This Master Agreement (the "Agreement") is entered into as of [Date], by and between:
Hans Johannes Schulte
and
Jolanda Christina Maria Wevers Schulte
Lauterbachstrasse 136 A, 3068 Utzigen, Switzerland
(together d/b/a LensDNA OS / LastMile, the "Architect / Creator")
and
[Client / Partner Company Name], a [State/Country] corporation (the "Client").
The parties agree to execute under SCHEDULE D (PROOF OF CONCEPT) as the initial binding engagement, with guaranteed rollover terms to SCHEDULE A (ENTERPRISE LICENSE) upon successful completion.
D.1 Purpose: A 14-day scoped forward-deployment to integrate and demonstrate LensDNA OS as a white-label last-mile execution overlay across up to three (3) of Client’s target non-API payer portals.
D.2 Fixed Retainer: CHF 25,000 (or $25,000 USD for US-domiciled Client entities).
D.3 Payment Terms: 100% payable upfront as a non-refundable integration retainer prior to engineering commencement. Work initiates immediately upon cleared receipt of funds in designated accounts.
D.4 Deliverables: Custom DOM mapping, WebRTC voice overlay deployment, HIPAA Zero-Retention Mode (ZRM) verification, and 5-slot Master Case Dossier PDF output configuration.
D.5 Credit Towards Roll-Over License: Fifty percent (50%) of the Schedule D retainer (CHF 12,500 / $12,500 USD) shall be credited directly toward Client’s first annual fee under Schedule A if executed within 30 days of POC completion.
A.1 Annual Base Platform License: CHF 120,000 / Year (or $120,000 USD / Year), payable annually or in quarterly installments of CHF 30,000 ($30,000 USD).
A.2 Usage-Based Portal Execution Fee: CHF 0.50 – CHF 1.50 per completed non-API portal submission / appeal case cycle beyond 10,000 included annual completions.
A.3 Scope: Unlimited operator workstations, sovereign client-side runtime deployment, custom white-label branding, and 99.9% Parallel Shadow SRE Self-Healing Kernel maintenance.
2.1 IP Ownership: Architect retains 100% unencumbered, sovereign ownership of all LensDNA OS core kernels, vision models, DOM RPA drivers, and shadow telemetry code. Client receives a non-exclusive white-label execution runtime license.
2.2 HIPAA Zero-Retention Mode (ZRM): The LensDNA OS engine operates as a sovereign client-side runtime. Patient PHI, clinical charts, and portal credentials remain strictly on Client's client-side workstations with zero local persistence or cloud data logging.
3.1 All retainer payments under Schedule D and Schedule A shall be wired in cleared funds to the following account:
This Agreement shall be governed by and construed under the substantive laws of Switzerland (or Delaware, USA, by mutual written amendment). Any disputes shall be submitted to the competent courts of Bern, Switzerland.