Samsung Semiconductor: transcript of exhibit 01 (page 1)

SERVICES AGREEMENT

This Services Agreement ("Agreement") is dated and effective as of July 16th, 2021

("Effective Date") by and between Samsung Semiconductor, Inc., a Califomia corporation, having a place

of business at 3655 N. 1* Street, San Jose, CA 95134 ("Samsung"), and O'Connor Enterprise Group, Inc.

(DBA: EPC Group) a Nevada Corporation, having its business address at 4900 Woodway Drive, Suite

830, Houston, TX 77056 (“Company”). Samsung and Company may be referred to as a “party” or

collectively as the “parties”.

DESCRIPTION

Company agrees to perform Services to Samsung under the terms and conditions of this

Agreement.

= The parties agree to be legally bound as follows:

1. Services.

(a) Scope. In accordance with the terms of this Agreement, the Company shall perform all

the work and services and provide the materials and deliverables to Samsung as set forth in Exhibit A to

this Agreement, which is attached hereto and incorporated by reference (“Services”). The parties may

execute additional Exhibit A attachments describing additional Services from time to time and referring to

this Agreement, and each such subsequent Exhibit A, Exhibit A-1, A-2, shall be governed by the terms of

this Agreement.

(b) Timing. Company agrees that TIME IS OF THE ESSENCE in performance of this

Agreement. Company agrees to meet the milestones and schedules set forth in Exhibit A and shall

perform all obligations and Services in a timely manner without excuse or delay. If at any time Company

anticipates a delay In meeting timelines, milestones, schedules or target dates either due to changes to

the Services requested by Samsung or other causes beyond Company's control, then Company shall

promptly notify Samsung.

(c) Term. The term of this Agreement will commence on the Effective Date and will

conclude on the scheduled date of completion (unless extended by consent of Samsung) listed in each

respective Exhibit A or upon the termination in accordance with the terms of this Agreement ("Term"). All

accrued obligations and duties pursuant to this Agreement and arising prior to the conclusion of the Term

shall remain enforceable.

(d) Payment. As sole compensation for the performance of the Services, Samsung will pay

Company the amounts designated in Exhibit A for work properly performed in accordance with this

Agreement. Company will receive no license fee, royalty, or other payment on the production or

distribution of any products developed in connection with or based upon the Services, In the event that

any Services are incomplete or are not performed per the terms of this Agreement, or in the event of a

non-conforming deliverable, Samsung may withhold such amount and offset and deduct against such

amount any damages incurred by Samsung due to such failure by the Company, subject to providing the

Company with three (3) days in which to remedy such defect. Any payment by Samsung shall not be

deemed acceptance of any deliverable. For disputed invoices or the disputed portion of an invoice,

Samsung shall use reasonable efforts to provide to Company, in writing, within ten (10) business days of

receiving the subject invoice, a description of the disputed amounts. Samsung and Company shall

negotiate in a timely, good faith manner to resolve billing queries. Unless otherwise specifically stated In

Exhibit A: (1) Payments shall be made in accordance with the mutually agreed upon payment terms set

forth in the applicable Exhibit A; (2) Any expenses incurred by Company in performing the Services will be

the sole responsibility of Company; (3) Company will invoice Samsung on a monthly basis; and (4)

Payments by Samsung shall be made net thirty (30) days following receipt of an invoice and the

deliverables associated with such milestone for Services properly performed and delivered.

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