Master Services Agreement (MSA)

Draft — subject to final review by counsel. Effective 3 June 2026. Template for Growth/Enterprise (sales-led) engagements. Self-serve use is governed by the click-through Terms of Service instead.

1. Definitions "Service" means Mishale's computational gene-therapy design platform. "Deliverable" means a Computational Feasibility Memo or other output. "Order"/"SOW" means an ordering document referencing this MSA. "Customer Data" means data and inputs the Customer submits.

2. Services and Orders Mishale will provide the Service and Deliverables described in each Order. Orders are governed by this MSA; if they conflict, the Order controls for that engagement.

3. Fees and payment Customer pays the fees in each Order. Unless stated otherwise, invoices are due net 30 days, in US dollars, exclusive of taxes. Late amounts may accrue interest at the lower of 1.5%/month or the maximum permitted by law.

4. Term and termination This MSA runs for the term stated in the Order(s) and continues while any Order is active. Either party may terminate for the other's material breach not cured within 30 days of notice. Accrued fees survive termination.

5. Intellectual property - Customer Data: the Customer retains all rights in its inputs and grants Mishale a license to use them to provide the Service and (in de-identified, aggregated form) to improve it. - Platform: Mishale retains all rights in the Service, models, and methods. - Deliverables: upon payment, Mishale grants the Customer a perpetual, non-exclusive license to use the Deliverables for its internal research and development.

6. Confidentiality Each party protects the other's confidential information with reasonable care and uses it only to perform under this MSA, subject to customary exceptions and compelled-disclosure carve-outs.

7. Data protection Where applicable, the parties' Data Processing Agreement is incorporated by reference and governs processing of personal data.

8. Warranties and disclaimer Mishale will perform the Service with reasonable skill and care. Except as expressly stated, the Service and Deliverables are provided "as is." A Deliverable is a computational, public-data decision aid — not medical, clinical, regulatory, or manufacturing advice, and not a wet-lab result or an IND-enabling package. The Customer is responsible for independent experimental and regulatory verification before any clinical, manufacturing, or investment use.

9. Limitation of liability To the maximum extent permitted by law, neither party is liable for indirect, incidental, special, or consequential damages, and each party's total liability arising out of this MSA is capped at the fees paid or payable under the applicable Order in the 12 months preceding the claim. These limits do not apply to a party's breach of confidentiality, infringement, or indemnity obligations, or to amounts owed for the Service.

10. Indemnification Each party will defend and indemnify the other against third-party claims arising from its breach of this MSA or violation of law, subject to prompt notice and reasonable cooperation.

11. Governing law and venue This MSA is governed by the laws of the State of Delaware, USA, without regard to conflict-of-laws principles; the exclusive venue is the state and federal courts located in Delaware.

12. Miscellaneous This MSA (with its Orders and DPA) is the entire agreement; amendments must be in writing; neither party may assign without consent except in a merger or sale of substantially all assets; if a provision is unenforceable the remainder stays in effect. Contact: jambo@mishale.bio.