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Licensing and Distribution of Software Agreement

This Licensing and Distribution of Software Agreement ("Agreement") is entered into as of the date last signed below (the "Effective Date") by and between InnovateTech Software Solutions Inc., a corporation organized and existing under the laws of the United States, with its principal place of business at [Address] ("Licensor"), and GlobalTech Distribution LLC, a limited liability company organized and existing under the laws of the United States, with its principal place of business at [Address] ("Licensee").

1. Grant of License

1.1. Scope of License

Licensor hereby grants Licensee a non-exclusive, non-transferable, worldwide license during the Term to (i) make copies of the TechMaster Pro project management software program ("Software") for the purpose of installing the Software on computers owned or controlled by end-users ("Users") and (ii) distribute and sublicense the Software to Users in accordance with the terms of this Agreement. Licensee may not transfer or sublicense the Software to any other party without the prior written consent of Licensor.

2. Distribution Channels

2.1. Approved Distribution Channels

Licensee is authorized to distribute the Software through its own website, affiliated webstores, authorized resellers, and electronic software distribution platforms approved by Licensor. Licensee shall not distribute the Software through any other channels without the prior written consent of Licensor.

3. Royalties

3.1. Royalty Rate

Licensee shall pay Licensor a royalty for each copy of the Software sublicensed to Users. The royalty rate shall be equal to twenty percent (20%) of the Net Sales Price of each copy of the Software sold by Licensee. "Net Sales Price" means the actual sales price received by Licensee for the Software, less any sales taxes, duties, discounts, credits, and refunds.

3.2. Royalty Report and Payment

Licensee shall submit to Licensor a detailed royalty report, on a quarterly basis within thirty (30) days after the end of each calendar quarter, showing the number of copies of the Software sublicensed to Users, the gross and net revenues from such sublicenses, and the calculation of the royalty payment due for the quarter. Royalty payments shall be due and payable together with the submission of each royalty report.

4. Intellectual Property Rights

4.1. Ownership

All intellectual property rights in and to the Software and any modifications, enhancements, updates, upgrades, and documentation provided by Licensor (collectively, "IP Rights") are and shall remain the exclusive property of Licensor. Licensee acknowledges that no title to the IP Rights transfers to Licensee by this Agreement. Licensee shall take all reasonable steps to protect and maintain the IP Rights of Licensor during the term of this Agreement.

4.2. No Unauthorized Use

Except as expressly authorized in this Agreement, Licensee shall not use, reproduce, sublicense, distribute, or disclose the Software or any portion thereof in any form or by any means, nor permit any third party to do so. Licensee shall not decompile, reverse engineer, disassemble or otherwise attempt to derive the source code of the Software. Licensee will immediately notify Licensor in writing of any unauthorized use or disclosure of the Software or infringement of Licensor's IP Rights.

5. Term and Termination

5.1. Term

The term of this Agreement shall commence on the Effective Date and shall continue for a period of three (3) years unless terminated earlier in accordance with this Agreement (the "Term").

5.2. Termination for Breach

Either party may terminate this Agreement upon written notice if the other party materially breaches any term or condition of this Agreement and fails to remedy such breach within thirty (30) days after receipt of written notice of the same.

5.3. Effect of Termination

Upon termination of this Agreement, all rights and licenses granted to Licensee under this Agreement shall immediately cease, and Licensee shall promptly return to Licensor, or destroy and certify the destruction of, all copies of the Software and any confidential information of Licensor in its possession or control.

6. Governing Law and Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of the United States and the State of [State], without regard to its conflicts of law provisions. The parties hereby consent to the exclusive jurisdiction and venue of the state and federal courts located in [State] for any disputes arising under this Agreement.

7. Miscellaneous

7.1. Entire Agreement

This Agreement constitutes the entire agreement between the parties hereto, and supersedes all prior or contemporaneous agreements, understandings, and negotiations, whether oral or written, with respect to the subject matter hereof.

7.2. Amendment

This Agreement may only be amended in writing signed by both parties.

7.3. No Waiver

No waiver of any provision of this Agreement shall be valid unless in writing and signed by the party against whom enforcement is sought. No waiver of any breach or default hereunder shall be deemed a waiver of any subsequent breach or default of the same or similar nature.

7.4. Severability

If any provision of this Agreement is held to be invalid, illegal, or unenforceable under applicable law, such provision shall be struck from the Agreement and the remaining provisions shall continue in full force and effect.

8. Execution

IN WITNESS WHEREOF, each of the parties hereto has executed this Agreement in duplicate originals as of the Effective Date.

InnovateTech Software Solutions Inc.

By: _____________________________

Name: ___________________________

Title: __________________________

Date: ___________________________

GlobalTech Distribution LLC

By: _____________________________

Name: ___________________________

Title: __________________________

Date: ___________________________