED FOR IN THIS AGREEMENT FAILS OF ITS ESSENTIAL PURPOSE, EACH PARTY ACKNOWLEDGES THAT THE ALLOCATION OF RISK REFLECTED IN THIS SECTION 11 IS MATERIAL TO THIS AGREEMENT AND AN ESSENTIAL BASIS OF THE BARGAIN AND THAT THE OTHER PARTY WOULD NOT ENTER INTO THIS AGREEMENT WITHOUT THESE LIMITATIONS ON ITS LIABILITY.

GENERAL.

Order of Precedence. This Agreement includes exhibits, which are incorporated herein by reference. In the event of inconsistency between terms contained in any Exhibit and terms of the body of this Agreement, those of the Exhibit will control unless the Parties expressly identify otherwise.

Compliance with Laws. Customer acknowledges that the laws and regulations of the United States ("US") restrict the export and re-export of commodities and technical data of US origin, including the Software and Documentation. Customer agrees that it will not export or re-export the Software or Documentation in any form in violation of the export or import laws of the US or any foreign jurisdiction. Customer will defend, indemnify, and hold harmless Chef from and against any violation of such laws or regulations by Customer or any of its agents, officers, directors, or employees.

Relationship of Parties. The Parties are independent contractors and nothing in this Agreement shall be construed as creating any agency, partnership, or other joint enterprise between them.

Force Majeure. If the performance of this Agreement, or any obligation hereunder, is restricted or interfered with by reason of fire, flood, earthquake, explosion or other casualty or accident, war, terrorism or other violence, epidemics or pandemics, any law, government order or instruction, proclamation, regulation, ordinance, demand or requirement of any government agency, or any other act or condition whatsoever beyond the reasonable control of the affected Party, the Party so affected, upon giving prompt notice to the other Party, shall be excused from such performance to the extent of such prevention, restriction or interference. Under no circumstances shall Customer be liable for payment of fees or charges for any period of unavailability of the System caused by a force majeure event. To the extent the fees or charges were paid in advance by Customer (i.e. annual fees), then Customer shall receive a corresponding refund from Chef for the period of unavailability due to force majeure.

Assignment. Neither Party may assign or transfer, by operation of law or otherwise, any of its rights under this Agreement to any third party without the other Party's prior written consent, except that either Party may assign this Agreement and its rights and obligations, without securing such prior consent, to any successor of such Party by way of merger, consolidation, or the acquisition of substantially all of such Party's business and relating assets. Any attempted assignment or transfer in violation of the foregoing will be void. Chef shall not subcontract or otherwise delegate any of its obligations under this Agreement without Customer's prior written consent. Chef is responsible for the performance, acts and omissions of its subcontractors, and shall enter into written agreements with its subcontractors containing terms sufficient for Chef to comply with the provisions of this Agreement.

Notices. All notices under this Agreement must be delivered in writing by courier or by certified or registered mail (postage prepaid and return receipt requested) to the other Party at the address set forth beneath such Party's signature, and will be effective upon receipt or three (3) business days after being deposited in the mail as required above, whichever occurs sooner. Either Party may change its address by giving notice of the new address to the other Party.

Governing Law and Venue. This Agreement is governed by the laws of the State of California without regard to any conflict of laws principles that would require application of the laws of a different jurisdiction. The Parties agree that the United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement. Any action arising from or relating to this Agreement must be brought in a federal court in the Northern District of California or in state court in San Francisco County, California, and each Party irrevocably submits to the jurisdiction and venue of any such court in any such action or proceeding. Notwithstanding the foregoing, Chef reserves the right to seek immediate injunctive relief in any court of competent jurisdiction as it deems necessary to protect its IPR or CI.

Waivers. All waivers must be in writing. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.

Severability. A declaration by any court or other binding legal authority that any provision of the Agreement is illegal and void shall not affect the legality and enforceability of any other provision of the contract, unless the provisions are mutually and materially dependent.

Construction. The section headings in this Agreement are for convenience and are not to be used in interpreting this Agreement. As used in this Agreement, the word "including" means "including but not limited to." No rule of strict construction shall be applied against either Party when interpreting this Agreement.

Counterparts. This Agreement may be executed in counterparts, each of which will be considered an original, but all of which together will constitute the same instrument.

Entire Agreement. This Agreement, including all executed OF, constitutes the entire agreement between the Parties regarding the subject hereof and supersedes all prior or contemporaneous agreements, understandings, and communications, whether written or oral. This Agreement may be amended only by a writing signed by both Parties.

Updates to this Agreement. Chef may update this Agreement from time to time by posting a revised version at [chefrobotics.ai/legal/msa]. For existing Customers under active Order Forms, Chef will provide at least 30 days' written notice of any material changes. Customer's execution of any subsequent Order Form following such notice constitutes acceptance of the updated Agreement

EXECUTION. This Agreement is not signed directly. It is incorporated by reference into each Order Form executed by Customer, and Customer's signature on an Order Form constitutes full acceptance of this Agreement. No separate signature on this Agreement is required or valid.