Service Agreement
This Service Agreement (hereinafter referred to as the "Agreement") is signed and effective between the following parties:
Service Provider: "Starlight Technology Ltd.", a company registered under the laws of California, USA, with its registered address at 742 Sunshine Avenue, Los Angeles, California, USA (hereinafter referred to as the "Service Provider").
Client: "Future Innovation Corp.", a company registered under the laws of the People's Republic of China, with its registered address at 983 Nanjing West Road, Shanghai, China (hereinafter referred to as the "Client").
Effective Date: This Agreement shall be effective from the date signed by both authorized representatives.

1. Services and Scope
1.1 Services Provided
The Service Provider agrees to provide the following services to the Client as outlined in Exhibit A:

Software Development: Developing customized software solutions to meet the Client’s specific business needs.
System Integration: Integrating new software systems with the Client’s existing systems to ensure smooth data flow and operations.
Technical Support and Maintenance: Including but not limited to system updates, troubleshooting, and user training.

1.2 Delivery Timeline

Phase 1 (Requirements Analysis and Planning) Completion Date: January 15, 2025.
Phase 2 (Software Development and Initial Testing) Completion Date: March 31, 2025.
Phase 3 (System Integration and Final Testing) Completion Date: May 15, 2025.
Phase 4 (Delivery and Client Training) Completion Date: June 1, 2025.

1.3 Delay Clause
If the Service Provider fails to meet the above timeline, they must notify the Client in advance and provide reasonable grounds for the delay. The delay can only be extended with the written consent of the Client.

2. Payment Terms
2.1 Payment Schedule
The Client agrees to pay the Service Provider according to the following payment schedule:

First Payment: 30% of the total amount, i.e., $30,000, upon project initiation, within 5 business days of signing the Agreement.
Second Payment: 40% of the total amount, i.e., $40,000, upon completion of software development, by March 31, 2025.
Third Payment: 20% of the total amount, i.e., $20,000, upon completion of system integration and testing, by May 15, 2025.
Final Payment: 10% of the total amount, i.e., $10,000, upon project delivery and completion, by June 15, 2025.

2.2 Payment Method
All payments should be made via bank transfer to the following account:

Bank Name: Bank of America, Los Angeles Branch  
Account Name: Starlight Technology Ltd.  
Account Number: 927492658272  
SWIFT Code: DEUTDEFF927492658272

2.3 Late Payment
If the Client fails to make payments on time, a late fee of 0.5% per day will be applied to the overdue amount.

3. Confidentiality Terms
3.1 Confidentiality Obligations
Both parties agree to keep each other’s confidential information confidential during the term of this Agreement and for five years after its termination. Confidential information includes but is not limited to technology, business plans, customer data, financial information, and market strategies.
3.2 Exceptions to Disclosure
The confidentiality obligations do not apply to the following information:

Information that is publicly known or becomes part of the public domain;
Information that one party lawfully knew or obtained from a third party, and the third party did not breach any confidentiality obligations;
Information required to be disclosed by law, provided the disclosing party promptly notifies the other party and takes reasonable measures to protect the confidentiality of such information.


4. Intellectual Property
4.1 Ownership of Intellectual Property
All software, technical documents, system integration results, and other work products developed by the Service Provider during the course of providing services will remain the property of the Service Provider. The Client is granted a limited, non-exclusive, non-transferable license to use these services for internal purposes only.
4.2 Use of Client Data
The Client guarantees that all data provided is legal and grants the Service Provider permission to use this data in the performance of this Agreement. The Service Provider is only authorized to use this data for the purpose of fulfilling the Agreement.

5. Contract Duration and Termination
5.1 Effective Period
This Agreement will be effective from the date of signature by both parties and will terminate upon completion of the project and full payment of the final balance.
5.2 Early Termination
Either party may terminate this Agreement with 30 days written notice to the other party, without providing any reasons.

If the Service Provider breaches the Agreement, the Client has the right to terminate immediately and claim compensation for any resulting damages.
If the Client breaches the Agreement, the Service Provider may terminate and require payment for any completed portions of the services.

5.3 Automatic Renewal
If neither party has provided written notice of termination, and no objections are raised 30 days prior to the end of the Agreement, this Agreement may automatically renew for an additional 12 months.

6. Liability and Indemnity
6.1 Service Provider’s Liability
The Service Provider guarantees that the services provided will meet the agreed technical specifications and quality standards. If the services fail to meet the Client's expectations, the Service Provider will fix or re-provide the services at no additional cost.
6.2 Client’s Liability
The Client agrees to pay the agreed fees on time and cooperate with the Service Provider in completing the services. If the Client fails to provide the necessary support or resources, resulting in delays or inability to complete the services on time, the Service Provider may adjust the delivery schedule or charge additional fees.
6.3 Indemnity Clause

The Service Provider is responsible for direct damages caused by negligence or willful actions.
The Client is responsible for any claims or disputes arising from their use of the services and will indemnify the Service Provider.


7. Taxation
7.1 Tax Liability
The Client is responsible for all taxes under applicable law related to this Agreement, including but not limited to VAT, business tax, stamp duty, etc.

8. Dispute Resolution
8.1 Dispute Resolution Method
In the event of a dispute arising during the performance of this Agreement, the parties shall first attempt to resolve the matter through friendly negotiations. If negotiations fail, the dispute may be submitted to the Los Angeles court for resolution.
8.2 Governing Court
This Agreement is governed by the laws of California, USA, and any disputes arising from this Agreement shall be subject to the jurisdiction of the Los Angeles court.

9. Force Majeure
9.1 Definition of Force Majeure
Force majeure refers to events that are unforeseeable, unavoidable, and cannot be overcome, such as natural disasters, war, terrorism, government orders, cyber-attacks, etc., that prevent one party from fulfilling its contractual obligations.
9.2 Handling of Force Majeure Events
If a force majeure event occurs, the affected party must promptly notify the other party and take reasonable measures to mitigate damages. If the force majeure event lasts for more than 30 days, either party may terminate the Agreement.

10. Miscellaneous Terms
10.1 Entire Agreement
This Agreement constitutes the complete and final agreement between the parties regarding the subject matter of this Agreement, superseding all prior verbal or written agreements.
10.2 Amendments
Any amendments or supplements to this Agreement must be in writing and signed by both parties.
10.3 Invalidity of Clauses
If any clause of this Agreement is deemed invalid or unenforceable, it does not affect the validity of the remaining clauses.
10.4 Transfer of Rights
The Client may not transfer any rights or obligations under this Agreement without the Service Provider’s written consent.

Signatures
Service Provider: Starlight Technology Ltd.

Signature: 

Date:   
Client: Future Innovation Corp.

Signature: 

Date: