Digital Borders Agreement

DIGITAL BORDERS AGREEMENT

This Digital Borders Agreement (the Agreement) is entered into as of Effective Date: , by and between:

Provider

Individual Corporation LLC Partnership Other

Client

Individual Corporation LLC Partnership Other

Recitals

WHEREAS, Provider maintains and operates digital boundary management services and tooling for controlling cross-jurisdictional access, geofencing, and data residency (the Services);

WHEREAS, Client desires to engage Provider to implement and manage digital border controls for certain data flows and service endpoints consistent with Client requirements and applicable laws; and

WHEREAS, the parties wish to set forth their rights and obligations with respect to the Services, payment, confidentiality, and compliance with data localization and export restrictions.

Scope of Work

Provider will perform the services described below. Provider shall use commercially reasonable efforts to deliver the Services in accordance with the specifications and schedule agreed by the parties.

Payment Terms

Client agrees to pay Provider the fees set forth below for the Services. All fees are payable in the currency agreed by the parties and are exclusive of taxes unless otherwise required by law.

Invoices are due Net days from invoice date unless otherwise agreed in writing. Late payments shall accrue interest at the greater of 1.5% per month or the maximum rate permitted by law, calculated from the invoice due date until paid in full.

Term and Termination

This Agreement shall commence on Start Date: and, unless earlier terminated in accordance with this Agreement, shall continue until End Date: .

Either party may terminate this Agreement for convenience upon giving written notice to the other party no fewer than days prior to the intended termination date. Either party may terminate immediately for material breach if such breach is not cured within thirty (30) days after written notice of the breach. Termination will not relieve Client of its obligation to pay fees incurred through the effective date of termination.

Confidentiality

"Confidential Information" means all non-public information disclosed by one party to the other in any form that is designated as confidential or that, under the circumstances of disclosure, ought reasonably to be treated as confidential, including business plans, technical designs, source code, customer data, and security controls.

Each receiving party shall (a) use Confidential Information only for the purposes of performing obligations under this Agreement; (b) restrict disclosure of Confidential Information to its employees, contractors and agents who have a need to know and who are bound by confidentiality obligations no less protective than those set forth herein; and (c) take reasonable and appropriate measures to protect Confidential Information from unauthorized disclosure. Confidential Information does not include information that is or becomes publicly available without breach, was lawfully in the receiving party's possession prior to disclosure, or is independently developed without use of the disclosing party's Confidential Information.

Upon termination or at the disclosing party's written request, the receiving party shall promptly return or destroy confidential materials and certify destruction. The obligations of confidentiality shall survive for three (3) years following termination, except for trade secrets which shall remain protected for as long as they qualify as trade secrets under applicable law.

Data Sovereignty and Compliance

Provider will implement and operate the Services in a manner consistent with Client's written data residency requirements specified in the Scope of Work and applicable data protection, export control, and trade compliance laws. Client is responsible for representing and warranting that it has the legal authority to transfer or allow access to any data provided to Provider, and for providing Provider with any necessary instructions to comply with data localization obligations.

If compliance with applicable law requires that data be stored or processed in a particular jurisdiction, the parties will cooperate in good faith to implement technical or contractual safeguards. Provider shall, to the extent reasonably practicable, notify Client in writing if Provider reasonably believes that a requested action would cause non-compliance with applicable law.

Limitation of Liability

Except for liability arising from willful misconduct, gross negligence, or breach of confidentiality, neither party shall be liable to the other for indirect, incidental, special, punitive or consequential damages, including lost profits. The aggregate liability of Provider for any claim arising out of or relating to this Agreement shall not exceed the total fees paid by Client to Provider under this Agreement in the twelve (12) months preceding the event giving rise to the claim.

Notices

All notices required or permitted under this Agreement shall be in writing and shall be delivered to the addresses set forth below or to such other address as either party may designate by notice to the other.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of without regard to conflict of law principles. The parties agree to negotiate in good faith to resolve disputes and, if unresolved, to submit to the exclusive jurisdiction of the courts located in the selected jurisdiction.

Entire Agreement; Amendments

This Agreement, including all schedules and attachments executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications. No amendment or waiver of any provision shall be effective unless in writing and signed by authorized representatives of both parties.

Miscellaneous

Neither party may assign this Agreement without the prior written consent of the other, except to an affiliate or in connection with a merger, sale of substantially all assets, or change of control. If any provision is held invalid or unenforceable, the remainder of this Agreement will remain in full force and effect.

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