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, United States of America limited liability company ("QSai" or "Service Provider"), and <Partner Name> ("Partner"). QSai and Partner may be referred to herein individually as a "Party" or collectively as the "Parties." By clicking "Accept" or otherwise confirming acceptance on our website, Partner agrees to be bound by the terms of this Agreement.

1. DEFINITIONS

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

1.2 "Confidential Information" means any non-public information disclosed by one Party to the other, whether oral, written, digital, or otherwise, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances surrounding disclosure. Confidential Information includes, but is not limited to, 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 collaborate on generating potential client leads and 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 that either Party identifies and shares with the other Party pursuant to the Deal Sharing provisions of this Agreement.

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

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

2. PURPOSE & SCOPE

2.1 Purpose.

The purpose of this Agreement is to establish a collaborative framework for joint marketing activities, co-branding initiatives, and deal sharing between QSai and Partner. This Agreement is intended to facilitate the discussion of potential client work and to outline the responsibilities and benefits of each Party in the marketing and referral process.

2.2 Scope.

Under this Agreement, the Parties will jointly:

• Develop and share Marketing Materials.
• Engage in co-branded marketing campaigns, including webinars, events, digital marketing, and social media promotions.
• Share and refer Client Leads and collaborate on potential client engagements and business opportunities.
• Discuss and, where applicable, agree upon revenue sharing or referral fee arrangements for client deals referred between the Parties.

3. JOINT MARKETING OBLIGATIONS

3.1 Planning and Coordination.

The Parties shall designate primary contacts to coordinate Joint Marketing Efforts and schedule regular planning meetings to review progress, upcoming initiatives, and opportunities for collaboration.

3.2 Development of Marketing Materials.

Each Party is responsible for providing its own marketing content and materials; however, when creating co-branded Marketing Materials:

• Both Parties must approve all materials in writing prior to public release.
• All Marketing Materials must adhere to the brand guidelines and quality standards of both Parties, as separately provided.

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 and expertise in marketing communications.
• Provide mutual support in reaching target audiences as defined in the Joint Marketing Plan.

3.4 Client Lead Sharing and Deal Sharing.

• Lead Sharing: Each Party may share Client Leads with the other, provided that such sharing complies with applicable privacy laws and each Party\'s internal policies.
• Referral and Revenue Sharing: In the event a Client Lead results in a new engagement, the Parties agree to negotiate in good faith a referral fee or revenue-sharing arrangement. Any such arrangement shall be memorialized in a separate written agreement or an addendum to this Agreement.

4. CONFIDENTIALITY & NON-DISCLOSURE

4.1 Confidentiality Obligations.

Each Party agrees to maintain the confidentiality of Confidential Information disclosed under this Agreement and to use such information solely for purposes related to the Joint Marketing Efforts. Neither Party shall disclose Confidential Information to any third party without the prior written consent of the disclosing Party, except as required by law.

4.2 Incorporation of NDA Terms.

This Agreement incorporates and supersedes any separate Non-Disclosure Agreement (NDA) previously executed between the Parties in relation to joint marketing or deal-sharing activities.

4.3 Survival.

The confidentiality obligations set forth in this Section shall survive the termination of this Agreement for a period of <number of years> 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 any rights in a Party\'s intellectual property or trademarks.

5.2 License to Use Marks.

Subject to the terms of this Agreement, each Party grants the other a non-exclusive, royalty-free, revocable license to use its trademarks, logos, and trade names 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 the brand guidelines provided by that Party. Each Party shall have the right to review and approve any use of its trademarks or logos in any Marketing Materials.

6. DATA PROTECTION & COMPLIANCE

6.1 Data Handling.

Any personal or sensitive data exchanged between the Parties in connection with Client Leads or Joint Marketing Efforts shall be handled in accordance with applicable data protection and privacy laws, including state and local regulations of Texas, United States of America.

6.2 Security Measures.

Each Party agrees to implement and maintain reasonable security measures to protect any data received from the other Party from unauthorized access, disclosure, or misuse.

7. REPRESENTATIONS, WARRANTIES, & INDEMNIFICATION

7.1 Mutual Representations and Warranties.

Each Party represents and warrants that:

• It has the full power and authority to enter into this Agreement.
• Its performance under this Agreement will comply with all applicable laws and regulations.
• Any marketing or promotional 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 and against any claims, damages, liabilities, or expenses (including reasonable attorneys\' fees) arising from:

• A breach of any representation, warranty, or obligation under this Agreement.
• The negligent or willful misconduct of the indemnifying Party in connection with the Joint Marketing Efforts.

8. TERM AND TERMINATION

8.1 Term.

This Agreement shall commence on the Effective Date and continue for a period of three 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 to the other Party.

8.3 Termination for Cause.

Either Party may terminate this Agreement immediately upon written notice if the other Party materially breaches any term or condition of this Agreement and fails to cure such breach within fifteen (15) days after receipt of written notice.

8.4 Effect of Termination.

Upon termination:

• All rights and licenses granted herein shall immediately terminate.
• Each Party shall return or destroy any Confidential Information of the other Party.
• Any outstanding referral fee or revenue-sharing obligations arising from Client Leads shared prior to termination shall survive termination and be resolved in accordance with any separate arrangement or addendum.

9. LIMITATION OF LIABILITY

9.1 Limitation.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT, OR OTHERWISE. EACH PARTY\'S TOTAL LIABILITY SHALL NOT EXCEED THE AGGREGATE AMOUNT PAID OR PAYABLE UNDER THIS AGREEMENT DURING THE <preceding 12-month period>.

10. DISPUTE RESOLUTION

10.1 Good Faith Negotiations.

In the event of any dispute arising under or in connection with this Agreement, the Parties shall first seek to resolve the dispute through good faith negotiations.

10.2 Mediation/Arbitration.

If the dispute is not resolved through negotiations within thirty (30) days, the Parties agree to submit the dispute to mediation administered by "TBD" Institution in Houston, Texas. If mediation fails to resolve the dispute within <number> days, the dispute shall be resolved by binding arbitration in accordance with the rules of "TBD" Institution. The decision of the arbitrator(s) shall be final and binding, and judgment upon the award rendered may be entered in any court of competent jurisdiction.

10.3 Governing Law.

This Agreement shall be governed by and construed in accordance with the laws of Texas, United States of America, without regard to its conflict of law principles.

11. MISCELLANEOUS

11.1 Force Majeure.

Neither Party shall be liable for any delay or failure in performance due to circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, or governmental actions.

11.2 Assignment.

Neither Party may assign this Agreement or any rights or obligations hereunder without the prior written consent of the other Party, except in connection with a merger, acquisition, or sale of substantially all of its assets.

11.3 Entire Agreement.

This Agreement, together with any exhibits or addenda hereto, constitutes the entire understanding between the Parties with respect to its subject matter and supersedes all prior agreements, communications, or understandings, whether written or oral.

11.4 Amendments.

No modification or amendment of this Agreement shall be valid unless in writing and signed by authorized representatives of both Parties.

11.5 Severability.

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

11.6 Waiver.

The failure of either Party to enforce any provision of this Agreement shall not be deemed a waiver of future enforcement of that or any other provision.

11.7 Counterparts & Electronic Acceptance.

This Agreement may be executed in counterparts, each of which shall be deemed an original, and may be executed and delivered electronically, with such electronic signatures being deemed valid and binding.

12. ACCEPTANCE

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

Partner:
Name: <Partner Representative Name>
Title: <Title>
Date: <Date>

QSai LLC:
Name: <QSai Representative Name>
Title: <Title>
Date: <Date>