Partnership
Framework Agreement

This Partnership Framework Agreement ("Agreement") is entered into between:

MA-UNI
Legal entity: _______________________________________________
Registration number: ________________________________________
Registered address: _________________________________________
Represented by: _____________________________________________

hereinafter referred to as "MA-UNI",

and

PARTNER
Legal entity: _______________________________________________
Registration number: ________________________________________
Registered address: _________________________________________
Represented by: _____________________________________________

hereinafter referred to as "Partner".

2.1. The purpose of this Agreement is to establish a general framework for potential cooperation between MA-UNI and the Partner in the development, refinement, engineering, design, manufacturing, commercialization and/or application of products, technologies and services related to the MA-UNI concept and platform.

2.2. Specific development projects may be established through separate written project agreements, technical specifications, statements of work or appendices to this Agreement.

2.3. Unless expressly agreed otherwise in writing, this Agreement does not obligate either party to undertake a specific development project.

3.1. The parties acknowledge that MA-UNI is an independently developed concept, platform, identity and commercial undertaking.

3.2. Nothing in this Agreement shall be interpreted as a transfer of ownership of the MA-UNI name, trademarks, brand identity, concept, core philosophy, original platform architecture or other pre-existing MA-UNI intellectual property.

3.3. The Partner shall not acquire any ownership, controlling interest or management rights in MA-UNI solely as a result of participating in the development of MA-UNI.

3.4. Any acquisition of ownership or other fundamental rights concerning MA-UNI would require a separate and expressly executed written agreement.

4.1. MA-UNI Core IP shall remain the property of MA-UNI unless expressly transferred under a separate written agreement.

5.1. The Partner shall retain ownership of technologies, inventions, patents, designs, software, know-how, manufacturing processes, materials, mechanisms, electronic systems and other intellectual property developed or owned by the Partner prior to the relevant collaboration.

5.2. Nothing in this Agreement shall automatically transfer ownership of such Partner intellectual property to MA-UNI.

5.3. The Partner may continue to develop and commercialize its independently owned technologies for other applications, subject to applicable confidentiality, licensing and project-specific obligations.

6.1. Where the Partner develops a new technology, mechanism, material, software system, electronic system, sensor, actuator, structural component or other technical solution in connection with a specific MA-UNI development project, the parties shall determine in writing the applicable ownership and usage rights.

6.2. Depending on the nature of the development, the parties may agree that the resulting intellectual property shall be:

• owned by the Partner;
• owned by MA-UNI;
• jointly owned;
• owned by one party with defined rights granted to the other party; or
• subject to another mutually agreed structure.

6.3. The ownership and permitted use of significant new developments should preferably be determined before the relevant development work begins.

7.1. Where a technology is developed specifically within, for, or through the MA-UNI development framework, the parties may designate such technology as:

7.2. The MA-UNI® ORIGIN designation is intended to recognize the conceptual and/or collaborative origin of the technology and does not, by itself, transfer ownership of the underlying technology.

7.3. Where the Partner retains ownership of an MA-UNI® ORIGIN technology, the Partner may continue to develop, manufacture and commercialize such technology independently, subject to the rights and obligations agreed for the relevant project.

7.4. Where the parties agree to use the MA-UNI® ORIGIN designation, the permitted form, placement and context of such designation shall be agreed in writing.

7.5. Use of the MA-UNI® ORIGIN designation does not grant the Partner ownership of the MA-UNI trademark or any broader right to represent itself as the owner of MA-UNI.

8.1. Any use by the Partner of the MA-UNI name, logo, trademarks, visual identity or other protected brand elements shall require prior written authorization from MA-UNI.

8.2. Any authorization shall be limited to the specific purpose, product, territory and period agreed between the parties.

8.3. Such authorization shall not constitute a transfer of ownership of the MA-UNI brand.

8.4. MA-UNI shall retain the right to establish reasonable standards governing the correct representation and use of its brand identity.

9.1. The economic terms of each specific collaboration shall be negotiated according to the nature and commercial potential of the relevant project.

9.2. Possible economic arrangements may include:

• development fees;
• licensing fees;
• royalties;
• revenue or sales participation;
• joint commercialization;
• manufacturing arrangements;
• product-based commercial participation;
• other mutually agreed economic structures.

9.3. Neither party is expected to provide its substantial technological, intellectual or commercial contribution without an agreed economic basis, unless expressly agreed otherwise.

10.1. Unless expressly agreed otherwise in writing, the collaboration shall be non-exclusive.

10.2. MA-UNI may cooperate with other engineering, design, manufacturing, investment, entertainment, technology or commercial partners.

10.3. The Partner may cooperate with other customers and organizations, subject to applicable confidentiality, intellectual property and project-specific obligations.

11.1. Each party shall protect confidential information received from the other party in connection with the collaboration.

11.2. Confidential information may include technical information, designs, drawings, business information, financial information, development plans, prototypes, software, know-how and other non-public information.

11.3. The parties may enter into a separate Non-Disclosure Agreement ("NDA") defining the detailed confidentiality obligations.

12.1. Each party may publicly describe its participation in a collaboration within the limits agreed by the parties.

12.2. Public use of the MA-UNI name or brand by the Partner shall require prior approval where such use goes beyond the agreed project description.

12.3. Neither party shall make statements that falsely imply ownership, control or exclusive representation of the other party.

13.1. This Agreement does not by itself create a partnership entity, joint venture, agency relationship, employment relationship, franchise, distributorship or corporate ownership relationship between the parties.

13.2. Each party remains an independent legal and economic entity.

14.1. This Agreement shall remain effective for:

_______________________________________________

14.2. Either party may terminate the Agreement by written notice of:

_______________________________________________

14.3. Termination shall not automatically extinguish intellectual property rights, payment obligations, confidentiality obligations, licenses or other rights that by their nature are intended to survive termination.

14.4. The parties shall separately determine the treatment of ongoing development projects, existing products, licenses, manufacturing commitments and outstanding payments upon termination.

15.1. Neither party may assign or transfer its rights or obligations under this Agreement to a third party without the prior written consent of the other party, except where otherwise expressly agreed.

15.2. No rights in MA-UNI ownership are transferable by the Partner because no such ownership rights are granted under this Agreement.

Specific collaborations may be documented through separate appendices or project agreements, including:

• Technical Development Agreement
• Intellectual Property Schedule
• Economic and Commercial Terms
• Manufacturing Agreement
• Brand and Trademark License
• MA-UNI® ORIGIN Technology Schedule
• Confidentiality / NDA

17.1. The governing law of the final agreement shall be:

_______________________________________________

17.2. Any dispute resolution mechanism, including court jurisdiction or arbitration, shall be agreed by the parties in the final executed version of the Agreement.

MA-UNI contributes its concept, identity, platform, existing development and intellectual foundation.

The Partner contributes its own technology, knowledge, engineering capabilities, design capabilities, manufacturing resources, capital, market access or other relevant expertise.

Each party retains ownership of its fundamental assets unless expressly agreed otherwise.

The objective is to combine complementary capabilities in order to create products and technologies whose resulting value may exceed what either party could reasonably create independently.