Business Operations PUBS IO

BUSINESS OPERATIONS AGREEMENT — PUBS IO

This Business Operations Agreement (the Agreement) is entered into as of (Effective Date) by and between:

Service Provider Name: , Address:

Client Name: , Address:

RECITALS

WHEREAS, Service Provider operates technology and operational processes for the publication and distribution of digital and printed materials under the name PUBS IO and possesses the technical expertise, personnel, and infrastructure necessary to perform the services contemplated herein;

WHEREAS, Client desires to engage Service Provider to perform business operations services related to Client's publishing, distribution and platform operations on the terms and conditions set forth in this Agreement; and

WHEREAS, the parties intend by this Agreement to define their respective rights and obligations with respect to the scope of work, compensation, confidentiality, and allocation of risk.

SCOPE OF WORK

Service Provider shall provide business operations services for PUBS IO including, but not limited to: platform operations, content ingestion, metadata management, distribution coordination, billing reconciliation, performance reporting, and technical support as further specified below. Service Provider shall perform such services in a professional and commercially reasonable manner consistent with industry standards.

PAYMENT TERMS

Client shall pay Service Provider the fees set forth in this section in consideration for the services rendered under this Agreement. Fees are exclusive of applicable taxes unless otherwise stated.

Service Provider shall submit invoices in accordance with the Payment Schedule. Unless otherwise disputed in good faith within ten (10) business days of receipt, invoices are deemed accepted and payable within the period specified in the Payment Schedule. Late payments shall accrue interest at the rate specified above and the right to suspend services for past due amounts shall be reserved.

TERM AND TERMINATION

The term of this Agreement shall commence on the Effective Date and shall continue until the End Date unless earlier terminated in accordance with this Agreement.

Either party may terminate this Agreement for convenience upon providing the other party the notice period specified above. Either party may terminate immediately for material breach if such breach remains uncured for thirty (30) days after written notice of such breach. Termination shall not relieve Client of its obligation to pay for services performed and costs incurred through the effective date of termination.

CONFIDENTIALITY

Each party acknowledges that, in connection with this Agreement, it may receive Confidential Information of the other party. Confidential Information means all non-public information disclosed by one party to the other, whether disclosed orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential.

The receiving party shall: (a) hold such Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information, but in no event less than a reasonable degree of care; (b) not disclose such Confidential Information to any third party except to employees, agents, or contractors who have a need to know and who are bound by confidentiality obligations no less protective than those herein; and (c) use such Confidential Information only for purposes of performing under this Agreement.

The obligations set forth in this section shall survive termination or expiration of this Agreement for the period specified above, except with respect to trade secrets, for which the receiving party's obligations shall continue for so long as such information remains a trade secret under applicable law.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of without regard to its conflict of laws principles. Venue for any dispute arising out of or relating to this Agreement shall be in the state or federal courts located within that jurisdiction, and the parties hereby submit to the exclusive personal jurisdiction of such courts.

ENTIRE AGREEMENT

This Agreement, including any documents incorporated herein by reference, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, understandings, and communications, whether written or oral. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect and the invalid or unenforceable provision shall be reformed to the minimum extent necessary to make it enforceable.

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