8-K
Next Technology Holding Inc. (NXTT)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): September 26, 2025
Next Technology Holding Inc.
(Exact name of Company as specified in charter)
| Wyoming | 001-41450 | 84-4948289 |
|---|---|---|
| (State or other jurisdiction of | (Commission File Number) | (I.R.S. Employer |
| incorporation or organization) | Identification Number) |
Room 519, 05/F Block T3
Qianhai Premier Finance Centre Unit 2
Guiwan Area, Nanshan District, Shenzhen, China518000
+44-7421477289
(Address, including zip code, and telephone number, including area code, of principal executive offices)
Wyoming Registered Agent
1621 Central Ave Cheyenne, Wyoming 82001
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Company under any of the following provisions (see General Instruction A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common Stock | NXTT | Nasdaq Capital Market |
Item 1.01. Entry into a Material DefinitiveAgreement
Between June, 2025 and August, 2025, Next Technology Holding Inc., a Wyoming corporation (the “Company”), entered into four commercial customer agreements (each, an “Agreement”) with customers in the hotel management, smart water-system management, and crypto mining industries. Under the Agreements, the Company agrees to provide AI-enabled monitoring and management systems, and relevant training and support services tailored to each customer’s specific business needs, in exchange for service fees.
The Agreements provide for an aggregate committed contract value of approximately $12.59 million, consisting of recurring subscription and service fees to be paid by instalments over the contract term. Each Agreement includes customary service-level commitments, performance acceptance criteria, data-security and confidentiality covenants, payment terms, and termination rights. As of the date of this Current Report on Form 8-K, the Company has received approximately $5.09 million in service fees under the Agreements. In compliance with ASC 606, the Company recognized revenue of approximately $1.79 million with respect to the Agreements.
This summary of the Agreements does not purport to be complete and is qualified in their entirety by reference to the provisions of the respective Agreements, a copy of which is filed as Exhibits 10.1, 10.2, 10.3 and 10.4.
Item 8.01. Other Events
The Company continues to pursue a dual strategy of providing software development services and acquiring and holding bitcoin. The Company’s AI-enabled software development services are primarily provided in Hong Kong, Singapore, and other Asian markets under a SaaS+AI model focused on customized development projects. Its platforms integrate cloud computing, big data, and AI algorithms to support industry-specific customized solutions with three core directions: 1) For the hospitality industry, develop AI-enabled security monitoring SaaS platforms; 2) For the water sector build smart water-energy synergy SaaS systems; 3) For the Bitcoin mining industry provide integrated solutions of liquid cooling hardware + SaaS group control management systems.
To support business development and expansion, the Company is scaling its organization. It currently employs 21 people, including an R&D team of approximately 10 engineers, and plans to expand to approximately 30 employees by the end of 2025.
As a result of the business expansion, the Company secured approximately $12.59 million in contracts in the first three quarters of 2025. Reference is made to the disclosure under Item 1.01 above, which is hereby incorporated in this Item 8.01 by reference. The Company is actively negotiating additional SaaS+AI contracts with an aggregate potential value of approximately $40 million which, if successfully executed, the Company believes will position it for further growth and expansion.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
The following are filed as Exhibits to this Report.
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Forward Looking Statements
This Current Report on Form 8-K contains “forward-looking statements” within the meaning of federal and state securities laws. Such statements can be identified by words such as “will likely result,” “expect,” “anticipate,” “estimate,” “believe,” “intend,” “plan,” “project,” “outlook,” “should,” “could,” “may” or words of similar meaning and include, but are not limited to, statements regarding our future business and financial performance and prospects, including our expectations regarding the transactions and developments described in this Current Report on Form 8-K, such as the expansion of organization and execution of additional contracts. Such forward-looking statements are based upon the current beliefs and expectations of our management and are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are difficult to predict and generally beyond our control. Actual results and the timing of events may differ materially from the results included in such forward-looking statements. Investors are cautioned not to place undue reliance on the forward-looking statements in this Current Report on Form 8-K, which information set forth herein speaks only as of the date hereof. The Company does not undertake, and it expressly disclaims, any intention or obligation to update any forward-looking statements made in this Current Report on Form 8-K, whether as a result of new information, future events or otherwise, except as required by law. A list and description of risks, uncertainties and other factors that could cause or contribute to differences in the Company’s results can be found in its filings with the SEC, including its most recent Annual Report on Form 10-K and subsequent filings. The Company qualifies all of its forward-looking statements by these cautionary statements.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Next Technology Holding Inc. | |
|---|---|
| By: | /s/ Weihong LIU |
| Name: | Weihong LIU |
| Title: | Chief Executive Officer |
Dated: September 26, 2025
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Exhibit 10.1
Contract for MiningMachine Liquid Cooling System
Development and Technical Service Platform
2025.7.15
1. Parties to the Contract
Party A (Client): X CAPITAL INVESTMENT PTE. LTD.Address: 2 VENTURE DRIVE 11-31 VISION EXCHANGE SINGAPORE 608526
Party B (Service Provider): Next Technology Holding Inc.Address: 1621 Central Ave Cheyenne, WY 82001
Whereas Party A isa company registered in the British Virgin Islands, planning to operate a large-scale mining farm equipped with 6,500 Bitmain S19K Promining machines in Malaysia; Party B is a US-listed company with extensive technical expertise in SaaS, specializing in industrial coolingsolutions and equipment management systems. Both parties agree to enter into this agreement for the development of a mining machine liquidcooling system.
2. Project Scope andTechnical Requirements
2.1 Party B shall developa complete immersion liquid cooling system for 6,500 S19K Pro mining machines (rated hashrate 115TH/s, rated power consumption 2645W)to operate immersed in transformer oil.
2.2 The system shallcomply with the requirements of IEC 60296 “Electrotechnical Fluids - Mineral Insulating Oils for Electrical Equipment” and usemineral insulating oil that meets the specifications of this standard as the cooling medium.
2.3 The liquid coolingsystem shall include the following subsystems:
| ● | Cooling tank design |
|---|---|
| ● | Oil circulation and filtration system |
| --- | --- |
| ● | Heat exchange system design (allowing wasteheat recovery for domestic heating, pool heating, and other environmentally friendly solutions) |
| --- | --- |
| ● | Temperature monitoring and automatic regulationsystem (operating temperature range 20-60°C) |
| --- | --- |
| ● | Corrosion protection and electrical insulationguarantee system testing |
| --- | --- |
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3. Functional Requirementsfor Group Control Management System
3.1 Party B shallprovide a SaaS-based group control management system with the following functions:
| ● | Real-time monitoring of all mining machines’operational status, hashrate performance, and power consumption data |
|---|---|
| ● | Intelligent scheduling algorithms to optimizethe overall efficiency of the mining machine group |
| --- | --- |
| ● | High-precision path planning for cooling fluiddistribution |
| --- | --- |
| ● | Fault early warning and automatic diagnosisfunctions |
| --- | --- |
| ● | Energy efficiency analysis and report generation |
| --- | --- |
3.2 The system shallsupport interfaces for integration with Party A’s existing mining farm management system and provide data statistical analysis functions.
4. Performance Guarantees
4.1 Party B guaranteesthat the liquid cooling system will increase the overall hashrate of the mining farm by at least 3% and improve thermal efficiency byover 30%.
4.2 The system shallreduce mining machine operating noise to below 40 decibels and provide 7×24 uninterrupted operation capability with annual availabilityof no less than 99.9%.
5. Delivery and Timeline
5.1 Party B shallcomplete system design and prototype testing within 12 weeks after contract effectiveness, and complete durability testing within 24 weeks.
5.2 The project implementationis divided into three phases:
| ● | Phase 1: System design and technical solutionvalidation (4 weeks) |
|---|---|
| ● | Phase 2: Prototype development and testing(12 weeks) |
| --- | --- |
| ● | Phase 3: durability testing (24 weeks) |
| --- | --- |
6. Payment Terms
6.1 The total contractamount is 660,000 US dollars, including all hardware, software development, and system integration costs.
6.2 Payments shallbe made in three installments:
First installment:15% of total amount after design validation approval
Second installment:35% of total amount after deployment completion
Third installment:50% of total amount after 30 days of stable system operation
6.3 With the consentof both parties, a third party may handle the collection and payment of funds on behalf of others
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7. Intellectual Propertyand Confidentiality
7.1 Party B retainsintellectual property rights of pre-existing technologies, while Party A obtains perpetual usage rights of project deliverables.
7.2 Both parties agreeto maintain confidentiality of contract content and business information obtained during project implementation, with a confidentialityperiod of 5 years after contract termination.
8. Warranty and Support
8.1 Party B providesa 180-day system warranty period, including free replacement of all hardware components and continuous updates of software systems.
8.2 After the warrantyperiod, Party B provides annual maintenance services including coolant testing and system performance optimization, with an annual servicefee of 15% of the total contract amount.
9. Liability for Breachof Contract
9.1 If Party B failsto deliver on time or the system does not meet agreed performance indicators, it shall pay 0.15% of the total contract amount per weekof delay as liquidated damages, up to a maximum of 15% of the total amount.
9.2 If Party A failsto make payments as agreed, it shall pay 0.15% of the overdue amount per week as late payment fees, and Party B has the right to suspendservices until payment is received.
10. Force Majeure
In the event of forcemajeure (such as natural disasters, war, strikes, etc.) preventing performance of contractual obligations, the affected party shall notbe liable for breach but shall notify the other party as soon as possible.
11. Governing Lawand Dispute Resolution
11.1 This contractshall be governed by the laws of Singapore.
11.2 Any disputesarising from this contract shall first be resolved through friendly negotiation; if negotiation fails, the dispute shall be submittedto the International Court of Arbitration of the International Chamber of Commerce for arbitration in accordance with its rules.
12. Contract Effectivenessand Term
12.1 This contract becomeseffective upon signature by authorized representatives of both parties and remains valid for three years.
12.2 The parties maynegotiate renewal 60 days prior to contract expiration.
X CAPITAL INVESTMENTPTE. LTD.
Signature for PartyA: /s/ X CAPITAL INVESTMENT PTE. LTD.
Date: 2025.7.15
Next Technology HoldingInc.
Signature for PartyB: /s/ Next Technology Holding Inc.
Date: 2025.7.15
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List of Attachments
A: Detailed Technical Specifications
A.1 Cooling Medium
| a) | Type : Mineral insulating oil conforming to IEC 60296 standard |
|---|---|
| b) | Key Performance Indicators: |
| --- | --- |
| – | Flash Point: ≥ 150°C |
| --- | --- |
| – | Fire Point: ≥ 170°C |
| --- | --- |
| – | Viscosity (40°C) (40°C): ≤ 11 mm²/s |
| --- | --- |
| – | Pour Point: ≤ -40°C |
| --- | --- |
| – | Dielectric Strength: ≥ 30 kV/2.5mm |
| --- | --- |
A.2 Cooling Tank System
| a) | Material: Stainless steel SS304 or higher grade, with anti-corrosion coating |
|---|---|
| b) | Safety Requirements: Equipped with liquid level sensors, pressure relief valves, and leak<br>detection sensors |
| --- | --- |
A.3 Oil Circulationand Filtration System
| a) | Pumps: Oil-resistant, low-noise magnetic drive pumps with redundant backup design |
|---|---|
| b) | Flow Rate: Ensure oil flow velocity in each mining machine module ≥0.5 m/s to guarantee<br>heat exchange efficiency |
| --- | --- |
| c) | Filtration Precision: Three-stage filtration system, final filtration precision ≤ 10 microns,<br>ensuring oil cleanliness |
| --- | --- |
| d) | Piping: Oil-resistant, high-temperature resistant composite or metal pipe |
| --- | --- |
A.4 Heat ExchangeSystem
| a) | Type: Plate Heat Exchanger |
|---|---|
| b) | Primary Side (Oil Loop): Inlet temperature: 55-60°C, Outlet temperature: ≤ 45°C |
| --- | --- |
| c) | Secondary Side (Cooling Side): Support interface with chillers or district heating systems |
| --- | --- |
| d) | Waste Heat Recovery Interface: Provide standardized interfaces to extract high-temperature<br>oil (~55°C) for heating purposes |
| --- | --- |
A.5 Monitoring andControl System
| a) | Temperature Monitoring Points: Each cooling tank shall be equipped with at least 4 temperature<br>sensors (inlet, outlet, middle) |
|---|---|
| b) | Control Accuracy: Oil temperature controlled within ±2°C of the set value |
| --- | --- |
| c) | Data Acquisition: Real-time collection of all mining machines’ chip temperature, board temperature,<br>hashrate, and power consumption data |
| --- | --- |
| d) | Communication Interface: Support protocols such as Ethernet, Modbus TCP/RTU for integration<br>with Party A’s existing systems |
| --- | --- |
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B: Project Schedule
| Phase | Key Tasks | Deliverables | Duration | Milestone |
|---|---|---|---|---|
| Phase 1: Design & Validation | 1. Final requirement confirmation<br><br>2. Detailed system design (Mechanical, Electrical, Software)<br><br>3. Key equipment selection and procurement<br><br>4. Technical solution review | 1. System Design Document (SDD)<br><br>2. 3D Models and Drawings | 4 Weeks | Sign-off on Design Validation Approval by Party A |
| Phase 2: Prototype Dev & Test | 1. Build one full functional prototype unit<br><br>2. Subsystem integration testing<br><br>3. Initial performance testing (Hashrate, Cooling, Noise)<br><br>4. SaaS platform basic function development and testing | 1. Operational Prototype System<br><br>2. Prototype Test Report<br><br>3. SaaS Platform Test Account | 12 Weeks | Prototype meets performance guarantees in Clause 4.1 |
| Phase 3: Durability Test & Deployment | 1. Scale deployment to 500 miners<br><br>2. Conduct continuous 500-hour durability test<br><br>3. Full SaaS platform integration and stress testing<br><br>4. Party A personnel training | 1. Full System Deployment Completion<br><br>2. Durability Test Report<br><br>3. System Operation & Maintenance Manual<br><br>4. Training Completion Certificate | 24 Weeks | Sign-off on Final Acceptance Certificate by Party A |
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C: Acceptance Criteria and Test Plan
C.1 Prototype Acceptance Test
| a) | Test Objec: A prototype unit consisting of 50 mining machines |
|---|---|
| b) | Test Duration: Continuous full-load operation for 72 hours |
| --- | --- |
| c) | Acceptance Criteria |
| --- | --- |
| 1. | Thermal Efficiency: System PUE (Power Usage Effectiveness) ≤ 1.05 (i.e., cooling system power consumption <5%),<br>improved by over 30% compared to air cooling (PUE~1.2) |
| --- | --- |
| 2. | Noise Level: Noise measured at 1 meter from the equipment ≤<br>40 dB。 |
| --- | --- |
| 3. | Temperature Control: Oil temperature stable within ±2°C of the set value (e.g., 45°C), miner chip temperature<br>≤ 70°C |
| --- | --- |
| d) | Result: The test report signed by both parties shall serve as the basis for the second payment |
| --- | --- |
C.2 Final Acceptance Test
| a) | Test Object: 500 mining machines and the entire SaaS platform |
|---|---|
| b) | Test Duration: Continuous stable operation for 168 hours (7 days) |
| --- | --- |
| c) | Acceptance Criteria: |
| --- | --- |
| 1. | Availability: Overall system availability ≥ 99.9% (downtime not exceeding 10 minutes within<br>7 days) |
| --- | --- |
| 2. | Performance Stability: Hashrate fluctuation of all miners < ±5% |
| --- | --- |
| 3. | SaaS Platform Functionality / SaaS: All functions (real-time monitoring, intelligent scheduling,<br>fault warning, energy efficiency analysis) operate normally with accurate data |
| --- | --- |
| 4. | No Major Failures: No hardware or software failures causing system shutdown |
| --- | --- |
| d) | Result: The test report signed by both parties shall serve as the basis for the third and final<br>payment |
| --- | --- |
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D: Warranty and Maintenance Service Details
D.1 Warranty Period
| a) | 180 calendar days commencing from the date of Final Acceptance |
|---|
D.2 Scope of Warranty
| a) | Includes: Free repair or replacement of all hardware equipment provided by Party B under this<br>contract (tanks, pumps, heat exchangers, sensors, etc.). Free bug fixes and functional optimizations for the software system |
|---|---|
| b) | Excludes |
| --- | --- |
| – | Damages caused by Party A’s improper operation, accidents, or force majeure |
| --- | --- |
| – | Natural consumption and replenishment of cooling medium (Party B is responsible for initial filling) |
| --- | --- |
| – | Equipment or software not provided by Party B |
| --- | --- |
D.3 Response and Support
| a) | Technical Support Hotline: 7x24 hours bilingual (Chinese/English) technical support hotline |
|---|---|
| b) | Remote Diagnosis: Party B can perform remote diagnosis and troubleshooting via the SaaS platform |
| --- | --- |
| c) | On-site Response: For hardware failures that cannot be resolved remotely, Party B commits<br>to dispatching an engineer to the site (Malaysia mining farm) within 48 hours after notification |
| --- | --- |
D.4 Post-WarrantyMaintenance Service
| a) | Service Content: |
|---|---|
| – | Regular on-site inspection (quarterly) |
| --- | --- |
| – | Annual testing and analysis report of cooling oil |
| --- | --- |
| – | System performance optimization recommendations |
| --- | --- |
| – | Continuous software system updates (security patches, minor function updates) |
| --- | --- |
| – | Priority and discounted hardware repair services |
| --- | --- |
| b) | Service Fee: Annual service fee is 15% of the total contract amount, payable annually in advance |
| --- | --- |
| c) | Agreement: Both parties must sign a separate annual maintenance service agreement 30 days<br>prior to the expiration of the warranty period |
| --- | --- |
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E: Current situation of Bitcoin miningfarms
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Exhibit 10.2
Hotel Monitoring and Management Software NEXT SMS System
Development Agreement
Date of Signing: 2025, June 27
Parties to the Agreement
Party A (Client): ALOHA Asia Pacific Limited
Party B (Developer): Next Technology Holding Inc.
Whereas:
| 1. | Party A is a company established and existing in accordance with the relevant<br>laws and regulations of Hong Kong, with full legal personality. It has obtained authorization through a board resolution to purchase the<br>AI+SaaS technical support system NEXT SMS pursuant to this Agreement, and operates 20 hotels and resorts in the Asia-Pacific region; |
|---|---|
| 2. | Party B is a limited liability company established and existing in accordance<br>with the registration requirements of the U.S. Securities and Exchange Commission (SEC) and the Securities Exchange Act of 1934. Its common<br>stocks are publicly traded on the NASDAQ Stock Exchange (NASDAQ ticker symbol: NXTT). With complete legal status, Party B is deeply engaged<br>in the field of artificial intelligence + software-as-a-service development, and has profound technical accumulation especially in intelligent<br>security management systems, AI model quantization and deployment, federated learning, real-time AI inference engine development, data<br>encryption, SaaS multi-tenant architecture design, and edge AI computing. It also holds authoritative technical certifications such as<br>ISO 27001, AWS AI/ML Certification, and Microsoft Azure SaaS Solution Certification; |
| --- | --- |
| 3. | Due to business and technical upgrading needs, Party A urgently needs to<br>build the NEXT SMS System (AI+SaaS technical support system, hereinafter referred to as the “NEXT SMS System”) centered on hotel<br>security management services (integrating AI-driven intelligent analysis, edge-cloud collaborative computing, and cloud-based SaaS service<br>capabilities) to improve operational efficiency, strengthen hotel security monitoring capabilities, and reduce potential security risks.<br>Party B undertakes to provide full-cycle consulting services, including demand diagnosis, AI model customization and fine-tuning, system<br>integration, AI model compression and optimization, performance tuning, and continuous maintenance; |
| --- | --- |
- Definitions and Interpretations
1.1 “NEXT SMS System” (Hotel Monitoring and Management Software AI+SaaS Platform, hereinafter referred to as the “NEXT SMS System”) refers to the cloud-based software service platform developed by Party B for Party A. This platform integrates AI-driven core functions (such as anti-counterfeiting face recognition, behavior recognition, risk prediction model, edge AI inference, and anomaly detection algorithm) and SaaS basic functions (real-time video monitoring, motion detection, alarm management, encrypted storage, remote access, and intelligent report generation). Adopting a SaaS multi-tenant architecture, the platform can uniformly manage 20 hotels/resorts (each with independent data isolation and permission control) and enable convenient access through web browsers and mobile applications.
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1.2 “Development Cycle” refers to an 18-month period from the effective date of this Agreement to the final acceptance date, divided into three phases: Phase 1 (Demand Analysis and AI Model Architecture Design), Phase 2 (AI Algorithm Development and SaaS Multi-Tenant System Testing), and Phase 3 (Edge AI Gateway Deployment and AI Function Training of the NEXT SMS System).
1.3 “Acceptance Criteria” refers to the various technical standards and functional standards specified in Appendix I, including but not limited to AI model performance indicators (precision, recall rate, F1 score), SaaS multi-tenant isolation effect, stability of the NEXT SMS System, response speed, compliance with Hong Kong PDPO (Personal Data (Privacy) Ordinance), and compatibility with third-party devices.
1.4 “Service Level Agreement (SLA)” refers to Party B’s commitment to ensure the availability of the NEXT SMS System after launch (≥99.9%), AI inference service throughput (≥500 TPS per hotel), AI model accuracy retention rate (≥95% within 6 months), fault response time (≤4 hours), and fault resolution time (≤24 hours), as described in Article 6.
1.5 “AI Model” refers to the machine learning models developed by Party B for the NEXT SMS System, including but not limited to deep learning-based face recognition models, Convolutional Neural Network (CNN) behavior classification models, Long Short-Term Memory (LSTM) risk prediction models, and lightweight TensorRT-optimized edge inference models.
1.6 “Edge AI Inference” refers to the technical capability of deploying quantized AI models on local monitoring devices (such as cameras, NVRs, and edge AI gateways) to realize real-time analysis of video streams without relying on cloud computing resources, thereby reducing the end-to-end latency of the NEXT SMS System.
1.7 “SaaS Multi-Tenant Architecture” refers to a cloud service architecture in which a single instance of the NEXT SMS System serves 20 hotels/resorts (tenants), logically isolates tenant data (through data partitioning and permission mapping), shares hardware/software resources, and supports personalized configuration for each hotel.
1.8 “Federated Learning” refers to a distributed AI training technology where edge nodes of each hotel use their own anonymized video data to train AI models locally, and only upload model parameters (not raw data) to the cloud for aggregation. This ensures data privacy while improving the cross-scenario AI generalization capability of the NEXT SMS System.
1.9 “Edge AI Gateway” refers to the hardware-software integrated component deployed in each hotel, which is responsible for edge AI inference scheduling, video data preprocessing (cropping, compression), encrypted transmission between edge devices and the cloud, and local fault recovery of the AI services of the NEXT SMS System.
1.10 “AI Model Quantization” refers to the technical process of converting a 32-bit floating-point AI model into an 8-bit integer model to reduce the model size (≥70%) and inference latency (≥50%), adapt to the limited computing resources of edge devices, and ensure the operating efficiency of the NEXT SMS System at the edge.
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- Scope of Development Services
Party B shall provide the following development services for the NEXT SMS System (AI+SaaS), ensuring compliance with industry best practices (such as ISO/IEC 25010 Software Quality Standard, IEEE 802.11 Security Protocol), Hong Kong Security and Guarding Services Ordinance, and Party A’s operational requirements for 20 hotels/resorts:
2.1 Architecture Design of the NEXT SMS System (AI+SaaS)
| ● | Design a cloud-edge collaborative multi-tenant architecture to support ≥500 users accessing<br>the NEXT SMS System simultaneously across 20 hotels/resorts: Deploy a central cloud SaaS platform for unified management, and configure<br>1 edge AI gateway for each hotel to run quantized AI models (reducing cloud bandwidth usage by ≥40% and AI inference latency by<br>≥60%); |
|---|---|
| ● | Develop dedicated API interfaces for integration with Party A’s existing PMS (Property Management<br>System), access control system, and fire alarm system; design an AI model parameter synchronization protocol (to ensure real-time alignment<br>of cloud/edge AI models and avoid data consistency issues of the NEXT SMS System); |
| --- | --- |
| ● | Ensure the compatibility of the NEXT SMS System with mainstream surveillance cameras (such<br>as Hikvision, Dahua) and edge AI gateways that support ONVIF/GB28181 protocols, and optimize the deployment of AI models based on TensorRT/TFLite<br>for different hardware configurations (CPU/GPU/NPU) of edge devices. |
| --- | --- |
2.2 Core Function Development of the NEXT SMS System (AI+SaaS)
| ● | Real-time AI Monitoring Module: Supports multi-camera real-time monitoring, equipped with<br>AI-driven PTZ automatic tracking function (locks and follows abnormal targets through target detection algorithms), and video recording<br>using AI dynamic compression technology (adjusts bit rate according to motion intensity, saving storage space by ≥30%). This module<br>integrates a real-time AI inference engine, which can run quantized behavior recognition models locally to achieve inference latency<br>of ≤100 ms, ensuring the real-time performance of the NEXT SMS System; |
|---|---|
| ● | Intelligent AI Alarm System: Equipped with AI-driven motion detection technology (with a<br>false alarm rate of ≤3% through background modeling and noise reduction), AI-enhanced face recognition function (accuracy ≥98%<br>in low-light/backlight environments, supporting 3D anti-counterfeiting using depth camera data), AI anomaly detection technology (identifies<br>illegal intrusion, loitering, lost items, and elevator overloading based on CNN-LSTM hybrid model), and AI priority alarm routing system<br>(classifies alarms into high/medium/low risk levels through risk prediction models and pushes them<br>to designated personnel via SMS/email/APP), forming the core security capability of the NEXT SMS System; |
| --- | --- |
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| ● | AI Data Analysis Dashboard: Generates daily/weekly descriptive analysis reports (alarm frequency,<br>camera downtime, staff patrol records) and predictive analysis reports (high-risk area early warning, peak alarm time prediction) through<br>data mining algorithms. The dashboard also includes an AI model performance monitoring module, which displays real-time performance indicators<br>such as accuracy, recall rate, and inference latency of edge AI models in each hotel, providing data support for the operation and maintenance<br>of the NEXT SMS System; |
|---|---|
| ● | SaaS Multi-Tenant User Management: Supports Role-Based Access Control (RBAC) function to<br>achieve tenant-level permission isolation — hotel administrators can only manage the AI+SaaS functional modules of the NEXT SMS<br>System for their own hotels, while Party A’s headquarters has cross-tenant supervision rights. This module integrates AI-assisted operation<br>audit function (identifies unauthorized permission changes and abnormal login behaviors through anomaly detection algorithms) and retains<br>12-month operation trajectory records, complying with the compliance requirements of the NEXT SMS System. |
| --- | --- |
2.3 Security and Compliance Functions of the NEXT SMS System (AI+SaaS)
| ● | Encrypt the video data of the NEXT SMS System during transmission (TLS 1.3) and at rest (AES-256),<br>and implement AI-based dynamic data anonymization in accordance with PDPO (automatically mask guests’ faces, license plates, and room<br>numbers in the camera using semantic segmentation models); |
|---|---|
| ● | Adopt federated learning for AI model training of the NEXT SMS System — raw video data<br>is retained in each hotel, and only model parameters are uploaded to the cloud to avoid cross-hotel data leakage and meet the data localization<br>requirements of PDPO; |
| --- | --- |
| ● | Use SHAP/LIME algorithms to provide AI Model Explainability (XAI) reports for key decisions<br>of the NEXT SMS System (e.g., reasons for face recognition rejection, triggering of abnormal alarms), ensuring compliance with audit<br>requirements for AI-driven monitoring; |
| --- | --- |
| ● | Establish a data lifecycle management system for the NEXT SMS System in compliance with GDPR/PDPO<br>— AI analysis results are retained for 1 year, raw video data is retained for 30 days, and expired data is automatically deleted<br>through an AI-driven data cleaning strategy (prioritizing the deletion of non-critical footage). |
| --- | --- |
2.4 Testing and Optimization of the NEXT SMS System (AI+SaaS)
| ● | Conduct SaaS multi-tenant load testing: Verify whether the NEXT SMS System can support 20<br>concurrent tenants, 1000+ simultaneous video streams, and 500+ AI inference requests per second (TPS) without performance degradation; |
|---|---|
| ● | Conduct AI model verification testing: Entrust a third-party testing company to evaluate<br>the AI model performance of the NEXT SMS System using confusion matrix analysis, ROC curve verification, and adversarial attack resistance<br>testing (ensuring face recognition precision ≥97%, recall rate ≥96%, and behavior recognition ≥95%); |
| --- | --- |
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| ● | Optimize edge-cloud collaboration performance: Adjust the data preprocessing logic of the<br>Edge AI Gateway (cropping irrelevant video areas) and AI model quantization parameters (balancing precision and latency) to reduce the<br>end-to-end video transmission + AI inference latency of the NEXT SMS System to ≤200 ms; |
|---|---|
| ● | Conduct SaaS tenant isolation testing: Verify that data/configuration changes in the tenant<br>space of one hotel do not affect other tenants, and that the NEXT SMS System blocks unauthorized cross-tenant access attempts. |
| --- | --- |
2.5 Training and Documentation for the NEXT SMS System (AI+SaaS)
| ● | Provide on-site training (≥5 sessions) for Party A’s employees, including SaaS multi-tenant<br>operation training (tenant configuration, cross-hotel data viewing), AI model maintenance training (parameter adjustment, quantized model<br>update, federated learning node management), and AI troubleshooting training (inference failure recovery, model rollback), ensuring that<br>Party A can proficiently operate the NEXT SMS System; |
|---|---|
| ● | Deliver technical documents of the NEXT SMS System, including user manual, API specifications<br>(tenant-specific interfaces), AI model documents (algorithm principles, training datasets, quantization parameters, TensorRT optimization<br>logs), SaaS multi-tenant architecture diagram, Edge AI Gateway deployment guide, and federated learning operation manual. |
| --- | --- |
- Development Schedule and Deliverables
3.1 Phase 1 (Months 1-3): Demand Analysis and AI Model Architecture Design
| ● | Deliverables: Detailed demand specifications (including tenant-specific AI function requirements<br>of the NEXT SMS System for 20 hotels/resorts), multi-tenant system architecture design document of the NEXT SMS System (cloud-edge collaboration,<br>data isolation solution), AI model architecture plan (algorithm selection, federated learning node design, quantization plan), and UI/UX<br>prototype (tenant-specific dashboard). |
|---|---|
| ● | Milestone: Approval by Party A’s technical team. |
| --- | --- |
3.2 Phase 2 (Months 4-15): AI Algorithm Development and SaaS Multi-Tenant System Testing
| ● | Deliverables: Alpha/Beta versions of the NEXT SMS System (including quantized edge AI models,<br>SaaS multi-tenant core modules), test reports (AI model performance test results of the NEXT SMS System, SaaS multi-tenant load test<br>records, security penetration test reports), bug fix logs, and AI model optimization plans (adjustment plans for low recall rates in<br>specific hotel scenarios). |
|---|---|
| ● | Milestone: Successful completion of Beta<br>testing, with ≥95% of the core functions of the NEXT SMS System meeting the acceptance criteria (approved by Party A). |
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3.3 Phase 3 (Months 16-18): Edge AI Gateway Deployment and AI Function Training of the NEXT SMS System
| ● | Deliverables: Production-ready NEXT SMS System (deployed to 20 hotels/resorts with SaaS multi-tenant<br>function enabled), Edge AI Gateway configuration manual (provided per hotel), training materials (AI model maintenance of the NEXT SMS<br>System, SaaS tenant management), and User Acceptance Testing (UAT) report (covering tenant isolation verification, AI inference latency<br>testing, and federated learning function verification). |
|---|---|
| ● | Milestone: Final acceptance by Party A. |
| --- | --- |
- Development Fees and Payment Method
4.1 Total Development Fee: USD 4,220,000 (excluding taxes). This fee is calculated based on 20 hotels/resorts operated by Party A, with a unit price of USD 211,000 per hotel/resort (including AI model customization and quantization of the NEXT SMS System, SaaS multi-tenant development, Edge AI Gateway deployment, and federated learning node configuration).
4.2 Payment Schedule:
| ● | 50% (USD 2110000) shall be paid within 10 working days after signing this agreement as a<br>prepayment for the AI model architecture design and SaaS multi tenant framework construction of the NEXT SMS system; |
|---|---|
| ● | 50% (USD 2,110,000) shall be paid upon final acceptance (issued by Party A) after the NEXT<br>SMS System is fully deployed to 20 hotels/resorts, the SaaS multi-tenant isolation verification is completed, and the AI model performance<br>meets the acceptance criteria. |
| --- | --- |
4.3 Payment Method: Bank transfer to the designated account of Party B (Next Technology Holding Inc.).
- Rights and Obligations
5.1 Rights and Obligations of Party A
| ● | Provide clear requirements for the hotel-specific functions of the NEXT SMS System (such<br>as AI behavior recognition scenarios exclusive to resort hotels) and feedback; within 7 days after Party B’s request, grant access rights<br>to relevant systems/devices (including edge cameras and NVRs) of 20 hotels/resorts to ensure the smooth progress of the NEXT SMS System<br>development; |
|---|---|
| ● | Appoint a full-time project coordinator to communicate with Party B, and approve the deliverables<br>(such as the AI model architecture plan of the NEXT SMS System, SaaS multi-tenant design) within 10 days after submission; |
| --- | --- |
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| ● | Cooperate with Party B in preparing data<br>for federated learning — provide anonymized historical video data for each hotel within 15 days after the launch of Phase II, ensuring<br>compliance with PDPO and meeting the AI model training needs of the NEXT SMS System; |
|---|---|
| ● | Make payments in accordance with Article 4; if the payment is overdue for more than 15 days,<br>a late fee of 0.05% of the total overdue amount shall be charged daily. |
| --- | --- |
5.2 Rights and Obligations of Party B
| ● | Complete the development task of the NEXT SMS System in accordance with the schedule specified<br>in Article 3, ensuring that the SaaS multi-tenant isolation effect (100% data separation between tenants) and AI model performance (meeting<br>precision/recall indicators) comply with the acceptance criteria (Appendix I); |
|---|---|
| ● | Within 3 days after discovering risks (such as insufficient accuracy of the AI model in the<br>low-light environment of the hotel lobby, SaaS multi-tenant concurrency bottlenecks of the NEXT SMS System), notify Party A in writing<br>and propose feasible mitigation plans (such as fine-tuning the AI model using hotel-specific data, optimizing SaaS load balancing, etc.); |
| --- | --- |
| ● | Provide 12 months of post-launch technical support in accordance with the SLA (Annex II),<br>including quarterly AI model retraining (through federated learning), SaaS multi-tenant vulnerability repair of the NEXT SMS System,<br>and Edge AI Gateway firmware update; |
| --- | --- |
| ● | Ensure that the NEXT SMS System does not infringe any third party’s intellectual property<br>rights — especially AI algorithms, quantized model weights, SaaS multi-tenant core codes, etc. In case of infringement claims,<br>Party B shall bear full responsibility (including compensating for the losses suffered by Party A). |
| --- | --- |
- Intellectual Property Rights
6.1 After the full payment of the total development fee (as described in Article 4.1), all intellectual property rights of the NEXT SMS System (including SaaS multi-tenant source code, AI models (quantized/non-quantized), federated learning algorithms, Edge AI Gateway configuration scripts, design documents, AI training datasets (anonymized), and test reports) shall be fully owned by Party A (ALOHA Asia Pacific Limited).
6.2 The Party B has the right to repurchase intellectual property rights: After the Party A obtains exclusive intellectual property rights for the NEXT SMS system in accordance with Article 6.1, Party B (Next Technology Holding Inc.) has the right to repurchase the system’s intellectual property rights (excluding Party A’s tenant exclusive configuration data and business data) within three years. The repurchase price is [] US dollars , and the specific amount will be jointly confirmed by both Parties based on the market value of intellectual property at that time, including the estimation of the NEXT SMS system AI model
| ● | With the written consent of Party A, Party B shall pay the full repurchase price within 30<br>days; after the payment is confirmed, the relevant intellectual property rights shall be transferred to Party B, and both parties shall<br>sign a supplementary agreement to confirm the scope of transfer (e.g., excluding the tenant<br>isolation module) and the obligations after transfer (e.g., Party B shall not use the repurchased AI model for hotels in Party A’s direct<br>market). |
|---|
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| ● | Within two years after the repurchase, Party B shall not use the repurchased intellectual<br>property rights to develop competitive NEXT SMS System (AI+SaaS)-type products for Party A’s direct competitors in the Asia-Pacific hotel<br>industry. |
|---|
6.3 Party B reserves the right to use technical frameworks and methods not dedicated to this project (such as public AI development frameworks like TensorFlow/PyTorch, SaaS multi-tenant open-source templates) for other projects, but shall not disclose Party A’s confidential information (such as tenant data isolation logic, AI model parameters of the hotel-specific NEXT SMS System).
- Confidentiality
7.1 Both Party A and Party B shall keep confidential all information obtained during the cooperation period (including Party A’s hotel operation data, tenant-specific AI requirements for the NEXT SMS System, Party B’s AI algorithm details, SaaS multi-tenant core codes, federated learning parameter aggregation logic, test data, etc.) for five years from the date of termination of this Agreement.
7.2 If either party breaches the confidentiality obligation, the non-breaching party shall have the right to claim compensation for losses, including reasonable legal expenses incurred for safeguarding its rights (e.g., expenses for investigating the leakage of the AI algorithm of the NEXT SMS System).
- Acceptance
8.1 UAT Process: Party A shall conduct UAT within 30 days after receiving the final version of the NEXT SMS System delivered by Party B. The test shall cover all AI and SaaS functions listed in Appendix I, including:
| ● | SaaS Multi-Tenant Isolation Test: Verify that data/configuration changes in 3 randomly selected<br>hotels do not affect other tenants; |
|---|---|
| ● | Random Check of AI Model Performance: Test face recognition accuracy, behavior recognition<br>recall rate, and inference latency in 5 hotels (including 2 resort hotels with complex outdoor scenarios); |
| --- | --- |
| ● | Federated Learning Function Test: Verify that the uploaded model parameters do not include<br>raw data, and the aggregated model can improve the performance of the NEXT SMS System in all hotels. |
| --- | --- |
8.2 Acceptance Results:
| ● | Pass: Party A issues a final acceptance certificate to Party B, confirming that the NEXT<br>SMS System meets the requirements of all 20 hotels/resorts. |
|---|
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| ● | Conditional Pass: Party A notifies Party<br>B of defects (such as the AI model recall rate of the NEXT SMS System in the resort garden ≤95%, SaaS tenant login latency ><br>3s), and Party B shall rectify the defects within 15 days (such as fine-tuning the AI model using outdoor scenario data, adjusting SaaS<br>load balancing). After rectification, Party A shall conduct re-acceptance. |
|---|---|
| ● | Fail: Party B shall redevelop the defective modules (including AI model retraining, optimization<br>of the SaaS multi-tenant module of the NEXT SMS System) within 30 days without charging any additional fees to Party A, and submit the<br>redeveloped modules to Party A for acceptance again. |
| --- | --- |
- Termination
9.1 If one party materially breaches any clause of this Agreement and fails to rectify the breach within 30 days after receiving a written notice from the non-breaching party (e.g., Party B fails to achieve SaaS multi-tenant isolation of the NEXT SMS System after two rectifications, or Party A delays payment for more than 45 days), the non-breaching party may terminate this Agreement.
9.2 After the termination of this Agreement, Party B shall deliver all completed work results (including quantized AI models, SaaS multi-tenant source code of the NEXT SMS System, federated learning logs, test reports) and relevant materials to Party A. Party A shall make proportional payment based on the workload completed by Party B (confirmed by both parties; for example, if Phase II work is completed and the AI model performance reaches 90% of the acceptance criteria, 50% of the payment shall be made).
- Dispute Resolution
Any dispute arising from or in connection with this Agreement shall first be resolved by the parties through friendly negotiation; if negotiation fails, the dispute shall be submitted to the Hong Kong International Arbitration Centre (HKIAC) for arbitration in accordance with its currently effective arbitration rules. The arbitration award shall be final and binding on both parties, and shall cover matters such as liability for breach of AI model performance of the NEXT SMS System and compensation for SaaS multi-tenant defects.
- Miscellaneous
11.1 This Agreement shall take effect from the date of signature by the authorized representatives of both parties and shall remain valid until all obligations of both parties under this Agreement are fully performed.
11.2 This Agreement and its appendices (Appendix I: Acceptance Criteria; Annex II: Service Level Agreement) constitute the complete agreement reached by both parties on the subject matter of this Agreement (development of the NEXT SMS System AI+SaaS), and supersede all previous oral or written agreements, understandings, and communications between the parties (including discussions on AI model selection and SaaS architecture).
11.3 Any modification or supplement to this Agreement shall be made in writing and shall take effect only after being signed by the authorized representatives of both parties (e.g., adjustment of the AI model performance indicators of the NEXT SMS System or the number of SaaS multi-tenants).
[Signature Page Follows]
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Party A (Client): ALOHA Asia Pacific Limited
Authorized Signature: /s/ ALOHA Asia Pacific Limited
Party B (Developer): Next Technology Holding Inc.
Authorized Signature: /s/ Next Technology Holding Inc.
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Appendix I: Acceptance Criteria (NEXT SMS System)
Acceptability Checklist
Basic Project Information
| Item | Details |
|---|---|
| Project Name | Hotel Monitoring and Management Software NEXT SMS System |
| Acceptance Date | ____________________ |
| Party A (Client) | ALOHA Asia Pacific Limited |
| Party B (Developer) | Next Technology Holding Inc. |
- Core Acceptance Items (Mark “√” for Pass, “×” for Fail)
| No. | Acceptance Category | Specific Inspection Item | Technical Requirement | Pass (√) | Fail (×) | Remarks |
|---|---|---|---|---|---|---|
| 1 | Completeness of Deliverables | 1.1 Technical Documents | Including cloud-edge multi-tenant architecture document, tenant API specifications, AI model document of the NEXT SMS System, Edge AI Gateway manual | |||
| 1.2 SaaS Multi-Tenant Source Code + Quantized AI Models (TensorRT/TFLite) |
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| 1.3 Test Report (Function Coverage ≥95%, Motion Detection False Alarm Rate ≤3%) | |||
|---|---|---|---|
| 1.4 ISO 27001 Certification + AI Security Report of the NEXT SMS System + ≥5 Training Records | |||
| 2 | AI Model Performance | 2.1 Face Recognition | Accuracy ≥98% (Low-light/Backlight) |
| 2.2 Behavior Recognition (Trespassing/Loitering) | Precision ≥97%, Recall Rate ≥96% | ||
| 2.3 Risk Prediction Model | Accuracy ≥92% | ||
| 3 | System Latency and Concurrency | 3.1 Real-time Video Latency | ≤200 ms (supports 4K) |
| 3.2 Edge AI Inference Latency | ≤100 ms (Face/Behavior Recognition) | ||
| 3.3 Concurrent Capacity | Supports 20 hotels, ≥500 users; AI Throughput ≥500 TPS per hotel |
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| 4 | Data Security and Compliance | 4.1 Data Encryption | TLS 1.3 (Transmission) + AES-256 (Storage); No Leakage |
|---|---|---|---|
| 4.2 PDPO/GDPR Compliance | AI Dynamic Anonymization, Federated Learning (Hotel Raw Data) | ||
| 4.3 IP Compliance | AI Algorithm License/Originality of the NEXT SMS System; Open Source ≤10% | ||
| 5 | System Availability | 5.1 Platform Availability | ≥99.9% (30-day Trial) |
| 5.2 Edge AI Gateway Availability | ≥99.95% | ||
| 5.3 Fault Recovery | AI Faults of the NEXT SMS System Repaired ≤12h; General Faults Repaired ≤24h | ||
| 6 | Hardware Compatibility | 6.1 Cameras and Gateways | Supports Hikvision/Dahua (ONVIF/GB28181), NVIDIA Jetson |
| 6.2 Multi-port Operating Systems | Compatible with Windows/iOS/Android |
- Acceptance Process Verification
| Process Phase | Required Operation | Completion Time (√/×) | Completion Date |
|---|---|---|---|
| Phase 1: Application Submission | Party B submitted AI test video acceptance documents of the NEXT SMS System for 3 hotels | ||
| Phase 2: Preliminary Review | Party A verified SaaS tenant isolation + completeness of AI documents of the NEXT SMS System | ||
| Phase 3: Expert Review | Blind AI Test + SaaS Stress Test Completed | ||
| Phase 4: Final Decision | Acceptance Conclusion Confirmed by Both Parties |
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- Final Acceptance Conclusion
☐ Full Pass (All items in Table 1 are marked “√“)
☐ Conditional Pass (≤3 non-core items marked “×”, requiring rectification: ____________________)
☐ Fail (≥1 core item marked “×”, e.g., data leakage, AI accuracy of the NEXT SMS System < 95%)
Rectification Deadline (if applicable): ____________________ (DD/MM/YYYY)
- Signature Confirmation
Both parties confirm the above acceptance results and agree to implement the corresponding follow-up actions.
Party A (Client): ALOHA Asia Pacific Limited
Authorized Representative Signature: ____________________
Name: ____________________
Date: ____________________
Seal (if applicable): ____________________
Party B (Developer): Next Technology Holding Inc.
Authorized Representative Signature: ____________________
Name: ____________________
Date: ____________________
Seal (if applicable): ____________________
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Annex II: Service Level Agreement (SLA for NEXT SMS System (AI+SaaS))
| 1. | Platform Availability: The availability of the NEXT SMS System shall be<br>≥99.9%, the availability of the Edge AI Gateway shall be ≥99.95%, and the availability of the AI inference service shall be<br>≥99.95%. |
|---|---|
| 2. | AI Model Performance Guarantee: The accuracy of the AI model of the NEXT<br>SMS System shall remain ≥95% within 6 months (the accuracy decrease shall not exceed 5%), and the behavior recognition recall rate<br>shall remain ≥94%. |
| --- | --- |
| 3. | Fault Response and Resolution: |
| --- | --- |
| ◦ | General Faults (SaaS tenant configuration issues of the NEXT<br>SMS System): Response ≤4 hours, Resolution ≤24 hours; |
| --- | --- |
| ◦ | AI-related Faults (model inference errors, Edge AI Gateway<br>faults): Response ≤2 hours, Resolution ≤12 hours; |
| --- | --- |
| ◦ | SaaS Multi-Tenant Core Faults (data isolation faults): Response<br>≤1 hour, Resolution ≤18 hours. |
| --- | --- |
| 1. | AI Model Maintenance: Quarterly federated learning model update (aggregating<br>new data from 20 hotels), semi-annual AI model quantization optimization of the NEXT SMS System (reducing latency by ≥10% each time),<br>and annual emergency model retraining (for major scenario changes). |
| --- | --- |
| 2. | Penalties for Breaching SLA: |
| --- | --- |
| ◦ | For each 0.1% decrease in the platform availability of the<br>NEXT SMS System below 99.9%, Party B shall deduct 1% of the final payment; |
| --- | --- |
| ◦ | If the accuracy of the AI model of the NEXT SMS System drops<br>below 95% within 6 months, Party B shall provide one free emergency retraining and deduct 2% of the final payment; |
| --- | --- |
| ◦ | For delayed fault resolution (exceeding the SLA limit), Party<br>B shall deduct 0.5% of the final payment for each 24-hour delay. |
| --- | --- |
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Hotel Monitoring and Management Software NEXT SMS System Maintenance Agreement
Parties:
| ● | Party A (Service Recipient): ALOHA Asia Pacific Limited |
|---|---|
| ● | Party B (Service Provider): Next Technology Holding Inc. |
| --- | --- |
Date of Signing: Same as the Main Agreement
Whereas:
Party A and Party B have signed the “Hotel Monitoring and Management Software NEXT SMS System Development Agreement” (hereinafter referred to as the “Main Agreement”) regarding the development of the NEXT SMS System for 20 hotels/resorts under Party A. To ensure the long-term stable operation of the NEXT SMS System — including the maintenance of SaaS multi-tenant performance and the continuous optimization of AI models — both parties agree to sign this “Supplementary Maintenance Agreement” to clarify the specific content of the maintenance services.
- Scope of Maintenance Services
Party B shall provide annual maintenance services for the NEXT SMS System deployed in 20 hotels/resorts of Party A, including but not limited to:
1.1 SaaS Multi-Tenant System Maintenance: Daily operation monitoring (tenant data isolation, concurrent access stability), vulnerability repair (e.g., tenant login failure), software version upgrade (compatibility with new PMS systems), tenant-specific configuration adjustment (e.g., adding new user roles for resort hotels), to ensure the normal operation of the multi-tenant function of the NEXT SMS System.
1.2 AI Model Maintenance: Quarterly AI model performance evaluation (using confusion matrix, F1 score), parameter adjustment for drift (e.g., accuracy decrease due to new camera angles), semi-annual federated learning retraining (using anonymized data from 20 hotels), and optimization of quantized models (adapting to hardware upgrades of Edge AI Gateways), to ensure that the AI model performance of the NEXT SMS System meets the standards.
1.3 Edge AI Gateway Maintenance: Monthly firmware update, debugging of edge AI inference engine (e.g., TensorRT runtime errors), local data backup verification (ensuring no loss of AI analysis results of the NEXT SMS System).
1.4 Technical Support: Provide 7×24 remote technical support (phone/email) for general issues, and on-site support within 48 hours for emergency faults (e.g., hardware faults of Edge AI Gateways, abnormal SaaS multi-tenant data isolation of the NEXT SMS System).
1.5 Training and Reports: Provide one free training session per hotel per year (covering AI model performance monitoring of the NEXT SMS System and operation of new SaaS multi- tenant functions), and a monthly maintenance report (including fault records, AI model accuracy trends, and Edge AI Gateway uptime).
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- Maintenance Term
3 years after the final acceptance date of the NEXT SMS System (automatically extended if there is no written notice from both parties).
- Maintenance Fees and Payment Method
3.1 Annual Maintenance Fee: USD 12,000 per hotel/resort per year. Party A operates a total of 20 hotels/resorts, so the total annual maintenance fee is USD 240,000 (excluding taxes). This fee includes SaaS multi-tenant maintenance of the NEXT SMS System, AI model retraining, Edge AI Gateway support, and training services.
3.2 Payment Schedule: A one-time annual transfer to the designated account of Party B.
3.3 Payment Method: Same as the Main Agreement (bank transfer to the designated account of Party B).
- Rights and Obligations
4.1 Rights and Obligations of Party A:
| ● | Provide access rights to the NEXT SMS System (AI+SaaS), Edge AI Gateways, and related devices<br>for each hotel/resort to facilitate maintenance; |
|---|---|
| ● | Provide anonymized video data for AI model retraining of the NEXT SMS System (if needed),<br>ensuring compliance with PDPO; |
| --- | --- |
| ● | Make maintenance fee payments in accordance with Article 3; if the payment is overdue for<br>more than 15 days, a penalty of 0.05% of the outstanding amount shall be charged daily. |
| --- | --- |
4.2 Rights and Obligations of Party B:
| ● | Provide maintenance services in accordance with Article 1, ensuring that the accuracy of<br>the AI model of the NEXT SMS System remains ≥95% and the SaaS multi-tenant availability remains ≥99.9% during the maintenance<br>period; |
|---|---|
| ● | Submit a monthly maintenance report to Party A, including the AI model performance dashboard<br>(precision, recall rate) of the NEXT SMS System in each hotel and the SaaS multi-tenant fault statistics; |
| --- | --- |
| ● | Notify Party A in writing of potential risks (e.g., obsolescence of Edge AI Gateway hardware,<br>compatibility between the SaaS module of the NEXT SMS System and new operating systems) 30 days in advance, and propose solutions (e.g.,<br>hardware replacement suggestions, software upgrade plans). |
| --- | --- |
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- Termination
In the event of a material breach by either party (e.g., Party A failing to pay maintenance fees for over 30 consecutive days, or Party B failing to resolve the NEXT SMS System AI model malfunction within 12 hours), the non-breaching party may issue a written notice demanding rectification. If the breaching party fails to correct the issue within 30 days, the non-breaching party may terminate this agreement and claim compensation for losses (e.g., damages resulting from prolonged downtime of the NEXT SMS System AI services).
- Management law and dispute resolution
Same as the Main Agreement (subject to the laws of Hong Kong, disputes shall be settled through arbitration by the Hong Kong International Arbitration Center, which covers NEXT SMS system AI model maintenance breach compensation and SaaS multi-tenant service quality dispute issues).
Party A (Service Recipient): ALOHA Asia Pacific Limited
Authorized Signature: ____________________
Party B (Service Provider): Next Technology Holding Inc.
Authorized Signature: ____________________
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Exhibit 10.3
NEXT WATER-ENERGY SYNERGY
Smart Water-Energy Synergy System Development Contract
Party A (Employer): Starlight Garden Limited
Party B (Developer): Next Technology Holding Inc.
Whereas：
Party A intends to promote water supply pipeline leakage control, intelligent operation management, and water-energy synergy optimization projects to achieve leakage rate optimization, operational efficiency improvement, management digitalization, energy consumption reduction, and carbon emission reduction goals.
Party B has the capability of developing the NEXT WATER-ENERGY SYNERGY Smart Water-Energy Synergy System (hereinafter referred to as the “System”), integrating equipment, and implementing projects, which can adapt to carbon peaking/carbon neutrality monitoring, renewable energy access and other needs, and meet all-dimensional requirements of Party A’s project.
In accordance with the principles of equality, voluntariness and mutual benefit, and based on international business practices, the two parties hereby enter into this agreement regarding Party B providing System development and project implementation services to Party A.
Article 1 Project Overview
1.1 Project Name
NEXT WATER-ENERGY SYNERGY Intelligent Management and Energy Synergy Optimization Integrated Application Project
1.2 Project Goals
(1) By the end of 2026, the water supply pipeline leakage rate ≤ 8% (production and sales difference ≤ 10%), and the comprehensive energy consumption of water operations reduced by ≥ 15% compared with that before transformation;
(2) Establish a full-process System covering “perception-platform-dispatching-energy synergy”, realizing real-time collection, correlation analysis and visual management of water and energy data (energy consumption, PV, carbon emissions);
(3) Remote transmission coverage rate of water meters with DN40 and above ≥ 100%, remote transmission water volume ratio ≥ 95%, energy consumption monitoring coverage rate of water links ≥ 100%, PV monitoring accuracy ≥ 99% ;
(4) Establish a “water-energy” synergy data security system to ensure the security of pipeline network, user, operation, energy consumption and carbon emission reduction data;
(5) Annual carbon emission reduction ≥ 50 tons of CO₂, annual power generation of PV equipment ≥ 100,000 kWh (adapting to microgrid access).
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Article 2 Project Content and Scope
Party B shall complete the following core tasks to ensure the implementation of the System (including energy synergy module) and the achievement of project goals:
2.1 Core Module Development of the System
| Module Name | Content |
|---|---|
| Optimized management of infrastructure | Retain the original pipeline network management function, and add spatial positioning and status monitoring of energy consumption monitoring points (key equipment of water plants and pump stations) |
| Marketing optimization management | Retain the original water sales analysis and production-sales difference calculation functions, and add “water volume-energy consumption” correlation analysis (e.g., statistics of energy waste caused by leakage) |
| Leak control management | Retain DMA zoned metering and leakage point early warning functions, and add a “leakage repair-energy saving” calculation model |
| Scheduling optimization management | Combine pressure, flow and water quality data, and add an “energy cost-oriented” dispatching strategy (e.g., giving priority to high-energy-consuming equipment during PV peak periods) |
| Energy optimization management | ① Energy consumption monitoring: real-time collection of voltage/current/power of water plant and pump station equipment (collection frequency ≤ 5 minutes/time); ② PV synergy: connect to PV inverters to monitor power generation/grid-connected status (delay ≤ 10 seconds); ③ Carbon emission reduction accounting: generate daily/monthly/annual emission reduction reports in accordance with ISO 14064 |
| Optimisation Centre | Summarize water anomalies (abrupt water volume changes, equipment failures) and energy anomalies (abrupt energy consumption increases, PV power outages), and generate joint optimization suggestions |
2.2 Construction of Dispatching Command Center
Hardware Deployment: Add energy monitoring terminals (energy consumption collectors, PV data receivers) to adapt to the dual-dimensional data processing needs of “water + energy”.
Software Function: Develop a B/S architecture visual sub-platform to display real-time energy consumption of each water link, PV power generation and carbon emission reduction progress, supporting multi-terminal access and hierarchical permission control.
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2.3 Deployment and Integration of Perception Layer Equipment
| Equipment Type | Requirements |
|---|---|
| Existing water sensing equipment | Retain flow, pressure and water quality equipment to ensure data accuracy ≥ 99% and breakpoint resume |
| Add energy sensing equipment | ① Energy consumption meters: in line with IEC 61850 standard, deployed in distribution boxes; ② PV monitoring equipment: including irradiance sensors (0-2000W/m²) and inverter data collectors; ③ Carbon emission meters: deployed in gas equipment and power access points |
| Equipment integration | Coordinate data collection frequency of energy and water equipment (energy consumption ≤ 5 minutes/time, PV ≤ 15 minutes/time, carbon emission ≤ 1 hour/time) |
2.4 Supporting System Construction
“Water-Energy” Synergy Data Warehouse: Add hierarchical modeling of energy data (energy consumption, PV, carbon emissions) to support “water volume-energy consumption-carbon emission” correlation analysis.
Carbon Emission Reduction Accounting Subsystem: Build a model in accordance with ISO 14064, automatically capture data and generate internationally certified carbon accounting documents.
Data Security System: Energy consumption, PV and carbon emission data are transmitted with AES-256 encryption to adapt to the security needs of energy equipment access.
Article 3 Project Cycle
Total cycle: 18 months, divided into 5 phases：
| Phase | Cycle | English Core Work |
|---|---|---|
| Data consolidation | 1-3 Month | Refine requirements, collect basic water data, and simultaneously collect Party A’s 2-year historical energy consumption data, power grid parameters and PV planning drawings |
| Development and procurement | 4-5 Month | Develop System software modules (including energy optimization module), purchase water hardware, and simultaneously purchase energy consumption meters and PV monitoring equipment |
| Deployment and debugging | 6-15 Month | Install water equipment, conduct system integration and joint debugging, and simultaneously complete the installation of energy perception equipment and “water-energy” data joint debugging |
| Test run | 16-17 Month | Conduct System trial operation and water operation training, and simultaneously conduct trial operation of energy synergy functions and provide ≥ 2 special trainings on energy optimization |
| Acceptance and delivery | 18 Month | Conduct System acceptance and deliver results, adding energy-dimensional acceptance (energy consumption reduction rate, carbon emission reduction, PV power generation) |
Agreement on Construction Period Delay: If the delay is caused by Party A’s failure to cooperate with PV grid connection, Party B may apply for a construction period extension; if the delay is caused by Party B’s own reasons, Party B shall bear responsibility in accordance with Article 10 of this Contract.
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Article 4 Technical Requirements
4.1 Applicable Standards
| Category | English Standards |
|---|---|
| Basic standard | National/industry standards ISO 9001, IP68 |
| Special standards for energy | IEC 61850 (power system automation), ISO 14064 (greenhouse gas accounting), |
4.2 Key Technical Indicators
| Indicator Type | English Requirements |
|---|---|
| Energy data acquisition | Energy consumption data loss rate ≤ 0.1%, PV data transmission delay ≤ 10 seconds, carbon accounting result error rate ≤ 2% |
| System response | Ordinary query of energy module ≤ 3 seconds, carbon emission reduction report generation ≤ 8 seconds |
| Compatibility | Support connection with Party A’s existing power grid system (SCADA), provide API/Web Service interfaces |
| Photovoltaic collaboration | PV power generation prediction accuracy ≥ 85%, supporting automatic linkage with water dispatching strategies |
Article 5 Rights and Obligations of Both Parties
5.1 Rights and Obligations of Party A
Supervise the development progress of the energy module and put forward rectification requirements for the accuracy of energy data (rectification period ≤ 15 working days); 2. Participate in the acceptance of delivered energy perception equipment and confirm that the equipment model is consistent with the Contract
Provide basic energy data (historical energy consumption, power grid access permit, PV site planning drawing) within 20 working days after the Contract takes effect; 2. Coordinate with the power department to cooperate with PV equipment grid-connected debugging, and provide temporary power supply and network interface for the PV site; 3. Organize energy-related departments to participate in System acceptance and confirm the carbon emission reduction and energy consumption reduction rate in accordance with the agreement
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5.2 Rights and Obligations of Party B
Have the right to apply for cost compensation if the cost increases due to Party A’s failure to provide energy data in a timely manner or cooperate with PV grid connection
Provide original factory qualification certificates for energy perception equipment (energy consumption meters include MID certification), and the carbon emission reduction module shall pass the accounting verification of a third party (e.g., SGS); 2. Provide ≥ 2 “special trainings on energy optimization” (including energy consumption analysis, carbon accounting, PV dispatching); 3. Bear a 5-year confidentiality responsibility for energy consumption, carbon emission reduction and PV power generation data; 4. Deliver complete documents of the energy module (energy optimization manual, carbon accounting algorithm description, PV connection agreement) upon acceptance
Article 6 Delivery and Acceptance
6.1 Acceptance Standards
| Acceptance Type | Standards |
|---|---|
| Interim acceptance | Pass rate of delivered energy perception equipment ≥ 100%, completion rate of energy module development ≥ 100% |
| Final acceptance | 1. Water goal: leakage rate ≤ 8%, water meter remote transmission coverage rate ≥ 100%; 2. Energy goal: energy consumption reduction ≥ 15%, annual PV power generation ≥ 100,000 kWh, annual carbon emission reduction ≥ 50 tons of CO₂; 3. System goal: energy data accuracy ≥ 99%, carbon accounting error ≤ 2% |
6.2 Acceptance Process
After completing the phased work, Party B shall submit the System Acceptance Application and materials (phased work report, test records, equipment certificate).
Party A shall organize acceptance within 10 working days after receiving the application, and issue the Phased Acceptance Report if qualified; if unqualified, Party B shall rectify within 15 working days, and the rectification shall not exceed 2 times.
After the project is fully completed, Party B shall submit the Final Acceptance Application, and Party A shall organize acceptance within 20 working days and issue the FinalAcceptance Report if qualified.
Dispute Resolution: Disputes related to the accuracy of energy data and carbon emission reduction accounting shall be evaluated by an internationally recognized institution (e.g., SGS, DNV), and the expenses shall be borne by the responsible party.
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Article 7 Contract Amount and Payment
7.1 Total Project Cost
Total Amount: USD 7,200,000.00, with the cost composition as follows:
| Cost Category | Amount (USD) | Description |
|---|---|---|
| Software development | 2,800,000.00 | Including original water modules, adding energy optimization module, carbon emission reduction accounting subsystem development and interface adaptation |
| Hardware equipment procurement and installation | 3,800,000.00 | Including original water equipment, adding energy consumption meters (120 units), PV monitoring equipment (5 sets), carbon emission meters (10 units) and international logistics |
| Technical service | 480,000.00 | Including original water training and quality assurance, adding energy optimization training (2 times), third-party verification of carbon accounting, and PV grid-connected technical support |
| Other expenses | 120,000.00 | Including cross-border travel expenses and customs duties, adding auxiliary materials for PV equipment installation and carbon certification service fees |
7.2 Payment Method and Phases
Payment Method: Party A shall transfer funds to Party B’s designated international bank account.By mutual agreement, a third party is allowed to collect and pay on behalf of both parties.
Payment Phases:
| Payment Phase | Payment Ratio | Amount (USD) | Payment Conditions |
|---|---|---|---|
| Advance charge, | 40% | 2,880,000.00 | Within 15 working days after the Contract takes effect (for System development startup and hardware procurement) |
| Energy Module Milestone | 20% | 1,440,000.00 | Within 15 working days after the energy optimization module is developed and passes the phased acceptance |
| Final acceptance payment | 40% | 2,880,000.00 | Within 15 working days after the System (including energy synergy) passes the final acceptance |
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Article 8 Intellectual Property and Confidentiality
8.1 Intellectual Property
| Right Owner | Content |
|---|---|
| Party A | Enjoy permanent right to use the System (including energy module) and ownership of “water-energy” data generated by the System |
| Party B | Enjoy the software copyright of the System (including energy optimization algorithm, carbon accounting model, PV synergy logic), and the intellectual property rights of jointly developed energy derivative modules belong to Party B |
Confidentiality Clause
Confidential Scope: Including but not limited to Party A’s energy consumption data, carbon emission reduction data, PV power generation data, and Party B’s System algorithms and technical documents.
Confidentiality Period: The confidentiality period for energy consumption, carbon emission reduction and PV power generation data is 5 years, and the confidentiality period for other trade secrets is 3 years after the Contract is terminated.
Liability for Breach: Any party that discloses confidential information shall pay a penalty of 20% of the total contract amount (USD 1,440,000.00) and compensate the other party for direct losses.
Article 9 Liability for Breach
9.1 Party A’s Liability for Breach
| Breach Scenario | Liability |
|---|---|
| Overdue payment | Pay a penalty of 0.05% of the overdue amount per day; if overdue for more than 60 days, Party B has the right to suspend System development, and Party A shall compensate Party B for 120% of the invested cost |
| Failure to provide energy data or cooperate with photovoltaic grid connection | Compensate Party B for additional costs incurred due to waiting for data and on-site coordination |
| Unauthorized transfer of systems or secondary development | Pay a penalty of 5% of the total contract amount (USD 360,000.00) |
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9.2 Party B’s Liability for Breach
| Breach Scenario | Liability |
|---|---|
| Overdue delivery systems | Pay a penalty of 0.05% of the total contract amount (USD 3,600.00) per day; if overdue for more than 60 days, Party A has the right to terminate the Contract, and Party B shall refund the received payment and compensate for losses |
| The energy module is not up to standard (e.g. carbon accounting error exceeds 2%) | Pay a penalty of 5% of the total contract amount (USD 360,000.00) and rectify within 15 working days |
| More than 48 hours of maintenance for faults during the warranty period of photovoltaic equipment (excluding extended business trip) | Pay a penalty of USD 10,000.00 per occurrence |
Article 10 Force Majeure
Scope of Force Majeure: Including earthquakes, wars, cross-border logistics interruptions, policy adjustments between China and the US leading to obstacles in System development or equipment import, as well as power system failures (not caused by Party A), PV module supply chain interruptions, and carbon accounting standard policy adjustments.
Notification Obligation: The affected party shall notify the other party in writing within 24 hours and provide supporting materials (e.g., logistics interruption notice, policy document) within 7 working days.
Exemption from Liability: If the Contract cannot be performed due to force majeure, the two parties shall negotiate to terminate the Contract, and the incurred expenses shall be settled according to the actual workload; if part of the Contract can be performed, the two parties shall negotiate to extend the construction period.
Article 11 Dispute Resolution
Disputes shall first be resolved through friendly negotiation (negotiation period: 30 days).
If negotiation fails, either party has the right to file a lawsuit with the competent court at the place where Party B is located, or submit the dispute to the American Arbitration Association (AAA) for arbitration in accordance with its international arbitration rules (arbitration place: New York, arbitration tribunal composed of 3 members).
During the dispute period, except for the disputed matters, the other clauses of the Contract and the development and delivery of the undisputed part of the System shall continue to be performed.
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Article 12 Miscellaneous
Contract Modification: Adjustments to the energy module function or changes to the PV equipment model shall be confirmed in writing by both parties, and the supplementary agreement shall have the same legal effect as this Contract.
Contract Effectiveness: This Contract shall take effect from the date of signature and seal by both parties.
Number of Contract Copies: This Contract is made in 6 copies, with 3 copies held by each party, all having the same legal effect.
Party A (Seal): Starlight Garden Limited
Authorized Representative (Signature): /s/ Starlight Garden Limited
Date: August 8, 2025
Party B : Next Technology Holding Inc.
Authorized Representative (Signature): /s/ Next Technology Holding Inc.
Date: August 8, 2025
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Exhibit 10.4
NEXT WATER-ENERGY SYNERGY Smart System
Long-Term Maintenance Agreement
Party Information
| ● | Party A (Service Recipient): Starlight Garden Limited |
|---|---|
| ● | Party B (Service Provider): Next Technology Holding Inc. |
| --- | --- |
Whereas
| 1. | Party A and Party B entered into the NEXT WATER-ENERGY SYNERGY SmartWater-Energy Synergy System Development Contract (hereinafter referred to as the “Original Contract”) on August 8, 2025.<br>Party B has completed the development, deployment and acceptance of the “NEXT WATER-ENERGY SYNERGY Smart Water-Energy Synergy System”<br>(hereinafter referred to as the “System”) in accordance with the Original Contract. |
|---|---|
| 2. | To ensure the long-term stable operation, accurate data output and continuous<br>optimization of the System (including core modules, perception-layer equipment and dispatching command center), Party A intends to entrust<br>Party B to provide exclusive long-term maintenance services, and Party B has the professional capability to undertake such services. |
| --- | --- |
| 3. | Both parties enter into this Agreement on the basis of equality, voluntariness<br>and mutual benefit, in accordance with the Original Contract and relevant laws and international business practices. |
| --- | --- |
Article 1 Definition of Core Terms
| 1. | System: Refers to the integrated system delivered by Party B under<br>the Original Contract, including but not limited to 6 core modules (infrastructure optimization management, marketing optimization management,<br>leak control management, scheduling optimization management, energy optimization management, Optimization Centre), perception-layer equipment<br>(existing water sensing equipment, energy consumption meters, PV monitoring equipment, carbon emission meters) and the dispatching command<br>center (hardware terminals + B/S architecture visual sub-platform). |
|---|---|
| 2. | Maintenance Services: Refers to the exclusive services provided by<br>Party B to Party A under this Agreement, including daily operation monitoring, fault diagnosis and repair, system version optimization,<br>data security maintenance, technical training and other services as specified in Article 3. |
| --- | --- |
| 3. | Critical Fault: Refers to faults that cause the System to stop operating<br>(e.g., PV monitoring data interruption for more than 2 hours, carbon accounting subsystem failure, large-area water leakage early warning<br>function failure) and affect Party A’s normal water supply management or energy synergy business. |
| --- | --- |
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Article 2 Maintenance Scope
Party B shall provide maintenance services for the following parts of the System (consistent with the scope of the Original Contract) to ensure that all functions meet the technical indicators agreed in the Original Contract:
| Category | Specific Scope |
|---|---|
| Core Modules of the System | All 6 core modules (infrastructure optimization, marketing optimization, leak control, scheduling optimization, energy optimization, Optimization Centre), focusing on maintaining the normal operation of energy-related functions (e.g., PV synergy logic, carbon emission reduction accounting model, “energy cost-oriented” dispatching strategy). |
| Perception-Layer Equipment | 1. Existing water sensing equipment: Flow meters,<br> pressure meters, water quality detectors (ensure data accuracy ≥ 99% and breakpoint resume function);<br><br> <br>2. Added energy sensing equipment: 120 energy<br> consumption meters (in line with IEC 61850), 5 sets of PV monitoring equipment (irradiance sensors + inverter data collectors), 10 carbon<br> emission meters (deployed at gas equipment and power access points). |
| Dispatching Command Center | 1. Hardware: Energy monitoring terminals (energy<br> consumption collectors, PV data receivers);<br><br> <br>2. Software: B/S architecture visual sub-platform<br> (ensure multi-terminal access, hierarchical permission control and real-time display of energy-water data). |
| Supporting Systems | “Water-Energy” synergy data warehouse, carbon emission reduction accounting subsystem (in line with ISO 14064), AES-256 data encryption system. |
Article 3 Maintenance Service Content
Party B shall provide the following services during the maintenance period, and submit a Quarterly Maintenance Report to Party A (including service records, fault statistics, optimization suggestions) within 5 working days after the end of each quarter:
3.1 Daily Operation Monitoring
| 1. | Remote Monitoring: Conduct 7×24-hour remote real-time monitoring<br>of the System’s core functions (especially energy data acquisition, PV power generation monitoring and carbon accounting), and promptly<br>notify Party A of abnormal data (e.g., energy consumption data loss rate > 0.1%, PV data transmission delay > 10 seconds) and propose<br>disposal plans. |
|---|---|
| 2. | On-Site Inspection: Conduct on-site inspection of the System (focusing<br>on PV equipment, energy consumption meters and carbon emission meters) at least once a month, including equipment running status check,<br>data calibration and dust removal maintenance; conduct a comprehensive annual inspection (including pipeline network-related System functions). |
| --- | --- |
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3.2 Fault Diagnosis and Repair
| 1. | Response Time: |
|---|---|
| ◦ | For critical faults: Party B shall respond within 2 hours after receiving<br>Party A’s notice, and send technical personnel to the site within 8 hours (for on-site service areas agreed by both parties) to<br>start repairs; |
| --- | --- |
| ◦ | For general faults (e.g., single water meter data delay, non-critical module<br>interface stuck): Party B shall respond within 4 hours and complete repairs within 24 hours. |
| --- | --- |
| 2. | Spare Parts Support: For faults caused by equipment damage (non-human<br>factors), Party B shall provide genuine spare parts (consistent with the Original Contract’s equipment model) for replacement; the<br>cost of spare parts (single piece ≤ USD 5,000) is included in the annual maintenance fee (exceeding USD 5,000 shall be confirmed by<br>both parties in writing and paid separately by Party A). |
| --- | --- |
3.3 System Version Optimization
| 1. | Minor Version Upgrade: Provide free minor version upgrades (e.g.,<br>bug fixes, interface optimization, adaptation to small changes in carbon accounting standards) at least twice a year to ensure the System’s<br>compatibility with the latest industry standards (e.g., ISO 14064 updates). |
|---|---|
| 2. | Major Version Upgrade: If Party A needs a major version upgrade (e.g.,<br>adding new energy synergy functions, expanding PV access capacity), Party B shall provide a detailed upgrade plan and quotation, and the<br>two parties shall sign a supplementary agreement to confirm the cost and schedule (not included in the annual maintenance fee). |
| --- | --- |
3.4 Data Security and Accuracy Maintenance
| 1. | Data Backup: Conduct daily automatic backup of “water-energy”<br>synergy data (energy consumption, PV power generation, carbon emission reduction) and monthly manual verification of backup data to ensure<br>no data loss. |
|---|---|
| 2. | Data Accuracy Guarantee: Calibrate the carbon accounting subsystem<br>and PV data collection module every quarter to ensure the carbon accounting result error rate ≤ 2% and PV monitoring accuracy ≥<br>99% (consistent with the Original Contract’s technical indicators). |
| --- | --- |
| 3. | Encryption Maintenance: Regularly check the AES-256 encryption system<br>of energy and carbon data, and update the encryption algorithm once a year to prevent data leakage. |
| --- | --- |
3.5 Technical Training
Provide 2 sessions of free technical training for Party A’s operation and maintenance personnel every year, including:
| 1. | Practical operation of the System’s energy optimization module (e.g.,<br>PV dispatching strategy adjustment, carbon emission reduction report generation); |
|---|---|
| 2. | Daily fault judgment and emergency disposal (e.g., temporary handling of<br>PV data interruption); |
| --- | --- |
| 3. | Interpretation of the latest industry standards (e.g., updates to greenhouse<br>gas accounting standards). |
| --- | --- |
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Article 4 Maintenance Term
| 1. | The initial term of this Agreement is 3 years, starting from the<br>date of signature and seal by both parties (hereinafter referred to as the “Start Date”) and ending on the same day of the 3rd<br>year after the Start Date. |
|---|---|
| 2. | After the expiration of the initial term, this Agreement shall be automatically<br>renewed for 1 year each time if neither party proposes to terminate it in writing 30 days before the expiration; the renewal term shall<br>follow the terms of this Agreement. |
| --- | --- |
Article 5 Maintenance Fee and Payment Terms
5.1 Annual Maintenance Fee
The annual maintenance fee of this Agreement is USD 510,000.00, and the cost composition is as follows:
| Cost Item | Amount (USD) | Description |
|---|---|---|
| Daily Monitoring and Inspection Service | 220,000.00 | Includes 7×24-hour remote monitoring, monthly on-site inspection and annual comprehensive inspection. |
| Fault Repair and Spare Parts (Within Quota) | 150,000.00 | Includes labor costs for fault repair and spare parts with a single value ≤ USD 5,000 (exceeding the quota shall be paid separately). |
| System Optimization and Data Maintenance | 100,000.00 | Includes minor version upgrades, data backup, encryption maintenance and quarterly data calibration. |
| Technical Training | 40,000.00 | Includes 2 sessions of training per year (venue and materials are borne by Party A). |
5.2 Payment Method
Within 15 days from the date of final acceptance by Party A, Party A shall transfer the funds to the bank account designated by Party B. The annual maintenance cost in the future will be calculated from the date of acceptance.
Article 6 Rights and Obligations of Both Parties
6.1 Rights and Obligations of Party A
| 1. | Rights: |
|---|---|
| ◦ | Supervise the implementation of maintenance services by Party B, and put<br>forward rectification requirements for unqualified services (e.g., delayed fault repair, inaccurate data); |
| --- | --- |
| ◦ | Require Party B to provide a detailed explanation of the maintenance process<br>and cost details (e.g., spare parts replacement records); |
| --- | --- |
| ◦ | Terminate this Agreement in accordance with Article 8 if Party B seriously<br>breaches the contract. |
| --- | --- |
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| 2. | Obligations: |
|---|---|
| ◦ | Provide Party B with necessary on-site access (e.g., PV equipment room,<br>dispatching command center) and relevant data support (e.g., historical operation records) within 2 working days after receiving Party<br>B’s request; |
| --- | --- |
| ◦ | Promptly notify Party B of System abnormalities (provide fault description,<br>location and photos if possible) and coordinate on-site personnel to assist in repairs; |
| --- | --- |
| ◦ | Pay the maintenance fee in accordance with Article 5.2; |
| --- | --- |
| ◦ | Keep confidential Party B’s technical documents (e.g., System optimization<br>algorithms, fault repair manuals) involved in the maintenance process. |
| --- | --- |
6.2 Rights and Obligations of Party B
| 1. | Rights: |
|---|---|
| ◦ | Require Party A to provide necessary assistance for maintenance work (e.g.,<br>on-site coordination); |
| --- | --- |
| ◦ | Charge additional fees for services beyond the maintenance scope (e.g.,<br>major version upgrades, spare parts exceeding the quota) after obtaining Party A’s written confirmation; |
| --- | --- |
| ◦ | Claim damages in accordance with Article 8 if Party A delays payment for<br>more than 30 days. |
| --- | --- |
| 2. | Obligations: |
| --- | --- |
| ◦ | Provide maintenance services in strict accordance with Article 3, and ensure<br>that the System’s operation indicators meet the requirements of the Original Contract; |
| --- | --- |
| ◦ | Send professional technical personnel (with certification for PV equipment<br>and carbon accounting) to provide on-site services, and wear work permits during on-site operations; |
| --- | --- |
| ◦ | Keep confidential Party A’s “water-energy” data (energy<br>consumption, PV power generation, carbon emission reduction) obtained during the maintenance process, and shall not disclose it to any<br>third party (except for statutory obligations); |
| --- | --- |
| ◦ | Bear the liability for compensation if the System is damaged due to Party<br>B’s improper operation during maintenance. |
| --- | --- |
Article 7 Acceptance of Maintenance Services
Annual Acceptance: At the end of each maintenance year, Party A shall organize a comprehensive acceptance based on the Annual Maintenance Inspection Report and quarterly acceptance results. The acceptance standard is that the annual maintenance service meets all the requirements of Article 3. If qualified, Party A shall sign the Annual Maintenance Acceptance Form; if unqualified, Party B shall provide a rectification plan within 3 working days and complete rectification within 15 working days (otherwise, Party A has the right to refuse to renew the Agreement).
Article 8 Liability for Breach
| 1. | Liability of Party A: |
|---|---|
| ◦ | If Party A delays payment: For each day of delay, Party A shall pay a penalty<br>of 0.05% of the overdue amount to Party B; if the delay exceeds 30 days, Party B has the right to suspend maintenance services until Party<br>A pays the fee and the penalty, and Party A shall compensate Party B for the loss caused by the suspension (e.g., additional labor costs<br>for re-maintenance). |
| --- | --- |
| ◦ | If Party A refuses to provide necessary assistance (e.g., on-site access)<br>and causes maintenance delays, Party A shall bear the additional costs incurred by Party B (e.g., repeated on-site travel expenses) and<br>shall not deduct the maintenance fee on this ground. |
| --- | --- |
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| 2. | Liability of Party B: |
|---|---|
| ◦ | If Party B fails to respond to a critical fault within 2 hours or fails<br>to start on-site repairs within 8 hours: For each hour of delay, Party B shall pay a penalty of USD 500.00 to Party A; if the fault is<br>not resolved within 24 hours, Party A has the right to deduct 5% of the quarterly maintenance fee. |
| --- | --- |
| ◦ | If the data accuracy of the System (e.g., carbon accounting error rate ><br>2%) fails to meet the standard due to Party B’s maintenance negligence: Party B shall rectify within 5 working days and pay a penalty<br>of 3% of the annual maintenance fee (USD 15,300.00) to Party A; if the rectification still fails, Party A has the right to terminate the<br>Agreement and require Party B to refund the maintenance fee paid in the current year. |
| --- | --- |
| ◦ | If Party B discloses Party A’s “water-energy” data or Party<br>B’s technical documents: Party B shall pay a penalty of 20% of the annual maintenance fee (USD 102,000.00) to Party A and compensate<br>for Party A’s direct losses (e.g., economic losses caused by data leakage). |
| --- | --- |
Article 9 Force Majeure
| 1. | Scope of Force Majeure: Refers to unforeseeable, unavoidable and<br>insurmountable objective events, including but not limited to earthquakes, floods, wars, major epidemics, global PV module supply chain<br>interruptions (lasting more than 1 month), and major adjustments to national carbon accounting policies (leading to System incompatibility). |
|---|---|
| 2. | Notification and Proof: The affected party shall notify the other<br>party in writing within 24 hours after the occurrence of a force majeure event, and provide supporting materials (e.g., government disaster<br>notices, policy documents) issued by a competent authority within 7 working days. |
| --- | --- |
| 3. | Handling Measures: If the force majeure event affects the performance<br>of this Agreement, the two parties shall negotiate within 15 working days: |
| --- | --- |
| ◦ | If the impact lasts for less than 1 month: The maintenance period shall<br>be extended accordingly, and no party shall bear liability for breach; |
| --- | --- |
| ◦ | If the impact lasts for more than 1 month: The two parties may adjust the<br>maintenance scope or fee, or terminate the Agreement (Party A shall pay the maintenance fee proportionally based on the actual services<br>provided by Party B before the event). |
| --- | --- |
Article 10 Dispute Resolution
| 1. | Any dispute arising from the performance of this Agreement shall first be<br>resolved through friendly negotiation between the two parties (the negotiation period shall not exceed 30 days). |
|---|---|
| 2. | If negotiation fails, either party has the right to submit the dispute to<br>the American Arbitration Association (AAA) for arbitration in accordance with its international arbitration rules. The arbitration place<br>is New York, the arbitration tribunal shall be composed of 3 arbitrators (appointed by both parties and the AAA respectively), and the<br>arbitration award shall be final and binding on both parties. |
| --- | --- |
| 3. | During the dispute resolution period, except for the disputed matters, the<br>two parties shall continue to perform other clauses of this Agreement. |
| --- | --- |
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Article 11 Miscellaneous
| 1. | Amendment and Supplement: Any adjustment to the maintenance scope,<br>fee or service content of this Agreement shall be confirmed by both parties in writing, and the supplementary agreement shall have the<br>same legal effect as this Agreement. |
|---|---|
| 2. | Termination in Advance: If one party needs to terminate the Agreement<br>in advance, it shall notify the other party in writing 60 days in advance. If the termination is due to the breaching party’s fault,<br>the breaching party shall compensate the non-breaching party for the loss (e.g., Party A shall pay 50% of the remaining annual maintenance<br>fee if it terminates the Agreement without reason). |
| --- | --- |
| 3. | Confidentiality Period: The confidentiality obligation of both parties<br>under this Agreement shall continue for 2 years after the termination of this Agreement. |
| --- | --- |
| 4. | Applicable Law: This Agreement shall be governed by the laws of the<br>State of New York, USA (excluding conflict of laws rules). |
| --- | --- |
| 5. | Contract Copies: This Agreement is made in 6 copies, with 3 copies<br>held by each party, all having the same legal effect. |
| --- | --- |
| 6. | Effectiveness: This Agreement shall take effect from the date of<br>signature and seal by both parties. |
| --- | --- |
Party A (Seal): Starlight Garden Limited
Authorized Representative (Signature): /s/ Starlight Garden Limited
Date: August 21, 2025
Party B (Seal): Next Technology Holding Inc.
Authorized Representative (Signature): /s/ Next Technology Holding Inc.
Date: August 21, 2025
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