Letter of Intent
Kav AI Technologies Inc. × OI.Expert × Client
CONFIDENTIAL · PARTIALLY BINDING AS STATED BELOW
Effective Date: June 1, 2026
Term of Interest: 90-Day Pilot to Multi-Year Partnership
Target Sectors: Refining, Petrochemical, Gas Processing, LPG, Midstream, Water Treatment, and adjacent industrial facilities.
This Letter of Intent (“LOI”) is entered into by and among Kav AI Technologies Inc., a Delaware corporation (“Kav AI”), OI.Expert (“OI.Expert”), and ________________________ (“Client”), each a “Party” and collectively the “Parties.”
WHEREAS, Kav AI develops the Kav AI Platform (“KAP”), an Active Physical Intelligence system that fuses multi-modal sensing, including vision, acoustic, thermal, chemical, and vibration inputs, with on-silicon reasoning to deliver continuous anomaly detection, 3D facility modeling, Integrity Operating Window (“IOW”) monitoring, and decision support for industrial assets;
WHEREAS, OI.Expert provides Risk-Based Inspection (“RBI”), Damage Mechanism Review (“DMR”), mechanical integrity, and asset integrity engineering services to operators in refining, petrochemical, chemical, gas processing, LPG, midstream, water treatment, and other industrial facilities, and holds established Master Service Agreements (“MSAs”) with such operators;
WHEREAS, Client owns, operates, manages, or otherwise has authority over the pilot facility or selected assets where the Pilot may be performed, and Client desires to evaluate the potential use of Kav AI and OI.Expert services for asset integrity, inspection intelligence, and related mechanical integrity workflows;
WHEREAS, the combined capabilities of Kav AI, OI.Expert, and Client are expected to support plant safety, improve inspection planning, accelerate root cause analysis, improve visibility to operating and integrity risks, support LDAR and emissions compliance, and create potential value for industrial assets, subject to site-specific validation;
WHEREAS, the Parties intend to collaborate on a structured 90-day pilot program at one or more Client facilities, with the expectation of progressing to a multi-year commercial engagement only if supported by definitive written agreements and corresponding Statements of Work;
NOW, THEREFORE, in consideration of the mutual promises and covenants set forth herein, the Parties agree as follows:
Purpose
The purpose of this LOI is to establish a structured collaboration among Kav AI, OI.Expert, and Client to jointly evaluate AI-powered asset integrity, RBI optimization, LDAR support, IOW monitoring, and inspection intelligence solutions for Client facilities. The collaboration combines Kav AI technology, OI.Expert integrity engineering execution capability, and Client site access, operating knowledge, and pilot participation.
Structure of Collaboration
2.1 OI.Expert shall serve as the primary client-facing contracting and project coordination party, leveraging its existing MSAs, insurance coverage, on-site delivery experience, and integrity engineering practice to manage commercial engagement, contract administration, and project oversight, unless otherwise agreed in a definitive SOW.
2.2 Kav AI shall serve as the technology provider, retaining full ownership of the Kav AI Platform, related IP, models, software, firmware, and deployment architecture, and shall lead AI deployment, data analytics, platform support, and product evolution.
2.3 Client shall serve as the pilot site owner, operator, sponsor, or authorized participant, and shall provide the approvals, access, data, technical coordination, and safety controls required for the Pilot, subject to Client policies and final written scope approval.
2.4 The Parties shall jointly identify, qualify, and pursue customer opportunities and pilot use cases, and shall coordinate on scoping, pricing, safety requirements, cybersecurity requirements, success criteria, and execution of each project.
2.5 This LOI does not create an exclusive relationship among the Parties. Kav AI may work with other service providers, OI.Expert may work with other technology providers, and Client may evaluate other solutions, unless exclusivity is expressly agreed in a future written agreement signed by the affected Parties.
Scope of the 90-Day Pilot
The initial scope of collaboration is a 90-day pilot deployment at one or more Client sites or selected Client asset areas, with the following work elements, as applicable and as approved in the final Pilot scope (collectively, the “Pilot”):
Deployment of the Kav AI Platform on selected process equipment, piping, infrastructure, or asset areas approved by Client.
3D facility model generation, including geometric capture, asset registry alignment, and tag-level mapping against available DMR, RBI, inspection, or asset documentation.
Multi-modal anomaly detection across approved vision, acoustic, thermal, chemical, OGI or fugitive emissions, and vibration channels.
IOW monitoring and exception alerting using approved thresholds, available process data, and agreed engineering logic.
Optional read-only SCADA or historian integration for process data correlation, subject to Client cybersecurity approval.
Optional CMMS or EAM integration, such as SAP PM or Maximo, for triage-to-work-order workflow validation, subject to Client approval.
LDAR optimization workflow using approved OGI or emissions detection capability to support earlier detection and more efficient route planning.
RCA acceleration support and decision support outputs delivered to Client integrity, inspection, operations, and maintenance teams.
Joint validation of selected KAP detection performance against Client-approved historical defect records, known conditions, inspection findings, or OI.Expert RBI baseline information.
Written Pilot report co-authored by Kav AI and OI.Expert, reviewed with Client, and updated with site-specific findings, limitations, data quality observations, and preliminary value indicators.
Pilot Objectives and Value Potential
5.1 The Pilot is intended to demonstrate technical feasibility, Client workflow fit, data availability, inspection intelligence capability, reporting usefulness, and preliminary value potential for selected asset integrity, RBI optimization, LDAR, IOW monitoring, and inspection planning use cases.
5.2 The Parties acknowledge that Kav AI platform deployment may create significant potential value for industrial facilities by improving inspection targeting, reducing unnecessary inspection activity, supporting turnaround scope planning, accelerating anomaly detection, improving LDAR efficiency, supporting root cause analysis, improving audit documentation, and reducing exposure to unplanned downtime.
5.3 Based on industry experience and preliminary business case modeling, the indicative potential value opportunity for a mid-size industrial facility may include the following directional benefits, subject to site-specific validation, approved deployment scope, plant condition, and data quality:
Routine inspection and compliance optimization, with potential $1M to $2M per year value where RBI-guided campaigns can reduce over-inspection of low-risk assets and focus resources on higher-risk assets.
Turnaround scope definition and planning support, with potential $1M to $5M per year annualized value where earlier inspection intelligence can reduce avoidable scope growth, schedule uncertainty, or overrun exposure.
Unplanned downtime exposure reduction, with potential $3M to $15M per year exposure reduction where continuous monitoring provides earlier indication of asset degradation, abnormal operating conditions, or integrity risk.
LDAR optimization, with potential $0.5M to $1M per year value where OGI-enabled monitoring and AI-supported route planning reduce missed emissions events, inefficient survey routing, or delayed response.
Insurance, audit, and regulatory documentation support, with potential directional benefit at renewal or audit through improved inspection records, API 754 process safety event documentation, and traceable decision support.
Root cause analysis and decision latency reduction, with potential $2M to $10M per year value where faster triage, better data fusion, and clearer engineering outputs reduce days of uncertainty to hours in selected cases.
5.4 Total potential value envelope for a suitable mid-size facility may be modeled at approximately $5M to $15M per year recurring, and may exceed $20M in cases with strong downtime, loss of containment, turnaround, or emissions performance impact. Indicative client investment for a broad Pilot or initial site deployment may be approximately $1.5M, with modeled payback of 12 to 18 months. These figures are preliminary, directional, and site-dependent.
5.5 Any savings figures, payback estimates, value envelopes, investment return assumptions, or commercial projections referenced in this LOI or related appendices are provided for investor, client, and business case evaluation purposes only. They shall not be interpreted as guaranteed savings, guaranteed payback, guaranteed investor return, guaranteed Client outcome, or confirmed commercial performance.
5.6 The Parties further acknowledge that each plant is different, and actual value may vary based on unit configuration, equipment condition, corrosion history, damage mechanisms, inspection history, operating severity, available data quality, existing RBI maturity, regulatory requirements, turnaround schedule, Client work processes, cybersecurity restrictions, site access limitations, and the level of deployment approved by Client.
5.7 During the 90-day Pilot, the Parties will seek to demonstrate feasibility, selected use case performance, data integration capability, reporting usefulness, and preliminary indicators of value. Actual annual savings, if any, shall be determined only after sufficient operating history, Client validation, baseline comparison, and an agreed measurement methodology.
5.8 The Pilot shall not be considered unsuccessful solely because annual savings, full payback, downtime reduction, emissions reduction, or long-term cost reduction cannot be fully measured within the 90-day Pilot period.
Roles and Responsibilities
OI.Expert
Client access support, account management, and MSA-based contracting with Client or end client, as applicable.
Commercial proposal compilation, including project costs, OI.Expert overhead, applicable margin, and Kav AI quoted project cost.
Maintenance of required insurance coverage, including general and professional liability, as the contracting party of record or integrity engineering service provider.
Project execution oversight, on-site coordination, and RBI or DMR integration with Client mechanical integrity program.
Provision of Subject Matter Experts to interpret inspection results and align KAP outputs with Client mechanical integrity workflow.
Frontline technical support for basic Client inquiries during and after deployment.
Kav AI
Deployment, configuration, calibration, and ongoing support of the Kav AI Platform at approved Client sites or selected asset areas.
Multi-modal sensor stack provisioning, data acquisition pipeline, edge processing, and 3D facility model generation.
AI model development, anomaly detection, IOW logic, data analytics, and continuous platform improvement.
Technical training for OI.Expert support personnel and joint Client engineering teams.
Responsive technical communication, with urgent technical issues acknowledged within one business day and non-urgent inquiries acknowledged within three business days.
Delivery of Pilot validation reports against the agreed success criteria, including limitations, assumptions, and data quality observations.
Client
Provide site access, safety orientation, work permits, and approved access windows for Pilot activities.
Provide selected inspection records, RBI data, DMR information, equipment lists, drawings, operating data, historian data, LDAR information, and other information needed for Pilot validation, subject to Client approval.
Identify Client representatives for inspection, operations, maintenance, IT, cybersecurity, safety, environmental, and management coordination.
Review and approve the final Pilot scope, success criteria, data access requirements, cybersecurity requirements, site safety requirements, and reporting format before Pilot kickoff.
Retain final authority over all inspection, repair, replacement, shutdown, start-up, operating, regulatory, and mechanical integrity decisions.
Provide timely feedback on Pilot findings, workflow usefulness, practical limitations, and potential full deployment requirements.
Commercial Framework
7.1 Each Party shall define its own scope, cost, and pricing for any given engagement. OI.Expert shall compile the consolidated Client proposal incorporating Kav AI quoted project cost, plus OI.Expert applicable overhead and margin, unless the Parties agree to a different contracting model in writing.
7.2 No fixed revenue split is established under this LOI. Commercial terms, project pricing, payment structure, tax treatment, expenses, and invoicing responsibilities shall be agreed on a case-by-case basis prior to execution of each project or SOW.
7.3 Unless otherwise agreed, Client shall issue a purchase order, work authorization, or SOW to OI.Expert, and OI.Expert shall remit Kav AI portion in accordance with the agreed project pricing. Within thirty days of OI.Expert receipt of each Client payment, OI.Expert shall remit the undisputed Kav AI portion received by OI.Expert.
7.4 OI.Expert shall not unreasonably delay invoicing, collection, or remittance of any undisputed Kav AI portion. If Client issues partial payment, the Parties shall apply the payment in accordance with the applicable SOW, invoice allocation, or written payment agreement.
7.5 The indicative Pilot fee for the initial 90-day engagement is approximately $1.5M for a broad per-site scope. Final Pilot pricing shall be set in writing prior to Pilot kickoff and may be credited toward Year 1 commercial terms only upon mutual written agreement to proceed.
7.6 No Party is obligated to incur material costs, mobilize personnel, deploy hardware, or provide paid services until the applicable scope, price, payment terms, insurance requirements, cybersecurity requirements, and safety requirements are approved in writing.
Key Operating Principles
Decision support only. The Kav AI Platform shall operate in a read-only and advisory capacity. No closed-loop control over SCADA, DCS, safety instrumented systems, or Client equipment shall be implemented under this LOI or the Pilot.
Client retains full ownership of all plant data, inspection records, drawings, process information, emissions information, and operating information furnished to the Parties for the purpose of the Pilot.
Kav AI retains full ownership of the Kav AI Platform, related models, software, algorithms, firmware, sensor stack designs, and pre-existing IP.
OI.Expert retains full ownership of its proprietary RBI methodology, DMR templates, engineering work product, inspection procedures, and pre-existing IP.
All Pilot outputs are advisory. Final integrity, inspection, repair, operational, regulatory, and safety decisions remain with Client qualified personnel.
Unless otherwise agreed in writing, Kav AI retains ownership of KAP sensors, edge devices, gateways, firmware, and related deployment hardware supplied by Kav AI. OI.Expert and Client retain ownership of their respective equipment and pre-existing materials.
Upon completion or termination of the Pilot, temporary hardware shall be removed or returned in accordance with Client safety procedures, site access rules, and any applicable SOW.
Data Security, Cybersecurity, and Client Data Use
9.1 All Client data access shall be limited to the minimum reasonably necessary to perform the Pilot. Remote access, if any, shall occur only through Client-approved methods, which may include VPN, MFA, named user accounts, logging, segmentation, or other Client cybersecurity controls.
9.2 Kav AI and OI.Expert shall maintain reasonable administrative, technical, and physical safeguards to protect Client data and Confidential Information from unauthorized access, use, disclosure, alteration, or destruction.
9.3 Kav AI and OI.Expert shall not use Client data to train generalized, cross-client, public, or external models unless Client provides express written approval. Aggregated or anonymized lessons learned may be used only to the extent they do not disclose Client identity, Client Confidential Information, plant-specific data, operating details, or proprietary Client information.
9.4 Client data shall not be transferred outside approved systems, jurisdictions, storage locations, or cloud environments unless approved in writing by Client. Data retention, deletion, return, and archival requirements shall be addressed in the applicable SOW or data handling plan.
9.5 Any confirmed security incident involving Client data, Client systems, or Pilot systems shall be reported to the affected Parties promptly and, where reasonably practicable, no later than seventy-two hours after confirmation, subject to legal, regulatory, and forensic constraints.
Insurance and Liability
10.1 OI.Expert, as the primary contracting party with Client unless otherwise agreed, shall maintain all required insurance coverage applicable to its scope, including commercial general liability and professional liability, for refinery, petrochemical, gas processing, LPG, midstream, water treatment, and other industrial facilities.
10.2 Kav AI shall maintain commercially reasonable insurance coverage applicable to its technology, deployment, professional services, cyber risk, or product-related scope, as agreed in the applicable SOW or definitive agreement.
10.3 Client shall maintain insurance coverage applicable to its ownership and operation of the facility, site access, operational risks, and Client-controlled activities, consistent with its normal business practices and any applicable SOW.
10.4 Each Party shall indemnify, defend, and hold harmless the other Parties from and against claims, damages, losses, and reasonable expenses, but only to the proportionate extent caused by the negligent acts, omissions, gross negligence, intentional misconduct, or breach of this LOI by the indemnifying Party. The indemnity obligation is reciprocal and limited, and is enforceable solely to the fullest extent permitted by applicable law.
10.5 In no event shall any Party be liable to another Party for any loss of sales, profit, business interruption, or consequential, special, punitive, exemplary, or indirect damages, except to the extent such limitation is prohibited by law or expressly modified in a definitive agreement.
10.6 Aggregate liability of each Party under any future definitive agreement or applicable SOW shall be limited to the amounts paid or payable under the applicable SOW, except for confidentiality breaches, data security breaches, IP misuse, gross negligence, willful misconduct, fraud, or indemnity obligations, unless otherwise agreed in writing.
Intellectual Property
11.1 Except as expressly provided in this Section, nothing in this LOI is intended, by implication, estoppel, or otherwise, to grant any right, title, or license to any patents, inventions, trade secrets, software, models, algorithms, data, drawings, methods, templates, or other intellectual property rights owned by any Party prior to the Effective Date.
11.2 Kav AI shall retain full ownership of the Kav AI Platform, including all source code, object code, machine learning models, model weights, training data pipelines, sensor stack designs, firmware, deployment architecture, algorithms, know-how, documentation, and related IP. No IP transfer to OI.Expert, Client, or any end client shall occur unless expressly agreed in a separate written instrument.
11.3 OI.Expert shall retain full ownership of its RBI methodology, DMR templates, inspection procedures, engineering procedures, know-how, and other pre-existing engineering work product.
11.4 Client shall retain full ownership of its plant data, drawings, inspection records, equipment information, operating information, emissions information, historical defect information, standards, procedures, and other Client-provided materials.
11.5 Ownership and licensing of any jointly developed work product, including site-specific facility models, custom integrations, analytics configurations, reports, or joint go-to-market collateral, shall be addressed in writing in the definitive agreement or SOW contemplated by this LOI.
Confidentiality
12.1 “Confidential Information” means all non-public information disclosed by one Party to another in connection with this LOI or the Pilot, including business plans, product roadmaps, client lists, client data, financial information, source code, model weights, methodologies, drawings, specifications, operating data, inspection data, emissions data, plant information, and trade secrets, whether or not labeled confidential.
12.2 Each receiving Party shall hold the disclosing Party Confidential Information in strict confidence, use it solely for the purpose of this LOI and approved Pilot activities, and protect it with the same degree of care it uses for its own Confidential Information of like importance, but in no event less than a reasonable degree of care.
12.3 Standard exceptions apply where information was lawfully in the receiving Party possession prior to disclosure, is or becomes publicly available through no fault of the receiving Party, is rightfully received from a third party without confidentiality obligation, or is independently developed without reference to the disclosing Party Confidential Information.
12.4 Confidentiality obligations survive termination of this LOI for a period of five years. Trade secret protection persists for as long as the information retains trade secret status under applicable law.
Technical and Commercial Appendices
13.1 Appendix A, Pilot Workflow. A separate appendix may describe the data acquisition, fusion, modeling, cybersecurity, installation, validation, and decision support workflow at a working engineering level of detail. Appendix A is informational unless expressly incorporated into a binding SOW.
13.2 Appendix B, Cost Baseline and Savings Model. Appendix B is intended to present a preliminary business case and potential value model for investor, Client, and commercial evaluation purposes. The values shown are directional estimates only. Actual savings will vary by facility and must be validated using site-specific baseline data, operating history, inspection records, deployment scope, data quality, and agreed success criteria.
13.3 Success Criteria. The Parties shall agree in writing, prior to material data ingestion or deployment, on the Pilot success criteria, including detection accuracy targets, false positive tolerance, validation method, inspection cost baseline, LDAR target metrics, data quality assumptions, reporting format, and the responsible Client approvers.
13.4 The Pilot shall focus on feasibility, workflow value, data usability, and preliminary value indicators. Annualized savings shall not be considered finally validated until the Parties agree on the baseline, measurement period, operating assumptions, and validation method.
Term and Termination
14.1 This LOI shall be effective as of the Effective Date and shall remain in effect until the earlier of execution of a definitive Master Services Agreement, Statement of Work, or other definitive agreement among the applicable Parties, mutual written termination by the Parties, or twelve months from the Effective Date.
14.2 Any Party may withdraw from this LOI upon ninety days advance written notice to the other Parties. A shorter termination period may be used if required for safety, cybersecurity, legal, regulatory, or Client operational reasons.
14.3 In the event of termination, any then-active Pilot or project work shall be addressed in an orderly manner, subject to Client safety requirements, data return or deletion requirements, equipment removal requirements, and any binding SOW terms then in effect.
14.4 The provisions of Sections 9, 10, 11, 12, 15, 16, and any other provisions that by their nature should survive termination, shall survive termination of this LOI.
Non-Binding Nature
15.1 Except for Sections 9 (Data Security, Cybersecurity, and Client Data Use), 10 (Insurance and Liability), 11 (Intellectual Property), 12 (Confidentiality), 15 (Non-Binding Nature), and 16 (Governing Law and Dispute Resolution), which are intended to be binding to the extent applicable, this LOI is non-binding and reflects the Parties good faith intent to evaluate and negotiate definitive agreements.
15.2 No legally binding commitment to perform commercial work, transfer funds, purchase services, guarantee savings, grant an IP license, or proceed to full deployment is created by this LOI unless expressly stated in a future definitive Master Services Agreement, Statement of Work, purchase order, or other written agreement executed by the applicable Parties.
15.3 Client signature on this LOI confirms Client willingness to participate in pilot planning and, subject to final written approvals, Pilot execution. It does not waive Client safety, procurement, cybersecurity, legal, operational, or management approval requirements.
Governing Law and Dispute Resolution
16.1 This LOI shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws principles, unless a different governing law is required by Client procurement requirements and agreed in writing.
16.2 Any dispute arising out of or in connection with this LOI shall first be addressed through good faith negotiation between executives or authorized representatives of the applicable Parties. Disputes not resolved within thirty days shall be submitted to mediation or binding arbitration in accordance with the rules of the American Arbitration Association, to be conducted in Delaware unless otherwise agreed in writing.
Next Steps
Execute this LOI among Kav AI, OI.Expert, and Client or Client authorized representative.
Jointly identify and qualify the initial Client facility, unit, asset area, or use case for Pilot evaluation.
Finalize Pilot scope, success criteria, site safety requirements, cybersecurity requirements, data access requirements, pricing, schedule, and reporting format in a written SOW or pilot authorization document.
Execute the definitive Master Services Agreement, SOW, purchase order, or tri-party agreement as applicable.
Mobilize approved Pilot deployment, data ingestion, model configuration, validation activities, and final Pilot reporting.
Miscellaneous
18.1 This LOI may be executed in counterparts, including by electronic signature, each of which shall be deemed an original and all of which together shall constitute one instrument.
18.2 No amendment to this LOI shall be valid unless made in writing and signed by all Parties affected by the amendment.
18.3 This LOI constitutes the entire understanding among the Parties with respect to its subject matter and supersedes any prior or contemporaneous discussions, including the Memorandum of Understanding dated April 21, 2026 (Redlines), to the extent inconsistent herewith.
18.4 Notices shall be sent to the addresses set forth below or to such other address as a Party may designate in writing.
Signatures
IN WITNESS WHEREOF, the Parties have executed this Letter of Intent as of the Effective Date written above.
| KAV AI TECHNOLOGIES INC. | OI.EXPERT | CLIENT / PILOT SITE OWNER |
|---|---|---|
By: ________________________ Name: Sam Bigdeli Title: Chief Executive Officer Date: ________________________ |
By: ________________________ Name: Andre Olivier Title: ________________________ Date: ________________________ |
By: ________________________ Name: ________________________ Title: ________________________ Company: ________________________ Date: ________________________ |
Notices
| Party | Notice Address |
|---|---|
| Kav AI Technologies Inc. | Attn: Sam Bigdeli, CEO | sam.bigdeli@kavai.com |
| OI.Expert | Attn: Andre Olivier | address on file |
| Client / Pilot Site Owner | Attn: ____________________ | address on file |