MEMORANDUM OF UNDERSTANDING (MOU) All Safe City OÜ (ASC)

MEMORANDUM OF UNDERSTANDING (MOU) January 8, 2025 BETWEEN All Safe City OÜ (ASC) Register code: 16249500 Operating address: Pirita tee 20a/1 Tallinn Harjumaa 12011 Legal address Pirita tee 20a/1 Kesklinna linnaosa, Tallinn Harju maakond 12011 AND Tallinn Technical University (TalTech) Tallinna Tehnikaülikool Register code: 74000323 Operating address: Ehitajate tee 5 Tallinn Harjumaa 19086 Legal address Ehitajate tee 5 Mustamäe linnaosa, Tallinn Harju maakond 19086 1 1. Purpose This Memorandum of Understanding (MOU) and Non-Disclosure Agreement (NDA) establish a collaborative framework between All Safe City (ASC) and Tallinn Technical University (TalTech). The purpose is to validate the Active Air Protection System (AAPS), explore AI and machine learning applications, and safeguard confidential information exchanged during the collaboration. 2. Scope of Cooperation The cooperation will take place in three phases, covering air purification testing, data collection, and advanced AI development, in accordance with the proposal submitted by TalTech and the agreement to be concluded between the parties: Phase 1: Physical and Platform Testing ● Validate the AAPS’s air purification performance under controlled laboratory conditions. ● Test controllable parameters such as fan speed and UV light ON/OFF via ASC’s existing app and cloud platform. ● Conduct initial environmental testing for performance under varying temperature and humidity levels. Phase 2: Data Collection and Integration ● Deploy AAPS devices in real-world environments (schools, elderly care, public facilities) to collect and bundle over 12,000 lines of sensor data. ● Consolidate the data through ASC’s cloud platform and API access for TalTech’s analysis. Phase 3: AI Sorting and Advanced Applications ● Develop AI/ML models for anomaly detection, environmental predictions, and real-time actionable insights. ● Integrate data into an AI-driven “sorting station” for advanced applications, such as Smart City solutions, healthcare insights, and sustainability tools. 2 3. Confidentiality and Non-Disclosure Terms Both parties agree to: 1. Definition of Confidential Information: ○ All technical, business, operational, and proprietary information is shared, including but not limited to device performance, testing results, software, algorithms, designs, and research data. ○ Any data accessed through the ASC platform or APIs, including sensor outputs, anonymized user data, and analytics. 2. Obligations: ○ Both ASC and TalTech shall: ■ Use Confidential Information solely for the purposes of the collaboration outlined in this agreement. ■ Maintain strict confidentiality and protect all shared information against unauthorized access or disclosure. ■ Ensure that Confidential Information is shared only with personnel or students directly involved in testing or research, on a need-to-know basis. ○ Confidentiality obligations remain in effect for 5 years after the termination of this agreement. 3. Exclusions: ○ Information already in the public domain or independently developed without access to Confidential Information is excluded from confidentiality obligations. 4. Return or Destruction of Information: ○ Upon termination, all Confidential Information, whether written or digital, shall be returned or destroyed, unless required for academic research (with prior ASC approval). 4. Intellectual Property Rights (IPR) 1. Existing IP: ○ All existing technologies, designs, and solutions (material) belonging to the ASC remain the exclusive property of the ASC. TalTech retains ownership of its existing intellectual property. 3  ○ If ASC transfers material protected by intellectual property rights to TalTech for the purpose of implementing the cooperation project, the company shall also grant TalTech the right (license) to use said materials for the purpose of implementing the project. ASC confirms that it holds all intellectual property rights to the transferred material, and ASC shall be solely liable for any infringements of intellectual property rights of third parties that may be raised by third parties in connection with the use, improvement, modification, etc., of the transferred material. ○ If intellectual property belonging to TalTech is necessary for the ASC’s business activities, TalTech shall grant the company the right to use such intellectual property. The terms of use of the intellectual property shall be agreed upon in good faith, presumably for a reasonable fee. ○ ASC shall also have a preferential right to acquire a sole license or acquire ownership with a right of first refusal to the proprietary intellectual property rights to the intellectual property created by TalTech during the cooperation, if TalTech wishes to dispose of the intellectual property or grant its use under a sole license. 2. New Developments: ○ Any innovations, enhancements, or discoveries directly derived from ASC’s ideas or technologies remain the property of ASC. TalTech will have the right to use such developments strictly for academic, non-commercial purposes, with the Company's prior written consent. This consent will be granted in good faith and without undue delay unless justifiable reasons are provided. ○ The ownership of new intellectual property first created during the implementation of the project activities, and which inevitably uses or incorporates material transferred by ASC shall be determined in accordance with the Copyright Act. As a general principle, the author of a derivative work acquires copyright to their own work. 3. Jointly Developed IP: ○ Any jointly created intellectual property will be subject to a separate, mutually agreed-upon agreement for ownership, usage, and commercialization. 4 5. Roles and Responsibilities ASC Responsibilities: ● Provide AAPS devices, technical documentation, and API access for testing and research. ● Cover costs for initial deployment and facilitate collaboration with TalTech teams. ● Maintain sole ownership of any shared platforms, data, and results derived from ASC technologies. TalTech Responsibilities: ● The cooperation project is coordinated by AI and Robotics Estonia Center of Excellence in TalTech and will engage the necessary parties and manage all documentation related to the agreement's conclusion and execution. ● Conduct testing and validation phases, including environmental performance and data integration. ● Offer expertise in AI/ML modeling and provide analytical support. ● Engage students and researchers in testing processes under strict confidentiality guidelines. 6. Timeline Phase 1: Physical and Platform Testing Q1 2025 – Q2 2025 Phase 2: Data Collection & Integration Q2 2025 – Q4 2025 Phase 3: AI Sorting & Development Q2 2025 – Q4 2025 5 7. Dispute Resolution Any disputes arising under this agreement will be resolved amicably between the parties. If unresolved, disputes will be submitted to the courts in Tallinn, Estonia. 8. Term and Termination This agreement takes effect upon the signature of both parties and will remain valid for two (2) years unless terminated earlier by mutual written consent. Upon termination, all confidentiality and IP obligations outlined herein remain in force. 9. Mutual Benefits ● ASC: Gain academic expertise for testing, validation, and AI/ML development. ● TalTech: Access cutting-edge technology, real-world testing opportunities, and collaborative AI research for societal benefit. 10. Signatures All Safe City (ASC): Name: Gennadi Batsoutenko Title: CEO Date: _________________________ Tallinn Technical University (TalTech): Name: Kirke Maar Title: Head of AIRE Date: _________________________ 6