This Strategic Partnership Agreement ("Agreement") is made and entered into as of March 15, 2024, by and between:

TechFlow Solutions Inc., 789 Innovation Drive, Austin, TX ("TechFlow")

DataCore Systems LLC, 456 Market Street, San Francisco, CA ("DataCore")

TechFlow will integrate DataCore's analytics platform into TechFlow's enterprise software suite for joint customer offerings.

DataCore will receive 25% of net revenue from joint sales, paid quarterly within 30 days of quarter end.

TechFlow commits to achieving minimum sales targets of $2M annually by Year 2. DataCore commits to maintaining 99.5% uptime and providing customer support within 4 business hours. Failure to meet these metrics may result in renegotiation of terms.

Both parties will comply with applicable data protection laws including GDPR and CCPA. Customer data remains owned by the customer, with both parties acting as processors. DataCore may use aggregated, anonymized data for product improvement purposes.

Both parties agree to maintain strict confidentiality of proprietary information for 5 years following termination. Confidential information includes customer lists, pricing strategies, technical specifications, and business plans. Exceptions include publicly available information and independently developed information.

Neither party shall be liable for delays or failures in performance resulting from acts beyond reasonable control, including natural disasters, government actions, war, terrorism, or pandemic-related restrictions. Affected party must provide prompt notice and use reasonable efforts to mitigate impact.

Any disputes arising under this Agreement shall be resolved through binding arbitration under the rules of the American Arbitration Association. Arbitration shall take place in Delaware. The prevailing party shall be entitled to reasonable attorney's fees and costs.

This Agreement shall be governed by the laws of the State of Delaware, without regard to conflict of law principles. Both parties consent to the exclusive jurisdiction of Delaware courts for any matters not subject to arbitration.

This Agreement constitutes the entire agreement between the parties and supersedes all prior negotiations, representations, or agreements. Modifications must be in writing and signed by both parties. If any provision is deemed unenforceable, the remainder shall remain in full force.