Delegated Administration Agreement

This Delegated Administration Agreement ("Agreement") is entered into among the Customer identified below ("Customer"), the Partner identified below ("Partner"), and acknowledges the platform terms of MiseCentral LLC ("MiseCentral"). MiseCentral is not a party to Partner's professional services obligations but hosts the Services through which delegation is enforced.

Customer: _________________________________ Partner: _________________________________ Customer Organization ID: _________________ Effective Date: ___________________________

Capitalized terms have the meanings in the MiseCentral Legal Library Defined Terms and the Customer's Agreement with MiseCentral.

1. Purpose

1.1. Customer desires to grant Partner limited administrative access to Customer's organization in the Services to perform agreed implementation, configuration, training, or support services.

1.2. This Agreement defines delegation scope, Support Mode rules, data ownership, commercial boundaries, and termination mechanics supplemental to Customer Delegation controls in the Services.

1.3. Customer remains the sole controller of Customer Data and the ultimate decision-maker for operational, safety, regulatory, and business choices in Customer facilities.

2. Delegation Grant

2.1. Customer grants Partner a limited, revocable delegation to access Customer's organization in the Services with permissions selected in the delegation configuration ("Delegation Scope").

2.2. Delegation Scope may include, as explicitly enabled by Customer:

(a) user and role administration within seat limits;

(b) workflow, scheduling, and operational configuration;

(c) Connected Services and Connected Device registration assistance;

(d) migration and import/export operations;

(e) quality, food-safety, and traceability record configuration; and

(f) Partner Support Mode for ticket-bound assistance.

2.3. Delegation Scope excludes unless Customer separately enables and MiseCentral commercially authorizes:

(a) viewing or modifying subscription invoices, payment methods, or billing history;

(b) purchasing seat additions or plan changes chargeable to Customer;

(c) exporting bulk Customer Data outside migration scope; and

(d) delegating access to sub-partners without Customer approval.

2.4. Customer may modify or revoke Delegation Scope at any time through organization administration. Revocation takes effect promptly in the Services.

3. Partner Support Mode

3.1. Partner performs mutations requiring elevated assistance through Partner Support Mode, not by impersonating Customer Authorized Users.

3.2. Partner Support Mode requires:

(a) an active Customer Delegation;

(b) a linked support or implementation ticket with documented reason;

(c) MFA enrollment and verification on the Partner User identity;

(d) duration limits and automatic session expiration;

(e) customer-visible notification of Partner assistance; and

(f) audit logging of actions attributable to the Partner User.

3.3. Partner must not request Customer passwords, shared credentials, or personal administrator accounts as a substitute for Partner Support Mode.

3.4. MiseCentral staff may concurrently use Support Mode under separate MiseCentral governance. Partner must not interfere with Customer visibility into MiseCentral assistance.

4. Customer Data Ownership and Processing

4.1. Customer retains all right, title, and interest in Customer Data, including Operational Evidence, quality records, food-safety documentation, and traceability data.

4.2. Partner processes Customer Data solely on Customer's documented instructions within Delegation Scope to perform services under this Agreement and the Partner Agreement with MiseCentral.

4.3. Partner acts as Customer's processor or service provider for Personal Data accessed during delegated services, under applicable Data Protection Laws and Customer's privacy program.

4.4. Partner must not:

(a) use Customer Data for Partner's unrelated business purposes;

(b) combine Customer Data with unrelated datasets for resale or analytics;

(c) use Customer Data to train generalized AI models without Customer's explicit written authorization; or

(d) retain Customer Data beyond project needs except as required by law or Customer instruction.

4.5. MiseCentral processes Customer Data under the Customer Agreement and DPA. Partner access does not alter MiseCentral's processor role or Customer's ownership.

5. Operational Recommendations

5.1. The Services may generate Operational Recommendations, including Company Brain outputs. Such outputs are advisory.

5.2. Partner must not represent Operational Recommendations as binding instructions, regulatory approvals, or substitutes for Customer's qualified personnel.

5.3. Partner configures workflows and trains Customer users to review recommendations against Operational Evidence and facility policies.

6. Seats and Licensing

6.1. Partner may assign Authorized Users or roles only within Customer's licensed seat count. Assigned Users plus pending invitations must not exceed licensed seats.

6.2. Partner must not create shadow accounts or duplicate users to evade seat limits.

6.3. Seat increases require Customer authorization through Customer administrators or Order Form process.

7. Connected Services, Devices, and Marketplace

7.1. Partner may assist Customer in enabling Connected Services, Connected Devices, API Clients, Service Accounts, and Marketplace offerings within Delegation Scope.

7.2. Customer administrators retain authority to revoke integrations and uninstall Marketplace offerings.

7.3. Partner documents integration scopes and credential ownership for Customer records.

8. Confidentiality

8.1. Partner treats Customer Data and non-public Customer business information as Customer Confidential Information.

8.2. Partner implements reasonable security measures and limits access to Partner Users with need to know.

8.3. Confidentiality survives termination for five (5) years or longer for trade secrets and Personal Data as required by law.

9. Security Incidents

9.1. Partner notifies Customer without undue delay upon confirming unauthorized access to Customer Data in Partner's possession or Partner Support Mode compromise.

9.2. Partner cooperates with Customer and MiseCentral in containment, investigation, and remediation within Partner's control.

10. Commercial and Billing Boundaries

10.1. Partner has no right to view Customer invoices, payment instruments, or MiseCentral commercial billing details in the Services unless Customer and MiseCentral authorize in writing through reseller or billing delegation features.

10.2. Professional services fees between Customer and Partner are outside MiseCentral's Agreement unless stated in an Order Form.

10.3. Partner must not commit Customer to commercial terms with MiseCentral without Customer administrator authorization.

11. Term and Termination

11.1. This Agreement begins on the Effective Date and continues until revoked by Customer or terminated by either Party upon written notice for material breach uncured within thirty (30) days.

11.2. Upon termination, Partner ceases Partner Support Mode sessions, confirms deletion of Customer Data copies held by Partner, and returns project materials to Customer.

11.3. Revocation in the Services is effective immediately for access regardless of written notice status.

12. Warranties and Liability

12.1. Partner performs services in a professional and workmanlike manner.

12.2. PARTNER'S LIABILITY TO CUSTOMER FOR DELEGATED SERVICES IS GOVERNED BY THE PARTIES' PROFESSIONAL SERVICES AGREEMENT OR SOW. MISECENTRAL IS NOT LIABLE FOR PARTNER ACTS EXCEPT AS STATED IN CUSTOMER'S MISECENTRAL AGREEMENT.

12.3. Customer indemnifies Partner for claims arising from Customer instructions within Delegation Scope that violate law, except Partner's gross negligence or willful misconduct.

13. Governing Law

13.1. This Agreement is governed by the laws specified in Customer's Agreement with MiseCentral unless Customer and Partner expressly agree otherwise in writing. If silent, Delaware law applies excluding conflict-of-laws principles.

14. Notices

Customer: as designated in organization settings Partner: as registered in Partner Portal MiseCentral platform notices: legal@misecentral.com

15. Execution

CUSTOMER

By: ___________________________ Name: Title: Date:

PARTNER

By: ___________________________ Name: Title: Date:

Acknowledged — MiseCentral LLC (platform acknowledgment only; not a party to Partner services)

By: ___________________________ Name: Title: Date: