Business Monetisation Agreement

BUSINESS MONETISATION AGREEMENT

This Business Monetisation Agreement (the "Agreement") is entered into as of Effective Date: by and between Business Name: , located at (hereinafter "Business"), and Monetisation Partner Name: , located at (hereinafter "Partner"). Business and Partner are each a "Party" and collectively the "Parties."

RECITALS

WHEREAS, Business operates certain products, services, digital properties or customer relationships that present opportunities for monetisation; and

WHEREAS, Partner has expertise and capabilities to implement, manage and optimise monetisation strategies and to collect and remit revenues arising from such activities; and

WHEREAS, the Parties desire to set forth the terms and conditions under which Partner will monetise Business assets and how revenue, costs and liabilities will be allocated.

SCOPE OF WORK

PAYMENT TERMS

Monetisation Fee / Revenue Share: The Parties agree that gross revenues generated from the monetisation activities described in this Agreement will be allocated as follows: Revenue Share to Partner: % of gross revenues. Revenue Share to Business: % of gross revenues.

Late Payment: Any undisputed payment not received within the agreed payment period will accrue interest at a rate of % per month or the maximum rate permitted by applicable law, whichever is lower. Partner may offset reasonable processing costs from remittances where applicable.

TERM AND TERMINATION

Term: This Agreement commences on Start Date: and continues until End Date: unless earlier terminated in accordance with this Agreement.

Termination for Convenience: Either Party may terminate this Agreement for any reason upon prior written notice of days to the other Party.

Termination for Cause: Either Party may terminate immediately upon written notice if the other Party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

CONFIDENTIALITY

Each Party shall maintain in confidence and shall not disclose to any third party Confidential Information received from the other Party, except to affiliates, employees, contractors or professional advisors who have a need to know and who are bound to confidentiality obligations no less restrictive than those set forth herein. "Confidential Information" includes non-public business, financial, technical and operational information, revenue data and customer lists, but excludes information that: (a) is or becomes publicly available through no breach of this Agreement; (b) is rightfully received from a third party without restriction; or (c) is independently developed without use of the other Party's Confidential Information.

Upon termination or expiration of this Agreement, each Party shall promptly return or destroy all Confidential Information of the other Party and provide written certification of such return or destruction upon request.

INTELLECTUAL PROPERTY & DATA

Ownership: Business retains all right, title and interest in and to Business intellectual property existing prior to this Agreement. Partner retains all right, title and interest in its pre-existing tools and methodologies. Revenue generated under this Agreement shall be shared in accordance with the Payment Terms, and no assignment of ownership in pre-existing intellectual property is effected hereby.

Data and Recordkeeping: Partner shall maintain accurate records of monetisation activity, gross revenues and expenses relating to monetisation and shall provide regular reports to Business in the format and frequency set forth in the Deliverables and Reporting Requirements. Business shall have the right, upon reasonable prior notice and during normal business hours, to audit Partner's relevant records no more than once per calendar year.

INDEMNIFICATION AND LIMITATION OF LIABILITY

Indemnification: Each Party shall indemnify, defend and hold harmless the other Party from and against any third-party claims arising out of its gross negligence, willful misconduct, or material breach of this Agreement. The indemnifying Party shall pay reasonable costs and attorneys' fees incurred by the indemnified Party in connection with such claims.

Limitation of Liability: Except for liability arising from a Party's gross negligence, willful misconduct, or breach of confidentiality, neither Party shall be liable to the other for any indirect, incidental, special or consequential damages, and each Party's aggregate liability shall not exceed the total amounts paid or payable under this Agreement in the twelve (12) months preceding the claim.

GOVERNING LAW; DISPUTE RESOLUTION

Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction of: , without regard to its conflicts of law rules.

Disputes: The Parties shall attempt in good faith to resolve any dispute arising out of this Agreement through negotiation. If negotiation fails, the dispute shall be finally resolved by binding arbitration in the governing jurisdiction, conducted under commercially reasonable arbitration rules selected by the Parties.

MISCELLANEOUS

Notices: All notices required or permitted under this Agreement must be in writing and delivered to the Parties at the notice addresses set forth below or as otherwise designated in writing.

Assignment: Neither Party may assign or transfer its rights or obligations under this Agreement without the prior written consent of the other Party, except that either Party may assign to an affiliate or in connection with a merger, sale of substantially all assets or change of control, provided the assignee assumes the assigning Party's obligations.

Amendments; Entire Agreement: This Agreement constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior oral or written agreements. Any amendment or modification must be in writing and signed by authorized representatives of both Parties.

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