Master Services Agreement

This Master Services Agreement (this “Agreement”) is between Neo Security, Inc., a Delaware corporation (“Neo”), ___________________ (“Customer”) and is effective as of ___________________, 2026 (the “Effective Date”). Background Neo has developed and makes available a SaaS-based agentic software control platform (the “Neo Product”).

1. Definitions

1.1 The following terms, when used in this Agreement will have the following meanings:

“Affiliates” means an entity that directly or indirectly Controls, is Controlled by, or is under common Control with another entity, so long as such Control exists, wherein “Control” means beneficial ownership of 50% or more of the voting power or equity in an entity or power to direct an entity’s management. “Confidential Information” means any information disclosed by either party that is marked or otherwise designated as confidential or proprietary or that should otherwise be reasonably understood to be confidential in light of the nature of the information and the circumstances surrounding disclosure. However, “Confidential Information” will not include any information that (a) is in the public domain through no fault of the receiving party; (b) was properly known to the receiving party, without restriction, prior to disclosure by the disclosing party; (c) was properly disclosed to the receiving party, without restriction, by another person with the legal authority to do so; or (d) is independently developed by the receiving party without use of or reference to the disclosing party’s Confidential Information. “Customer Materials” means any data, content or materials that Customer (including its Users) submits to its Neo Product accounts. “Documentation” means Neo’s official usage documentation for the Neo Product that Neo makes generally available to its customers. For the avoidance of doubt, “Documentation” does not include marketing collateral, product roadmaps or other promotional or forward-looking materials. “Order Form” means an order form, quote or other similar document that sets forth the specific Neo Product to which Customer is subscribing, permitted number of licenses, pricing therefor (including in relation to overages of licenses), and subscription term, and that references this Agreement and is mutually executed by the parties. “Third Party Platform” means any product, service or platform not provided by Neo that Customer elects to use with the Neo Product. “User” means anyone that Customer allows to use its accounts for the Neo Product, consisting of Customer’s employees and contractors (solely for purposes of providing services to Customer).

2. Neo Product

2.1 Provision of Neo Product

Subject to this Agreement, Neo will make the Neo Product available to Customer pursuant to this Agreement, the Service Level Agreement made available at https://neo.ai/sla as updated from time to time, and the applicable Order Form, and hereby grants Customer a non-exclusive right to access and use the Neo Product for its internal business purposes during the applicable subscription term. Customer may permit Users to use the Neo Product on its behalf. Customer is responsible for provisioning and managing its User accounts, for its Users’ actions through the Neo Product and for their compliance with this Agreement.

2.2 Data Security

(a) Neo will maintain a security program materially in accordance with industry standards that is designed to (i) ensure the security and integrity of Customer Materials; (ii) protect against threats or hazards to the security or integrity of Customer Materials; and (iii) prevent unauthorized access to Customer Materials. In furtherance of the foregoing, Neo will maintain the administrative, physical and technical safeguards to protect the security of Customer Materials that are described in the Neo security page located at https://trust.neo.ai (the “Security Page”) posted as of the Effective Date (and as the Security Page may be updated by Neo in a manner that does not materially decrease the applicable protections).

(b) To the extent that Neo processes any Personal Data (as defined in the DPA referenced below) contained in Customer Materials that is subject to Data Protection Legislation (as defined in the DPA), on Customer’s behalf, in the provision of the Neo Product, the Data Processing Addendum (“DPA”) currently available at: https://neo.ai/dpa is hereby deemed part of this Agreement and incorporated herein by reference.

2.3 Customer Responsibilities

(a) Customer acknowledges that Neo’s provision of the Neo Product is dependent on Customer providing all reasonably required cooperation, and Customer will provide all such cooperation in a diligent and timely manner.

(b) Customer will (i) use commercially reasonable efforts to prevent unauthorized access to or use of the Neo Product and notify Neo promptly of any such unauthorized access or use or any other known or suspected breach of security or misuse of the Neo Product and (ii) be responsible for obtaining and maintaining any equipment, software and ancillary services needed to connect to, access or otherwise use the Neo Product, including as set forth in the Documentation. Customer will be solely responsible for its failure to maintain such equipment, software and services, and Neo will have no liability for such failure (including under any service level agreement). As between the parties, Customer is responsible for the content and accuracy of Customer Materials.

2.4 Affiliates

Any Affiliate of Customer will have the right to enter into an Order Form executed by such Affiliate and Neo and this Agreement will apply to each such Order Form as if such Affiliate were a signatory to this Agreement. With respect to such Order Forms, such Affiliate becomes a party to this Agreement and references to Customer in this Agreement are deemed to be references to such Affiliate. Each Order Form is a separate obligation of the Customer entity that executes such Order Form, and no other Customer entity has any liability or obligation under such Order Form.

2.5 Third Party Platforms

The Neo Product may interface with Third Party Platforms. Customer has the discretion to utilize these Third Party Platforms in conjunction with the Neo Product. If required for integration of the Neo Product with any Third Party Platform, Customer will be responsible for providing its login information to Neo solely for the purpose of enabling Neo to provide the Neo Product. Customer affirms that it has the authority to provide such information without violating any terms and conditions governing use of the Third Party Platform. Neo does not endorse any Third Party Platforms. Customer acknowledges that this Agreement does not cover the use of Third Party Platforms, and Customer enters into separate agreements with the providers of these Third Party Platforms. Neo expressly disclaims all representations and warranties concerning Third Party Platforms. Customers must direct any warranty claims or other disputes directly to the providers of the Third Party Platforms. The use of Third Party Platforms is at Customer’s own risk. Neo will not be liable for any issues arising from the use or inability to use Third Party Platforms.

3. Fees

3.1 Fees

Customer will pay Neo the fees set forth in the applicable Order Form. Customer will pay those amounts due and not disputed in good faith within thirty (30) days of the date of receipt of the applicable invoice (the “Payment Period”), unless a specific date for payment is set forth in such Order Form, in which case payment will be due on the date specified. Except as otherwise specified herein or in such Order Form, payment obligations are non-cancelable and non-pro-ratable for partial months, and fees paid are non-refundable. If Customer disputes an invoice in good faith, it will notify Neo within the Payment Period and the parties will seek to resolve the dispute as soon as reasonably practicable. Neo may provide Customer with written notice of a change or increase in pricing for such Order Form at least sixty (60) days prior to the end of the then-current subscription term (such increase not to exceed five percent (5%) over the pricing for the immediately preceding subscription term), and such modified pricing will become effective thereafter at the time of the renewal.

3.2 Late Payment

Neo may suspend access to the Neo Product immediately upon notice if Customer fails to pay any amounts hereunder at least five (5) days past the applicable due date.

3.3 Taxes

All amounts payable hereunder are exclusive of any sales, use and other taxes or duties, however designated (collectively, “Taxes”). Customer will be solely responsible for payment of all Taxes, except for those taxes based on the income of Neo. Customer will not withhold any Taxes from any amounts due to Neo.

4. Proprietary Rights

4.1 Proprietary Rights

As between the parties, Neo exclusively owns all right, title and interest in and to the Neo Product, System Data and Neo’s Confidential Information, and Customer exclusively owns all right, title and interest in and to the Customer Materials, output produced specifically for Customer via the use of the Neo Product by Customer (which will constitute Customer Materials for purposes hereof) and Customer’s Confidential Information. “System Data” means data collected by Neo regarding the Neo Product that may be used to generate logs, statistics or reports regarding the performance, availability, usage, integrity or security of the Neo Product.

4.2 Feedback

Customer may from time to time provide Neo suggestions or comments for enhancements or improvements, new features or functionality or other feedback (“Feedback”) with respect to the Neo Product. Neo will have full discretion to determine whether or not to proceed with the development of any requested enhancements, new features or functionality. Neo will have the full, unencumbered right, without any obligation to compensate or reimburse Customer, to use, incorporate and otherwise fully exercise and exploit any such Feedback in connection with its products and services. All Feedback is provided “AS IS” and Neo will not publicly identify Customer as the source of Feedback without Customer’s permission.

4.3 Product Improvement and Aggregated Statistics

Customer further agrees that, notwithstanding anything herein, Neo is hereby granted the right to aggregate, collect, retain and analyze Customer Materials and other information relating to the performance of the Neo Product and will be free (during and after the term hereof) to (a) use such data and other information to provide and improve Neo’s products and services, and (b) disclose such data and other information solely in an aggregated and anonymized format that does not identify Customer or any individual.

5. Confidentiality; Restrictions

5.1 Confidentiality

Each receiving party agrees that it will use the Confidential Information of the disclosing party solely in accordance with the provisions of this Agreement and it will not disclose the same to any third party without the disclosing party’s prior written consent, except as otherwise permitted hereunder. However, the receiving party may disclose such Confidential Information (a) to its employees and other representatives who have a need to know and are legally bound to keep such information confidential by confidentiality obligations consistent with those of this Agreement; and (b) as required by law (in which case the receiving party will provide the disclosing party with prior written notification thereof, will provide the disclosing party with the opportunity to contest such disclosure, and will use its reasonable efforts to minimize such disclosure to the extent permitted by applicable law). Neither party will disclose the terms of this Agreement to any third party, except that either party may confidentially disclose such terms to actual or potential lenders, investors or acquirers.

5.2 Technology Restrictions

Customer will not directly or indirectly: (a) reverse engineer, decompile, disassemble, modify, create derivative works of or otherwise create, attempt to create or derive, or permit or assist any third party to create or derive, the source code underlying the Neo Product; (b) attempt to probe, scan or test the vulnerability of the Neo Product, breach the security or authentication measures of the Neo Product without proper authorization or wilfully render any part of the Neo Product unusable; (c) use or access the Neo Product to develop a product or service that is competitive with Neo’s products or services or engage in competitive analysis or benchmarking; (d) transfer, distribute, resell, lease, license, or assign the Neo Product or otherwise offer the Neo Product on a standalone basis; or (e) otherwise use the Neo Product in violation of applicable law (including any export law) or outside the scope expressly permitted hereunder and in the applicable Order Form.

5.3 Injunctive Relief

In the event of actual or threatened breach of the provisions of this Section, the non-breaching party will be entitled to seek immediate injunctive and other equitable relief, without waiving any other rights or remedies available to it.

6. Warranties and Disclaimers

6.1 Mutual

Each party warrants that (a) it has the legal power and authority to enter into this Agreement and (b) it will use industry-standard measures to avoid introducing viruses or other malicious code into the Neo Product.

6.2 Neo

Neo warrants that the Neo Product will perform materially as described in the Documentation and Neo will not materially decrease the overall functionality of the Neo Product during the applicable subscription term (the “Performance Warranty”). Neo will use reasonable efforts to correct a verified breach of the Performance Warranty reported by Customer. If Neo fails to do so within sixty (60) days after Customer’s warranty report, then either party may terminate the applicable Order Form as it relates to the non-conforming Neo Product, in which case Neo will provide Customer a pro rata refund of any prepaid subscription fees corresponding to the terminated portion of the applicable subscription term. To receive these remedies, Customer must report a breach of warranty in reasonable detail within thirty (30) days after first discovering the issue in the Neo Product. These procedures are Customer’s exclusive remedies and Neo’s sole liability for breach of the Performance Warranty.

6.3 Customer

Customer warrants that it has all rights necessary to provide any information, data or other materials that it provides hereunder, and to permit Neo to use the same as contemplated hereunder.

6.4 DISCLAIMERS

EXCEPT AS EXPRESSLY SET FORTH HEREIN, EACH PARTY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. NEO DOES NOT REPRESENT OR WARRANT THAT THE Neo PRODUCT WILL BE ERROR-FREE AND CUSTOMER ACKNOWLEDGES THAT THE INSIGHTS PROVIDED BY THE NEO PRODUCT DO NOT CONSTITUTE PROFESSIONAL ADVICE OR COUNSEL. NEO IS NOT RESPONSIBLE OR LIABLE FOR ANY THIRD PARTY PLATFORMS AND DOES NOT GUARANTEE THE CONTINUED AVAILABILITY THEREOF.

6.5 NO-CHARGE PRODUCTS

From time to time, Customer may have access to free accounts or trial use, pre-release, alpha or beta versions or features (collectively, “No-Charge Products”) offered by Neo. Customer’s use of No-Charge Products is subject to any additional terms that Neo may specify. Except as otherwise set forth in this Section, this Agreement applies to No-Charge Products. Neo may modify or terminate Customer’s right to use No-Charge Products at any time. NOTWITHSTANDING ANYTHING TO THE CONTRARY, To the maximum extent permitted by applicable law, Neo disclaims all obligations, warranties and liabilities with respect to No-Charge Products, including any service level OR indemnity obligations.

6.6 Use of Artificial Intelligence

Customer acknowledges and agrees that the Neo Product includes and integrates with proprietary and/or third-party advanced technologies, such as artificial intelligence, machine learning systems and similar technology and features (collectively, “AI Technology”) and Customer is able to use AI Technology to, among other things, agentically explore information accessible to the User on the console (e.g., software inventory, AI building blocks, agentic instances, identities, endpoints, etc.) and suggest changes by opening the relevant UI flow (e.g., suggest a policy), and enable access to certain third-party AI Technology made available through the Neo Product. Certain AI Technology made available through the Neo Product may be provided by third parties and may be subject to additional terms, conditions, or acceptable use policies imposed by such services. Customer is responsible for complying with those terms, and Neo is not responsible for the operation, availability, or performance provided through Third Party Platforms. Customer acknowledges and agrees that, in addition to the other limitations and restrictions set forth in this Agreement: Customer will use discretion and independent judgment before relying on, sharing or otherwise using the responses or other content generated by the AI Technology and provided to Customer through the Neo Product (“Outputs”) or relying on any actions taken by the AI Technology on behalf of Customer, and will monitor and track any such actions to ensure they are appropriate; AI Technology is based on predefined rules and algorithms, and the Outputs may not necessarily be unique from outputs generated, created, enhanced or modified by other users of the Neo Product; AI Technology can perpetuate biases that are present in the data used to train them, which can result in Outputs that are discriminatory or offensive; AI Technology can struggle with complex tasks that require reasoning, judgment and decision-making; AI Technology may misunderstand or misinterpret Customer’s queries or other instructions; and Outputs can lack the personal touch that comes with content created by humans, which can make them seem cold and impersonal. Notwithstanding anything to the contrary in this Agreement, Neo bears no liability to Customer or anyone else arising from or relating to (a) Customer’s use of or reliance on any of the Outputs, or (b) the operation, availability, or performance of any third-party AI Technology made available through the Neo Product.

7. Indemnification

7.1 Indemnity by Neo

Neo will defend Customer against any claim, demand, suit, or proceeding (“Claim”) made or brought against Customer by a third party alleging that the use of the Neo Product as permitted hereunder infringes or misappropriates a United States patent, copyright or trade secret and will indemnify Customer for any damages finally awarded against Customer (or any settlement approved by Neo) in connection with any such Claim; provided that (a) Customer will promptly notify Neo of such Claim, (b) Neo will have the sole and exclusive authority to defend and/or settle any such Claim (provided that Neo may not settle any Claim without Customer’s prior written consent, which will not be unreasonably withheld, unless it unconditionally releases Customer of all related liability) and (c) Customer reasonably cooperates with Neo in connection therewith. If the use of the Neo Product by Customer has become, or in Neo’s opinion is likely to become, the subject of any claim of infringement, Neo may at its option and expense (i) procure for Customer the right to continue using and receiving the Neo Product as set forth hereunder; (ii) replace or modify the Neo Product to make it non-infringing (with comparable functionality); or (iii) if the options in clauses (i) or (ii) are not reasonably practicable, terminate the applicable Order Form and provide Customer a pro rata refund of any prepaid subscription fees corresponding to the terminated portion of the applicable subscription term. Neo will have no liability or obligation with respect to any Claim if such Claim is caused in whole or in part by (A) designs, guidelines, configurations, plans or specifications provided by Customer; (B) use of the Neo Product by Customer not in accordance with this Agreement; (C) modification of the Neo Product by or on behalf of Customer; (D) Customer Materials, or (E) the combination, operation or use of the Neo Product with other products or services where the Neo Product would not by itself be infringing (clauses (A) through (E), “Excluded Claims”). This Section states Neo’s sole and exclusive liability and obligation, and Customer’s exclusive remedy, for any claim of any nature related to infringement or misappropriation of intellectual property.

7.2 Indemnification by Customer

Customer will defend Neo against any Claim made or brought against Neo by a third party arising out of any Excluded Claims, and Customer will indemnify Neo for any damages finally awarded against Neo (or any settlement approved by Customer) in connection with any such Claim; provided that (a) Neo will promptly notify Customer of such Claim, (b) Customer will have the sole and exclusive authority to defend and/or settle any such Claim (provided that Customer may not settle any Claim without Neo’s prior written consent, which will not be unreasonably withheld, unless it unconditionally releases Neo of all liability) and (c) Neo reasonably cooperates with Customer in connection therewith.

8. Limitation of Liability

EXCEPT FOR A PARTY’S BREACH OF SECTION 5, GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR INFRINGEMENT OR MISAPPROPRIATION OF THE OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, UNDER NO LEGAL THEORY, WHETHER IN TORT, CONTRACT, OR OTHERWISE, WILL EITHER PARTY BE LIABLE TO THE OTHER UNDER THIS AGREEMENT FOR (A) ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING DAMAGES FOR loss of use, lost profits or interruption of business, even if informed of their possibility in advance, OR (B) EXCLUDING CUSTOMER’S PAYMENT OBLIGATIONS, ANY AGGREGATE LIABILITY IN EXCESS OF THE AMOUNTS PAID BY CUSTOMER UNDER THE APPLICABLE ORDER FORM DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM (THIS CLAUSE (B), THE “ORDINARY CAP”). NOTWITHSTANDING THE FOREGOING, NEO’S AGGREGATE LIABILITY FOR BREACH OF SECTION 2.2 (INCLUDING THE DPA) AND/OR SECTION 5.1 IN RELATION TO CUSTOMER DATA WILL NOT EXCEED TWO TIMES (2X) THE ORDINARY CAP.

9. Termination

9.1 Term

The term of this Agreement will commence on the Effective Date and continue until terminated as set forth below. The initial term of each Order Form will begin on the Order Form Effective Date of such Order Form and will continue for the subscription term set forth therein. Except as set forth in such Order Form, the term of such Order Form will automatically renew for successive renewal terms equal to the length of the initial term of such Order Form, unless either party provides the other party with written notice of non-renewal at least ninety (90) days prior to the end of the then-current term.

9.2 Termination

Each party may terminate this Agreement upon written notice to the other party if there are no Order Forms then in effect. Each party may also terminate this Agreement or the applicable Order Form upon written notice in the event (a) the other party commits any material breach of this Agreement or the applicable Order Form and fails to remedy such breach within sixty (60) days after written notice of such breach or (b) subject to applicable law, upon the other party’s liquidation, commencement of dissolution proceedings or assignment of substantially all its assets for the benefit of creditors, or if the other party become the subject of bankruptcy or similar proceeding that is not dismissed within sixty (60) days.

9.3 Survival

Upon expiration or termination of this Agreement (a) all rights and obligations will immediately terminate except that any terms or conditions that by their nature should survive such expiration or termination will survive, including the terms and conditions relating to payment, proprietary rights and confidentiality, technology restrictions, disclaimers, indemnification, limitations of liability and termination and the general provisions below, and (b) each receiving party will return or destroy, at the disclosing party’s option, any Confidential Information of such disclosing party in the receiving party’s possession or control.

10. General

10.1 Publicity

Customer agrees that Neo may refer to Customer’s name and trademarks in Neo’s marketing materials and website; however, Neo will not use Customer’s name or trademarks in any other publicity (e.g., press releases, customer references and case studies) without Customer’s prior written consent (which may be by email).

10.2 Assignment

Neither party hereto may assign this Agreement without the other party’s prior written consent, except that either party may assign this Agreement without consent to a successor to all or substantially all of its assets or business related to this Agreement. Any attempted assignment by either party in violation hereof will be null and void. Subject to the foregoing, this Agreement will be binding on the parties and their successors and assigns.

10.3 Amendment; Waiver

No amendment or modification to this Agreement, nor any waiver of any rights hereunder, will be effective unless assented to in writing by both parties. Any such waiver will be only to the specific provision and under the specific circumstances for which it was given, and will not apply with respect to any repeated or continued violation of the same provision or any other provision. Failure or delay by either party to enforce any provision of this Agreement will not be deemed a waiver of future enforcement of that or any other provision.

10.4 Relationship

Nothing contained herein will in any way constitute any association, partnership, agency, employment or joint venture between the parties hereto, or be construed to evidence the intention of the parties to establish any such relationship. Neither party will have the authority to obligate or bind the other in any manner, and nothing herein contained will give rise or is intended to give rise to any rights of any kind to any third parties.

10.5 Unenforceability

If a court of competent jurisdiction determines that any provision of this Agreement is invalid, illegal, or otherwise unenforceable, such provision will be enforced as nearly as possible in accordance with the stated intention of the parties, while the remainder of this Agreement will remain in full force and effect and bind the parties according to its terms.

10.6 Governing Law

This Agreement will be governed by the laws of the Commonwealth of Massachusetts, exclusive of its rules governing choice of law and conflict of laws. This Agreement will not be governed by the United Nations Convention on Contracts for the International Sale of Goods.

10.7 Notices

Any notice required or permitted to be given hereunder will be given in writing by personal delivery, certified mail, return receipt requested, or by overnight delivery. Notices to the parties must be sent to the respective address set forth in the signature blocks below, or such other address designated pursuant to this Section.

10.8 Entire Agreement

This Agreement and the Order Form together comprise the entire agreement between Customer and Neo with respect to its subject matter, and supersedes all prior and contemporaneous proposals, statements, sales materials or presentations and agreements (oral and written). No oral or written information or advice given by Neo, its agents or employees will create a warranty or in any way increase the scope of the warranties in this Agreement. If there is any conflict or inconsistency between the terms and conditions of any Order Form and any portion of this Agreement, this Agreement will control unless the Order Form expressly identifies the provision of this Agreement being overridden and expressly states that the parties intend for the applicable term or condition of the Order Form to supersede such term or condition of this Agreement, in which case the applicable term or condition of the Order Form will control but solely with respect to such Order Form.

10.9 Force Majeure

Neither party will be deemed in breach hereunder for any cessation, interruption or delay in the performance of its obligations (excluding payment obligations) due to causes beyond its reasonable control (“Force Majeure Event”), including earthquake, flood, or other natural disaster, act of God, labor controversy, civil disturbance, terrorism, war (whether or not officially declared), cyber attacks (e.g., denial of service attacks), or the inability to obtain sufficient supplies, transportation, or other essential commodity or service required in the conduct of its business, or any change in or the adoption of any law, regulation, judgment or decree.

10.10 Government Terms

Neo provides the Neo Product, including related software and technology, for ultimate federal government end use solely in accordance with the terms of this Agreement. If Customer is an agency, department, or other entity of any government, the use, duplication, reproduction, release, modification, disclosure, or transfer of the Neo Product, or any related documentation of any kind, including technical data, software, and manuals, is restricted by the terms of this Agreement. All other use is prohibited and no rights other than those provided in this Agreement are conferred. The Neo Product was developed fully at private expense.

10.11 Interpretation

For purposes hereof, “including” means “including without limitation”.

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IN WITNESS WHEREOF, the duly authorized representatives of each of the parties hereto have executed this Agreement as of the Effective Date.

Customer: By: Name: Title:	NEO SECURITY, INC.: By: Name: Title:
Address for notice	Address for notice Neo Security, Inc. 850 New Burton Road Suite 201, Dover, DE 19904 Attn: Legal