Mobile Service USSD Code Purchase

MOBILE SERVICE USSD CODE PURCHASE AGREEMENT

This Mobile Service USSD Code Purchase Agreement (the Agreement) is entered into as of Effective Date: by and between Buyer Name: and Seller Name: .

WHEREAS

WHEREAS, Seller is the lawful owner or authorized assignee of one or more USSD codes and associated service allocation rights for the mobile network(s) identified herein and has the right to sell, assign and transfer such USSD code(s) and related operational credentials to Buyer under the terms of this Agreement;

WHEREAS, Buyer desires to purchase specified USSD code(s) for use in the Buyer's mobile services and to obtain any necessary administrative transfer and activation support from Seller; and

WHEREAS, the parties wish to set forth their respective rights and obligations regarding the sale, transfer, activation and payment for such USSD code(s) and related deliverables.

SCOPE OF WORK

Seller shall transfer ownership, administrative control and any transferable credentials for the USSD code(s) specified below and shall provide reasonable technical assistance to Buyer for activation and routing of the USSD service on the identified mobile network(s). Seller represents that all transfers and assistance will be performed in accordance with applicable carrier procedures and the timelines set forth in this Agreement.

PAYMENT TERMS

Buyer shall pay Seller the total Purchase Price for the USSD code(s) and services as set forth below. All amounts are stated in United States dollars unless otherwise indicated.

Deposit (non-refundable unless expressly provided): due on or before .

Remaining Balance: due on or before , conditioned upon successful transfer and acceptance testing.

Payment Method (select applicable): Bank transfer Check Other (specify below)

Late Payment: Payments not received within the applicable cure period shall accrue a late fee equal to % per month (or the maximum permitted by law) or a flat fee of , whichever is greater, calculated from the date payment was due until paid in full.

Taxes and Fees: Buyer shall be responsible for all transfer fees, carrier charges, taxes, duties and levies associated with the transfer and operation of the USSD code(s), except for taxes imposed on Seller's income.

TERM AND TERMINATION

Term: This Agreement shall commence on the Effective Date set forth above and shall continue until End Date: unless earlier terminated as provided herein.

Termination for Cause: Either party may terminate this Agreement upon written notice to the other if the other party materially breaches any obligation and fails to cure such breach within days after receipt of written notice specifying the breach.

Termination for Convenience: Either party may terminate this Agreement without cause upon not less than days' prior written notice to the other party.

DELIVERY, TRANSFER AND ACTIVATION

Transfer and Activation: Seller shall initiate carrier transfer procedures upon receipt of the Deposit. Activation and routing to Buyer's platform shall be completed no later than calendar days following receipt of all required documentation and full payment as required by this Agreement. Activation Date (if agreed): .

CONFIDENTIALITY

Each party (Recipient) shall keep confidential and shall not disclose to any third party any Confidential Information disclosed by the other party (Discloser) except as necessary to perform this Agreement or as required by law. Confidential Information includes commercial terms, technical specifications, credentials, carrier submission materials and any non-public information relating to USSD operations. Recipient shall use at least the same degree of care in protecting Confidential Information as it uses for its own confidential information, but in no event less than reasonable care. Confidentiality obligations shall survive termination or expiration of this Agreement for a period of five (5) years.

INTELLECTUAL PROPERTY AND RIGHTS

Seller represents it has sufficient rights to transfer the USSD code(s) and that transfer does not infringe third-party rights. Except as explicitly transferred herein, Seller does not license or assign any proprietary software, trademarks or other intellectual property. Buyer shall not represent ownership of any Seller-origin trademarks or branding unless separately licensed in writing.

WARRANTIES, INDEMNITY AND LIMITATION OF LIABILITY

Seller warrants that, to Seller's knowledge, the USSD code(s) are free of encumbrances that would prevent transfer and that Seller will perform transfers and support in a commercially reasonable manner. Each party shall indemnify the other against claims arising from its breach of the Agreement, gross negligence or willful misconduct. Except for breach of confidentiality or indemnification obligations or willful misconduct, neither party shall be liable for incidental or consequential damages and aggregate liability shall be limited to the total Purchase Price paid under this Agreement.

ASSIGNMENT

Neither party may assign or transfer this Agreement or its rights hereunder without the prior written consent of the other party, except that Buyer may assign this Agreement in connection with a merger or sale of substantially all of its assets to which this Agreement relates, provided the assignee assumes Buyer's obligations.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of without regard to conflict of law principles. Venue for any dispute shall lie in the state or federal courts located in the jurisdiction selected above.

ENTIRE AGREEMENT

This Agreement, including any exhibits, attachments and schedules 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, understandings and communications, whether written or oral, regarding the subject matter.

MISCELLANEOUS

Notices shall be sent to the addresses specified below. If any provision of this Agreement is held unenforceable, the remaining provisions shall remain in full force and effect. The parties agree to cooperate in good faith to execute any further documents or take such actions as reasonably required to effectuate the purpose of this Agreement.

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