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DIGITAL MARKETING AGREEMENT

This Digital Marketing Agreement (hereinafter referred to as the "Agreement") is entered into as of [Date], by and between DigitalBoost Strategies, a company registered under the laws of the United States, having its principal office at [Address] (hereinafter referred to as the "Service Provider"), and TechEdge Enterprises LLC, a limited liability company organized and existing under the laws of the United States, having its principal office at [Address] (hereinafter referred to as the "Client").

1. SCOPE OF SERVICES

1.1. Digital Marketing Services

Service Provider shall provide Client with digital marketing services, including but not limited to online marketing strategies, advertising campaigns, search engine optimization (SEO), pay-per-click advertising (PPC), email marketing, social media management, and various content creation services (collectively, the "Services") in accordance with the terms of this Agreement.

2. PERFORMANCE METRICS

2.1. Measurable Goals

Service Provider and Client shall mutually agree upon specific, measurable performance goals for the Services (the "Performance Metrics"). The Performance Metrics may include, but are not limited to, increased website traffic, enhanced user engagement, improved search engine rankings, and higher conversion rates. Service Provider shall provide Client with periodic reports detailing the progress of the Services toward achieving the Performance Metrics.

3. PAYMENT

3.1. Payment Terms

Client shall pay Service Provider fees for the Services as agreed upon by the Parties in a separate document (the "Payment Schedule"), which shall be incorporated herein by reference. The Service Provider shall invoice the Client monthly or as otherwise specified in the Payment Schedule. Client shall make payments within thirty (30) days of receipt of an invoice from the Service Provider. Payments not received within this time frame shall accrue interest at a rate of 1.5% per month, or the highest amount permitted by law, whichever is less.

4. TERM AND TERMINATION

4.1. Term

This Agreement shall be effective as of the date first above written and shall remain in effect for a period of one (1) year, unless terminated earlier pursuant to Section 4.2 below. Thereafter, the Agreement shall automatically renew for additional one-year terms, unless either Party provides the other with written notice of non-renewal at least thirty (30) days prior to the expiration of the then-current term.

4.2. Termination

Either Party may terminate this Agreement upon providing written notice to the other Party in the event that the other Party breaches any material term or condition of this Agreement, and the breaching Party fails to cure such breach within thirty (30) days after receipt of written notice of such breach from the non-breaching Party.

5. INTELLECTUAL PROPERTY

5.1. Ownership

All intellectual property rights, including copyright and trademark rights, in any materials created, developed, or provided by Service Provider in the course of performing the Services, including but not limited to any reports, designs, and creative content (collectively, the "Work Product") shall be the sole property of the Client, upon full payment of the Fees by Client to Service Provider. Service Provider hereby assigns to Client all right, title, and interest in and to the Work Product, including all intellectual property rights therein.

6. CONFIDENTIALITY

Each Party agrees to maintain in strict confidence, and not to disclose to any third party, any confidential or proprietary information of the other Party (the "Confidential Information") received or obtained in connection with the performance of this Agreement, except as required by law or as expressly authorized by the disclosing Party. Each Party shall take all reasonable precautions to prevent the unauthorized disclosure or use of the Confidential Information by its employees, agents, and representatives.

7. WARRANTIES AND LIMITATION OF LIABILITY

7.1. Service Provider Warranties

Service Provider represents and warrants that it has the necessary experience, skills, and resources required to perform the Services in a professional and workmanlike manner, and that the Work Product will be of professional quality, free from material defects. In the event of a breach of this warranty, Service Provider's sole obligation and liability shall be to re-perform the Services, at no additional charge to Client.

7.2. Limitation of Liability

IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, WHETHER SUCH DAMAGES ARE BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE TOTAL LIABILITY OF EITHER PARTY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, SHALL IN NO EVENT EXCEED THE TOTAL AMOUNT OF FEES PAID OR PAYABLE BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT.

8. INDEMNIFICATION

Each Party (the "Indemnifying Party") shall defend, indemnify, and hold harmless the other Party, its affiliates, officers, directors, employees, and agents (the "Indemnified Party") from and against any and all claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising out of or relating to the Indemnifying Party's breach of this Agreement, negligence, or willful misconduct.

9. GOVERNING LAW AND DISPUTE RESOLUTION

This Agreement shall be governed by, and construed in accordance with, the laws of the United States, without regard to the conflict of laws principles thereof. Any dispute, controversy, or claim arising out of or relating to this Agreement, or the breach thereof, shall be settled by arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules. Judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.

10. MISCELLANEOUS

10.1. Assignment

This Agreement shall be binding upon and shall inure to the benefit of the Parties hereto and their respective successors and assigns, provided however that neither Party may assign this Agreement, in whole or in part, without the prior written consent of the other Party (which consent shall not be unreasonably withheld).

10.2. Amendment and Waiver

This Agreement may be amended or modified only by a written instrument executed by the Parties hereto. No waiver of any provision of this Agreement shall be deemed to be, or shall constitute, a waiver of any other provision, nor shall any waiver constitute a continuing waiver. No waiver shall be binding unless executed in writing by the Party making the waiver.

10.3. Counterparts

This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the Parties have executed this Digital Marketing Agreement as of the date first above written.

DIGITALBOOST STRATEGIES TECHEDGE ENTERPRISES LLC

By: ________________________ By: ________________________
Name: ______________________ Name: ______________________
Title: ______________________ Title: ______________________