JOINT MARKETING AGREEMENT

This Joint Marketing Agreement ("Agreement") is entered into as of the date of electronic acceptance ("Effective Date") by and between QSai LLC, a Texas limited liability company ("QSai" or "Service Provider"), and the partner entity accepting these terms ("Partner"). By clicking "Accept" or otherwise confirming acceptance on our website, Partner agrees to be bound by this Agreement.

1. DEFINITIONS

1.1 "Agreement" means this Joint Marketing Agreement, including all exhibits, schedules, and amendments incorporated by reference.

1.2 "Confidential Information" means any non-public information disclosed by one Party to the other — oral, written, or digital — that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Includes business strategies, client lists, pricing, marketing plans, and technical information.

1.3 "Joint Marketing Efforts" means the coordinated marketing activities, campaigns, events, and initiatives undertaken by the Parties to promote their respective services and generate business opportunities.

1.4 "Marketing Materials" means all promotional, advertising, and co-branded content developed or distributed by either Party in connection with the Joint Marketing Efforts.

1.5 "Client Leads" means potential client contacts or opportunities identified and shared between the Parties pursuant to the Deal Sharing provisions of this Agreement.

1.6 "Deal Sharing" means the process by which the Parties discuss, refer, and collaborate on client engagements, including referral fees or revenue-sharing arrangements as agreed in writing.

1.7 "CISO Marketplace Ecosystem" means the network of cybersecurity-focused properties, tools, and partner sites operated by or affiliated with QSai LLC, including cisomarketplace.services and related subdomains.

1.8 "Term" means the duration of this Agreement as set forth in Section 8.

2. PURPOSE & SCOPE

2.1 Purpose. This Agreement establishes a collaborative framework for joint marketing, co-branding, and deal sharing between QSai and Partner within the cybersecurity industry.

2.2 Scope. Under this Agreement, the Parties may jointly:

• Develop and share Marketing Materials, including co-branded content for the CISO Marketplace Ecosystem
• Engage in joint campaigns including webinars, events, digital marketing, social media, and newsletter promotions
• Share and refer Client Leads and collaborate on potential client engagements
• Negotiate revenue-sharing or referral fee arrangements for referred client deals
• Promote AI-powered cybersecurity services offered by QSai, including engagements delivered under Anthropic Claude and OpenAI Trusted Access for Cyber (TAC) partner programs

3. JOINT MARKETING OBLIGATIONS

3.1 Planning and Coordination. The Parties shall designate primary contacts to coordinate Joint Marketing Efforts and schedule regular planning touchpoints to review progress and upcoming initiatives.

3.2 Development of Marketing Materials. When creating co-branded Marketing Materials:

• Both Parties must approve all materials in writing prior to public release
• All materials must adhere to the brand guidelines of both Parties as separately provided
• Neither Party may represent the other as an exclusive partner without express written consent

3.3 Promotion and Distribution. The Parties agree to:

• Jointly promote collaborative events and campaigns through their respective channels
• Make reasonable efforts to feature each other's services in relevant marketing communications
• Provide mutual support in reaching defined target audiences

3.4 Deal Sharing and Lead Referrals.

• Lead Sharing: Either Party may share Client Leads with the other, provided such sharing complies with applicable privacy laws and each Party's internal policies
• Referral Arrangements: Where a Client Lead results in a new engagement, the Parties shall negotiate in good faith a referral fee or revenue-sharing arrangement, memorialized in a separate written addendum

4. CONFIDENTIALITY & NON-DISCLOSURE

4.1 Confidentiality Obligations. Each Party agrees to maintain the confidentiality of Confidential Information and use it solely for purposes related to the Joint Marketing Efforts. Neither Party shall disclose Confidential Information to any third party without prior written consent, except as required by law.

4.2 Incorporation of NDA Terms. This Agreement supersedes any separate NDA previously executed between the Parties related to joint marketing or deal-sharing activities.

4.3 Survival. Confidentiality obligations survive termination of this Agreement for a period of three (3) years.

5. INTELLECTUAL PROPERTY & TRADEMARK USE

5.1 Ownership. Each Party retains all right, title, and interest in its own intellectual property and trademarks. Nothing in this Agreement transfers IP ownership.

5.2 License to Use Marks. Each Party grants the other a non-exclusive, royalty-free, revocable license to use its trademarks and logos solely in connection with the Joint Marketing Efforts and as expressly authorized in writing.

5.3 Approval and Guidelines. All use of a Party's intellectual property must be consistent with that Party's brand guidelines. Each Party retains the right to review and approve any use of its marks in Marketing Materials.

5.4 AI Partner Marks. QSai may reference its status as an Anthropic Claude Partner and OpenAI Trusted Access for Cyber (TAC) verified entity in joint materials. Partner may reference this status only with QSai's express prior written approval.

6. DATA PROTECTION & COMPLIANCE

6.1 Data Handling. Personal or sensitive data exchanged in connection with Client Leads or Joint Marketing Efforts shall be handled in accordance with applicable data protection and privacy laws, including Texas state regulations and, where applicable, GDPR and CCPA.

6.2 Security Measures. Each Party shall implement and maintain reasonable security measures to protect data received from the other Party from unauthorized access, disclosure, or misuse.

6.3 AI Data Use. Where joint marketing references or demonstrates AI-powered tools, each Party is responsible for ensuring its own use of AI models complies with the applicable provider's terms (Anthropic, OpenAI, or others).

7. REPRESENTATIONS, WARRANTIES & INDEMNIFICATION

7.1 Mutual Representations. Each Party represents and warrants that:

• It has the full power and authority to enter into this Agreement
• Its performance complies with all applicable laws and regulations
• Any marketing materials provided do not infringe upon any third-party rights

7.2 Indemnification. Each Party shall indemnify, defend, and hold harmless the other Party, its officers, directors, employees, and agents from claims, damages, liabilities, or expenses (including reasonable attorneys' fees) arising from: (a) a breach of any representation, warranty, or obligation under this Agreement; or (b) negligent or willful misconduct in connection with the Joint Marketing Efforts.

8. TERM AND TERMINATION

8.1 Term. This Agreement commences on the Effective Date and continues for three (3) years unless terminated earlier in accordance with this Section.

8.2 Termination for Convenience. Either Party may terminate this Agreement for any reason upon thirty (30) days' prior written notice.

8.3 Termination for Cause. Either Party may terminate immediately upon written notice if the other Party materially breaches any term and fails to cure within fifteen (15) days of written notice.

8.4 Effect of Termination. Upon termination: (a) all rights and licenses granted herein immediately terminate; (b) each Party shall return or destroy the other's Confidential Information; (c) outstanding referral fee obligations arising from leads shared prior to termination survive and shall be resolved per any applicable addendum.

9. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT. EACH PARTY'S TOTAL LIABILITY SHALL NOT EXCEED THE AGGREGATE AMOUNT PAID OR PAYABLE UNDER THIS AGREEMENT DURING THE PRECEDING TWELVE (12) MONTHS.

10. DISPUTE RESOLUTION

10.1 Good Faith Negotiations. The Parties shall first seek to resolve any dispute through good faith negotiations.

10.2 Arbitration. If not resolved within thirty (30) days of written notice, disputes shall be submitted to binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules, seated in Houston, Texas. The arbitrator's decision shall be final and binding.

10.3 Governing Law. This Agreement is governed by the laws of Texas, United States of America, without regard to conflict of law principles.

11. MISCELLANEOUS

11.1 Force Majeure. Neither Party is liable for delay or failure due to causes beyond its reasonable control, including acts of God, natural disasters, cyberattacks on third-party infrastructure, or governmental actions.

11.2 Assignment. Neither Party may assign this Agreement without prior written consent, except in connection with a merger, acquisition, or sale of substantially all assets.

11.3 Entire Agreement. This Agreement constitutes the entire understanding between the Parties and supersedes all prior agreements related to its subject matter.

11.4 Amendments. No modification is valid unless in writing and signed by authorized representatives of both Parties.

11.5 Severability. If any provision is held invalid, the remaining provisions remain in full force.

11.6 Waiver. Failure to enforce any provision does not constitute a waiver of future enforcement.

11.7 Counterparts & Electronic Acceptance. This Agreement may be executed electronically, with electronic signatures deemed valid and binding.

12. ACCEPTANCE

By clicking "Accept" on our website or otherwise confirming acceptance, Partner acknowledges it has read, understood, and agrees to be bound by this Joint Marketing Agreement.