A. Countertrade has developed, assembled, acquired, licensed, configured, or arranged access to a commercial infrastructure for the establishment and operation of independently owned Trade Exchange businesses, including, depending on the Selected License Tier, software systems, branded websites, operating resources, business processes, training materials, transaction-management tools, Trade Credit functionality, member-management capabilities, sales and marketing resources, contracts and forms, support resources, and related technology and implementation services.

B. Countertrade markets multiple Trade Exchange license tiers distinguished principally by their stated Trade Credit Capacity, License Fee, projected business scale, and the specific Business Resources included with the selected tier.

C. Licensee desires to acquire the contractual rights, business setup, technology access, Business Resources, and other deliverables associated with the Selected License Tier so that Licensee may establish and operate a Trade Exchange Business under Licensee's ownership, subject to this Agreement, the License Schedule, the applicable Schedules and Addenda, Applicable Law, and any legally required third-party approvals.

D. The Parties intend to distinguish clearly between:

1. Licensee's ownership of the independently operated Trade Exchange Business established for Licensee;

2. Licensee's ownership of assets expressly transferred to Licensee;

3. Licensee's rights to use licensed technology, systems, materials, brands, or intellectual property; and

4. Countertrade's or applicable third parties' continuing ownership of technology, software, intellectual property, infrastructure, methodologies, systems, and other assets that are licensed rather than sold.

E. Certain services or functionality associated with the Trade Exchange Business may depend upon banks, card issuers, payment processors, payment networks, telecommunications providers, hosting providers, identity-verification providers, compliance vendors, regulated financial institutions, governmental authorities, or other independent third parties. This Agreement does not itself constitute or grant any banking charter, governmental license, card-network membership, money-transmission authorization, payment-institution authorization, securities authorization, insurance authorization, or other governmental or third-party approval.

F. Certain purchasers may separately elect launch guarantees, territorial rights, Done-for-You management, revenue-sharing arrangements, technology packages, or other optional services. No such optional arrangement applies unless expressly identified in the License Schedule or an applicable executed Addendum.

G. The Parties recognize that the legal classification, disclosure obligations, registration requirements, cooling-off or waiting periods, earnings-claim requirements, and other mandatory rules applicable to the offer or sale of the Trade Exchange Business may vary according to jurisdiction and the facts of the transaction. Nothing in this Agreement is intended to waive, avoid, mischaracterize, or contract around any non-waivable Applicable Law.

NOW, THEREFORE, for valuable consideration, the receipt and sufficiency of which are acknowledged, and intending to be legally bound, the Parties agree as follows.

1.1 Defined Terms

For purposes of this Agreement and, unless expressly stated otherwise, its incorporated Schedules and Addenda, the following terms have the meanings set forth below.

1.1.1 “Account”

means any administrative, owner, staff, member, company, user, transaction, settlement, reporting, or other account created within or in connection with the Platform.

1.1.2 “Affiliate”

means, with respect to a Person, any other Person that directly or indirectly controls, is controlled by, or is under common control with that Person, where “control” means the direct or indirect power to direct or materially influence the management or policies of the relevant Person, whether through ownership, contract, voting rights, or otherwise.

1.1.3 “Agreement”

means this Master Trade Exchange Business License & Setup Agreement together with the License Schedule and every Schedule, Addendum, exhibit, attachment, amendment, or other document expressly incorporated into it.

1.1.4 “Applicable Law”

means every law, statute, regulation, ordinance, rule, binding regulatory requirement, court order, governmental order, sanction, licensing requirement, tax requirement, data-protection requirement, consumer-protection requirement, franchise or business-opportunity requirement, advertising requirement, anti-money-laundering requirement, counter-terrorist-financing requirement, anti-bribery requirement, trade-control requirement, and other legally binding obligation applicable to a Party, the Trade Exchange Business, the Platform, a transaction, a Member, the Territory, or the performance of this Agreement.

Applicable Law includes mandatory law that applies notwithstanding a contractual choice of law.

1.1.5 “Applicant”

means the individual or entity that submits an application to acquire a Trade Exchange license, whether or not that Applicant subsequently becomes the Licensee.

1.1.6 “Approved Activity”

means an activity permitted by this Agreement, the applicable Platform rules, the operating policies applicable to the Trade Exchange Business, Applicable Law, and any applicable third-party provider requirements.

1.1.7 “Authorized User”

means an individual whom Licensee properly authorizes to access or use the Platform or another licensed resource on Licensee's behalf, subject to the permissions applicable to that user.

1.1.8 “Brand Assets”

means the trade names, trademarks, service marks, logos, trade dress, design elements, domain names, marketing identities, branded templates, and other source-identifying materials used in connection with the Trade Exchange Business.

Brand Assets may include:

(a) assets owned by Licensee;

(b) assets created specifically for Licensee and expressly transferred to Licensee;

(c) Countertrade-owned assets licensed to Licensee; and

(d) third-party assets used under an applicable license.

The ownership status of a Brand Asset is determined by the applicable Schedule and not merely by its appearance on Licensee's Trade Exchange website, Platform, card, document, or marketing material.

1.1.9 “Business Resources”

means the resources, systems, materials, tools, deliverables, support components, templates, training programs, manuals, operating resources, websites, technology components, marketing resources, business-development resources, and other items expressly included with the Selected License Tier.

The definitive Business Resources for Licensee are those identified in the applicable License Schedule and Resource Schedule.

1.1.10 “Card Program”

means any physical or virtual payment-card program, including any program using a payment-network brand, that may be offered to eligible Members through an approved Regulated Service Provider.

A Card Program is separate from Trade Credit itself and is subject to the requirements, approval processes, limitations, and continued participation of the applicable Regulated Service Provider and payment network.

1.1.11 “Confidential Information”

means non-public commercial, technical, financial, operational, contractual, strategic, security, customer, Member, business-development, transaction, software, intellectual-property, or other information disclosed by or on behalf of one Party to the other Party that reasonably should be understood to be confidential given its nature or the circumstances of disclosure.

Confidential Information includes, where applicable:

(a) source code and non-public software architecture;

(b) operating methods and manuals;

(c) pricing methodologies not publicly disclosed;

(d) security procedures;

(e) Member or applicant data;

(f) transaction data;

(g) business plans;

(h) marketing methods;

(i) proprietary forms and contractual structures;

(j) non-public financial information;

(k) system credentials and access information; and

(l) non-public information concerning third-party providers.

1.1.12 “Countertrade”

means Countertrade Pte Ltd, the contracting entity under this Agreement, together with any permitted successor that validly assumes the applicable obligations of Countertrade Pte Ltd under the Transaction Documents. A provision expressly referring to a Countertrade Affiliate applies only to the identified Affiliate and does not alter the identity of the contracting Party.

Use of the Countertrade brand or a Countertrade Affiliate in technology, marketing, support, or service delivery does not by itself substitute that Affiliate for Countertrade Pte Ltd as the contracting Party.

1.1.13 “Countertrade Intellectual Property”

means all Intellectual Property Rights owned by, licensed to, or lawfully controlled by Countertrade or a Countertrade Affiliate and made available to Licensee without an express written transfer of ownership.

Countertrade Intellectual Property may include:

(a) Platform software;

(b) source code and object code;

(c) database structures;

(d) workflows;

(e) system architecture;

(f) interfaces;

(g) APIs;

(h) operating methods;

(i) algorithms;

(j) documentation;

(k) manuals;

(l) training materials;

(m) templates;

(n) proprietary commercial methodologies;

(o) marketing frameworks;

(p) Trade Credit administration systems;

(q) transaction-management systems;

(r) member-management systems;

(s) dashboards;

(t) automation systems;

(u) analytics systems; and

(v) other proprietary technology or materials.

1.1.14 “Data”

means information, records, content, transaction information, user information, documents, files, logs, analytics, or other data processed through or in connection with the Trade Exchange Business or Platform.

1.1.15 “Delivery” or “Delivered”

means the completion or making available of a deliverable in the manner specified in this Agreement, the License Schedule, or the applicable Resource Schedule.

Delivery of an item does not imply that a third party has approved, activated, or completed a service where third-party approval or activation is independently required.

1.1.16 “Done-for-You Management”

means the optional managed-operation service under which Countertrade or an authorized service provider performs agreed operating functions for Licensee pursuant to a separately executed Done-for-You Trade Exchange Management & Revenue Share Agreement.

Done-for-You Management is not included solely because Countertrade provides setup, training, technical support, implementation assistance, or other Business Resources.

1.1.17 “Effective Date”

means the date specified as the Effective Date in the License Schedule, subject to any mandatory pre-sale disclosure, waiting-period, registration, approval, or other legal requirement that prevents the Agreement from becoming binding on that date.

If Applicable Law prohibits the Agreement from becoming binding until a later date, the Effective Date shall not operate to waive that requirement.

1.1.18 “Financial Performance Representation”

means any statement, projection, illustration, calculation, example, historical result, target, range, forecast, model, or other representation concerning actual or potential:

(a) revenue;

(b) sales;

(c) fees;

(d) income;

(e) profit;

(f) transaction volume;

(g) client or Member volume;

(h) return on investment;

(i) investment recovery;

(j) business value;

(k) financial performance; or

(l) other financial result

of a Trade Exchange Business or related activity.

1.1.19 “Governmental Authority”

means any national, federal, state, provincial, regional, municipal, local, supranational, regulatory, administrative, judicial, tax, customs, sanctions, law-enforcement, licensing, or other governmental authority having jurisdiction.

1.1.20 “Guarantee Addendum”

means a separately applicable written addendum governing a stated launch, performance, refund, or other guarantee.

No guarantee is created merely by a projection, estimate, illustration, target, example, or Financial Performance Representation.

1.1.21 “Intellectual Property Rights”

means all existing and future rights recognized under Applicable Law relating to:

(a) patents and inventions;

(b) copyrights;

(c) trademarks and service marks;

(d) trade names;

(e) domain names;

(f) trade dress;

(g) database rights;

(h) software;

(i) designs;

(j) trade secrets;

(k) know-how;

(l) confidential information;

(m) proprietary methods;

(n) moral rights to the extent applicable; and

(o) other intellectual or industrial property rights,

including registrations, applications, renewals, extensions, and rights to enforce them.

1.1.22 “Launch”

means the point at which the Trade Exchange Business has reached the launch condition specified in the applicable License Schedule, Launch Plan, or Guarantee Addendum.

Unless expressly stated otherwise in an applicable Schedule, “Launch” does not necessarily mean that every optional third-party service, regulated service, Card Program, banking arrangement, international integration, or future enhancement has been approved or activated.

1.1.23 “License”

means the contractual rights granted to Licensee under this Agreement to establish and operate the Trade Exchange Business and to use specified licensed components of the Platform, Business Resources, Countertrade Intellectual Property, and related infrastructure, subject to the scope and limitations of this Agreement.

1.1.24 “License Fee”

means the amount identified in the License Schedule as the fee payable for the Selected License Tier, excluding any separately disclosed:

(a) management fee;

(b) advertising budget;

(c) third-party provider charge;

(d) transaction fee;

(e) governmental fee;

(f) tax;

(g) card-program fee;

(h) regulated-provider fee;

(i) optional upgrade; or

(j) other amount not expressly included in the License Fee.

1.1.25 “License Schedule”

means the transaction-specific document identifying the principal commercial particulars applicable to Licensee, including as applicable:

(a) Licensee's identity;

(b) Countertrade's contracting entity;

(c) Selected License Tier;

(d) Trade Credit Capacity;

(e) License Fee;

(f) applicable Territory;

(g) applicable exclusivity rights;

(h) License Term;

(i) Business Resources;

(j) applicable Schedules and Addenda;

(k) selected operational model;

(l) any applicable Guarantee Addendum;

(m) any Done-for-You Management election;

(n) any transaction-specific approved variations; and

(o) other information required to make this Agreement complete for the particular transaction.

1.1.26 “License Term”

means the duration of the License expressly stated in the License Schedule, as affected by any renewal, continuation, termination, mandatory-law requirement, or surviving right under this Agreement.

No duration shall be implied from marketing terminology where the License Schedule expressly states a different legally approved duration.

1.1.27 “Licensee”

means the Person identified as the licensee and owner in the License Schedule.

Where an individual Applicant forms or nominates an entity to own the Trade Exchange Business before execution, the entity identified in the executed License Schedule is the Licensee unless Countertrade expressly agrees otherwise.

1.1.28 “Licensee Assets”

means property owned by Licensee independently of the License and property expressly transferred to Licensee under this Agreement.

Licensee Assets may include:

(a) Licensee's legal entity;

(b) Licensee-funded property;

(c) Licensee-created content;

(d) Licensee's customer and Member relationships, subject to Applicable Law and Data rights;

(e) Licensee's proprietary business records;

(f) transferred Brand Assets;

(g) domains expressly registered to or transferred to Licensee;

(h) assets expressly designated as owned by Licensee in a Schedule; and

(i) proceeds and revenues belonging to Licensee under the applicable agreements.

Licensee Assets do not include Countertrade Intellectual Property merely because Countertrade Intellectual Property is installed, configured, branded, hosted, or used for Licensee's business.

1.1.29 “Managed Operations Agreement”

means the separately executed Done-for-You Trade Exchange Management & Revenue Share Agreement, if applicable.

1.1.30 “Mandatory Disclosure”

means any disclosure document, disclosure statement, financial-performance disclosure, earnings-claim statement, franchise disclosure document, business-opportunity disclosure, cancellation disclosure, refund disclosure, privacy disclosure, electronic-consent disclosure, or other document that Applicable Law requires to be furnished before, at, or after a specified event.

1.1.31 “Member”

means a business, organization, individual, governmental body, or other eligible Person accepted to participate in the Trade Exchange Business under the applicable membership terms and operating rules.

1.1.32 “Operating Policies”

means the documented rules, policies, procedures, controls, compliance requirements, transaction rules, Member requirements, Trade Credit controls, and other operating standards properly applicable to the Trade Exchange Business.

1.1.33 “Owner”

means Licensee in its capacity as owner of the Trade Exchange Business.

The term “Owner” does not, by itself, mean that Licensee owns the Countertrade Intellectual Property, Platform source code, third-party technology, third-party financial infrastructure, or other property that is expressly licensed rather than transferred.

1.1.34 “Ownership”

when used in relation to Licensee's Trade Exchange means Licensee's ownership of the Trade Exchange Business and of the Licensee Assets, together with Licensee's contractual rights under the License.

Ownership does not convert licensed Countertrade Intellectual Property or third-party property into Licensee property unless an express written transfer states otherwise.

1.1.35 “Person”

means an individual, corporation, company, limited liability company, partnership, trust, association, governmental body, unincorporated organization, or other legal or commercial person.

1.1.36 “Platform”

means the software, websites, dashboards, portals, applications, databases, interfaces, workflows, administrative systems, transaction systems, Trade Credit systems, Member systems, APIs, analytics tools, automation tools, technical infrastructure, and related technology made available for operation of the Trade Exchange Business.

The Platform may consist of Countertrade-owned, Countertrade-licensed, Licensee-owned, open-source, and third-party components.

1.1.37 “Projected Income”

means any Financial Performance Representation identified as projected monthly income, projected annual income, projected revenue, potential income, modeled income, target income, or another projection relating to a Selected License Tier.

Projected Income is not a contractual guarantee unless the identical financial commitment is expressly incorporated into an applicable executed Guarantee Addendum as a guaranteed result and all conditions of that Guarantee Addendum are satisfied.

1.1.38 “Regulated Service”

means any service that, in the jurisdiction where it is provided, requires a governmental license, regulatory authorization, bank charter, payment-institution authorization, card-issuer authorization, money-services authorization, securities authorization, insurance authorization, or similar regulated status.

1.1.39 “Regulated Service Provider”

means a bank, financial institution, card issuer, payment processor, payment institution, card network participant, money-services provider, insurer, identity-verification provider, or other third party authorized to provide a Regulated Service.

1.1.40 “Resource Schedule”

means the definitive schedule identifying the Business Resources included with the Selected License Tier.

1.1.41 “Selected License Tier”

means the specific Trade Exchange license tier selected by Licensee and identified in the License Schedule.

1.1.42 “Schedules and Addenda”

means the schedules, addenda, exhibits, attachments, specifications, disclosure acknowledgments, and other documents expressly identified as forming part of this Agreement.

1.1.43 “Taxes”

means all applicable national, federal, state, provincial, regional, municipal, local, value-added, sales, use, income, withholding, excise, customs, transaction, digital-services, and other governmental taxes, charges, duties, assessments, or levies.

1.1.44 “Territory”

means the geographic territory, market, country, region, or other area expressly identified in the License Schedule and, where applicable, governed by the Territory & Exclusivity Addendum.

1.1.45 “Third-Party Service”

means a product, service, platform, network, infrastructure component, integration, account, or other service provided by a Person other than Countertrade.

1.1.46 “Trade Exchange”

means the organized commercial exchange business established for Licensee through which approved Members may engage in qualifying transactions, subject to the applicable contractual, operational, compliance, accounting, tax, and transaction rules.

1.1.47 “Trade Exchange Business”

means the independently owned commercial business established and operated by or for Licensee under this Agreement using the Trade Exchange infrastructure and rights granted under the License.

1.1.48 “Trade Credit”

means a contractual unit of account or exchange value created, recorded, allocated, earned, transferred, used, or otherwise administered within the Trade Exchange system for permitted commercial exchange transactions.

Unless expressly required otherwise by Applicable Law or expressly provided under a separately authorized transaction structure:

(a) Trade Credit is not sovereign currency;

(b) Trade Credit is not legal tender;

(c) Trade Credit is not cryptocurrency merely because it may be recorded electronically;

(d) Trade Credit is not a bank deposit;

(e) Trade Credit does not represent funds held in a bank account merely because an account displays a Trade Credit balance;

(f) issuance of Trade Credit does not itself constitute the transfer of an equivalent amount of cash;

(g) Trade Credit is subject to the applicable contractual rules, transaction requirements, acceptance requirements, compliance requirements, and available network participation; and

(h) any conversion, settlement, card usage, or other mechanism involving cash or regulated payment infrastructure is governed by the separate conditions applicable to that mechanism.

1.1.49 “Trade Credit Capacity”

means the maximum nominal Trade Credit issuance capacity associated with the Selected License Tier as stated in the License Schedule.

Trade Credit Capacity describes the authorized or configured capacity of the Trade Exchange system and does not, by itself:

(a) represent cash deposited with Countertrade;

(b) represent a loan from Countertrade;

(c) represent cash reserves held for Licensee;

(d) constitute a representation that every amount of Trade Credit can be immediately deployed in a commercially completed transaction;

(e) guarantee universal acceptance by any Person;

(f) guarantee conversion into cash;

(g) guarantee availability of a corresponding amount of cash, bank credit, or legal tender; or

(h) eliminate the requirement that actual transactions comply with the applicable commercial, contractual, risk, Member, and legal requirements.

1.1.50 “Trade Exchange Revenue”

means fees, license income, transaction income, management income, royalties, commissions, or other revenues generated by the Trade Exchange Business to the extent allocated to Licensee under the applicable agreements.

1.1.51 “Transaction”

means an authorized commercial transaction recorded, facilitated, administered, matched, contracted, settled, or otherwise processed through or in connection with the Trade Exchange Business.

1.1.52 “Transaction Data”

means records concerning Transactions, including relevant parties, values, timestamps, Trade Credit activity, fees, statuses, approvals, settlement records, and related documentation.

1.1.53 “Website Materials”

means the webpages, videos, demonstrations, presentations, application materials, descriptions, illustrations, FAQs, marketing communications, and other public-facing materials relating to the Trade Exchange opportunity.

1.2 Rules of Interpretation

Unless the context clearly requires otherwise:

(a) the singular includes the plural and the plural includes the singular;

(b) references to a gender include all genders;

(c) “including,” “includes,” and “include” mean “including without limitation”;

(d) “or” is inclusive unless the context expressly requires exclusivity;

(e) a reference to an Article, Section, Schedule, Addendum, or exhibit is a reference to the corresponding part of this Agreement;

(f) headings are for organization and do not limit the substantive meaning of a provision;

(g) references to a law include that law as amended, replaced, supplemented, or re-enacted from time to time, together with binding regulations made under it;

(h) a reference to a document includes that document as lawfully amended in accordance with its terms;

(i) electronic records and signatures may satisfy references to written records or signatures to the extent permitted by Applicable Law and the Electronic Contracting, Records & E-Signature Consent applicable to the transaction;

(j) no presumption against the drafter applies merely because one Party or its counsel prepared or proposed a provision;

(k) obligations stated to apply to Licensee include obligations Licensee must cause its Authorized Users, personnel, contractors, and agents to observe where applicable; and

(l) where a monetary amount appears without a currency designation, the License Schedule shall identify the applicable currency.

1.3 Commercial Terms Versus Legal Characterization

The commercial names used for the Trade Exchange Business, including terms such as “license,” “ownership,” “Trade Exchange,” “Trade Credit,” “platform,” “operator,” “owner,” “business opportunity,” “management,” or similar terminology, describe the intended commercial structure but do not override a mandatory legal classification imposed by Applicable Law.

If a Governmental Authority or Applicable Law characterizes any aspect of the relationship differently from the terminology used by the Parties, the mandatory legal characterization shall control to the extent legally required, without automatically expanding the commercial rights granted to either Party beyond what Applicable Law requires.

1.4 No Interpretation as Banking or Sovereign Monetary Authority

Nothing in this Agreement shall be construed as representing that:

(a) Countertrade or Licensee is a central bank by virtue of this Agreement;

(b) Trade Credit is sovereign currency;

(c) Licensee receives governmental money-creation authority;

(d) Licensee receives a banking charter merely by acquiring the Trade Exchange Business;

(e) Licensee may accept deposits, transmit regulated money, issue regulated payment instruments, issue cards directly through a payment network, conduct regulated lending, or perform another Regulated Service without any authorization required by Applicable Law; or

(f) a reference in Website Materials to functionality analogous to a bank, payment network, credit system, card program, or financial platform eliminates applicable legal, contractual, provider, or regulatory requirements.

This Section does not prevent Licensee from using properly authorized Regulated Service Providers or from conducting activities lawfully permitted to a Trade Exchange.

1.5 No Universal Acceptance Representation

The ability to issue or record Trade Credit does not mean that every business, seller, counterparty, financial institution, or other Person is obligated to accept Trade Credit.

Acceptance, use, transfer, transaction completion, and settlement depend upon the applicable contractual structure, participating Members, counterparties, rules, and transaction circumstances.

2.1 Integrated Contract Architecture

This Agreement is the master contractual framework governing the acquisition, setup, licensing, delivery, and operation of Licensee's Trade Exchange Business.

The transaction-specific rights and obligations are completed through the applicable License Schedule and Schedules and Addenda.

No Schedule or Addendum applies unless:

(a) it is identified in the License Schedule;

(b) it expressly states that it applies to Licensee; or

(c) the Parties subsequently execute or validly accept it in accordance with this Agreement.

2.2 Core Transaction Documents

As applicable to the Selected License Tier and operational model, the contractual package may include:

Schedule A — Trade Exchange License Order Form & License Schedule

Schedule B — Resource and Deliverables Schedule

Schedule C — Territory & Exclusivity Addendum

Schedule D — Platform, Technology & Intellectual Property Schedule

Schedule E — 90-Day Trade Exchange Launch Guarantee & Refund Addendum

Schedule F — Financial Performance, Revenue Projection & Earnings Claims Disclosure

Schedule G — Electronic Contracting, Records & E-Signature Consent

and, where separately elected:

Done-for-You Trade Exchange Management & Revenue Share Agreement.

The Parties may add additional schedules where reasonably necessary to document a particular jurisdiction, provider, service, or commercial election.

2.3 Transaction-Specific Information Controls

Where a generally applicable provision in this Agreement requires transaction-specific information, the License Schedule shall provide that information.

Without limiting the foregoing, the License Schedule shall identify before execution, where applicable:

(a) the complete legal identities of the Parties;

(b) the Selected License Tier;

(c) Trade Credit Capacity;

(d) License Fee;

(e) payment structure;

(f) License Term;

(g) Territory;

(h) exclusivity status;

(i) specific Business Resources or the incorporated Resource Schedule;

(j) whether a Guarantee Addendum applies;

(k) whether Done-for-You Management applies;

(l) any selected revenue-sharing plan;

(m) approved transaction-specific variations;

(n) any transaction-specific arbitration or mandatory jurisdictional particulars required by Applicable Law; and

(o) any mandatory jurisdictional disclosures required to form part of the transaction.

No uncompleted transaction-specific field that materially affects price, duration, ownership, exclusivity, guarantees, revenue sharing, or other material commercial rights should be treated as having been resolved through assumption.

2.4 Order of Precedence

Subject always to mandatory Applicable Law that cannot validly be waived or displaced, the Transaction Documents shall be interpreted harmoniously where reasonably possible. If provisions cannot reasonably be reconciled, the following order of precedence applies solely to the subject of the conflict:

1. mandatory Applicable Law and mandatory regulatory disclosures, to the extent they control;

2. a later written amendment executed by both Parties that expressly identifies the provision it modifies;

3. the Trade Exchange License Order Form & License Schedule for transaction-specific elections;

4. the Territory & Exclusivity Addendum for Territory and exclusivity;

5. the 90-Day Trade Exchange Launch Guarantee & Refund Addendum for Guarantee milestones, Guarantee-period obligations, refund rights, retained rights, and post-refund support;

6. the Done-for-You Trade Exchange Management & Revenue Share Agreement for management, Management Fees, Revenue Share, management authority, and the Management Term;

7. the Platform, Technology & Intellectual Property Schedule for Platform, software, technology, Data, Intellectual Property, hosting, security, and Platform continuity;

8. the Financial Performance, Revenue Projection & Earnings Claims Disclosure for classification and disclosure of financial representations;

9. the Electronic Contracting, Records & E-Signature Consent for Electronic Signatures, Electronic Records, version integrity, and electronic execution;

10. this Master Agreement for matters not governed more specifically above;

11. the Website Terms of Use for public Website-use matters; and

12. other marketing materials, except where expressly incorporated into an executed Transaction Document or otherwise given legal effect by Applicable Law.

The Privacy Policy governs transparency regarding Personal Data processing but does not amend the License Fee, Territory, Trade Credit Capacity, ownership, Guarantee, Revenue Share, Management Fees, Platform rights, or other substantive Transaction economics.

A document controls only within the scope for which it was intended.

For example:

(a) the Guarantee Addendum controls the specific guarantee and refund rights it governs;

(b) the Territory & Exclusivity Addendum controls the Territory and exclusivity rights it governs;

(c) the Platform, Technology & Intellectual Property Schedule controls detailed technology and IP licensing matters; and

(d) the Managed Operations Agreement controls Done-for-You Management and revenue sharing.

2.5 Website Materials and Pre-Contractual Representations

The Parties intend the final contractual documents to accurately state the material commercial commitments on which Licensee is entitled to rely.

Website Materials are not automatically incorporated into this Agreement merely because Licensee viewed them. However:

(a) Countertrade shall not rely on this Section to negate a material representation that Applicable Law makes binding or non-waivable;

(b) an express representation incorporated into the License Schedule, Resource Schedule, Guarantee Addendum, Territory & Exclusivity Addendum, Financial Performance Disclosure, or another executed document is contractually binding according to its terms;

(c) where a Website Material contains a material promise concerning a subject expressly governed by a Schedule or Addendum, the applicable Schedule or Addendum should state the operative contractual version of that promise rather than leaving the matter materially inconsistent;

(d) no generic disclaimer shall be interpreted as converting an express contractual guarantee into a non-binding projection; and

(e) no marketing description shall be interpreted as expanding a clearly identified licensed right into a transfer of underlying intellectual-property ownership unless the contract expressly provides for that transfer.

2.6 Mandatory Pre-Sale Disclosure and Waiting Periods

If Applicable Law requires Countertrade to provide Licensee with a Mandatory Disclosure, observe a waiting or cooling-off period, register an offering, obtain approval, provide substantiation, furnish specified contracts in advance, or satisfy another pre-sale requirement:

(a) Countertrade's obligations under that law are not waived by this Agreement;

(b) Licensee's signature does not waive any legally non-waivable waiting period or disclosure right;

(c) no provision requiring an earlier payment or binding commitment shall be enforceable to the extent it would violate that mandatory requirement;

(d) the applicable transaction timeline shall be adjusted to satisfy the mandatory requirement;

(e) any legally required disclosure document shall remain separate from this Agreement where Applicable Law requires separation; and

(f) Countertrade shall retain records of required delivery, acknowledgment, or receipt to the extent required by Applicable Law.

2.7 Regulatory Classification Neutrality

Nothing in this Agreement constitutes an admission by either Party that the transaction is or is not a franchise, business opportunity, distributorship, agency, partnership, joint venture, financial product, security, regulated payment arrangement, or other legally classified relationship.

The legal classification shall depend on Applicable Law and the actual facts and rights of the relationship.

If Applicable Law imposes mandatory rights or obligations because of such classification, this Agreement shall be read subject to those mandatory rights and obligations.

2.8 No Waiver of Non-Waivable Rights

A provision of this Agreement that purports to waive a right, defense, remedy, disclosure, notice, statutory protection, or regulatory requirement shall have no effect to the extent the applicable right or requirement cannot lawfully be waived.

The invalidity of the attempted waiver does not invalidate the remainder of the Agreement unless Applicable Law requires otherwise.

3.1 Establishment of Independently Owned Trade Exchange Business

Subject to the terms of this Agreement, Countertrade shall provide the agreed setup, configuration, licensed technology, Business Resources, implementation assistance, and other deliverables associated with the Selected License Tier for the purpose of establishing a Trade Exchange Business for Licensee.

Upon establishment in accordance with the Transaction Documents, Licensee owns one hundred percent (100%) of the independently operated Trade Exchange Business, subject to:

(a) the distinction between business ownership and ownership of licensed intellectual property;

(b) the License granted under this Agreement;

(c) rights of third-party providers;

(d) Territory rights and limitations;

(e) Applicable Law;

(f) any properly documented security, payment, management, or other rights created under an applicable agreement; and

(g) any surviving contractual restrictions expressly stated in this Agreement.

3.2 Meaning of “You Own the Exchange”

Where Countertrade represents that Licensee “owns the Trade Exchange,” “owns the exchange,” “owns 100% of the Trade Exchange business,” or uses substantially similar language, the contractual meaning is:

(a) Licensee owns the independently operated Trade Exchange Business established for Licensee;

(b) Licensee is entitled to the economic rights of that Trade Exchange Business except to the extent Licensee separately agrees to fees, royalties, management compensation, revenue sharing, network charges, or third-party charges;

(c) Licensee controls the major strategic and commercial decisions of its Trade Exchange Business except to the extent a separately executed agreement delegates specific authority;

(d) Licensee owns Licensee Assets;

(e) Licensee may build goodwill, Member relationships, commercial relationships, and enterprise value in its Trade Exchange Business;

(f) Licensee's ownership is not converted into Countertrade ownership merely because Countertrade provides technology, support, setup, management, or other services; and

(g) Licensee's ownership does not include Countertrade Intellectual Property or Third-Party Services except to the extent an express written provision transfers ownership.

3.3 No Equity Interest Retained Unless Expressly Agreed

Unless the License Schedule or another separately executed agreement expressly provides otherwise, Countertrade does not acquire an equity ownership interest in Licensee's legal entity or Trade Exchange Business merely by:

(a) licensing the Platform;

(b) providing Business Resources;

(c) providing setup;

(d) supporting operations;

(e) receiving fees;

(f) receiving network charges;

(g) receiving royalties;

(h) providing Done-for-You Management; or

(i) participating in an agreed revenue-sharing arrangement.

A revenue share, management fee, royalty, transaction fee, or similar economic right does not by itself constitute equity ownership.

3.4 Licensee's Legal Entity

Licensee may operate the Trade Exchange Business through the legal entity identified in the License Schedule, subject to Applicable Law.

If the Applicant purchases or applies as an individual and intends to transfer the Trade Exchange Business to a newly formed company, the transfer shall be completed in accordance with the assignment provisions of this Agreement and any legally required amendment to the License Schedule.

Countertrade shall not unreasonably treat a properly documented transfer to an entity wholly owned and controlled by the original Licensee as a sale to an unrelated third party, provided that:

(a) the transfer is lawful;

(b) required identity and compliance checks are completed;

(c) the transferee assumes the applicable obligations;

(d) the transfer does not circumvent territorial, sanctions, regulatory, payment, or other material requirements; and

(e) Countertrade's intellectual-property rights remain protected.

3.5 Licensee's Business Decisions

Except where a separately executed Managed Operations Agreement expressly delegates operational authority, Licensee retains ultimate authority over the material strategic and commercial decisions of the Trade Exchange Business, including, subject to Applicable Law and the technical and contractual limits of the Platform:

(a) business objectives;

(b) expansion strategy;

(c) staffing;

(d) pricing established by Licensee where the applicable business model permits Licensee to set pricing;

(e) selection of target industries or customer segments;

(f) allocation of Licensee's own advertising budget;

(g) approval of major commercial partnerships;

(h) approval of material transactions where owner approval is required;

(i) selection among available operating plans; and

(j) other decisions expressly allocated to the Owner.

This Section does not authorize Licensee to alter Countertrade Intellectual Property, disable compliance controls, override Platform security, conduct prohibited activity, or direct a Regulated Service Provider to act contrary to its own requirements.

3.6 Independent Business

Except as expressly provided in a Managed Operations Agreement or required by Applicable Law, Licensee operates the Trade Exchange Business for Licensee's own account.

Nothing in this Agreement creates:

(a) an employment relationship;

(b) a general partnership;

(c) a legal joint venture;

(d) a fiduciary relationship merely by reason of the License;

(e) authority for Licensee to bind Countertrade to contracts with third parties; or

(f) authority for Countertrade to bind Licensee to third-party contracts except where Licensee has expressly authorized Countertrade to do so.

This Section does not alter any legal classification that Applicable Law imposes regardless of contractual terminology.

3.7 Licensee's Revenues

Except for amounts expressly payable to Countertrade or another Person under an applicable agreement, Trade Exchange Revenue belonging to Licensee is for Licensee's account.

The allocation, calculation, collection, settlement, deduction, remittance, and reporting of:

(a) transaction fees;

(b) network charges;

(c) royalties;

(d) management fees;

(e) revenue shares;

(f) cash-conversion fees;

(g) license-resale income; and

(h) other revenue categories

shall be governed by the applicable contractual provisions and Platform records.

No percentage appearing in promotional materials shall override a different percentage expressly agreed in the applicable transaction documents unless Applicable Law provides otherwise.

3.8 No Transfer of Countertrade's Enterprise

Licensee acquires the Trade Exchange Business established for Licensee.

Licensee does not acquire:

(a) Countertrade itself;

(b) ownership of Countertrade Affiliates;

(c) ownership of the Countertrade network as a whole;

(d) Countertrade's other licensees or Trade Exchanges;

(e) Countertrade's proprietary technology generally;

(f) Countertrade's global customer relationships;

(g) Countertrade's corporate assets; or

(h) any third-party business or financial institution,

except to the extent a separate written transaction expressly provides otherwise.

4.1 Grant of License

Subject to Licensee's compliance with this Agreement and payment of amounts properly due, Countertrade grants Licensee, during the License Term, the contractual right to use the licensed components made available under the Selected License Tier solely for the establishment, operation, administration, development, marketing, and lawful commercial activity of Licensee's Trade Exchange Business.

The precise scope of technology, resources, functionality, Territory, sublicensing, branding, hosting, and other licensed rights is further defined by the License Schedule, Resource Schedule, and Platform, Technology & Intellectual Property Schedule.

4.2 Nature of License

Except for assets expressly transferred in writing, the License:

(a) grants rights of use rather than ownership of Countertrade Intellectual Property;

(b) does not transfer Platform source code merely because Licensee has administrative access to the Platform;

(c) does not transfer ownership of third-party software;

(d) does not transfer ownership of payment-network brands, bank systems, APIs, or Third-Party Services;

(e) does not permit Licensee to hold itself out as the owner of Countertrade's corporate enterprise or proprietary technology; and

(f) is limited to the rights reasonably necessary to operate the Trade Exchange Business within the scope expressly granted.

4.3 Business Use Rights

Subject to this Agreement, Licensee may use the licensed components to:

(a) operate its branded Trade Exchange;

(b) establish and manage eligible Member Accounts;

(c) administer approved Trade Credit functionality;

(d) manage approved Transactions;

(e) maintain buying and selling activity;

(f) use approved buyer- and seller-matching functionality;

(g) manage applications and onboarding;

(h) administer approved fees;

(i) maintain transaction records;

(j) access analytics and reporting;

(k) use the provided marketing and operational resources within their licensed scope;

(l) use owner and administrator dashboards;

(m) provide Members with permitted access to applicable Member interfaces;

(n) operate approved websites and digital resources supplied for the Trade Exchange Business; and

(o) use other functionality expressly included in the Selected License Tier.

4.4 Authorized Users

Licensee may permit Authorized Users to access the Platform as reasonably necessary to operate the Trade Exchange Business.

Licensee is responsible for:

(a) assigning appropriate access permissions;

(b) protecting credentials;

(c) promptly disabling unauthorized or obsolete access;

(d) ensuring Authorized Users comply with this Agreement and Operating Policies;

(e) maintaining reasonable internal access controls;

(f) preventing credential sharing except through approved account structures; and

(g) promptly notifying Countertrade of material unauthorized access known to Licensee.

Countertrade may implement role-based permissions, security restrictions, multifactor authentication, access logs, and other reasonable technical safeguards.

4.5 Member Access

Licensee may provide Platform access to approved Members through the Member-facing functionality supplied for the Trade Exchange Business, provided that each Member is subject to the applicable Member agreements, transaction rules, privacy notices, compliance requirements, and Operating Policies.

This Agreement does not itself constitute a membership agreement between Countertrade and a Member unless a separate agreement expressly states otherwise.

4.6 Restrictions

Unless expressly permitted in writing, Licensee shall not:

(a) sell, assign, sublicense, lease, or commercially distribute Countertrade Intellectual Property independently of the Trade Exchange Business;

(b) copy source code not made available for copying;

(c) attempt to obtain unauthorized access to source code or restricted systems;

(d) remove proprietary notices from Countertrade-owned materials where those notices are legally required or commercially necessary;

(e) defeat or bypass security controls;

(f) create unauthorized administrative Accounts;

(g) intentionally manipulate Platform records;

(h) use the Platform for unlawful transactions;

(i) knowingly permit sanctioned, fraudulent, fictitious, or otherwise prohibited activity;

(j) falsely represent Trade Credit as sovereign currency, legal tender, or a bank deposit;

(k) falsely represent that Licensee holds a governmental license or regulated authorization that Licensee does not hold;

(l) use third-party payment brands outside the scope authorized by the applicable provider;

(m) use the License to infringe another Person's rights; or

(n) use the Trade Exchange Business to facilitate conduct prohibited by Applicable Law.

4.7 No Implied Rights

A right not expressly granted to Licensee is not transferred merely because:

(a) the associated functionality is visible in the Platform;

(b) a feature is demonstrated in a presentation;

(c) a technology is technically capable of broader use;

(d) Licensee has administrative credentials;

(e) a third-party service is integrated;

(f) an item is branded in Licensee's name; or

(g) Licensee owns the Trade Exchange Business.

This Section shall not be used to deny a Business Resource or right expressly included in the Selected License Tier.

4.8 Improvements and Updates

Rights concerning Platform updates, upgrades, bug fixes, new functionality, replacements, derivative works, customizations, and improvements shall be governed by the Platform, Technology & Intellectual Property Schedule.

Nothing in this Section requires Countertrade to transfer ownership of a generally applicable Platform improvement merely because the improvement was first implemented in connection with Licensee.

Conversely, Licensee retains ownership of Licensee-created intellectual property except to the extent Licensee separately grants rights to Countertrade.

5.1 Selected License Tier

Licensee acquires the Selected License Tier identified in the License Schedule.

The Selected License Tier determines, among other matters expressly stated in the applicable documents:

(a) Trade Credit Capacity;

(b) License Fee;

(c) included Business Resources;

(d) Platform configuration;

(e) applicable implementation resources;

(f) tier-specific training or operating resources;

(g) tier-specific support resources;

(h) any expressly included high-capacity resources;

(i) applicable options; and

(j) other tier-specific rights.

5.2 Definitive Tier Information

The License Schedule shall state at minimum:

Selected Trade Exchange License: as selected by Licensee.

Trade Credit Capacity: as associated with the Selected License Tier.

License Fee: as accepted by Licensee.

Projected Income, if presented: separately identified as a Financial Performance Representation and not converted into a guarantee except through an executed Guarantee Addendum.

Included Business Resources: incorporated through the applicable Resource Schedule.

A discrepancy between a stale or superseded marketing page and the transaction-specific License Schedule shall be investigated before execution rather than knowingly left unresolved.

5.3 Trade Credit Capacity

Countertrade shall configure or provide the Platform with the Trade Credit Capacity associated with Licensee's Selected License Tier, subject to:

(a) the technical architecture of the Platform;

(b) applicable issuance controls;

(c) Member eligibility requirements;

(d) transaction controls;

(e) security requirements;

(f) compliance requirements;

(g) Applicable Law; and

(h) any other limitations expressly stated in the applicable Operating Policies.

Trade Credit Capacity is a system capacity and shall not be mischaracterized as a cash deposit or cash loan to Licensee.

5.4 Capacity Is Not a Requirement to Issue Maximum Amount

Licensee is not required to issue the maximum amount of Trade Credit permitted by the Selected License Tier.

Licensee shall use reasonable commercial judgment and applicable controls in determining whether and in what amount Trade Credit should be issued, allocated, or otherwise deployed in relation to a Member or Transaction.

5.5 No Automatic Transaction Completion

The availability or issuance of Trade Credit does not itself mean that:

(a) a seller has agreed to accept it;

(b) a buyer has completed a purchase;

(c) a counterparty has entered into a contract;

(d) goods or services have been delivered;

(e) a Transaction has settled;

(f) cash has been generated;

(g) a Regulated Service Provider has approved a related service; or

(h) Licensee has earned a transaction fee.

A completed commercial Transaction remains subject to the applicable transaction structure and requirements.

5.6 Business Resources

Countertrade shall provide the Business Resources expressly included with the Selected License Tier.

The Resource Schedule shall identify those Business Resources with enough specificity to determine objectively whether each material item has been provided.

Where the Website Materials identify a numeric quantity of resources for a tier, the Resource Schedule shall either:

(a) identify the corresponding resources individually; or

(b) identify a definitive incorporated resource inventory from which the exact included resources can be verified.

A generalized statement that Licensee receives “everything included” shall not replace the definitive Resource Schedule where the scope of included resources is material.

5.7 Tier Inheritance

Where the Selected License Tier is represented as including resources from lower license tiers, the Resource Schedule shall identify the inherited resources or incorporate the applicable lower-tier inventory by reference.

Countertrade shall not charge Licensee a separate additional License Fee for an inherited resource represented as included in the Selected License Tier unless:

(a) the resource requires a clearly disclosed optional third-party fee; or

(b) Licensee later requests a separately priced upgrade or service outside the included scope.

5.8 Business Resources Distinguished From Third-Party Services

An included Business Resource may consist of:

(a) a transferred asset;

(b) a licensed asset;

(c) setup assistance;

(d) a configured system;

(e) a template;

(f) training;

(g) access to a service;

(h) an introduction to a provider;

(i) implementation assistance; or

(j) another specified deliverable.

The Resource Schedule shall distinguish these categories where the distinction materially affects ownership, recurring costs, or third-party approval.

For example, an included resource described as bank-account establishment assistance is not automatically a guarantee that an independent bank will approve an account unless an executed document expressly provides such a guarantee.

5.9 Third-Party Approval

If an included Business Resource requires approval by an independent Regulated Service Provider or other third party:

(a) Countertrade shall provide the setup, preparation, referral, integration, or implementation assistance expressly included in the Resource Schedule;

(b) Licensee shall provide accurate and timely information reasonably required for the application or onboarding process;

(c) neither Party may falsify information or circumvent the third party's compliance process;

(d) final third-party approval remains governed by the third party's requirements unless Countertrade expressly and lawfully assumes a different obligation in writing; and

(e) Countertrade shall not represent an application as approved before actual approval.

5.10 Branded Payment Cards and Related Programs

Where the Selected License Tier includes Card Program implementation resources, Countertrade's obligation is limited to the scope expressly stated in the Resource Schedule and any applicable provider documentation.

Unless expressly provided otherwise:

(a) cards are issued by the applicable authorized issuer, not by Licensee merely because Licensee's brand appears on them;

(b) card eligibility remains subject to applicable underwriting, identity verification, compliance, program, jurisdictional, and provider requirements;

(c) payment-network acceptance depends on the applicable network and merchant environment;

(d) ATM access depends on the Card Program, network, account structure, jurisdiction, applicable balances, and provider rules;

(e) card limits and controls must remain within provider and legal requirements; and

(f) the continued operation of a Card Program depends upon the continued availability of the relevant third-party infrastructure.

5.11 Changes in Third-Party Infrastructure

If a Third-Party Service becomes unavailable through no material breach by Countertrade, Countertrade may use a commercially reasonable replacement provider or alternative implementation where doing so preserves substantially equivalent functionality.

This Section does not authorize Countertrade to reduce a material core deliverable without:

(a) providing a substantially equivalent substitute;

(b) obtaining Licensee's agreement to a material change; or

(c) providing whatever remedy is required by the applicable Agreement or Applicable Law.

5.12 No Undisclosed Reduction of Selected Tier

After execution, Countertrade shall not unilaterally reduce:

(a) the stated Trade Credit Capacity;

(b) ownership rights;

(c) expressly granted territorial rights;

(d) material Business Resources;

(e) an express guarantee;

(f) the agreed License Term; or

(g) another material right forming part of the consideration for the License,

except:

(i) with Licensee's written agreement;

(ii) where a temporary restriction is reasonably necessary for security or legal compliance;

(iii) where Applicable Law requires the change; or

(iv) where another express provision of this Agreement authorizes the change following Licensee's material breach.

6.1 License Fee

Licensee shall pay the License Fee stated in the License Schedule in accordance with the payment structure expressly accepted by Licensee.

The License Fee shall not be increased after execution for the Selected License Tier solely because Countertrade later changes the public price of the same tier, unless Licensee subsequently purchases an upgrade or additional service.

6.2 Payment Structure

The License Schedule shall state whether the License Fee is:

(a) payable in full;

(b) payable through an agreed installment structure;

(c) subject to an approved deposit and balance structure;

(d) financed under a separately documented arrangement; or

(e) otherwise payable under a specifically described schedule.

No payment schedule affecting a material amount shall be created by inference from informal correspondence where the executed License Schedule states a different arrangement.

6.3 Additional Charges Must Be Identifiable

Licensee shall not be obligated to pay a mandatory additional amount for acquisition or commencement of the Selected License Tier unless that amount is:

(a) included in the License Fee; or

(b) separately disclosed and agreed as applicable to Licensee.

Potential additional categories may include, only where applicable:

(i) advertising budgets;

(ii) Done-for-You Management fees;

(iii) revenue sharing;

(iv) third-party provider charges;

(v) governmental filing or licensing fees;

(vi) bank or payment-provider charges;

(vii) Card Program fees;

(viii) optional upgrades;

(ix) transaction-related charges;

(x) taxes; and

(xi) other expressly disclosed optional or usage-based charges.

6.4 Done-for-You Management Costs Are Separate

Unless the License Schedule expressly includes a Done-for-You Management component in the License Fee, the License Fee does not constitute payment for ongoing Done-for-You Management.

Any management setup fee, recurring management fee, advertising commitment, revenue-sharing percentage, management term, or other management economics must be governed by the Managed Operations Agreement or expressly incorporated into the License Schedule.

6.5 Advertising Budget

Where an advertising budget is required for a selected launch or management program:

(a) the amount or method for determining the amount shall be disclosed in the applicable agreement;

(b) the agreement shall identify whether the budget is paid to Countertrade, directly to an advertising platform, to a third-party agency, or otherwise;

(c) the budget shall not be treated as part of the License Fee unless expressly stated;

(d) Countertrade shall not characterize an undisclosed mandatory advertising expenditure as voluntary if participation in the selected program practically requires it; and

(e) any guarantee condition dependent on advertising expenditure must be stated clearly in the Guarantee Addendum.

6.6 Taxes

Each Party is responsible for Taxes legally imposed on that Party.

Licensee shall pay applicable transaction, sales, use, value-added, goods-and-services, or similar Taxes imposed upon the purchase of the License to the extent Countertrade is legally required to collect them, unless Licensee provides valid documentation establishing an exemption.

Nothing in this Agreement constitutes tax advice to Licensee.

6.7 Payment Records

Countertrade shall maintain commercially reasonable records of amounts paid by Licensee under this Agreement and shall provide or make available appropriate payment confirmation.

The Platform, invoice records, payment-processor records, bank records, or other reliable records may be used to establish payment history, subject to correction of demonstrated errors.

6.8 Currency and Conversion

The currency in which the License Fee is denominated shall be identified in the License Schedule.

If Licensee pays in another currency:

(a) the applicable conversion methodology, provider rate, or amount accepted in satisfaction of the obligation should be identified at or before payment;

(b) third-party currency-conversion charges are not deemed part of the License Fee unless expressly stated; and

(c) Licensee shall not bear an undisclosed exchange-rate adjustment imposed after a payment has already been accepted as payment in full.

6.9 No Characterization of License Fee as Deposit or Investment Security

Unless a separate legally compliant instrument expressly provides otherwise, payment of the License Fee:

(a) is consideration for the contractual rights, Business Resources, setup, licenses, and other deliverables associated with the Selected License Tier;

(b) is not a bank deposit;

(c) is not held as cash backing for Licensee's Trade Credit Capacity;

(d) does not purchase equity in Countertrade; and

(e) does not, merely by reason of being called an “investment” in marketing language, alter the legal nature of the transaction.

Nothing in this Section determines any classification that Applicable Law independently imposes.

6.10 Refund Rights

Refund rights shall be determined exclusively by:

(a) an applicable Guarantee Addendum;

(b) another express written refund commitment incorporated into the transaction;

(c) a written cancellation right agreed by the Parties; and

(d) any non-waivable refund, rescission, cancellation, or other right provided by Applicable Law.

Countertrade shall not rely on this Agreement to eliminate a refund or rescission right that Applicable Law makes non-waivable.

6.11 Guarantee Payments Distinguished From Ordinary Refund Rights

Where Licensee selects a program containing a specific performance or launch guarantee, the Guarantee Addendum shall identify:

(a) amounts covered;

(b) conditions;

(c) milestones;

(d) measurement methodology;

(e) the commencement date of the guarantee period;

(f) the deadline for performance;

(g) refund trigger;

(h) refund amount;

(i) refund timing;

(j) assets and rights retained by Licensee after refund;

(k) continuing support, if any;

(l) territorial rights, if any; and

(m) obligations that survive refund.

No ambiguous reference to a “full refund,” “every cent,” “keep the exchange,” or substantially similar phrase shall knowingly be left undefined in the final Guarantee Addendum.

6.12 No Double Recovery

Except where Applicable Law requires otherwise, a Party may not obtain duplicative monetary recovery for the same amount and same injury under multiple contractual remedies.

This Section does not prevent Licensee from obtaining different remedies addressing different losses or rights.

7.1 Countertrade's Setup Obligation

Countertrade shall perform the setup, configuration, branding, implementation, and delivery obligations expressly included with the Selected License Tier.

The applicable Resource Schedule and implementation documentation shall identify the material deliverables with sufficient specificity to permit objective verification of completion.

7.2 Core Setup Components

Depending upon the Selected License Tier, setup may include some or all of the following to the extent expressly included in the Resource Schedule:

(a) configuration of the Trade Exchange Platform;

(b) configuration of the Owner or administrator dashboard;

(c) configuration of Member-facing systems;

(d) Trade Credit functionality;

(e) Member onboarding systems;

(f) applications-management systems;

(g) buying- and selling-schedule systems;

(h) transaction-management tools;

(i) financial or fee-reporting tools;

(j) websites;

(k) branding and corporate-identity resources;

(l) marketing systems;

(m) CRM functionality;

(n) email or communications resources;

(o) contract-management resources;

(p) electronic-signature resources;

(q) forms;

(r) operational manuals;

(s) training resources;

(t) business-development resources;

(u) launch-management resources;

(v) technical-support resources;

(w) banking or payment-provider implementation assistance where included;

(x) Card Program implementation resources where included;

(y) reporting and analytics resources; and

(z) other tier-specific resources expressly listed in the Resource Schedule.

7.3 Branding

Where branding is included, Countertrade shall configure the applicable Trade Exchange assets using the approved Trade Exchange name, logo, identity, or other information supplied or approved by Licensee.

Licensee represents that materials supplied by Licensee for branding may lawfully be used for the intended purpose.

Countertrade shall not knowingly use Licensee-provided marks beyond the purposes reasonably necessary to establish, support, market, manage, or provide services to Licensee's Trade Exchange Business.

7.4 Trade Exchange Name

Licensee may propose a Trade Exchange business name, subject to:

(a) availability;

(b) trademark and trade-name considerations;

(c) domain availability where relevant;

(d) Applicable Law;

(e) avoidance of misleading regulated terminology;

(f) any Territory considerations; and

(g) applicable technical requirements.

Countertrade's acceptance of a proposed name is not a legal opinion that the name is registrable, non-infringing, or legally available in every jurisdiction.

7.5 Information Required From Licensee

Licensee shall provide accurate information reasonably required to complete the setup, including as applicable:

(a) legal name;

(b) owner information;

(c) approved business name;

(d) Territory information;

(e) contact information;

(f) logo or brand preferences;

(g) entity information;

(h) compliance information;

(i) required provider information;

(j) domain preferences; and

(k) other setup information reasonably necessary for the selected services.

A delivery deadline may be affected by a material delay caused solely by Licensee's failure to provide required information after Countertrade has clearly identified the missing information and its material relevance to delivery.

A minor or immaterial omission shall not be used to suspend an otherwise achievable delivery obligation.

7.6 Delivery Window

The operative delivery commitment shall be the delivery window expressly stated in the License Schedule or applicable Guarantee Addendum.

If different Website Materials have historically stated different delivery periods, the final transaction documents shall identify the one operative contractual commitment rather than leaving conflicting periods unresolved.

The Parties may distinguish between:

(a) core Platform delivery;

(b) business launch;

(c) optional service implementation;

(d) Regulated Service Provider onboarding; and

(e) third-party activation.

A third-party activation period shall not be represented as entirely within Countertrade's control where final approval belongs to the third party.

7.7 Delivery Verification

A deliverable is capable of verification through appropriate objective evidence, which may include:

(a) working access credentials;

(b) live or staging URLs;

(c) screenshots or video evidence;

(d) accessible Platform functionality;

(e) transferred files;

(f) delivered documents;

(g) completed configurations;

(h) provider submission confirmations;

(i) training access;

(j) resource-library access;

(k) implementation logs; or

(l) other evidence suitable to the nature of the deliverable.

Countertrade shall not treat a deliverable as complete merely because it appears on an internal checklist if the substantive item has not actually been made available as agreed.

7.8 Material Delivery Defects

If a delivered core component materially fails to conform to the applicable Resource Schedule, Licensee may notify Countertrade with reasonable detail describing the deficiency.

Countertrade shall use commercially reasonable efforts to investigate and correct a verified material deficiency within a period reasonable in light of:

(a) severity;

(b) security implications;

(c) technical complexity;

(d) third-party dependency;

(e) operational impact; and

(f) any specific service or guarantee commitment governing the item.

No arbitrary acceptance deadline is created by this Section.

A separate service-level provision may establish specific response or remediation periods where the Parties expressly agree to them.

7.9 No Deemed Acceptance Through Silence Where Material Defect Is Latent

Licensee's failure to identify a latent material defect immediately after Delivery does not automatically waive a claim concerning that defect.

This Section does not permit Licensee to delay unreasonably after discovering a material problem or to reject a deliverable for immaterial aesthetic preferences after having approved its specification.

7.10 Credentials and Administrative Control

Upon applicable Delivery, Licensee shall receive the administrative or owner-level credentials reasonably necessary to exercise Licensee's rights to operate the Trade Exchange Business.

Countertrade may retain technical or support access where reasonably necessary to:

(a) maintain the Platform;

(b) provide support;

(c) implement updates;

(d) perform agreed management services;

(e) address security incidents;

(f) maintain network integrity;

(g) comply with Applicable Law; or

(h) provide other agreed services.

Countertrade's retention of technical access does not, by itself, transfer ownership of Licensee's Trade Exchange Business to Countertrade.

7.11 Documentation and Training

Where included in the Selected License Tier, Countertrade shall provide access to the applicable:

(a) operating manuals;

(b) training programs;

(c) launch playbooks;

(d) business-development resources;

(e) Platform guidance;

(f) Trade Credit training;

(g) transaction-management guidance;

(h) owner training;

(i) support documentation; and

(j) other training resources identified in the Resource Schedule.

Training materials are intended to support operation of the Trade Exchange Business and do not constitute individualized legal, tax, accounting, securities, banking, or regulatory advice unless expressly provided by a qualified professional acting in that professional capacity.

7.12 Launch Readiness

A Trade Exchange Business shall be considered operationally ready for launch when the core components designated as launch-critical in the License Schedule or Resource Schedule have been delivered and are reasonably capable of performing their designated functions.

Optional or third-party components that are not designated as launch-critical do not prevent launch unless:

(a) the applicable agreement expressly makes them a launch condition; or

(b) operation without them would be unlawful or materially inconsistent with the agreed business model.

7.13 Regulated and Third-Party Components

Countertrade shall identify material components whose implementation depends upon independent approval where that dependency is known and material.

Examples may include:

(a) bank accounts;

(b) merchant services;

(c) card issuance;

(d) payment-network participation;

(e) cross-border payment services;

(f) regulated cash-settlement services;

(g) identity-verification services; and

(h) other regulated infrastructure.

Countertrade shall perform the assistance it expressly undertakes to perform but shall not falsify or manufacture an approval that only an independent provider or Governmental Authority can lawfully issue.

7.14 Changes Required by Law or Security

Countertrade may make a reasonable modification to setup, technology, workflow, or delivery where necessary to:

(a) comply with Applicable Law;

(b) address a material security vulnerability;

(c) preserve Platform integrity;

(d) respond to a binding provider requirement; or

(e) prevent unlawful use.

Where the modification materially reduces a promised core right or deliverable, Countertrade shall, to the extent reasonably possible:

(i) provide substantially equivalent functionality;

(ii) notify Licensee of the material change;

(iii) identify the reason for the change; and

(iv) provide any remedy required by the Agreement or Applicable Law.

7.15 No Secret Substitution of Material Deliverables

Countertrade shall not knowingly replace a material Business Resource with a substantially inferior item and designate the original obligation completed merely because the substitute performs a superficially similar function.

A substitute is acceptable where:

(a) it performs substantially equivalent or superior functionality;

(b) it does not materially reduce Licensee's ownership or usage rights;

(c) it does not impose a material undisclosed recurring cost;

(d) it is lawful; and

(e) where the difference is commercially material, Licensee is notified.

7.16 Continuing Implementation

Where the Selected License Tier contains components expressly described as post-launch implementation, ongoing support, phased implementation, or future activation, Countertrade's delivery of the launch-critical Platform does not terminate Countertrade's obligation to provide those remaining components according to their applicable terms.

The Resource Schedule should distinguish:

Delivered at initial setup

Delivered at launch

Implemented after launch

Dependent on third-party approval

Ongoing service

and

Optional service

where those distinctions are material.

7.17 Completion Record

Countertrade shall maintain a commercially reasonable record of material setup and delivery milestones.

Licensee shall have reasonable access to the status of material deliverables applicable to Licensee.

Where a Guarantee Addendum depends on specific setup or launch dates, the relevant dates and evidence shall be recorded in a manner capable of later verification.

8.1 Owner-Operated or Managed Operating Model

Licensee's Trade Exchange Business shall operate under one of the following models, as identified in the License Schedule:

(a) Owner-Operated Model, under which Licensee is responsible for operating the Trade Exchange Business using the Platform, Business Resources, training, support, and other resources provided under the Selected License Tier; or

(b) Done-for-You Managed Model, under which Licensee retains ownership of the Trade Exchange Business while Countertrade performs the operational functions expressly delegated to it under a separately executed Managed Operations Agreement.

Selection of the Done-for-You Managed Model does not, by itself, transfer ownership of the Trade Exchange Business to Countertrade.

8.2 Owner's Ultimate Business Authority

Subject to Applicable Law, Platform integrity, rights expressly granted to Countertrade under another agreement, and restrictions necessary to protect Countertrade Intellectual Property, Licensee retains ultimate authority over the material strategic and commercial affairs of the Trade Exchange Business.

Material Owner decisions include, where applicable:

(a) approval of the Trade Exchange Business's strategic direction;

(b) approval of material business expenditures funded by Licensee;

(c) approval of major advertising budgets;

(d) approval of material acquisitions;

(e) approval of material financing arrangements;

(f) approval of material contracts outside ordinary-course operating authority;

(g) approval of material Territory expansion;

(h) approval of the Trade Exchange Business's branding;

(i) approval of material changes to pricing where Licensee has pricing authority;

(j) approval of material partnerships;

(k) approval of material staffing decisions where Licensee employs personnel directly;

(l) approval of major transactions where Owner approval is required under applicable Transaction rules; and

(m) other decisions identified in the License Schedule or Managed Operations Agreement as Owner Reserved Matters.

8.3 Delegated Operational Authority

Licensee may delegate day-to-day operating authority to:

(a) Licensee's employees;

(b) Licensee's contractors;

(c) an authorized local operating company;

(d) Countertrade under a Managed Operations Agreement; or

(e) another operator approved in accordance with this Agreement.

Any delegation:

(i) does not relieve Licensee of obligations that Applicable Law or this Agreement makes non-delegable;

(ii) does not transfer ownership merely by reason of operational control;

(iii) must remain within applicable Account permissions;

(iv) must not enable unauthorized use of Countertrade Intellectual Property; and

(v) may be limited where necessary to protect security, compliance, Members, Transactions, or the Platform.

8.4 Operational Independence

Licensee may operate the Trade Exchange Business as an independently owned enterprise, subject to the contractual architecture established by this Agreement.

Licensee may, where lawful and technically supported:

(a) employ personnel;

(b) appoint sales representatives;

(c) appoint contractors;

(d) retain professional advisers;

(e) market the Trade Exchange Business;

(f) solicit eligible Members;

(g) develop commercial relationships;

(h) pursue qualifying Transactions;

(i) establish local operating procedures that do not conflict with mandatory Platform, compliance, or network requirements;

(j) develop additional lawful business initiatives; and

(k) build enterprise value around Licensee's Trade Exchange Business.

8.5 Compliance With Core System Rules

Licensee shall not alter, disable, circumvent, or disregard a core system rule where the rule is reasonably required for:

(a) Platform security;

(b) accurate accounting;

(c) Trade Credit integrity;

(d) fraud prevention;

(e) sanctions compliance;

(f) identity verification;

(g) auditability;

(h) Transaction integrity;

(i) Member protection;

(j) regulatory compliance;

(k) data security;

(l) network interoperability; or

(m) protection of Countertrade Intellectual Property.

Countertrade shall not use a purported compliance requirement as a pretext to control an unrelated commercial matter that properly belongs to Licensee.

8.6 Operating Standards

Licensee shall operate the Trade Exchange Business in a commercially responsible manner and shall maintain processes reasonably designed to:

(a) keep Member records accurate;

(b) maintain accurate Transaction records;

(c) maintain appropriate access controls;

(d) protect confidential information;

(e) identify and escalate suspected fraud;

(f) prevent unauthorized Trade Credit activity;

(g) maintain records required under applicable contracts;

(h) administer fees consistently;

(i) maintain appropriate complaint-handling processes;

(j) respond to material security incidents;

(k) maintain appropriate separation of duties where commercially appropriate;

(l) comply with applicable tax-reporting requirements;

(m) comply with applicable legal restrictions;

(n) provide Members with applicable contractual terms; and

(o) preserve reliable audit trails.

8.7 Operating Policies

Countertrade may maintain Operating Policies applicable to Platform integrity, security, Trade Credit administration, Transaction controls, Member eligibility, technical standards, fraud prevention, network operations, or compliance.

An Operating Policy may not be used to amend a material negotiated commercial term such as:

(a) License Fee;

(b) Trade Credit Capacity;

(c) permanent ownership of the Trade Exchange Business;

(d) expressly granted territorial rights;

(e) revenue-sharing percentages;

(f) an express guarantee;

(g) License Term;

(h) a material refund right; or

(i) ownership of expressly transferred assets,

unless the change is required by Applicable Law, necessary to prevent unlawful conduct, expressly permitted by this Agreement, or agreed by Licensee.

8.8 Changes to Operating Policies

Countertrade may modify Operating Policies where reasonably necessary because of:

(a) changes in Applicable Law;

(b) changes in security threats;

(c) Platform improvements;

(d) fraud patterns;

(e) network integrity requirements;

(f) changes in third-party provider rules;

(g) changes necessary to protect Members or Transactions; or

(h) operational improvements that do not materially reduce Licensee's contractual rights.

Where a change materially affects the operation of Licensee's Trade Exchange Business, Countertrade shall provide reasonable notice unless immediate implementation is reasonably necessary to address security, illegality, fraud, or another urgent risk.

8.9 No Unilateral Conversion to Employment, Agency, or Partnership

Neither Party shall represent to third parties that Licensee is an employee, legal partner, general agent, or representative authorized to bind Countertrade merely because Licensee operates a Trade Exchange Business.

Licensee may accurately state the contractual relationship, including that Licensee:

(a) owns its Trade Exchange Business;

(b) uses technology or resources supplied or licensed by Countertrade;

(c) participates in the applicable Countertrade infrastructure or network where factually accurate; and

(d) receives services from Countertrade.

8.10 Licensee Personnel

Licensee is responsible for its own personnel unless a separate agreement expressly provides otherwise.

Licensee shall be responsible for:

(a) compensation;

(b) employment obligations;

(c) payroll;

(d) applicable benefits;

(e) taxes;

(f) insurance;

(g) employment-law compliance;

(h) supervision; and

(i) conduct within the scope of employment,

for personnel employed directly by Licensee.

Countertrade is responsible for personnel employed or contracted directly by Countertrade, subject to the applicable Managed Operations Agreement or service arrangement.

8.11 Professional Advisers

Licensee is encouraged to obtain independent legal, accounting, tax, regulatory, employment, insurance, and other professional advice appropriate to its jurisdiction and business activities.

Countertrade's provision of forms, templates, operating materials, training, or general information does not create an attorney-client, accountant-client, tax-adviser, or other regulated professional relationship unless separately agreed with an appropriately qualified professional.

8.12 Business Records

Licensee shall maintain or have access to commercially reasonable records concerning the Trade Exchange Business, including where applicable:

(a) Member records;

(b) Transaction records;

(c) Trade Credit records;

(d) fee records;

(e) contractual records;

(f) compliance records;

(g) customer communications;

(h) financial records;

(i) advertising records;

(j) complaint records;

(k) material approval records;

(l) provider records; and

(m) other records required by Applicable Law.

Platform-maintained records may satisfy this obligation to the extent they are complete, accessible, and retained for the required period.

8.13 Auditability

Material Trade Credit and Transaction activity shall be recorded in a manner reasonably capable of reconstruction and verification.

The Platform should maintain, where applicable:

(a) transaction identifiers;

(b) timestamps;

(c) originating Accounts;

(d) receiving Accounts;

(e) amounts;

(f) fee calculations;

(g) status changes;

(h) approvals;

(i) reversals;

(j) adjustments;

(k) administrative actions; and

(l) other material audit information.

No Party may intentionally alter an audit record for the purpose of concealing unauthorized activity.

9.1 Member-Based Exchange Model

The Trade Exchange Business is intended to operate through participation by approved Members who enter into applicable contractual arrangements governing their participation, Trade Credit activity, buying and selling obligations, Transactions, fees, compliance responsibilities, and other applicable matters.

Licensee shall not knowingly treat an unapproved third party as a fully activated Member where the applicable operating structure requires formal onboarding and contractual acceptance.

9.2 Member Recruitment

Subject to Applicable Law, Licensee may recruit prospective Members through:

(a) direct marketing;

(b) digital advertising;

(c) referrals;

(d) strategic partnerships;

(e) business-development campaigns;

(f) industry outreach;

(g) presentations;

(h) professional networks;

(i) Territory-based campaigns;

(j) events;

(k) written communications; and

(l) other lawful methods.

Where Done-for-You Management applies, Countertrade's Member recruitment obligations shall be defined by the Managed Operations Agreement.

9.3 Truthful Marketing to Prospective Members

Neither Party shall knowingly make a materially false or misleading representation to a prospective Member concerning:

(a) the nature of Trade Credit;

(b) guaranteed acceptance;

(c) guaranteed profitability;

(d) cash availability;

(e) bank status;

(f) legal-tender status;

(g) government backing;

(h) guaranteed Transaction volume;

(i) guaranteed buyers;

(j) guaranteed suppliers;

(k) guaranteed conversion to cash;

(l) card-program availability;

(m) tax treatment;

(n) legal treatment; or

(o) any other material feature of membership.

This Section does not prevent truthful description of contractual programs that actually contain guaranteed or assigned obligations.

9.4 Member Application

A prospective Member may be required to submit an application containing information reasonably necessary for:

(a) identity;

(b) entity verification;

(c) business verification;

(d) contact information;

(e) ownership information;

(f) selling capabilities;

(g) purchasing requirements;

(h) transaction readiness;

(i) compliance screening;

(j) sanctions screening;

(k) fraud prevention;

(l) risk assessment;

(m) contractual preparation; and

(n) other legitimate operational purposes.

9.5 Member Eligibility

Licensee may establish commercially reasonable Member eligibility standards consistent with the applicable network and compliance requirements.

Eligibility may consider:

(a) legal existence;

(b) authority to enter contracts;

(c) business activity;

(d) identity;

(e) sanctions status;

(f) fraud indicators;

(g) prohibited industries;

(h) transaction history;

(i) ability to perform selling obligations;

(j) legitimate purchasing requirements;

(k) compliance risk; and

(l) other relevant factors.

Eligibility standards shall not be applied in a manner prohibited by Applicable Law.

9.6 Member Approval

Submission of an application does not automatically create Member status.

A Member shall be activated only after completion of the applicable approval process, which may include:

(a) application review;

(b) identity or entity verification;

(c) compliance screening;

(d) contractual acceptance;

(e) execution of required schedules;

(f) account configuration;

(g) fee arrangements;

(h) Trade Credit authorization where applicable; and

(i) other activation requirements.

9.7 Member Contracts

Each Member shall be subject to the contractual documentation required for the applicable operating model.

Such documents may include, as appropriate:

(a) a Master Membership Agreement;

(b) buying and selling schedules;

(c) a Schedule & Trade Credit Agreement;

(d) transaction agreements;

(e) compliance terms;

(f) electronic communications consent;

(g) privacy notices;

(h) fee schedules;

(i) specific transaction contracts;

(j) cash-conversion documentation where applicable; and

(k) other documents reasonably required for the Member's participation.

This Agreement does not itself establish the terms between Licensee and each Member.

9.8 Fixed Buying and Selling Schedules

Where the Trade Exchange Business operates using contractual buying and selling schedules, Licensee may require each participating Member to identify:

(a) products or services the Member is prepared to sell;

(b) quantity or value commitments;

(c) delivery capacity;

(d) timing;

(e) geographic limitations;

(f) purchasing requirements;

(g) purchasing frequency;

(h) specifications;

(i) acceptable counterparties;

(j) transaction conditions; and

(k) other information necessary to structure contractual exchange activity.

The legal effect of each schedule shall be governed by the applicable Member and schedule agreements.

9.9 Contract-Assigned Transactions

Where the Trade Exchange Business uses a contract-assigned rather than open-listing model, Licensee may facilitate transactions by identifying and assigning qualifying counterparties in accordance with existing buying, selling, and transaction obligations.

A Member's obligation to transact must arise from enforceable contractual terms applicable to that Member and not merely from Licensee's unilateral expectation.

9.10 No Open Marketplace Requirement

Nothing in this Agreement requires Licensee to operate the Trade Exchange Business as an unrestricted public marketplace.

The Trade Exchange Business may use:

(a) controlled Member participation;

(b) contractual schedules;

(c) assigned counterparties;

(d) private Transaction opportunities;

(e) managed procurement;

(f) structured commercial transactions;

(g) pre-negotiated purchasing obligations;

(h) pre-negotiated selling obligations; and

(i) other permitted mechanisms.

9.11 Member Information

Member information shall be processed only for legitimate purposes connected with:

(a) membership;

(b) Transaction facilitation;

(c) Trade Credit administration;

(d) risk management;

(e) compliance;

(f) accounting;

(g) support;

(h) reporting;

(i) contractual administration;

(j) legal obligations; and

(k) other purposes properly disclosed to the Member.

9.12 Member Suspension

Licensee may suspend or restrict a Member where reasonably necessary because of:

(a) suspected fraud;

(b) material contractual breach;

(c) sanctions concerns;

(d) security concerns;

(e) unauthorized Trade Credit activity;

(f) non-payment of properly due fees;

(g) misuse of the Platform;

(h) material misrepresentation;

(i) unlawful activity;

(j) material risk to other Members;

(k) insolvency affecting Transaction performance; or

(l) another ground expressly stated in the applicable Member agreement.

Where commercially and legally appropriate, the Member should receive notice of the reason and an opportunity to cure or respond.

Immediate restriction may be appropriate where delay creates material legal, security, fraud, or Transaction risk.

9.13 Member Termination

Termination of a Member shall be governed by the applicable Member agreements.

Termination shall not automatically extinguish:

(a) completed Transaction obligations;

(b) accrued fees;

(c) existing payment obligations;

(d) confidentiality obligations;

(e) dispute obligations;

(f) tax-reporting obligations;

(g) rights relating to completed sales;

(h) obligations concerning outstanding buying or selling schedules; or

(i) other provisions intended to survive.

9.14 Member Complaints and Disputes

Licensee shall maintain a commercially reasonable mechanism for receiving and addressing Member complaints relating to:

(a) account administration;

(b) Trade Credit balances;

(c) Transactions;

(d) fees;

(e) contract performance;

(f) counterparties;

(g) Platform access;

(h) unauthorized activity;

(i) conversion requests; and

(j) other material Member matters.

The existence of an internal complaint process does not eliminate a Member's legal rights under Applicable Law or the applicable agreement.

9.15 Member Transaction Readiness

Licensee may establish transaction-readiness requirements before Members participate in specified Transaction programs.

Transaction readiness may include:

(a) executed agreements;

(b) completed buying schedules;

(c) completed selling schedules;

(d) completed compliance review;

(e) operational information;

(f) applicable Trade Credit arrangements;

(g) verification of performance capability;

(h) counterparty availability;

(i) documentation; and

(j) other conditions reasonably related to execution.

10.1 Trade Credit Functionality

Subject to the Selected License Tier, Licensee shall receive access to Platform functionality enabling authorized Trade Credit administration within the Trade Credit Capacity associated with the Selected License Tier.

The Platform may permit authorized functions including:

(a) creation of Member Trade Credit Accounts;

(b) issuance or allocation of Trade Credit;

(c) recording of earned Trade Credit;

(d) transfers;

(e) purchases;

(f) sales;

(g) Transaction settlement;

(h) adjustments;

(i) reversals;

(j) fee assessment;

(k) balance reporting;

(l) audit logging;

(m) limits;

(n) approvals;

(o) restrictions;

(p) account freezing; and

(q) other authorized Trade Credit functions.

10.2 Authority to Issue Trade Credit

Licensee may issue or allocate Trade Credit only:

(a) through approved Platform functionality;

(b) within the applicable Trade Credit Capacity;

(c) to eligible Accounts;

(d) for lawful purposes;

(e) in accordance with the applicable Member and Transaction contracts;

(f) subject to applicable risk controls;

(g) subject to applicable compliance requirements; and

(h) within any additional limits imposed by the Selected License Tier or Operating Policies.

10.3 Trade Credit Capacity as Maximum System Authority

Trade Credit Capacity establishes the maximum nominal Trade Credit issuance capacity associated with Licensee's Selected License Tier.

It does not require Licensee to issue the maximum amount.

Licensee may issue less than the maximum and may impose internal limits appropriate to:

(a) Member performance;

(b) contractual obligations;

(c) Transaction readiness;

(d) risk;

(e) economic conditions;

(f) network liquidity;

(g) commercial strategy; and

(h) Applicable Law.

10.4 Trade Credit Is Not Cash

Trade Credit is not cash merely because it is denominated numerically or displayed using a currency-like symbol.

Unless a specific lawful arrangement provides otherwise:

(a) Trade Credit is not legal tender;

(b) Trade Credit is not fiat currency;

(c) Trade Credit is not cryptocurrency merely because it exists electronically;

(d) Trade Credit is not a bank deposit;

(e) Trade Credit is not cash stored for the Member;

(f) Trade Credit is not a promise by Countertrade to redeem every unit for cash;

(g) Trade Credit is not automatically convertible to cash; and

(h) Trade Credit use remains subject to applicable contractual and network conditions.

10.5 Trade Credit Is Not a Loan Solely by Reason of Issuance

The issuance or allocation of Trade Credit does not necessarily constitute a cash loan by Countertrade or Licensee.

The legal characterization of a particular Trade Credit arrangement depends upon:

(a) the governing Member agreement;

(b) repayment obligations;

(c) applicable fees;

(d) consideration;

(e) Transaction structure;

(f) Applicable Law; and

(g) actual economic substance.

Neither Party shall use contractual terminology to evade a mandatory lending, credit, banking, securities, or other legal classification where Applicable Law applies.

10.6 Contractual Basis for Issuance

Where the Trade Exchange model requires Trade Credit to be supported by contractual commercial obligations, issuance shall be linked to the applicable contractual basis, which may include:

(a) Member selling commitments;

(b) buying commitments;

(c) supply contracts;

(d) purchase agreements;

(e) assigned transactions;

(f) asset transactions;

(g) commercial settlement agreements;

(h) documented exchange obligations; or

(i) other legitimate commercial arrangements.

The applicable Member documentation shall determine the rights and obligations arising from that issuance.

10.7 Distinguishing Issued and Earned Trade Credit

The Platform and applicable contracts should distinguish, where relevant, between:

(a) Issued Trade Credit, meaning Trade Credit allocated or made available through the issuance mechanism; and

(b) Earned Trade Credit, meaning Trade Credit received by a Member as consideration for a completed qualifying sale or other qualifying Transaction.

Different rights, restrictions, conversion eligibility, repayment obligations, or accounting treatment may apply to each category.

10.8 No Automatic Cash-Out Right for Issued Trade Credit

Unless an applicable written program expressly provides otherwise, a Member does not acquire an unconditional right to convert newly issued Trade Credit directly into cash merely because the Trade Credit appears in the Member's Account.

Any cash-conversion eligibility shall be determined by:

(a) the nature of the Trade Credit;

(b) whether it was earned through a qualifying completed sale;

(c) applicable exchange rules;

(d) counterparty arrangements;

(e) liquidity mechanisms;

(f) provider availability;

(g) compliance requirements;

(h) applicable fees; and

(i) Applicable Law.

10.9 Earned Trade Credit and Cash Conversion

Where the Trade Exchange Business offers a lawful mechanism under which qualifying Trade Credit earned from completed sales may be converted or settled into cash, the mechanism shall be governed by separate written rules identifying:

(a) eligibility;

(b) qualifying earned balances;

(c) minimum or maximum amounts;

(d) required counterparties;

(e) applicable fees;

(f) settlement method;

(g) timing;

(h) identity and compliance requirements;

(i) applicable banking or payment providers;

(j) tax and reporting considerations; and

(k) circumstances in which conversion may be rejected, delayed, or reversed.

No Member shall be promised unrestricted cash conversion where the actual mechanism depends upon qualifying counterparties, liquidity, providers, or contractual conditions.

10.10 Trade Credit Ledger

The Platform shall maintain a ledger or equivalent auditable record of material Trade Credit activity.

The ledger should identify, where applicable:

(a) opening balances;

(b) issuance;

(c) earned credits;

(d) purchases;

(e) sales;

(f) transfers;

(g) fees;

(h) reversals;

(i) adjustments;

(j) conversion activity;

(k) holds;

(l) restrictions;

(m) closing balances; and

(n) relevant Transaction references.

10.11 Administrative Adjustments

An authorized administrator may make a Trade Credit adjustment only for a legitimate purpose, including:

(a) correcting an error;

(b) reversing an unauthorized Transaction;

(c) implementing an agreed refund;

(d) enforcing an applicable contractual remedy;

(e) correcting duplicate activity;

(f) implementing a chargeback or reversal where applicable;

(g) complying with a legal order;

(h) correcting a system defect; or

(i) another documented legitimate reason.

Material administrative adjustments should create an audit record identifying:

(i) the administrator;

(ii) date and time;

(iii) affected Account;

(iv) amount;

(v) reason; and

(vi) associated documentation where appropriate.

10.12 Unauthorized Issuance

Licensee shall not knowingly authorize:

(a) fictitious Trade Credit Accounts;

(b) fabricated Transactions;

(c) issuance designed to mislead investors, lenders, auditors, Members, regulators, or counterparties;

(d) unauthorized issuance exceeding Trade Credit Capacity;

(e) issuance intended to conceal insolvency or financial loss;

(f) issuance connected with unlawful activity;

(g) issuance designed to circumvent sanctions;

(h) issuance based upon knowingly false Member information; or

(i) another materially fraudulent use.

10.13 Issuance Controls

Countertrade may implement technical controls reasonably designed to prevent:

(a) issuance above authorized capacity;

(b) duplicate issuance;

(c) unauthorized administrator activity;

(d) compromised credentials;

(e) suspicious Transaction patterns;

(f) sanction-related activity;

(g) materially inconsistent account activity;

(h) manipulation of balances; or

(i) other misuse.

A security control shall not be used as a pretext to confiscate Licensee's legitimate business value or permanently deprive Licensee of a contractual right without lawful basis.

10.14 Trade Credit Fees

Where the Trade Exchange Business charges a fee associated with Trade Credit issuance, access, administration, or use, that fee must be:

(a) clearly identified in the applicable Member agreement or fee schedule;

(b) lawfully permitted;

(c) accurately calculated;

(d) properly recorded; and

(e) allocated in accordance with the applicable revenue-sharing structure.

A website illustration of a possible issuance fee does not, by itself, establish the operative fee charged to a particular Member.

10.15 Member Obligations Related to Issuance

A Member receiving issued Trade Credit may be required under the applicable Member contract to:

(a) maintain selling capacity;

(b) honor selling commitments;

(c) accept qualifying Trade Credit transactions;

(d) comply with buying schedules;

(e) comply with selling schedules;

(f) perform assigned contracts;

(g) pay applicable fees;

(h) comply with Transaction requirements;

(i) keep business information current; and

(j) satisfy other obligations reasonably connected with the Trade Credit structure.

Such obligations must be established by the Member's agreement and not invented after issuance.

10.16 No Representation of Government Backing

Neither Countertrade nor Licensee shall represent Trade Credit as guaranteed, insured, issued, or backed by a Governmental Authority unless a specific written governmental arrangement makes that representation accurate.

10.17 Trade Credit Accounting and Tax Reporting

Trade Credit Transactions may create accounting, tax, reporting, or recordkeeping consequences depending upon:

(a) jurisdiction;

(b) type of Transaction;

(c) status of the Member;

(d) fair market value;

(e) applicable tax regime;

(f) applicable accounting standards; and

(g) other facts.

Licensee shall establish commercially reasonable procedures for any reporting obligations applicable to the Trade Exchange Business.

Countertrade's general informational materials do not substitute for professional accounting or tax advice to Licensee or a Member.

10.18 Member Statements

Where the Platform provides Member statements, statements should accurately identify material Account activity during the applicable reporting period, including as appropriate:

(a) opening balance;

(b) Trade Credit issued;

(c) Trade Credit earned;

(d) purchases;

(e) sales;

(f) transfers;

(g) fees;

(h) adjustments;

(i) conversions;

(j) closing balance; and

(k) material holds or restrictions.

10.19 Error Resolution

If Licensee or a Member identifies a suspected accounting or ledger error, the relevant administrator shall conduct a reasonable review.

Verified errors shall be corrected in a manner preserving an audit trail.

An error correction shall not be disguised as a new Transaction if the correction mechanism can accurately identify it as an adjustment or reversal.

11.1 Transaction Function

The Trade Exchange Business may facilitate, administer, document, structure, or process Transactions among participating Members and other approved counterparties using contractual commercial arrangements and Trade Credit.

Transactions may concern lawful:

(a) goods;

(b) services;

(c) business procurement;

(d) inventory;

(e) commercial assets;

(f) equipment;

(g) real estate where legally permitted;

(h) company acquisitions;

(i) commercial obligations;

(j) international trade;

(k) structured purchases;

(l) supply arrangements; and

(m) other qualifying commercial activity.

11.2 Transaction Requirements

A Transaction may be processed only where:

(a) participating parties have legal capacity;

(b) required contracts are in place;

(c) the Transaction is lawful;

(d) the applicable Member is eligible;

(e) sufficient authorized Trade Credit or other agreed consideration exists;

(f) applicable approvals have been obtained;

(g) the Transaction does not violate Platform rules;

(h) applicable compliance requirements are satisfied; and

(i) required documentation is reasonably complete.

11.3 Contractual Transactions

Where the Trade Exchange Business uses contract-assigned buying and selling arrangements, the Transaction process may include:

(a) identification of a Member's documented buying requirement;

(b) identification of another Member's documented selling capacity;

(c) matching or assignment;

(d) commercial confirmation;

(e) contract preparation;

(f) pricing;

(g) delivery terms;

(h) Trade Credit settlement terms;

(i) cash components where applicable;

(j) fee calculation;

(k) performance;

(l) confirmation; and

(m) final settlement.

11.4 No Forced Transaction Outside Contract

Licensee shall not require a Member to enter a Transaction merely because the Transaction would be commercially beneficial to the Trade Exchange Business unless the Member is contractually obligated to participate under an enforceable agreement.

11.5 Transaction Fee Model

The Trade Exchange Business may generate revenue through Transaction fees assessed on qualifying activity.

Where the operative Member fee is five percent (5%) or another percentage, the applicable Member agreement or fee schedule shall expressly state:

(a) the percentage;

(b) the fee base;

(c) whether the fee applies to buyer, seller, or both;

(d) whether the fee is payable in cash, Trade Credit, or another agreed form;

(e) when the fee becomes earned;

(f) when it becomes payable;

(g) refund or reversal treatment; and

(h) any exceptions.

Marketing illustrations do not substitute for the operative fee schedule.

11.6 Five Percent Transaction-Fee Illustrations

Where Website Materials use a 5% Transaction Fee to illustrate potential revenue, such illustrations describe a revenue model and do not establish the operative fee for a particular Member unless the applicable Member agreement adopts that fee.

If the Trade Exchange Business adopts a 5% Transaction Fee:

(a) a qualifying Transaction with a fee base of $5,000,000 produces a gross fee of $250,000;

(b) a qualifying Transaction with a fee base of $100,000,000 produces a gross fee of $5,000,000; and

(c) a qualifying Transaction with a fee base of $1,000,000,000 produces a gross fee of $50,000,000,

before applying any revenue allocation, network share, reversal, tax, or other applicable adjustment.

These calculations are arithmetic illustrations and are not promises that Licensee will achieve any particular Transaction volume.

11.7 Revenue Allocation

Where the applicable business model provides that Licensee retains a specified percentage of collected Transaction fees and another percentage funds network infrastructure, liquidity, Countertrade compensation, or another stated purpose, the operative percentage shall be stated in the License Schedule, Platform Schedule, or applicable revenue schedule.

If the operative structure is:

95% Licensee / 5% network allocation,

the documentation shall identify:

(a) which gross fee is being divided;

(b) who receives the 5% network allocation;

(c) what obligations the network allocation supports;

(d) whether Taxes or provider fees are deducted before or after the split;

(e) treatment of reversals;

(f) settlement timing;

(g) accounting; and

(h) whether the allocation continues after termination.

No material revenue split shall be left solely to marketing copy.

11.8 Revenue Ownership

Subject to amounts contractually allocated to Countertrade, Regulated Service Providers, payment providers, network operators, tax authorities, or other entitled Persons, revenue earned by Licensee's Trade Exchange Business belongs to Licensee.

Countertrade shall not acquire ownership of all Trade Exchange Revenue merely because:

(a) the Platform calculates the revenue;

(b) Countertrade provides technical infrastructure;

(c) Countertrade collects the revenue as an authorized collection agent;

(d) Countertrade provides Managed Operations; or

(e) Countertrade facilitates the underlying Transaction.

11.9 Collection Agent

Where the Platform or Countertrade collects amounts on Licensee's behalf, the applicable agreement shall identify:

(a) the capacity in which the amount is collected;

(b) deductions authorized before remittance;

(c) remittance timing;

(d) currency;

(e) settlement method;

(f) reserve rights if any;

(g) reconciliation procedures;

(h) dispute procedures; and

(i) records available to Licensee.

No collection arrangement shall be treated as transferring economic ownership of Licensee's revenue unless expressly agreed.

11.10 Revenue From Trade Credit Issuance

Where the Trade Exchange Business lawfully charges an access, issuance, program, administration, or other fee associated with Trade Credit, Licensee may earn revenue from such fees subject to:

(a) the applicable Member agreement;

(b) Applicable Law;

(c) the Platform's fee functionality;

(d) the applicable revenue allocation; and

(e) any provider requirements.

Any example stating that issuance of a specified volume of Trade Credit may produce a specified amount of fees is a Financial Performance Representation unless incorporated as an express contractual guarantee.

11.11 Licensing and Resale Revenue

If the Selected License Tier expressly grants Licensee rights to sublicense, resell, develop subordinate Trade Exchanges, or participate in license-related revenue, those rights shall be governed by a separate schedule identifying:

(a) scope of resale authority;

(b) geographic limits;

(c) brand rights;

(d) product restrictions;

(e) required disclosures;

(f) Countertrade's approval rights;

(g) license pricing;

(h) revenue allocation;

(i) royalties;

(j) compliance obligations;

(k) support responsibilities;

(l) intellectual-property rights;

(m) downstream agreements; and

(n) termination consequences.

No general reference to “licensing income” grants an unrestricted right to resell Countertrade Intellectual Property.

11.12 Transaction Completion

A Transaction shall be considered completed when the conditions identified in the applicable Transaction documentation have been satisfied.

Depending upon the Transaction, completion may require:

(a) execution of contracts;

(b) delivery;

(c) acceptance;

(d) transfer of title;

(e) Trade Credit settlement;

(f) payment of cash components;

(g) completion of provider processing;

(h) confirmation of services;

(i) recording in the Platform; and

(j) payment or accrual of applicable fees.

11.13 Fee Accrual

Unless the applicable Member agreement provides otherwise, a Transaction fee should become finally earned only when the underlying fee-generating event has occurred.

A fee may be authorized or reserved before final completion where the Member agreement clearly permits it.

11.14 Reversals and Failed Transactions

Where a Transaction is validly cancelled, rescinded, reversed, refunded, declared void, or fails before the fee-generating event, the applicable Member agreement shall determine:

(a) whether the fee is reversed;

(b) whether a portion remains payable;

(c) how Trade Credit is restored;

(d) how cash components are refunded;

(e) how network allocations are reversed; and

(f) how records are corrected.

11.15 Disputed Transactions

A disputed Transaction may be placed into an administrative hold where reasonably necessary to prevent dissipation of disputed value while the matter is reviewed.

A hold should be limited to the amount reasonably connected with the dispute except where broader restriction is justified by fraud, security, sanctions, or systemic risk.

11.16 Large Transactions

Licensee may establish enhanced approval, documentation, or compliance procedures for high-value or complex Transactions.

Enhanced procedures may include:

(a) additional identity verification;

(b) proof of authority;

(c) valuation evidence;

(d) ownership verification;

(e) title verification;

(f) legal review;

(g) tax review;

(h) sanctions screening;

(i) source documentation;

(j) counterparty verification;

(k) escrow or settlement arrangements; and

(l) enhanced Owner approval.

11.17 Real Estate and Business Acquisition Transactions

Where the Trade Exchange Business facilitates real estate, company acquisitions, or other legally complex assets:

(a) applicable title, conveyance, securities, corporate, tax, financing, and regulatory requirements remain applicable;

(b) Trade Credit consideration does not eliminate legal transfer requirements;

(c) appropriate professional advisers may be required;

(d) third-party closing mechanisms may be used;

(e) cash components may be necessary; and

(f) neither the Platform nor Trade Credit replaces legally required deeds, share transfers, registrations, consents, filings, or closing instruments.

11.18 International Transactions

Cross-border Transactions remain subject to:

(a) sanctions;

(b) export controls;

(c) import controls;

(d) customs;

(e) tax;

(f) foreign-exchange rules;

(g) anti-money-laundering laws;

(h) anti-bribery laws;

(i) local commercial law;

(j) data-transfer requirements;

(k) currency controls; and

(l) other Applicable Law.

No Territory grant exempts Licensee or a Member from cross-border legal requirements.

11.19 Conversion of Qualifying Value to Cash

Where a lawful cash-conversion process is available, it is separate from an ordinary Trade Credit purchase or sale.

The Trade Exchange Business shall not represent that:

(a) all issued Trade Credit is cash redeemable;

(b) Countertrade maintains a cash reserve equal to all Trade Credit balances;

(c) conversion is instantaneous regardless of market or provider conditions;

(d) any card balance is identical to a Trade Credit ledger balance unless the applicable program actually operates that way; or

(e) conversion can lawfully occur without required counterparties, providers, documentation, fees, or compliance.

11.20 Cash Withdrawal to Bank

Where eligible cash proceeds have been generated and become available for withdrawal, the Platform may support withdrawal to an approved bank or payment account through applicable providers.

A cash withdrawal:

(a) is distinct from issuance of Trade Credit;

(b) requires an actual qualifying cash balance;

(c) may require identity and compliance checks;

(d) may be subject to provider limits;

(e) may incur disclosed charges;

(f) may be delayed by banking or regulatory review; and

(g) must comply with Applicable Law.

11.21 No Artificial Transaction Volume

Neither Party shall knowingly create fictitious or sham Transactions solely to:

(a) inflate reported volume;

(b) generate misleading revenue statistics;

(c) trigger a guarantee;

(d) create artificial earnings evidence;

(e) manipulate a Financial Performance Representation;

(f) mislead prospective purchasers;

(g) mislead lenders or investors; or

(h) conceal the absence of genuine commercial activity.

11.22 Transaction Reporting

Licensee should have access to reporting reasonably sufficient to understand material Transaction activity and associated revenue, including where applicable:

(a) gross Transaction value;

(b) number of Transactions;

(c) fee base;

(d) gross fees;

(e) Licensee's share;

(f) network or Countertrade allocation;

(g) reversals;

(h) pending amounts;

(i) settled amounts;

(j) cash proceeds;

(k) Trade Credit activity; and

(l) material exceptions.

12.1 Territory Grant

Where Licensee purchases a Trade Exchange Business with a designated Territory, the Territory shall be precisely identified in the License Schedule and Territory & Exclusivity Addendum.

The Territory may be defined by:

(a) city;

(b) metropolitan area;

(c) county;

(d) state;

(e) province;

(f) region;

(g) country;

(h) multiple countries;

(i) another objectively identifiable geographic market; or

(j) another clearly defined market allocation expressly agreed by the Parties.

12.2 Exclusive Territory Where Sold as Exclusive

Where V181.86 and the License Schedule represent the approved Territory as exclusive, Countertrade grants Licensee the exclusive territorial right described in the Territory & Exclusivity Addendum.

Subject to the precise scope of that Addendum, Countertrade shall not knowingly grant another independent Trade Exchange owner an overlapping exclusive Trade Exchange Territory covering the same protected geographic market during the continuation of Licensee's exclusive territorial rights.

12.3 One Owner, One Exchange Principle

Where the Selected License Tier is sold under the representation:

“One owner. One exchange. Permanent rights.”

or substantially equivalent language, the contractual intent is that:

(a) the approved Territory is allocated to one Trade Exchange owner under the applicable exclusivity structure;

(b) Countertrade will not knowingly sell the same exclusive Territory to a competing independent owner while Licensee's territorial rights remain in effect;

(c) Licensee's ownership of its Trade Exchange Business is not a temporary rental solely by reason of passage of time; and

(d) any limitation, exception, or termination condition affecting those rights must be expressly stated rather than implied.

12.4 Permanent Ownership of the Trade Exchange Business

Licensee's ownership of the Trade Exchange Business and Licensee Assets is permanent in the sense that ownership does not expire automatically after a fixed period merely because the License has been fully paid.

Ownership may nevertheless be affected by:

(a) a voluntary sale;

(b) assignment;

(c) dissolution;

(d) insolvency law;

(e) court order;

(f) governmental action;

(g) abandonment;

(h) forfeiture required by Applicable Law; or

(i) another legally effective transfer or disposition.

Countertrade shall not repossess Licensee's Trade Exchange Business merely because an arbitrary period has elapsed.

12.5 Perpetual Operational License for Core Platform Rights

To give commercial effect to the representation that Licensee acquires and owns an operating Trade Exchange Business rather than merely renting software for a short subscription term, the License Schedule and Platform, Technology & Intellectual Property Schedule shall specify the duration of Licensee's core operational rights.

Unless the License Schedule expressly and conspicuously states a different approved structure before Licensee pays the License Fee, the core License necessary to operate the paid-up Trade Exchange Business is intended to continue on a perpetual basis, subject to:

(a) Licensee's compliance with surviving restrictions;

(b) lawful termination for an uncured material breach affecting the licensed technology;

(c) security restrictions reasonably necessary to protect the Platform;

(d) changes required by Applicable Law;

(e) third-party components whose availability cannot lawfully be guaranteed in perpetuity; and

(f) any replacement technology necessary to maintain substantially equivalent functionality.

A perpetual operational license does not transfer ownership of Countertrade source code or other Countertrade Intellectual Property unless expressly stated.

12.6 Permanent Territorial Rights

Where a Territory has been expressly sold as permanent, the territorial right shall not expire merely through passage of time.

Permanent territorial rights remain subject to:

(a) lawful transfer;

(b) Licensee's voluntary surrender;

(c) abandonment;

(d) a final determination that continued exclusivity is prohibited by Applicable Law;

(e) termination resulting from a material breach that directly undermines the territorial arrangement and remains uncured after any applicable cure rights; or

(f) another expressly stated condition consistent with the commercial promise made at the time of sale.

Countertrade shall not characterize a Territory as permanent in marketing and then impose an undisclosed ordinary fixed expiration date after payment.

12.7 Territory Reservation

An Applicant does not obtain final exclusive ownership of a Territory merely by viewing it on the website or expressing interest.

Territory reservation occurs only when the applicable reservation condition is satisfied, which may include:

(a) approval of the application;

(b) confirmation by Countertrade that the Territory is available;

(c) execution of the applicable documents;

(d) satisfaction of any required payment condition; and

(e) completion of any mandatory legal disclosure period.

12.8 Priority Between Competing Applicants

Where multiple Applicants seek the same exclusive Territory, Countertrade may establish a commercially reasonable priority process based upon documented criteria such as:

(a) date of completed application;

(b) qualification;

(c) completion of due diligence;

(d) execution readiness;

(e) completion of required legal disclosure periods;

(f) payment readiness; and

(g) other neutral criteria.

Countertrade shall not knowingly accept payment from multiple purchasers for the same exclusive Territory while representing to each that it has sole rights.

12.9 Exact Boundary

The Territory & Exclusivity Addendum shall state the geographic boundary with enough precision to resolve overlap disputes.

Where appropriate, the boundary may use:

(a) municipal boundaries;

(b) postal codes;

(c) counties;

(d) administrative regions;

(e) countries;

(f) coordinates;

(g) an attached map; or

(h) another objective geographic description.

Marketing descriptions such as “your city” shall not override the definitive boundary in the executed Addendum.

12.10 Online Transactions

Because digital commerce may cross geographic boundaries, the Territory & Exclusivity Addendum shall distinguish between:

(a) local solicitation;

(b) targeted advertising;

(c) passive website visibility;

(d) inbound inquiries;

(e) existing Member relationships;

(f) national accounts;

(g) multinational accounts;

(h) cross-border Transactions;

(i) network referrals; and

(j) inter-exchange activity.

The existence of an exclusive Territory does not automatically prohibit all Transactions involving a Person physically located outside that Territory unless the Addendum expressly provides such a restriction.

12.11 No Hidden Territorial Exceptions

Any material exception to exclusive territorial rights shall be disclosed in the Territory & Exclusivity Addendum.

Material exceptions shall not be created after execution through unpublished internal policies.

If Countertrade reserves rights relating to:

(a) global accounts;

(b) national accounts;

(c) governmental accounts;

(d) pre-existing accounts;

(e) international institutional accounts;

(f) inter-exchange Transactions;

(g) centrally managed strategic accounts; or

(h) other categories,

those reservations must be stated with sufficient clarity to allow Licensee to understand their practical effect.

12.12 Existing Relationships

A pre-existing contractual relationship with a customer, Member, provider, government, institutional buyer, or other Person shall not automatically become Licensee's exclusive property merely because that Person is physically located within Licensee's Territory.

Conversely, Countertrade shall not use an undefined concept of “existing relationship” to remove ordinary local business opportunities from Licensee's exclusive Territory.

The Addendum shall identify any material pre-existing account exclusions known at execution where those exclusions could materially affect the value of the Territory.

12.13 Member Mobility

A Member may transact with counterparties outside Licensee's Territory where permitted by applicable contracts and network rules.

Territorial exclusivity primarily governs competing Trade Exchange ownership and targeted market rights, not necessarily every commercial Transaction that crosses a geographic boundary.

12.14 Inter-Exchange Transactions

The Trade Exchange infrastructure may permit transactions between Members affiliated with different Trade Exchanges.

The applicable network rules may establish:

(a) inter-exchange eligibility;

(b) clearing arrangements;

(c) fee allocation;

(d) Transaction attribution;

(e) Member ownership;

(f) reporting;

(g) Trade Credit settlement;

(h) disputes; and

(i) revenue allocation.

Inter-exchange activity shall not, by itself, constitute a sale of Licensee's exclusive Territory to another owner.

12.15 Targeted Solicitation Into Another Exclusive Territory

Unless the applicable network rules provide otherwise, an independent Trade Exchange owner should not knowingly conduct systematic local solicitation specifically designed to establish a competing local Trade Exchange operation inside another owner's exclusive Territory.

This restriction does not necessarily prohibit:

(a) ordinary cross-border Transactions;

(b) national advertising not specifically targeted to displace the local exchange;

(c) passive website access;

(d) network referrals;

(e) existing commercial relationships;

(f) transactions requested by existing Members; or

(g) activity expressly permitted by the Territory & Exclusivity Addendum.

12.16 Territory Expansion

Licensee may request additional Territories.

Any expansion shall be subject to:

(a) availability;

(b) qualification;

(c) Applicable Law;

(d) pricing then applicable to the expansion;

(e) technology capacity;

(f) existing territorial commitments;

(g) applicable regulatory requirements; and

(h) execution of appropriate documentation.

Licensee has no automatic right to an unallocated Territory merely because Licensee owns an existing Trade Exchange.

12.17 Territory Transfer

Licensee may transfer territorial rights only together with, or as part of an approved transfer of, the Trade Exchange Business unless Countertrade expressly agrees otherwise.

Countertrade's approval of a transfer may reasonably depend upon:

(a) identity of the transferee;

(b) compliance review;

(c) assumption of obligations;

(d) protection of Countertrade Intellectual Property;

(e) regulatory requirements;

(f) avoidance of sanctions or fraud; and

(g) payment of any expressly agreed and commercially reasonable transfer-processing charge.

Countertrade shall not unreasonably withhold approval solely to reacquire a valuable Territory without compensation where Licensee has a lawful transfer right.

12.18 No Arbitrary Revocation

Countertrade shall not arbitrarily revoke an exclusive or permanent Territory because:

(a) Licensee declined to purchase an optional service;

(b) Licensee declined Done-for-You Management;

(c) Licensee chose to operate independently;

(d) Countertrade later determines that the Territory could command a higher price;

(e) another buyer offers more money; or

(f) Licensee lawfully exercises a contractual right.

12.19 Material Non-Operation or Abandonment

If Countertrade proposes that permanent Territory protection may be lost through abandonment or prolonged non-operation, the Territory & Exclusivity Addendum must:

(a) define abandonment objectively;

(b) distinguish abandonment from temporary inactivity;

(c) provide reasonable notice;

(d) provide a commercially reasonable opportunity to cure where cure is possible;

(e) identify any minimum operating requirements known at execution; and

(f) prevent forfeiture through an undisclosed performance standard.

No automatic forfeiture condition is created by this Section unless the applicable Addendum expressly adopts one.

12.20 Legal Restriction on Exclusivity

If Applicable Law prohibits or materially restricts territorial exclusivity in a jurisdiction:

(a) the Parties shall modify the territorial structure only to the extent necessary to comply;

(b) Countertrade shall not use the legal restriction to remove unrelated rights;

(c) the Parties shall attempt in good faith to preserve the closest lawful commercial equivalent; and

(d) where the restriction materially defeats a central element of the purchased rights, any remedies required by Applicable Law or the Agreement remain available.

12.21 Territory Representation Controls

Countertrade shall maintain reasonable consistency among:

(a) Website Materials;

(b) application materials;

(c) sales communications;

(d) License Schedule;

(e) Territory & Exclusivity Addendum; and

(f) internal Territory records.

A Territory shall not be marketed as exclusive while internal records knowingly authorize overlapping competing exclusive ownership.

12.22 Territory Registry

Countertrade may maintain an internal Territory registry identifying:

(a) available Territories;

(b) reserved Territories;

(c) assigned Territories;

(d) owner;

(e) status;

(f) date of reservation;

(g) effective date;

(h) transfer history; and

(i) other material administrative information.

Licensee may request reasonable confirmation of Licensee's own Territory status.

12.23 Effect of Refund Under Applicable Guarantee

Where a Guarantee Addendum expressly provides that Licensee receives a refund while retaining the Trade Exchange Business and exclusive Territory, the Guarantee Addendum controls.

Countertrade shall not rely on a general termination provision in this Agreement to defeat a specific right in the Guarantee Addendum stating that Licensee:

(a) keeps the Trade Exchange;

(b) keeps the Platform or continuing Platform rights;

(c) keeps the Brand Assets as specified;

(d) keeps the materials as specified;

(e) keeps the exclusive Territory; or

(f) receives continuing support for a stated period.

The exact scope of those retained rights shall be defined in the Guarantee Addendum and Platform Schedule.

12.24 No Double Sale of Permanent Territory

If Countertrade has granted Licensee a permanent exclusive Territory and that right remains valid, Countertrade shall not knowingly:

(a) resell the same permanent exclusive Territory;

(b) license a competing owner to establish the same category of Trade Exchange in the same protected Territory;

(c) represent the Territory to another purchaser as unallocated; or

(d) accept consideration for an overlapping exclusive right,

except to the extent Licensee has lawfully transferred, surrendered, abandoned, or lost the territorial right pursuant to an express legally valid provision.

12.25 Territorial Rights Survive Technology Replacement

If Countertrade replaces or materially upgrades the Platform technology, Licensee's territorial rights do not terminate merely because the underlying software architecture changes.

A technology migration shall preserve the territorial position established by the applicable Territory & Exclusivity Addendum unless:

(a) Licensee agrees otherwise; or

(b) Applicable Law requires modification.

12.26 Territorial Goodwill

Subject to applicable intellectual-property and Member-data rights, goodwill generated by Licensee's Trade Exchange Business within its Territory belongs to Licensee as part of Licensee's business value.

This does not transfer ownership of Countertrade's separate trademarks, corporate goodwill, or proprietary technology.

12.27 Permanent Does Not Mean Unregulated

The use of the word “permanent” does not exempt either Party from future Applicable Law.

Permanent ownership and territorial rights remain subject to lawful governmental authority, mandatory legal change, sanctions, court orders, insolvency law, and other legally binding requirements that cannot be contracted away.

Countertrade shall not voluntarily create a legal impediment for the purpose of circumventing permanent rights previously granted to Licensee.

13.1 Platform Provided for the Trade Exchange Business

Subject to this Agreement and the Platform, Technology & Intellectual Property Schedule, Countertrade shall provide or arrange access to the Platform components expressly included with the Selected License Tier.

The Platform may include, where applicable:

(a) Owner and administrator dashboards;

(b) Member dashboards;

(c) application and onboarding systems;

(d) Member-management functionality;

(e) Trade Credit issuance and administration functionality;

(f) buying- and selling-schedule systems;

(g) Transaction-management systems;

(h) accounting and ledger functionality;

(i) fee-calculation systems;

(j) cash-revenue tracking;

(k) conversion and withdrawal workflows;

(l) contract-management functionality;

(m) electronic-signature integrations;

(n) reporting and analytics;

(o) communication tools;

(p) websites and landing pages;

(q) workflow automation;

(r) compliance functionality;

(s) document-management functionality;

(t) administrative controls;

(u) APIs and integrations;

(v) business-development tools; and

(w) other functionality expressly included in the applicable Resource Schedule.

13.2 Platform Access Is Part of the Operating Infrastructure

Where access to the Platform is represented as a core component of the Trade Exchange Business, Countertrade shall not treat Platform access as an optional service capable of being withdrawn arbitrarily while Licensee continues to hold valid rights to operate the Trade Exchange Business.

Any suspension or termination of Platform access must be supported by:

(a) an express contractual right;

(b) a material security concern;

(c) unlawful activity;

(d) a binding third-party or governmental requirement;

(e) a material breach affecting Platform use; or

(f) another legally sufficient basis under this Agreement.

13.3 Administrative Access

Licensee shall receive the administrative access reasonably necessary to exercise the rights granted under the Selected License Tier.

Administrative access may include the ability to:

(a) create and manage authorized staff accounts;

(b) review Member activity;

(c) approve Member applications where Licensee has approval authority;

(d) administer Trade Credit within authorized limits;

(e) review Transactions;

(f) configure permitted business settings;

(g) access reports;

(h) manage fees where applicable;

(i) review contractual records;

(j) communicate with Members;

(k) review revenue information;

(l) manage permitted branding elements; and

(m) perform other owner or administrator functions included in the Platform.

13.4 Technical Administration Reserved to Countertrade

Countertrade may retain technical administration rights reasonably necessary to:

(a) maintain software;

(b) maintain databases;

(c) administer infrastructure;

(d) deploy security updates;

(e) correct defects;

(f) maintain integrations;

(g) prevent unauthorized activity;

(h) perform backups;

(i) maintain network interoperability;

(j) provide support;

(k) implement upgrades;

(l) satisfy legal requirements;

(m) investigate security incidents; and

(n) preserve the stability of shared systems.

Such technical administration rights do not constitute ownership of Licensee's Trade Exchange Business.

13.5 Shared Infrastructure

The Platform may use infrastructure shared among multiple Trade Exchanges.

Shared infrastructure may include:

(a) application servers;

(b) databases logically separated by tenant;

(c) hosting environments;

(d) authentication services;

(e) reporting systems;

(f) software libraries;

(g) API services;

(h) security systems;

(i) payment integrations;

(j) communications infrastructure; and

(k) other common technical components.

Countertrade shall maintain commercially reasonable logical, permission-based, or other appropriate controls designed to prevent unauthorized access between separate Trade Exchange environments.

13.6 Multi-Tenant Architecture

Where the Platform uses multi-tenant architecture:

(a) Licensee retains its contractual rights to its Trade Exchange Business and Licensee Data;

(b) shared software architecture does not make one licensee the owner of another licensee's business or Data;

(c) Countertrade may administer the common technology layer;

(d) access permissions should segregate tenant-specific administrative authority;

(e) shared infrastructure may be upgraded globally; and

(f) technical consolidation does not extinguish separate territorial, ownership, or economic rights.

13.7 Hosting

Where hosting is included, Countertrade shall provide or arrange hosting reasonably suitable for the intended Platform functionality.

Hosting may be supplied through:

(a) Countertrade infrastructure;

(b) cloud infrastructure;

(c) a hosting company;

(d) data-center providers;

(e) managed application infrastructure; or

(f) another commercially reasonable provider.

Unless expressly promised otherwise, inclusion of hosting does not mean Countertrade owns the physical servers on which the Platform operates.

13.8 Domains

Where a domain name is expressly included as a transferred Licensee Asset:

(a) the Resource Schedule should identify the domain;

(b) ownership should be registered or transferred to Licensee where reasonably practicable;

(c) Licensee shall be responsible for renewal costs if identified as Licensee's responsibility; and

(d) Countertrade may retain technical DNS or administrative access where necessary to provide agreed services.

Where a domain remains owned by Countertrade and is only licensed for use, that status must be disclosed.

13.9 Website Ownership and Licensed Components

A website created for Licensee may contain multiple categories of rights.

Unless expressly stated otherwise:

(a) Licensee owns custom Licensee-created content;

(b) Licensee owns Brand Assets expressly transferred to Licensee;

(c) Countertrade retains Countertrade Intellectual Property embedded in the site;

(d) third parties retain rights in licensed third-party components;

(e) Licensee receives the usage rights necessary to operate the website as part of the Trade Exchange Business; and

(f) ownership of a branded website does not automatically transfer ownership of the underlying Platform framework or proprietary code used across other Trade Exchanges.

13.10 Availability

Countertrade shall use commercially reasonable efforts to maintain the Platform in operational condition appropriate to its intended use.

The Parties acknowledge that no internet-based or electronic platform can be guaranteed to operate without interruption in all circumstances.

Potential interruptions may arise from:

(a) scheduled maintenance;

(b) emergency maintenance;

(c) cyberattacks;

(d) telecommunications failures;

(e) hosting-provider failures;

(f) power failures;

(g) provider outages;

(h) force majeure;

(i) governmental orders;

(j) software defects;

(k) security incidents;

(l) third-party API failures; or

(m) circumstances outside reasonable control.

This Section does not excuse repeated or prolonged outages caused by Countertrade's failure to exercise commercially reasonable care.

13.11 Scheduled Maintenance

Where reasonably practicable, Countertrade should schedule material planned maintenance so as to reduce unnecessary disruption.

Advance notice should be provided for material scheduled maintenance where:

(a) the maintenance is expected to materially interrupt access; and

(b) circumstances reasonably permit advance notice.

Emergency maintenance may be performed without advance notice where delay would materially increase:

(i) security risk;

(ii) data risk;

(iii) legal risk;

(iv) fraud risk; or

(v) system instability.

13.12 Platform Defects

Countertrade shall use commercially reasonable efforts to correct reproducible material Platform defects affecting functionality included in the Selected License Tier.

A Platform defect does not include:

(a) a failure caused solely by Licensee's unauthorized modification;

(b) a failure caused solely by unsupported third-party software selected by Licensee;

(c) misuse contrary to documented requirements;

(d) a third-party outage outside Countertrade's reasonable control; or

(e) a feature Licensee expected but that was never represented as included.

13.13 Security Updates

Countertrade may deploy security updates without Licensee's prior approval where reasonably necessary to protect:

(a) Accounts;

(b) Data;

(c) Transaction integrity;

(d) Trade Credit integrity;

(e) authentication;

(f) infrastructure;

(g) third-party integrations;

(h) Members;

(i) other Trade Exchanges; or

(j) the Countertrade network.

A security update should not knowingly remove a material paid-for business function unless:

(i) removal is legally or technically necessary; and

(ii) Countertrade provides a commercially reasonable replacement where feasible.

13.14 Platform Evolution

The Platform may evolve over time.

Countertrade may:

(a) improve interfaces;

(b) upgrade architecture;

(c) replace outdated components;

(d) add functionality;

(e) improve security;

(f) change hosting providers;

(g) modify workflows;

(h) replace third-party integrations;

(i) migrate databases;

(j) modernize software;

(k) consolidate systems; and

(l) retire obsolete components.

Such evolution shall not, solely by reason of technical change, extinguish Licensee's core ownership, territorial, or paid-up licensing rights.

13.15 Material Feature Replacement

If Countertrade retires a material feature expressly included with Licensee's Selected License Tier, Countertrade should, where commercially and technically reasonable:

(a) provide an equivalent or superior replacement;

(b) preserve materially equivalent functionality through another workflow;

(c) provide a migration path; or

(d) where replacement is impossible, address any material contractual impact in accordance with this Agreement and Applicable Law.

13.16 No Guaranteed Permanence of Specific Third-Party Technology

A promise of permanent ownership or continuing operation of the Trade Exchange Business does not mean that a particular third-party:

(a) bank;

(b) card issuer;

(c) processor;

(d) hosting provider;

(e) software vendor;

(f) API;

(g) payment network;

(h) communications provider; or

(i) integration

must remain available forever.

Where such third-party infrastructure is replaced, Countertrade shall use commercially reasonable efforts to preserve the applicable business functionality where that functionality remains lawful and commercially available.

13.17 Backups and Recovery

Countertrade shall maintain commercially reasonable backup and recovery practices appropriate to the Platform architecture and the materiality of the Data being processed.

Such practices should address, where applicable:

(a) database backups;

(b) configuration backups;

(c) system restoration;

(d) access-control restoration;

(e) business continuity;

(f) disaster recovery;

(g) backup security; and

(h) restoration testing.

The Platform, Technology & Intellectual Property Schedule may specify additional technical requirements.

13.18 Licensee Backups

Where export functionality is available, Licensee should maintain reasonable copies of material business records necessary for independent business continuity.

Countertrade shall not intentionally prevent Licensee from obtaining reasonable exports of Licensee Data merely to make Licensee commercially dependent on Countertrade, subject to:

(a) security;

(b) privacy;

(c) third-party rights;

(d) proprietary system architecture; and

(e) applicable export limitations.

13.19 Interoperability

Countertrade may provide integrations with third-party systems.

An integration does not imply:

(a) ownership of the third party;

(b) endorsement by the third party beyond any actual commercial relationship;

(c) perpetual availability;

(d) unrestricted access;

(e) exemption from provider terms; or

(f) guaranteed acceptance of Licensee by the provider.

13.20 APIs

Where APIs are included:

(a) API access shall be limited to authorized purposes;

(b) credentials shall be protected;

(c) rate limits may apply;

(d) security controls may apply;

(e) undocumented endpoints may not be relied upon;

(f) API usage must comply with Applicable Law and applicable provider requirements; and

(g) Countertrade may alter an API where reasonably necessary while endeavoring to preserve material supported functionality.

13.21 Integration With Regulated Services

Where Platform functionality interfaces with a Regulated Service Provider:

(a) Countertrade may provide technical integration;

(b) Licensee may receive access subject to provider approval;

(c) the provider may impose separate terms;

(d) the provider may suspend or terminate services according to its lawful rights;

(e) Countertrade shall not misrepresent control over provider decisions; and

(f) the Parties shall cooperate reasonably in seeking alternative infrastructure where a material provider becomes unavailable.

13.22 System Logs

Countertrade may maintain technical logs reasonably necessary for:

(a) security;

(b) diagnostics;

(c) fraud detection;

(d) performance monitoring;

(e) compliance;

(f) troubleshooting;

(g) access auditing;

(h) dispute resolution; and

(i) Platform improvement.

Logs shall be handled in accordance with applicable privacy, security, and retention requirements.

13.23 No Unauthorized Technical Interference

Licensee shall not knowingly:

(a) introduce malicious code;

(b) conduct unauthorized penetration activity;

(c) disrupt shared infrastructure;

(d) overload systems intentionally;

(e) tamper with another tenant's Data;

(f) bypass rate limits through deceptive methods;

(g) defeat authentication controls;

(h) extract restricted source code;

(i) interfere with audit logging; or

(j) use the Platform in a manner intended to damage network integrity.

13.24 Technical Assistance

Countertrade shall provide the technical-support resources included in the Selected License Tier.

Technical assistance may include:

(a) access assistance;

(b) configuration support;

(c) troubleshooting;

(d) defect reporting;

(e) system guidance;

(f) update assistance;

(g) integration assistance where included;

(h) documentation; and

(i) other support identified in the Resource Schedule.

13.25 Service Levels

No specific numerical uptime percentage, response-time commitment, resolution-time commitment, service credit, or other formal service level shall be implied unless expressly stated in the Platform Schedule or another applicable service-level agreement.

If Countertrade publicly promises a specific service level that materially forms part of the offer, the final contractual documentation should expressly reconcile that representation.

13.26 Technology After a Guarantee Refund

Where the applicable Guarantee Addendum provides that Licensee keeps the Platform after a qualifying refund, the Platform Schedule and Guarantee Addendum shall define precisely:

(a) what Platform rights continue;

(b) whether the continuing right is perpetual;

(c) which hosting rights continue;

(d) whether future upgrades are included;

(e) what technical support continues;

(f) which third-party costs remain Licensee's responsibility;

(g) which proprietary materials remain licensed;

(h) what happens to managed services;

(i) what occurs if a third-party component is replaced; and

(j) what restrictions continue to apply.

Countertrade shall not advertise that Licensee “keeps the platform” while intending that all operational access terminate immediately after refund unless that limitation is conspicuously disclosed before purchase.

14.1 Ownership Structure

The Parties acknowledge that the Trade Exchange Business may combine intellectual property and assets owned by different Persons.

Nothing in this Agreement should be interpreted as collapsing those separate ownership interests.

The principal categories are:

(a) Countertrade Intellectual Property;

(b) Licensee Assets;

(c) jointly developed materials where expressly agreed;

(d) third-party intellectual property;

(e) Brand Assets transferred to Licensee;

(f) Brand Assets licensed to Licensee; and

(g) public-domain or open-source materials.

14.2 Countertrade Retains Countertrade Intellectual Property

Except where a written transfer expressly states otherwise, Countertrade retains all right, title, and interest in Countertrade Intellectual Property.

Licensee's payment of the License Fee grants the contractual rights described in this Agreement but does not constitute a purchase of Countertrade itself or a blanket assignment of Countertrade's Intellectual Property Rights.

14.3 License to Countertrade Intellectual Property

Countertrade grants Licensee the right to use Countertrade Intellectual Property to the extent necessary to exercise Licensee's rights under this Agreement.

The license shall be:

(a) limited to authorized Trade Exchange Business purposes;

(b) subject to the territorial provisions where applicable;

(c) subject to restrictions protecting proprietary technology;

(d) subject to any third-party rights;

(e) transferable only as permitted under this Agreement; and

(f) of the duration established in the License Schedule and Platform Schedule.

14.4 Perpetual Core Operational Rights

Where Licensee's core Trade Exchange License is sold as perpetual or as part of permanent Trade Exchange ownership, the license to the Countertrade Intellectual Property necessary to operate the core Trade Exchange Business shall continue on the basis stated in the Platform Schedule.

Such continuing rights remain subject to:

(a) confidentiality;

(b) restrictions on copying;

(c) restrictions on unauthorized resale;

(d) restrictions on reverse engineering to the extent lawfully enforceable;

(e) security;

(f) Applicable Law;

(g) third-party rights; and

(h) lawful termination remedies for material misuse.

14.5 Licensee Owns Licensee-Created Intellectual Property

Subject to Countertrade's pre-existing rights, Licensee owns intellectual property independently created by Licensee without incorporating Countertrade Confidential Information or proprietary materials.

Examples may include:

(a) original Licensee marketing content;

(b) original Licensee logos;

(c) Licensee-created customer lists;

(d) Licensee-created training content;

(e) Licensee-created business processes;

(f) Licensee-created reports;

(g) independently developed software; and

(h) original Licensee documentation.

14.6 Custom Work Product

Ownership of custom materials specifically commissioned from Countertrade for Licensee shall be determined by the applicable Resource Schedule or project specification.

The documentation should distinguish between:

(a) custom output transferred to Licensee;

(b) Countertrade background technology;

(c) generic components reusable by Countertrade;

(d) third-party components;

(e) Licensee-specific Data; and

(f) derivative materials.

14.7 Background Intellectual Property

Neither Party transfers ownership of intellectual property developed or acquired before the applicable project merely because that intellectual property is used in performing this Agreement.

A Party's pre-existing:

(a) methods;

(b) know-how;

(c) software;

(d) templates;

(e) frameworks;

(f) libraries;

(g) designs;

(h) documentation;

(i) processes; and

(j) trade secrets

remain that Party's property unless expressly transferred.

14.8 Improvements to Countertrade Technology

Unless otherwise agreed, improvements to Countertrade's general Platform technology made by or for Countertrade remain Countertrade Intellectual Property.

Licensee's use of or suggestions concerning the Platform do not automatically give Licensee ownership of general Platform improvements.

14.9 Licensee Suggestions

If Licensee voluntarily provides feedback concerning Platform improvements, Countertrade may use that feedback to improve its systems provided that:

(a) Countertrade does not acquire Licensee's Confidential Information merely by characterizing it as feedback;

(b) Countertrade does not disclose Licensee's proprietary business information unnecessarily; and

(c) no transfer of an independently protectable Licensee invention occurs without an appropriate agreement where legally required.

14.10 Trade Exchange Brand

The Trade Exchange Business may operate under:

(a) a Licensee-owned brand;

(b) a jointly approved brand;

(c) a Countertrade-licensed brand;

(d) a white-label brand;

(e) a local Trade Exchange brand; or

(f) another approved branding structure.

The License Schedule or Resource Schedule shall identify the applicable structure where material.

14.11 Licensee-Owned Brand

Where Licensee selects and owns the local Trade Exchange name and marks:

(a) Licensee retains ownership subject to third-party rights;

(b) Licensee may register the marks at Licensee's cost;

(c) Licensee is responsible for ensuring lawful use;

(d) Countertrade receives a limited license to use the marks to perform this Agreement; and

(e) Countertrade's limited operational use does not transfer ownership.

14.12 Countertrade Brand License

Where Licensee is permitted to use Countertrade-owned Brand Assets:

(a) use must be within the authorized scope;

(b) Licensee shall follow reasonable quality and brand standards;

(c) Licensee shall not register confusingly similar marks in Licensee's own name;

(d) Licensee shall not challenge Countertrade's ownership without legitimate legal basis; and

(e) termination of the brand license shall be governed by the applicable Schedule.

14.13 White-Label Rights

Where the Selected License Tier includes white-label rights, Licensee may present the approved Platform and Trade Exchange Business under Licensee's authorized branding, subject to:

(a) required legal disclosures;

(b) provider attribution requirements;

(c) payment-network rules;

(d) regulatory naming rules;

(e) intellectual-property restrictions; and

(f) technical limitations.

White labeling does not transfer ownership of underlying proprietary software.

14.14 Trademark Clearance

Countertrade's assistance with branding does not constitute a warranty that a proposed Trade Exchange name is free of third-party trademark rights unless Countertrade expressly provides a professional clearance service.

Licensee should obtain trademark advice where commercially appropriate.

14.15 Domain Names

Ownership of domain names shall be determined by registration and the applicable Resource Schedule.

Where a domain is intended to be a Licensee Asset, Countertrade shall not intentionally retain registrant ownership solely to prevent Licensee from exercising the ownership rights promised under this Agreement.

14.16 Proprietary Manuals and Operating Materials

Countertrade may provide proprietary manuals, templates, systems, playbooks, scripts, procedures, contractual frameworks, and other operating materials.

Licensee may use those materials:

(a) internally;

(b) to operate the Trade Exchange Business;

(c) to train Authorized Users;

(d) to communicate with Members where intended;

(e) to administer Transactions; and

(f) for other purposes expressly contemplated by the materials.

Licensee shall not commercially redistribute Countertrade proprietary materials as standalone products unless expressly authorized.

14.17 Modification of Templates

Licensee may adapt operational templates for its Trade Exchange Business where:

(a) modification is permitted;

(b) modification does not falsely attribute legal advice to Countertrade;

(c) required notices remain intact where necessary;

(d) the modification does not infringe third-party rights; and

(e) any legally significant contract change receives appropriate professional review where necessary.

14.18 Legal Templates Are Not Legal Advice

Any sample agreements, forms, disclosures, policies, or contract templates provided as Business Resources are starting materials intended for lawful adaptation.

Unless prepared and delivered by qualified counsel in an applicable attorney-client engagement, they do not constitute individualized legal advice concerning Licensee's jurisdiction.

14.19 Prohibited Copying

Licensee shall not reproduce or distribute Countertrade Intellectual Property beyond the scope reasonably necessary to operate the Trade Exchange Business.

This restriction does not prohibit Licensee from:

(a) maintaining reasonable business copies;

(b) backing up authorized materials;

(c) distributing Member-facing forms as intended;

(d) providing documents to professional advisers;

(e) making legally required disclosures; or

(f) preserving records required by Applicable Law.

14.20 Reverse Engineering

To the maximum extent permitted by Applicable Law, Licensee shall not reverse engineer, decompile, disassemble, derive source code from, or otherwise attempt to reconstruct proprietary Countertrade software except:

(a) to the limited extent Applicable Law creates a non-waivable right; or

(b) with Countertrade's prior written authorization.

14.21 No Circumvention of Technical Licensing Controls

Licensee shall not intentionally circumvent technical measures designed to:

(a) protect intellectual property;

(b) segregate Trade Exchanges;

(c) enforce account permissions;

(d) protect Data;

(e) enforce capacity limits;

(f) prevent unauthorized installations; or

(g) protect Platform integrity.

14.22 Third-Party Intellectual Property

Third-party components remain subject to their applicable licenses.

Countertrade shall not knowingly represent third-party intellectual property as owned by Countertrade if it is merely licensed.

Licensee shall comply with material third-party license restrictions disclosed as applicable to Licensee.

14.23 Open-Source Software

The Platform may incorporate open-source software.

Open-source components remain subject to their applicable licenses.

Nothing in this Agreement restricts rights that an applicable open-source license grants directly to Licensee.

14.24 Intellectual Property Infringement Claims

If a third party asserts that Licensee's authorized use of Countertrade Intellectual Property infringes that third party's rights, Countertrade shall reasonably evaluate the claim.

Subject to the indemnification provisions of this Agreement, Countertrade may:

(a) obtain continuing rights;

(b) modify the affected component;

(c) replace the affected component;

(d) defend the claim;

(e) negotiate resolution; or

(f) take another commercially reasonable action.

Licensee shall reasonably cooperate and shall not admit liability on Countertrade's behalf without authority.

14.25 Licensee-Supplied Materials

Licensee represents that it has the right to provide and authorize use of materials supplied by Licensee.

Licensee shall not knowingly provide:

(a) infringing logos;

(b) unauthorized copyrighted materials;

(c) confidential information belonging to another Person without authority;

(d) misleading regulated marks;

(e) deceptive credentials; or

(f) unlawful content.

14.26 Ownership After Termination

Termination does not transfer ownership of one Party's Intellectual Property Rights to the other Party.

After termination:

(a) Licensee retains Licensee Assets;

(b) Countertrade retains Countertrade Intellectual Property;

(c) continuing licenses survive only to the extent provided by this Agreement, the Platform Schedule, or Guarantee Addendum;

(d) each Party shall cease unauthorized use of the other Party's marks; and

(e) Data rights shall be handled in accordance with Article 15.

14.27 No Retaliatory IP Revocation

Where Licensee holds a valid perpetual license necessary to operate a fully paid Trade Exchange Business, Countertrade shall not revoke that license merely because:

(a) Licensee declined an optional service;

(b) Licensee terminated Done-for-You Management;

(c) Licensee exercised a refund right that expressly preserves Platform rights;

(d) Licensee disputed an unrelated charge in good faith;

(e) Licensee changed personnel; or

(f) Licensee exercised another lawful contractual right.

This Section does not prevent lawful suspension or termination for material misuse, infringement, security breach, illegality, or other grounds expressly provided by this Agreement.

15.1 Categories of Data

Data associated with the Trade Exchange Business may include:

(a) Applicant Data;

(b) Licensee Data;

(c) Member Data;

(d) Transaction Data;

(e) Trade Credit ledger Data;

(f) payment-related Data;

(g) communications;

(h) technical logs;

(i) compliance Data;

(j) contractual records;

(k) analytics;

(l) system-generated metadata; and

(m) other business records.

Rights and responsibilities may differ according to the type of Data and Applicable Law.

15.2 Licensee Business Data

As between Countertrade and Licensee, Licensee retains its rights in Data generated by or for Licensee in operating the Trade Exchange Business, including:

(a) Licensee's proprietary business information;

(b) Licensee-created Member relationship records;

(c) Licensee-created commercial information;

(d) Licensee's internal operating records;

(e) Licensee-owned content; and

(f) other Licensee-originated Data,

subject to:

(i) rights of individual Data subjects;

(ii) Member contractual rights;

(iii) Countertrade's rights to process Data under this Agreement;

(iv) Applicable Law; and

(v) third-party rights.

15.3 Countertrade Processing Rights

Licensee grants Countertrade the rights reasonably necessary to process Data for:

(a) operating the Platform;

(b) providing setup;

(c) providing technical support;

(d) administering Trade Credit;

(e) processing Transactions;

(f) maintaining security;

(g) fraud detection;

(h) compliance;

(i) analytics;

(j) reporting;

(k) improving Platform performance;

(l) providing Managed Operations where applicable;

(m) fulfilling legal obligations; and

(n) other purposes properly disclosed under the applicable privacy framework.

Countertrade shall not acquire ownership of Licensee's business merely by processing Licensee Data.

15.4 Member Personal Data

Personal information concerning Members shall be handled in accordance with:

(a) Applicable Law;

(b) the applicable privacy policy;

(c) Member notices;

(d) contractual permissions;

(e) legitimate operational purposes;

(f) security requirements; and

(g) any applicable data-processing agreement.

15.5 Data Controller and Processor Roles

The Parties shall determine their respective privacy-law roles according to the actual processing activity and Applicable Law rather than relying solely upon labels.

Depending upon the activity:

(a) Licensee may act as an independent controller or equivalent;

(b) Countertrade may act as a processor or service provider;

(c) Countertrade may act as an independent controller for specified purposes;

(d) the Parties may each have independent compliance obligations; or

(e) another legally recognized arrangement may apply.

Where required, the Parties shall enter into an appropriate data-processing addendum.

15.6 Accuracy of Data

Licensee shall use commercially reasonable efforts to maintain accurate information supplied by Licensee or its Authorized Users.

Countertrade shall maintain reasonable controls designed to preserve the integrity of Data processed by the Platform.

Neither Party shall knowingly falsify material Data.

15.7 Security Program

Countertrade shall maintain commercially reasonable administrative, technical, and organizational safeguards appropriate to the nature of the Platform and Data processed.

Safeguards may include:

(a) authentication controls;

(b) access restrictions;

(c) role-based permissions;

(d) encryption where appropriate;

(e) secure communications;

(f) logging;

(g) backups;

(h) vulnerability management;

(i) security updates;

(j) incident response;

(k) malware protection;

(l) infrastructure monitoring;

(m) credential controls;

(n) vendor-security measures; and

(o) other appropriate measures.

15.8 Licensee Security Responsibilities

Licensee shall maintain reasonable security practices for systems and credentials under Licensee's control.

Licensee shall:

(a) protect passwords;

(b) avoid unauthorized credential sharing;

(c) maintain appropriate endpoint security;

(d) remove access for departing personnel;

(e) use multifactor authentication where provided and reasonably required;

(f) notify Countertrade of suspected compromise;

(g) train personnel concerning material security obligations;

(h) avoid transmitting credentials through insecure channels unnecessarily; and

(i) comply with reasonable Platform security requirements.

15.9 Security Incident

A Security Incident means unauthorized access to, acquisition of, disclosure of, alteration of, destruction of, or material interference with protected Data or Platform systems, excluding unsuccessful attempts that do not compromise security.

15.10 Security Incident Response

Upon discovering a material Security Incident affecting Licensee's Data or Trade Exchange Business, the Party discovering the incident shall act reasonably to:

(a) contain the incident;

(b) preserve evidence;

(c) investigate;

(d) remediate known vulnerabilities;

(e) assess affected Data;

(f) identify applicable notification obligations;

(g) cooperate with legally required notices;

(h) reduce ongoing harm; and

(i) document material response actions.

15.11 Notification of Material Incidents

Countertrade shall notify Licensee of a confirmed material Security Incident affecting Licensee Data without unreasonable delay and in accordance with Applicable Law.

The notice may be delayed where legally required by law enforcement or another Governmental Authority.

Notice should contain information reasonably available concerning:

(a) nature of the incident;

(b) affected systems or Data categories;

(c) known impact;

(d) containment actions;

(e) recommended Licensee actions; and

(f) further contact or update procedures.

15.12 Licensee Incident Notification

Licensee shall promptly notify Countertrade where Licensee becomes aware that:

(a) an Owner credential has been compromised;

(b) an administrator account has been compromised;

(c) unauthorized Trade Credit activity may have occurred;

(d) malicious software may have affected the Platform through Licensee-controlled equipment;

(e) unauthorized access to Member Data may have occurred; or

(f) another incident creates material risk to the shared Platform.

15.13 Data Breach Allocation

Responsibility for costs, claims, penalties, remediation, or liability arising from a Security Incident shall depend upon:

(a) each Party's acts or omissions;

(b) contractual responsibility;

(c) Applicable Law;

(d) causation;

(e) failure to follow applicable security obligations;

(f) third-party responsibility; and

(g) any applicable indemnification provisions.

No Party is automatically liable for every security incident merely because it participated in the Platform ecosystem.

15.14 Payment Data

Where payment-card or banking information is processed:

(a) sensitive payment information should be handled through appropriate providers and security controls;

(b) Licensee shall not unnecessarily store sensitive payment credentials outside approved systems;

(c) applicable payment-industry requirements remain applicable;

(d) provider tokenization or equivalent controls may be used; and

(e) neither Party shall circumvent provider security requirements.

15.15 Identity and Compliance Data

Identity-verification, sanctions, fraud-prevention, or compliance Data may be processed through third-party providers.

Such Data may be subject to:

(a) provider terms;

(b) privacy law;

(c) legal retention obligations;

(d) law-enforcement requirements;

(e) contractual restrictions; and

(f) security requirements.

15.16 Data Export

Subject to technical feasibility, Applicable Law, Member rights, security, and third-party restrictions, Licensee should be able to obtain a commercially reasonable export of material Licensee Data.

Export formats may include:

(a) CSV;

(b) spreadsheet;

(c) PDF;

(d) database export;

(e) structured archive;

(f) API export; or

(g) another commercially reasonable format.

Countertrade is not required to disclose proprietary source code merely to provide Data portability.

15.17 Data Upon Termination

Upon termination of Platform access, Countertrade shall provide Licensee a reasonable opportunity to obtain an export of Licensee Data where:

(a) legally permitted;

(b) technically feasible;

(c) Licensee has not already obtained the relevant Data;

(d) preservation would not expose another Person's protected Data; and

(e) no lawful preservation restriction applies.

The Platform Schedule may establish the technical export process.

15.18 Legally Required Retention

Countertrade may retain Data after termination to the extent reasonably necessary for:

(a) legal compliance;

(b) tax records;

(c) audit trails;

(d) fraud prevention;

(e) dispute resolution;

(f) enforcement of rights;

(g) security;

(h) transaction history;

(i) regulatory obligations; or

(j) backups maintained in the ordinary course.

Retained Data remains subject to applicable security and confidentiality obligations.

15.19 Deletion

Data that no longer has a legitimate contractual, operational, legal, security, or regulatory purpose should be deleted or anonymized in accordance with applicable retention policies and Applicable Law.

15.20 Aggregated and De-Identified Data

Countertrade may use aggregated or appropriately de-identified Data for:

(a) Platform analytics;

(b) capacity planning;

(c) fraud detection;

(d) benchmarking;

(e) system improvement;

(f) network analysis;

(g) security research; and

(h) lawful business intelligence,

provided that such Data is not used to identify Licensee or an individual where Applicable Law prohibits such identification.

15.21 Confidential Systems Information

Licensee shall treat non-public:

(a) system architecture;

(b) credentials;

(c) security configurations;

(d) vulnerability information;

(e) proprietary technical documentation;

(f) administrator procedures; and

(g) restricted APIs

as Confidential Information.

Countertrade shall likewise treat Licensee's non-public proprietary business configurations and information as Confidential Information.

15.22 Government and Legal Requests

If either Party receives a legally binding request for Data relating materially to the other Party, that Party shall, where legally permitted:

(a) notify the other Party;

(b) limit disclosure to what is legally required;

(c) preserve applicable privileges;

(d) seek appropriate confidentiality protections where reasonable; and

(e) maintain a record of the response.

15.23 Cross-Border Data Transfers

Where personal Data is transferred internationally, the Parties shall use transfer mechanisms required by Applicable Law.

The existence of a global Trade Exchange network does not itself create a lawful basis for unrestricted international transfer of protected personal information.

15.24 Privacy Policy

The public-facing Privacy Policy applicable to the website and Platform shall accurately describe material Data practices to the extent required by Applicable Law.

The Privacy Policy shall not knowingly state that:

(a) Data is never shared where operational providers actually receive it;

(b) Data is stored only in one jurisdiction where that is untrue;

(c) Data is never transferred internationally where international processing occurs;

(d) Data is never retained where legal retention occurs; or

(e) a particular privacy law applies globally where it does not.

15.25 Privacy Changes

Material changes to privacy practices shall be communicated where required by Applicable Law.

A revised Privacy Policy shall not retroactively authorize a materially incompatible use of previously collected Data where Applicable Law requires additional consent or another lawful basis.

16.1 Included Support

Countertrade shall provide the support expressly included in the Selected License Tier.

The Resource Schedule should identify whether included support encompasses:

(a) technical support;

(b) onboarding support;

(c) launch support;

(d) owner training;

(e) Platform training;

(f) Trade Credit training;

(g) Transaction training;

(h) marketing guidance;

(i) contract-resource guidance;

(j) business-development guidance;

(k) implementation assistance;

(l) provider integration assistance;

(m) operational documentation;

(n) continuing updates; and

(o) other support resources.

16.2 Support Is Distinct From Done-for-You Management

Support does not mean Countertrade assumes responsibility for operating Licensee's business.

Unless a Managed Operations Agreement applies, Countertrade is not obligated merely through ordinary support to:

(a) recruit all Members;

(b) employ Licensee's staff;

(c) execute Transactions on Licensee's behalf;

(d) run advertising campaigns at Countertrade's expense;

(e) make Licensee's business decisions;

(f) guarantee financial performance;

(g) conduct every compliance review;

(h) negotiate every Member contract; or

(i) perform all day-to-day management.

16.3 Technical Support

Technical support may include assistance concerning:

(a) login issues;

(b) access permissions;

(c) Platform navigation;

(d) configuration;

(e) suspected defects;

(f) user administration;

(g) reports;

(h) transaction records;

(i) Trade Credit functionality;

(j) integration issues;

(k) updates; and

(l) other technical matters within the supported Platform scope.

16.4 Business Support

Where business support is included, it may include:

(a) launch planning;

(b) operational guidance;

(c) use of provided business resources;

(d) Member recruitment strategies;

(e) sales processes;

(f) business-development methods;

(g) marketing resources;

(h) use of schedules and contracts;

(i) workflow guidance;

(j) Transaction-process guidance; and

(k) other included assistance.

Such guidance does not guarantee a particular financial result unless expressly governed by a Guarantee Addendum.

16.5 Training

Countertrade shall provide training materials or sessions included with the Selected License Tier.

Training may be delivered through:

(a) written manuals;

(b) recorded videos;

(c) live online sessions;

(d) webinars;

(e) demonstrations;

(f) presentations;

(g) guided Platform tours;

(h) templates;

(i) checklists;

(j) knowledge bases; and

(k) other formats.

16.6 Owner Responsibility to Participate

Where successful implementation reasonably depends upon Licensee participating in required training or providing information, Licensee shall cooperate reasonably.

Countertrade shall identify training that is:

(a) mandatory for Platform security;

(b) mandatory for compliance;

(c) necessary for a Guarantee Addendum; or

(d) merely optional.

A guarantee condition should not depend on an undisclosed training requirement.

16.7 Updates to Training

Countertrade may update training as the Platform, Applicable Law, or operating practices evolve.

Updated training does not automatically amend a material commercial term of this Agreement.

16.8 Continuing Technical Maintenance

Where ongoing Platform maintenance is included, Countertrade shall continue maintaining the core Platform according to the applicable Platform Schedule.

Maintenance may include:

(a) security patches;

(b) bug fixes;

(c) compatibility updates;

(d) infrastructure maintenance;

(e) routine database maintenance;

(f) monitoring;

(g) technical documentation updates; and

(h) other maintenance appropriate to the Platform.

16.9 Optional Paid Services

Countertrade may offer optional paid services in addition to the Selected License Tier.

Licensee is not obligated to purchase an optional service merely because it becomes available.

Optional services may include:

(a) additional advertising;

(b) Done-for-You Management;

(c) additional Territories;

(d) custom software development;

(e) additional integrations;

(f) advanced consulting;

(g) specialized training;

(h) premium support;

(i) additional websites;

(j) special transaction services; and

(k) other services.

The terms and price of optional services shall be separately agreed.

16.10 No Retaliation for Declining Optional Services

Countertrade shall not withdraw a material paid-up contractual right solely because Licensee declines to purchase an optional service.

This does not require Countertrade to provide an optional service without payment.

16.11 Regulatory and Legal Support Materials

Countertrade may provide general compliance frameworks, templates, checklists, or resource materials.

Unless expressly retained as Licensee's legal adviser through qualified counsel, Countertrade does not assume responsibility for:

(a) obtaining local legal advice for Licensee;

(b) filing every local registration;

(c) determining every tax consequence;

(d) obtaining every regulatory license;

(e) ensuring Licensee's employment compliance;

(f) preparing jurisdiction-specific legal opinions; or

(g) acting as Licensee's lawyer.

16.12 Provider Support

Where Countertrade assists with third-party providers, assistance may include:

(a) introduction;

(b) application guidance;

(c) technical integration;

(d) document coordination;

(e) troubleshooting;

(f) account setup assistance;

(g) escalation assistance; and

(h) communication support.

Final provider decisions remain with the provider unless Countertrade expressly assumes responsibility for a specific outcome.

16.13 Support Communications

Countertrade may provide support through:

(a) email;

(b) support portal;

(c) ticketing system;

(d) in-Platform messaging;

(e) chat;

(f) scheduled online sessions;

(g) knowledge base;

(h) other written electronic channels; or

(i) another expressly supported method.

The absence of telephone support does not constitute failure to provide support where the agreed support model is electronic.

16.14 Material Support Requests

Licensee should provide reasonable information concerning a support request, including where applicable:

(a) affected Account;

(b) relevant Transaction;

(c) description of issue;

(d) screenshots;

(e) timestamps;

(f) error messages;

(g) steps producing the issue; and

(h) other relevant details.

Countertrade shall not reject a legitimate support request solely because Licensee lacks technical expertise to provide advanced diagnostic information.

16.15 Escalation

Countertrade should maintain an internal escalation process for material support matters involving:

(a) inability to access the Platform;

(b) material Trade Credit accounting discrepancies;

(c) material Transaction failures;

(d) suspected security incidents;

(e) material Data loss;

(f) provider failures affecting core functionality;

(g) significant launch problems; or

(h) other matters materially affecting Trade Exchange operation.

16.16 No Arbitrary Closure of Material Issues

A material support issue should not be designated resolved merely because:

(a) a ticket has been open for a particular period;

(b) an automated response was sent;

(c) a superficial workaround was offered; or

(d) the issue was transferred internally.

Resolution should correspond reasonably to the substantive issue raised.

16.17 Support Records

Countertrade may maintain records of material support requests for:

(a) troubleshooting;

(b) quality assurance;

(c) security;

(d) training;

(e) audit;

(f) dispute resolution;

(g) Platform improvement; and

(h) legal compliance.

Such records remain subject to applicable privacy and confidentiality requirements.

16.18 Continuing Support After Refund

Where a Guarantee Addendum expressly states that Licensee receives continuing support after a qualifying refund, the Guarantee Addendum shall specify:

(a) duration;

(b) support scope;

(c) communication method;

(d) technical support included;

(e) business support included;

(f) exclusions;

(g) third-party costs;

(h) Platform maintenance rights; and

(i) termination conditions.

Countertrade shall not advertise “continued support” without defining the substance of that commitment in the final Guarantee Addendum.

17.1 Financial Performance Representations Require Separate Treatment

The Parties acknowledge that Website Materials may contain Financial Performance Representations concerning:

(a) projected monthly income;

(b) projected annual income;

(c) Transaction Fee revenue;

(d) Trade Credit issuance-related revenue;

(e) transaction volume;

(f) licensing revenue;

(g) passive income;

(h) acquisition-related financial outcomes;

(i) guaranteed generated income;

(j) financial illustrations;

(k) hypothetical transaction examples; and

(l) other economic outcomes.

Such representations must be evaluated and documented in accordance with Applicable Law.

17.2 No Conversion of Projection Into Guarantee by Implication

Except where an executed Guarantee Addendum expressly states otherwise, a projection, example, estimate, target, illustration, or modeled result is not a contractual guarantee.

The distinction between:

Projected Income

and

Guaranteed Performance

shall be maintained throughout the contractual package.

17.3 Express Guarantee Controls

If a Financial Performance Representation is expressly incorporated into a Guarantee Addendum as a guaranteed result, the Guarantee Addendum shall govern:

(a) guaranteed amount;

(b) measurement period;

(c) calculation method;

(d) qualifying revenue;

(e) deductions;

(f) required Licensee actions;

(g) Countertrade obligations;

(h) evidence;

(i) cure rights;

(j) refund rights;

(k) retained assets and rights; and

(l) any other material conditions.

17.4 Substantiation

Countertrade shall maintain whatever substantiation Applicable Law requires for Financial Performance Representations made in connection with the sale of the Trade Exchange Business.

Where a claim cannot lawfully be made without substantiation that is not available, Countertrade should not rely solely on a generalized earnings disclaimer to preserve the claim.

17.5 Mathematical Illustrations

A mathematical illustration demonstrating how a stated fee percentage applies to a hypothetical transaction amount does not constitute proof that Licensee will achieve the illustrated transaction volume.

For example, an illustration showing that:

5% of $100,000,000 equals $5,000,000

is mathematically accurate but does not establish that Licensee will process $100,000,000 of qualifying Transactions.

17.6 Assumptions

Where a projection materially depends upon assumptions, the applicable Financial Performance Disclosure should identify material assumptions, which may include:

(a) Transaction volume;

(b) number of Members;

(c) Member activity;

(d) average Transaction size;

(e) fee percentages;

(f) Licensee's revenue share;

(g) advertising expenditure;

(h) operating costs;

(i) timing;

(j) collection rate;

(k) provider availability;

(l) market conditions;

(m) Member performance;

(n) Territory size; and

(o) other material variables.

17.7 Gross Revenue Versus Profit

Financial Performance Representations shall distinguish between:

(a) Transaction volume;

(b) gross fees;

(c) Licensee revenue;

(d) cash collected;

(e) Trade Credit;

(f) gross income;

(g) operating expenses;

(h) net income;

(i) profit; and

(j) return on investment,

where failure to distinguish those concepts could materially mislead an Applicant.

17.8 Transaction Volume Is Not Revenue

The total value of Transactions processed by a Trade Exchange is not itself Licensee's revenue.

Where Website Materials reference Transaction volume, the applicable disclosure should distinguish it from the fee revenue generated from such volume.

17.9 Trade Credit Capacity Is Not Income

Trade Credit Capacity is not Licensee income, cash, profit, or revenue merely because the Platform permits issuance up to the stated amount.

Any revenue that may arise from Trade Credit activity depends upon the actual applicable fee structure, Transactions, Members, contractual obligations, collection, and Applicable Law.

17.10 Historical Results

If Countertrade presents historical results of an existing Trade Exchange, operator, Member, transaction, or business:

(a) the source should be identifiable;

(b) the period should be identified;

(c) the result should not be presented as typical unless that characterization is supported;

(d) material differences should not be concealed; and

(e) legally required substantiation or disclosures should be maintained.

17.11 Testimonials

A testimonial concerning financial performance shall not be used to imply that the result is typical or guaranteed where that implication would be misleading.

Any disclosure required by Applicable Law concerning atypical results, material connections, compensation, or substantiation shall be provided.

17.12 Revenue Projections by License Tier

Where each Selected License Tier is associated with projected monthly or annual income, the Financial Performance Disclosure should identify:

(a) each projection;

(b) the tier to which it relates;

(c) basis of calculation;

(d) material assumptions;

(e) whether the figure represents gross revenue, Owner income, or another metric;

(f) whether expenses have been deducted;

(g) relevant time horizon; and

(h) required legal disclosures.

17.13 No Earnings Warranty Outside Express Guarantee

Countertrade does not warrant that Licensee will achieve a particular financial result merely because:

(a) the Platform has a specified Trade Credit Capacity;

(b) the Territory has a particular population;

(c) the License Fee has been paid;

(d) another Trade Exchange achieved a result;

(e) a mathematical model produces a result;

(f) a sales presentation contains a projection; or

(g) Licensee receives Business Resources.

Any guaranteed result must be expressly identified in the applicable Guarantee Addendum.

17.14 Licensee Performance Variables

Actual results may be affected by factors including:

(a) Member recruitment;

(b) Member quality;

(c) Transaction execution;

(d) local market conditions;

(e) industry conditions;

(f) Licensee management;

(g) sales activity;

(h) advertising;

(i) Member performance;

(j) pricing;

(k) competition;

(l) economic conditions;

(m) regulation;

(n) provider availability;

(o) business expenses;

(p) disputes;

(q) seasonality;

(r) exchange liquidity; and

(s) other variables.

This provision shall not be used to nullify an express contractual guarantee.

17.15 Required Pre-Sale Earnings Disclosures

Where Applicable Law requires a prescribed Financial Performance Representation or earnings-claim disclosure before sale:

(a) Countertrade shall provide the required disclosure;

(b) the disclosure shall be provided within the required timing;

(c) supporting information shall be retained as legally required;

(d) Licensee's acknowledgment shall not waive substantive accuracy requirements;

(e) material changes shall be addressed as required by law; and

(f) the Agreement shall not be used to circumvent the prescribed disclosure format.

17.16 Licensee Acknowledgment

Licensee may be required to acknowledge receipt of applicable Financial Performance Disclosures.

Such acknowledgment establishes receipt only and does not:

(a) establish that a false statement becomes true;

(b) waive fraud;

(c) waive statutory rights;

(d) waive mandatory disclosure obligations; or

(e) convert a projection into a guarantee or vice versa.

17.17 No Contradictory Disclaimer

A disclaimer shall not be drafted so broadly that it directly contradicts an express guarantee contained in the Guarantee Addendum.

For example, if Countertrade contractually guarantees a specified result under stated conditions, the Agreement shall not simultaneously state that Countertrade guarantees no result of any kind.

Instead:

(a) non-guaranteed projections remain non-guaranteed; and

(b) express guarantees remain enforceable according to their specific terms.

18.1 Guarantee Applies Only Where Expressly Included

A launch, performance, revenue, refund, or other guarantee applies only where:

(a) the License Schedule identifies the Guarantee Addendum as applicable; and

(b) the applicable Guarantee Addendum has been properly provided and accepted.

18.2 Guarantee Addendum Controls

The Guarantee Addendum shall be the definitive agreement governing any represented:

(a) 90-day guarantee;

(b) launch guarantee;

(c) generated-income guarantee;

(d) performance milestone;

(e) refund commitment;

(f) “every cent back” commitment;

(g) “keep the exchange” commitment;

(h) continued-support commitment;

(i) retained Territory commitment; or

(j) other specific guaranteed outcome.

18.3 No Reduction Through General Disclaimer

A specific guarantee shall not be reduced or eliminated through:

(a) a generalized risk disclaimer;

(b) a generalized earnings disclaimer;

(c) a generic no-warranty clause;

(d) a general limitation-of-liability clause; or

(e) an Operating Policy,

except to the extent the Guarantee Addendum expressly and lawfully incorporates the applicable provision.

18.4 Guarantee Commencement

The Guarantee Addendum shall objectively identify when the guarantee period begins.

Potential reference points may include:

(a) Effective Date;

(b) payment date;

(c) completion of setup;

(d) Launch Date;

(e) commencement of an approved advertising campaign;

(f) completion of required owner onboarding; or

(g) another objectively verifiable milestone.

The final Guarantee Addendum shall select the applicable trigger and shall not leave multiple competing commencement dates unresolved.

18.5 Ninety-Day Measurement

Where the applicable guarantee is described as a 90-Day Launch Guarantee, the Guarantee Addendum shall define:

(a) whether “90 days” means calendar days;

(b) commencement date;

(c) end date;

(d) treatment of legally required delays;

(e) treatment of Licensee-caused material delays;

(f) treatment of Countertrade-caused delays;

(g) treatment of provider delays; and

(h) treatment of force majeure.

18.6 Guaranteed Income or Revenue

Where a specific amount of generated income or revenue is guaranteed, the Guarantee Addendum shall define:

(a) exact guaranteed amount;

(b) whether the amount is gross or net;

(c) whether it includes Trade Credit or cash only;

(d) whether it includes Transaction Fees;

(e) whether it includes license-related revenue;

(f) whether it includes management-generated revenue;

(g) what period applies;

(h) what counts as generated;

(i) what counts as collected;

(j) what deductions apply; and

(k) how performance is verified.

18.7 No Substitution of Transaction Volume for Guaranteed Income

If the guarantee refers to generated income, Countertrade shall not satisfy the guarantee solely by demonstrating Transaction volume unless the Guarantee Addendum expressly defines the guaranteed metric as Transaction volume.

Likewise, Trade Credit issuance alone does not constitute generated income unless the applicable guarantee expressly defines the metric that way and such definition is lawful and non-misleading.

18.8 Licensee Conditions

Any Licensee action required to qualify for the guarantee must be clearly stated before Licensee becomes bound.

Conditions may include, only where actually applicable:

(a) providing required information;

(b) completing required training;

(c) maintaining the agreed advertising budget;

(d) responding to material approval requests;

(e) avoiding unauthorized interference with management;

(f) maintaining lawful operations;

(g) providing required access;

(h) maintaining required business accounts; or

(i) other objectively necessary cooperation.

No material guarantee condition may be created after purchase through an unpublished policy.

18.9 Countertrade Conditions and Obligations

The Guarantee Addendum shall also identify Countertrade's corresponding obligations, including where applicable:

(a) setup;

(b) Platform delivery;

(c) campaign preparation;

(d) Member recruitment;

(e) Transaction facilitation;

(f) contract preparation;

(g) launch execution;

(h) business-development activity;

(i) reporting;

(j) management services; and

(k) support.

The guarantee shall not be structured as though only Licensee has obligations.

18.10 Measurement Records

Where performance determines entitlement to a refund, relevant records shall be maintained in a manner capable of objective verification.

Records may include:

(a) Platform reports;

(b) Transaction records;

(c) revenue records;

(d) invoices;

(e) advertising records;

(f) Member contracts;

(g) payment records;

(h) Trade Credit records;

(i) campaign records; and

(j) other relevant evidence.

18.11 Refund Trigger

The Guarantee Addendum shall expressly define the event that gives rise to a refund.

The trigger should not depend upon Countertrade's unilateral and unreviewable determination that performance was satisfactory.

18.12 Full Refund

Where Website Materials promise a “full refund,” “every cent back,” or substantially equivalent remedy, the final Guarantee Addendum shall identify exactly which amounts are refundable.

The final agreement must resolve whether the refund includes:

(a) License Fee;

(b) setup fees;

(c) management setup fees;

(d) monthly management fees;

(e) advertising expenditures;

(f) third-party provider fees;

(g) taxes;

(h) bank or card fees;

(i) optional services; and

(j) other payments.

No execution version shall leave alternative refund scopes unresolved.

18.13 Refund Timing

Where Website Materials promise refund payment within a specified time, including a representation such as 48 hours, the Guarantee Addendum shall define:

(a) when the refund obligation becomes final;

(b) what event starts the 48-hour or other period;

(c) whether the period uses clock hours or business hours;

(d) required payment destination information;

(e) treatment of payment-provider delays;

(f) documentary confirmation; and

(g) any Applicable Law affecting processing.

Countertrade shall not advertise a specific refund-payment period and then omit it from the operative guarantee without expressly reconciling the discrepancy.

18.14 Retention of Trade Exchange After Refund

Where the guarantee states that Licensee keeps the Trade Exchange after receiving a qualifying refund, Licensee shall retain the rights expressly identified in the Guarantee Addendum.

Those rights may include, where promised:

(a) ownership of the Trade Exchange Business;

(b) Licensee Assets;

(c) the Trade Exchange brand;

(d) transferred domains;

(e) applicable Platform rights;

(f) training materials;

(g) operating materials;

(h) Member relationships;

(i) Territory rights; and

(j) other specified assets.

The Guarantee Addendum must identify any material continuing restrictions.

18.15 Platform Rights After Refund

Where Licensee is promised that it keeps the Platform, the contractual package shall define the operational substance of that promise.

The definition must address:

(a) continuing Platform access;

(b) hosting;

(c) software updates;

(d) security updates;

(e) administrator rights;

(f) Member access;

(g) Trade Credit functionality;

(h) Transaction functionality;

(i) technical support;

(j) third-party services;

(k) future provider costs; and

(l) duration.

18.16 Brand Rights After Refund

Where Licensee is promised that it keeps the brand, the Guarantee Addendum shall distinguish between:

(a) Licensee-owned local Brand Assets;

(b) transferred Brand Assets;

(c) Countertrade marks licensed temporarily;

(d) payment-network marks;

(e) Regulated Service Provider marks; and

(f) third-party marks.

Licensee cannot be promised ownership of a third party's trademark unless a lawful transfer actually occurs.

18.17 Materials After Refund

Where Licensee is promised that it keeps the materials, Licensee shall retain the materials or continuing usage rights expressly identified in the applicable schedules.

Restrictions protecting Countertrade Confidential Information and Intellectual Property may continue.

18.18 Territory After Refund

Where Licensee is promised that it retains its exclusive Territory after a qualifying refund, that right shall continue according to the Territory & Exclusivity Addendum.

Countertrade shall not resell the Territory merely because Licensee successfully exercised the refund guarantee if the guarantee expressly states that territorial rights survive.

18.19 Continuing Support After Refund

Where continuing support is promised after refund, the Guarantee Addendum shall define the support rather than relying solely on the phrase “continued support.”

18.20 No Punitive Retaliation

Countertrade shall not:

(a) intentionally disable retained Platform rights;

(b) confiscate Licensee Data;

(c) cancel surviving territorial rights;

(d) seize Licensee-owned Brand Assets;

(e) block lawful Data export; or

(f) otherwise defeat retained rights

solely because Licensee properly invoked an express Guarantee Addendum.

18.21 Fraudulent Guarantee Claim

Nothing requires Countertrade to honor a guarantee claim obtained through:

(a) fabricated records;

(b) fictitious Transactions;

(c) deliberate sabotage;

(d) material intentional misrepresentation;

(e) manipulation of performance records;

(f) unauthorized interference designed solely to trigger failure; or

(g) other fraud.

Countertrade bears the burden of supporting a fraud allegation with reasonable evidence rather than merely asserting it to avoid a valid claim.

18.22 Material Licensee Prevention

If Licensee materially prevents Countertrade from performing an express guarantee obligation, the Guarantee Addendum may address the effect of that prevention.

Any such provision shall:

(a) identify the required cooperation;

(b) require a material causal connection;

(c) prevent trivial omissions from defeating the guarantee;

(d) provide notice where cure is reasonably possible; and

(e) avoid discretionary forfeiture unrelated to actual performance.

18.23 Countertrade-Caused Delay

A delay caused materially by Countertrade shall not be used to deprive Licensee of a guarantee right.

Where appropriate, the Guarantee Addendum may:

(a) extend the measurement period;

(b) preserve Licensee's refund right;

(c) provide another agreed remedy; or

(d) apply the specific promised guarantee outcome.

18.24 Third-Party Delay

The Guarantee Addendum shall distinguish between:

(a) matters entirely within Countertrade's control;

(b) matters within Licensee's control;

(c) matters dependent upon third-party approval; and

(d) force majeure.

A third-party dependency should not be used as an undisclosed blanket exclusion from a guarantee whose advertised result necessarily depends upon that third party.

18.25 Guarantee Claims Procedure

The final Guarantee Addendum shall provide a clear procedure for invoking the guarantee.

The procedure should identify:

(a) notice method;

(b) required information;

(c) review process;

(d) decision period;

(e) dispute process;

(f) payment process; and

(g) recordkeeping.

The procedure shall not be designed primarily to frustrate legitimate claims through unnecessary formalities.

18.26 Mandatory Legal Rights

Nothing in the Guarantee Addendum eliminates any separate refund, rescission, cancellation, restitution, fraud, misrepresentation, statutory, or regulatory remedy that Applicable Law makes non-waivable.

19.1 Optional Managed Operating Model

Licensee may elect to have Countertrade provide Done-for-You Management for the Trade Exchange Business only where:

(a) the service is offered for the Selected License Tier;

(b) Licensee affirmatively elects the service;

(c) the applicable commercial terms are disclosed;

(d) the Parties execute or otherwise validly accept a Managed Operations Agreement; and

(e) any conditions precedent identified in that agreement are satisfied.

Done-for-You Management is an optional operating arrangement and is not automatically created by this Master Agreement.

19.2 Separate Managed Operations Agreement Required

The Done-for-You Trade Exchange Management & Revenue Share Agreement shall govern all material rights and obligations relating specifically to Done-for-You Management.

That agreement shall address, where applicable:

(a) management commencement;

(b) management term;

(c) management scope;

(d) authority delegated to Countertrade;

(e) Owner Reserved Matters;

(f) Member recruitment;

(g) Member onboarding;

(h) advertising and lead generation;

(i) contract preparation;

(j) Transaction facilitation;

(k) operating administration;

(l) staffing;

(m) technology administration;

(n) reporting;

(o) accounting;

(p) management fees;

(q) setup fees;

(r) advertising expenditure;

(s) revenue sharing;

(t) payment and settlement;

(u) audit and inspection rights;

(v) performance standards;

(w) termination;

(x) transition;

(y) continuing rights in revenue generated from managed activities;

(z) post-management treatment of Members and contracts; and

(aa) other material management matters.

19.3 No Implied Transfer of Ownership

Licensee's election of Done-for-You Management does not transfer ownership of the Trade Exchange Business to Countertrade.

Unless expressly agreed otherwise:

(a) Licensee remains the Owner;

(b) Countertrade acts as the contracted manager or service provider within the scope of delegated authority;

(c) Licensee retains the economic interest allocated to Licensee under the applicable revenue arrangement;

(d) Licensee retains Owner Reserved Matters;

(e) Licensee Assets remain Licensee Assets; and

(f) Countertrade's operational control is limited to the authority granted under the Managed Operations Agreement.

19.4 Five-Year Management Representation

Where the applicable V181.86 offering represents the Done-for-You arrangement as having a five-year initial management term, that term shall be stated expressly in the Managed Operations Agreement.

The final Managed Operations Agreement shall define:

(a) the commencement date;

(b) the expiration date or method of calculation;

(c) renewal, if any;

(d) early termination rights;

(e) termination for breach;

(f) consequences of early termination;

(g) continuing revenue rights, if any; and

(h) transition obligations.

No shorter ordinary termination period shall silently override an advertised five-year initial management commitment.

19.5 Owner Reserved Matters

Even during Done-for-You Management, material decisions designated as Owner Reserved Matters shall require Licensee's approval.

Owner Reserved Matters should include, where appropriate:

(a) sale of the Trade Exchange Business;

(b) transfer of ownership;

(c) material financing secured by Licensee Assets;

(d) acquisition of another business;

(e) material change of brand;

(f) material change of Territory;

(g) material change of the Trade Exchange Business model;

(h) entry into an extraordinary transaction outside the approved operating plan;

(i) voluntary dissolution;

(j) material capital expenditure funded directly by Licensee outside an approved budget;

(k) material litigation settlement imposing an obligation directly upon Licensee;

(l) appointment of an equity partner;

(m) transfer of Licensee-owned intellectual property; and

(n) other matters expressly identified in the Managed Operations Agreement.

19.6 Day-to-Day Management Authority

Within the authority delegated under the Managed Operations Agreement, Countertrade may make ordinary-course operating decisions necessary to perform the agreed management services.

Such decisions may include, where authorized:

(a) implementing approved marketing campaigns;

(b) responding to leads;

(c) communicating with prospective Members;

(d) coordinating onboarding;

(e) administering routine Platform workflows;

(f) coordinating buying and selling schedules;

(g) facilitating Transactions;

(h) preparing routine documentation from approved forms;

(i) administering routine Member communications;

(j) monitoring operational reports;

(k) coordinating staff or contractors;

(l) implementing approved business-development processes; and

(m) performing other agreed ordinary-course functions.

19.7 No Authority Beyond Delegation

Countertrade shall not rely on a general grant of management authority to:

(a) sell Licensee's Trade Exchange Business;

(b) transfer Licensee-owned assets;

(c) incur extraordinary debt in Licensee's name;

(d) pledge Licensee Assets;

(e) admit an equity owner;

(f) make a political contribution in Licensee's name;

(g) waive a material legal claim belonging to Licensee;

(h) enter a material extraordinary contract outside approved authority;

(i) materially change the Territory;

(j) surrender a permanent contractual right; or

(k) perform another Owner Reserved Matter

without Licensee's required approval.

19.8 Management Fee

Any management fee payable by Licensee shall be expressly stated in the Managed Operations Agreement.

The documentation shall distinguish among:

(a) initial management setup fee;

(b) recurring management fee;

(c) advertising budget;

(d) revenue share;

(e) third-party costs;

(f) Transaction-related charges; and

(g) other costs.

A fee shall not be charged merely because it appeared in a superseded marketing version if it is not part of the accepted transaction.

19.9 Revenue-Sharing Election

Where the offering permits Licensee to select between alternative revenue-sharing structures, including arrangements described as:

Shared Growth — 50/50

or

Owner Majority — 70/30,

the selected model must be expressly recorded in the Managed Operations Agreement or applicable Schedule.

The agreement shall specify:

(a) which Party receives each percentage;

(b) the revenue base to which the percentage applies;

(c) whether the split applies to gross or net revenue;

(d) which costs, if any, are deducted before calculation;

(e) which revenue categories are included;

(f) which revenue categories are excluded;

(g) treatment of Taxes;

(h) treatment of refunds;

(i) treatment of chargebacks;

(j) treatment of Transaction reversals;

(k) payment timing;

(l) reporting;

(m) audit rights; and

(n) post-termination treatment.

19.10 No Ambiguous Revenue Base

Terms such as:

“revenue,” “income,” “profit,” “gross revenue,” “net revenue,” “generated revenue,” “collected revenue,” and “Owner share”

shall not be used interchangeably where the difference affects the Parties' economic rights.

The Managed Operations Agreement shall define the applicable revenue base objectively.

19.11 Countertrade-Originated Revenue

Where the V181.86 business model contemplates continuing Countertrade participation in revenue arising from Members, contracts, Transactions, or commercial arrangements originated by Countertrade during the management period, the Managed Operations Agreement shall define:

(a) which relationships qualify as Countertrade-originated;

(b) what evidence establishes origination;

(c) which revenue stream remains subject to sharing;

(d) the applicable percentage;

(e) the duration of the continuing right;

(f) treatment of renewals;

(g) treatment of replacement contracts;

(h) treatment of upsells or unrelated future business;

(i) treatment after transfer of the Trade Exchange Business; and

(j) reporting and audit rights.

No perpetual economic right shall arise merely from an undefined assertion that Countertrade “introduced” a Member.

19.12 Owner-Originated Revenue

Where Licensee independently originates a Member, Transaction, contract, or other revenue source, the Managed Operations Agreement shall specify whether and to what extent that revenue is subject to the selected management revenue share.

This treatment shall not be inferred after the revenue has been generated.

19.13 Advertising Expenditure

Where the Done-for-You program requires Licensee to provide an advertising budget:

(a) the amount or formula shall be disclosed;

(b) the purpose shall be described;

(c) the recipient or spending method shall be identified;

(d) accounting records shall be maintained;

(e) Countertrade shall not knowingly use the budget for unrelated businesses;

(f) any management markup shall be disclosed where applicable;

(g) unused funds shall be treated according to the agreement; and

(h) guarantee consequences shall be clearly stated.

19.14 Advertising Accounts and Data

The Managed Operations Agreement shall specify, where material:

(a) who owns advertising accounts;

(b) who owns campaign Data;

(c) who controls pixels and tracking assets;

(d) who owns creative materials;

(e) who receives leads;

(f) who retains historical campaign Data after termination; and

(g) whether campaign assets may continue to be used.

19.15 Member Relationships During Managed Operations

Unless expressly stated otherwise, Members recruited into Licensee's Trade Exchange Business during Done-for-You Management become Members of Licensee's Trade Exchange Business rather than customers owned outright by Countertrade.

Countertrade may retain economic rights expressly created by the Managed Operations Agreement, but those economic rights shall not automatically convert Member relationships into Countertrade-owned assets.

19.16 Management Records

Countertrade shall maintain records reasonably sufficient to account for material management activity, including as applicable:

(a) leads;

(b) Member recruitment;

(c) onboarding;

(d) executed contracts;

(e) Transactions;

(f) revenue;

(g) fees;

(h) advertising expenditure;

(i) revenue-sharing calculations;

(j) refunds;

(k) material operating expenses; and

(l) other records relevant to financial reconciliation.

19.17 Reporting to Owner

The Managed Operations Agreement shall provide Licensee with meaningful periodic reporting concerning the managed business.

Reporting should include, where applicable:

(a) active Members;

(b) new Members;

(c) Transaction pipeline;

(d) completed Transactions;

(e) Transaction volume;

(f) gross fees;

(g) cash revenue;

(h) Trade Credit activity;

(i) management fees;

(j) revenue-share calculations;

(k) advertising expenditure;

(l) material operational issues; and

(m) other agreed KPIs.

19.18 Audit Rights

Where revenue is shared, each Party shall have commercially reasonable rights to verify calculations materially affecting that Party's economic entitlement.

The Managed Operations Agreement shall establish:

(a) records subject to review;

(b) confidentiality protections;

(c) frequency;

(d) notice;

(e) correction of errors;

(f) treatment of material discrepancies; and

(g) responsibility for reasonable audit costs.

No arbitrary discrepancy percentage shall be imposed unless expressly agreed.

19.19 No Guarantee Merely From Management

Countertrade's agreement to manage the Trade Exchange Business does not itself guarantee a specific financial result.

Any guaranteed result must arise from an express Guarantee Addendum or an express guarantee provision within the Managed Operations Agreement.

19.20 Management Termination Does Not Terminate Ownership

Termination or expiration of Done-for-You Management does not, by itself:

(a) terminate Licensee's ownership of the Trade Exchange Business;

(b) cancel Licensee's valid Platform rights;

(c) extinguish Licensee's Territory;

(d) transfer Licensee Data to Countertrade;

(e) transfer Licensee-owned Brand Assets to Countertrade; or

(f) terminate other rights that independently survive under this Master Agreement.

19.21 Transition After Management

Upon termination or expiration of Done-for-You Management, Countertrade shall reasonably cooperate in transitioning operational control to Licensee or Licensee's approved successor.

The transition should address:

(a) administrative access;

(b) records;

(c) active Member matters;

(d) pending Transactions;

(e) advertising campaigns;

(f) service-provider relationships;

(g) contracts;

(h) revenue reconciliation;

(i) staff or contractor responsibilities where relevant;

(j) open support matters; and

(k) other material operational items.

19.22 No Operational Hostage Rights

Countertrade shall not intentionally withhold Licensee's essential business records, valid administrative rights, or Licensee Data merely to force Licensee to continue an expired or lawfully terminated management arrangement.

This Section does not prevent Countertrade from enforcing legitimate contractual payment rights through lawful remedies.

20.1 Compliance Allocation Principle

Each Party shall comply with Applicable Law governing activities for which that Party is legally responsible.

The Parties shall not assume that all compliance responsibility belongs exclusively to the other Party merely because:

(a) Countertrade supplies the Platform;

(b) Licensee owns the Trade Exchange Business;

(c) a third party processes payments;

(d) Countertrade provides management;

(e) a Member initiates a Transaction; or

(f) activity occurs electronically.

Responsibility shall be determined by Applicable Law, actual conduct, contractual allocation, control, and the facts of the activity.

20.2 Pre-Sale Regulatory Classification

Before accepting a binding payment or contractual commitment where Applicable Law requires prior classification or disclosure, Countertrade shall evaluate the legal framework applicable to the offer and sale of the Trade Exchange Business in the relevant jurisdiction.

Potential classifications may include:

(a) commercial license;

(b) business opportunity;

(c) franchise;

(d) distributorship;

(e) dealership;

(f) managed business;

(g) software license;

(h) service arrangement;

(i) another regulated commercial offering; or

(j) a combination of legal relationships.

The commercial label selected by the Parties does not override a mandatory statutory classification.

20.3 Franchise-Law Overlay

If the relationship constitutes a franchise under Applicable Law:

(a) Countertrade shall provide disclosures required by that law;

(b) applicable pre-sale delivery periods shall be observed;

(c) registration or filing requirements shall be satisfied where applicable;

(d) required financial-performance treatment shall be observed;

(e) prohibited waivers shall not be enforced;

(f) required contractual notices or riders shall be included;

(g) applicable relationship laws shall be observed; and

(h) this Agreement shall be interpreted subject to those mandatory requirements.

20.4 Business-Opportunity-Law Overlay

If the offering constitutes a regulated business opportunity under Applicable Law:

(a) required disclosure documents shall be provided;

(b) required waiting periods shall be observed;

(c) earnings claims shall be treated according to applicable rules;

(d) required purchaser references, litigation information, refund disclosures, seller information, or other prescribed information shall be provided where applicable;

(e) receipts or acknowledgments shall be retained where required;

(f) prohibited misrepresentations shall not be made; and

(g) contractual provisions shall yield to non-waivable purchaser protections.

20.5 No Contractual Circumvention

Neither Party shall interpret:

(a) the word “License”;

(b) the ownership structure;

(c) the use of independent-contractor language;

(d) a choice-of-law clause;

(e) a waiver;

(f) an integration clause;

(g) an electronic acknowledgment; or

(h) another contractual device

as eliminating a regulatory regime that legally applies to the actual transaction.

20.6 Required Jurisdictional Riders

Where a state, province, country, or other jurisdiction requires a specific contractual amendment or rider, the applicable rider may modify this Agreement for purchasers protected by that law.

The existence of a jurisdictional rider does not modify the Agreement for unrelated jurisdictions unless the rider expressly provides otherwise.

20.7 Regulatory Cooperation

Each Party shall reasonably cooperate with lawful requests necessary to establish compliance, including requests for:

(a) entity documents;

(b) identity information;

(c) ownership information;

(d) licensing information;

(e) Transaction information;

(f) tax documentation;

(g) sanctions information;

(h) provider onboarding;

(i) regulatory filings; and

(j) other reasonably necessary compliance materials.

No Party is required by this Section to waive legal privilege or disclose information prohibited from disclosure by law.

20.8 Trade Credit Regulatory Characterization

The Parties intend Trade Credit to function as a contractual commercial exchange unit within the applicable Trade Exchange structure.

Nevertheless, if particular Trade Credit activity is legally characterized in a jurisdiction as:

(a) credit;

(b) lending;

(c) stored value;

(d) payment activity;

(e) money transmission;

(f) virtual or digital asset activity;

(g) a security;

(h) a deposit;

(i) electronic money; or

(j) another regulated activity,

the Parties shall comply with the resulting mandatory requirements to the extent applicable.

The Parties shall not attempt to avoid a regulatory classification merely by describing the relevant value as Trade Credit.

20.9 Money Transmission and Similar Regulated Activity

Neither Countertrade nor Licensee shall engage in money transmission, payment services, deposit-taking, regulated conversion, or another financial activity requiring authorization unless:

(a) the activity does not legally require such authorization;

(b) the relevant Person possesses the required authorization; or

(c) the activity is lawfully provided through an appropriately authorized Regulated Service Provider.

20.10 Cash Conversion

Any process that converts qualifying Trade Credit or Transaction value into cash shall be structured and operated in accordance with Applicable Law.

Before implementing a cash-conversion function, the responsible Parties shall determine, where relevant:

(a) who receives value;

(b) who transmits value;

(c) who provides cash;

(d) whether a regulated intermediary is involved;

(e) whether the activity requires licensing or registration;

(f) applicable identity requirements;

(g) financial-crime controls;

(h) recordkeeping;

(i) reporting;

(j) provider requirements; and

(k) tax consequences.

20.11 Card and Payment Programs

No Party shall represent that Licensee itself directly issues a card bearing a major payment-network brand unless Licensee is legally and contractually authorized to do so.

Where cards are issued through an authorized provider:

(a) the issuer shall be accurately identified where legally required;

(b) applicable provider terms shall govern;

(c) Member eligibility requirements shall be observed;

(d) applicable financial-crime controls shall be maintained;

(e) payment-network rules shall be observed; and

(f) suspension or termination rights of the provider remain effective according to their lawful terms.

20.12 Sanctions Compliance

Where sanctions laws apply to a Party or Transaction, that Party shall maintain controls reasonably appropriate to the nature, geography, customers, products, counterparties, and risk profile of its activities.

Such controls may include, where appropriate:

(a) sanctions screening;

(b) country restrictions;

(c) beneficial-ownership review;

(d) escalation of potential matches;

(e) Transaction screening;

(f) blocking or rejecting activity where legally required;

(g) recordkeeping;

(h) periodic risk assessment; and

(i) review of material changes in applicable sanctions.

20.13 No Sanctions Evasion

No Person may knowingly use the Trade Exchange Business to:

(a) evade applicable sanctions;

(b) conceal a sanctioned Person's interest;

(c) route a prohibited Transaction through an intermediary to conceal its true beneficiary;

(d) disguise a prohibited jurisdiction;

(e) falsify identity information;

(f) falsify shipping or origin information;

(g) split Transactions for the purpose of avoiding a lawful control; or

(h) otherwise facilitate prohibited sanctions evasion.

20.14 Potential Sanctions Match

Where an Account, Member, counterparty, owner, Transaction, or payment creates a reasonable sanctions concern, the responsible administrator may restrict activity while the matter is reviewed.

A potential match should not automatically be treated as a confirmed prohibited Person without reasonable review.

Actions following review shall comply with Applicable Law.

20.15 Anti-Money-Laundering Controls

Where Applicable Law imposes anti-money-laundering obligations on Countertrade, Licensee, a provider, or another participant, the responsible Person shall maintain the legally required program.

Depending on the activity and legal classification, controls may include:

(a) customer identification;

(b) beneficial-ownership information;

(c) risk assessment;

(d) suspicious-activity monitoring;

(e) recordkeeping;

(f) reporting;

(g) staff training;

(h) independent review;

(i) sanctions controls;

(j) escalation;

(k) transaction monitoring; and

(l) other legally required measures.

This Section does not declare that every Trade Exchange activity is legally subject to the same anti-money-laundering regime.

20.16 Know-Your-Customer and Business Verification

Where appropriate to risk or required by law or provider rules, onboarding may require verification of:

(a) individual identity;

(b) entity existence;

(c) business address;

(d) ownership;

(e) controlling persons;

(f) business activity;

(g) tax information;

(h) source documentation;

(i) licensing;

(j) sanctions status; and

(k) other relevant information.

20.17 Beneficial Ownership

Where required by Applicable Law or reasonably necessary for risk management, a legal-entity Applicant or Member may be required to identify natural persons who ultimately own, control, or materially direct the entity.

Information shall be collected, used, retained, and disclosed according to applicable privacy and legal requirements.

20.18 Suspicious Activity

If activity reasonably appears potentially fraudulent, criminal, sanctioned, or otherwise unlawful, the responsible Party may:

(a) investigate;

(b) restrict access;

(c) request additional information;

(d) delay a Transaction where legally permitted;

(e) consult a provider;

(f) seek legal advice;

(g) make a legally required report;

(h) respond to a Governmental Authority; or

(i) take another legally required or commercially reasonable protective action.

No Party shall notify a Person about a confidential regulatory report where Applicable Law prohibits such notification.

20.19 Anti-Bribery and Corruption

Neither Party shall knowingly use the Trade Exchange Business to:

(a) offer an unlawful bribe;

(b) pay an unlawful kickback;

(c) improperly influence a public official;

(d) conceal corrupt payments;

(e) maintain false records for corrupt purposes; or

(f) otherwise violate applicable anti-bribery or anti-corruption law.

20.20 Fraud Prevention

The Trade Exchange Business shall maintain reasonable controls against:

(a) identity fraud;

(b) fictitious companies;

(c) sham Transactions;

(d) false invoices;

(e) duplicate Transactions;

(f) account takeover;

(g) unauthorized Trade Credit issuance;

(h) fabricated contracts;

(i) false delivery confirmations;

(j) manipulation of financial results;

(k) false refund claims; and

(l) other material fraud.

20.21 Prohibited Goods and Services

Licensee shall not knowingly facilitate Transactions involving goods or services prohibited by Applicable Law.

Additional prohibited categories may be established by Operating Policies where reasonably necessary because of:

(a) illegality;

(b) sanctions;

(c) safety;

(d) provider restrictions;

(e) fraud risk;

(f) reputational risk materially affecting the network; or

(g) regulatory requirements.

A policy-based restriction should not be represented as a statutory prohibition where it is instead a contractual network restriction.

20.22 High-Risk Activities

Countertrade may require enhanced review or decline Platform support for activities presenting materially elevated:

(a) regulatory risk;

(b) sanctions risk;

(c) fraud risk;

(d) financial-crime risk;

(e) cybersecurity risk;

(f) consumer-harm risk;

(g) provider risk; or

(h) legal uncertainty.

Where feasible, Countertrade should communicate the operational consequence without disclosing confidential monitoring methodology.

20.23 Export Controls and International Trade

Licensee and participating Members shall comply with applicable export, import, customs, sanctions, and trade-control laws governing international Transactions.

The Platform's technical ability to connect parties in different countries does not constitute authorization to export or import restricted goods, technology, software, or services.

20.24 Tax Compliance

Neither Trade Credit nor the use of barter or exchange mechanisms inherently eliminates applicable tax obligations.

Each Party and Member is responsible for determining and satisfying applicable:

(a) income tax;

(b) sales tax;

(c) value-added tax;

(d) goods-and-services tax;

(e) withholding tax;

(f) customs duties;

(g) reporting;

(h) information returns; and

(i) other tax obligations.

20.25 Securities and Investment Activity

No Party shall use the Trade Exchange Business to offer, sell, broker, arrange, or facilitate a regulated security or investment activity without satisfying Applicable Law.

A business acquisition, ownership interest, profit-sharing arrangement, token, investment contract, or other instrument may require separate legal analysis.

20.26 Lending and Consumer Credit

Where Licensee or a Member proposes an arrangement involving lending, deferred payment, consumer credit, financing, or interest, the responsible parties shall determine whether lending, disclosure, usury, credit-reporting, consumer-protection, or licensing laws apply.

The availability of Trade Credit does not constitute authority to conduct regulated lending.

20.27 Insurance Activity

No Party shall sell, underwrite, broker, or advise concerning regulated insurance through the Trade Exchange Business without required authorization.

Payment for insurance using an exchange mechanism does not eliminate insurance regulation.

20.28 Real Estate

Real estate Transactions conducted through or in connection with the Trade Exchange Business remain subject to applicable:

(a) ownership;

(b) title;

(c) conveyancing;

(d) brokerage;

(e) licensing;

(f) escrow;

(g) recording;

(h) tax;

(i) zoning; and

(j) other real-estate laws.

20.29 Professional Services

Where Members provide legal, accounting, medical, engineering, investment, architectural, or other regulated professional services, participation in the Trade Exchange does not waive professional-licensing requirements.

20.30 Regulatory Inquiry

Each Party shall promptly notify the other, to the extent legally permitted, of a Governmental Authority inquiry that:

(a) materially concerns the Trade Exchange Business;

(b) challenges the legality of the core operating model;

(c) could materially affect the Platform;

(d) could materially affect the other Party's contractual rights;

(e) concerns a material Financial Performance Representation; or

(f) could reasonably result in material suspension of operations.

20.31 Cooperation With Governmental Authorities

Nothing in this Agreement requires a Party to obstruct a lawful governmental investigation.

Each Party may:

(a) comply with lawful orders;

(b) preserve legal privilege;

(c) challenge an unlawful or overbroad request;

(d) seek confidentiality;

(e) retain counsel; and

(f) take other lawful protective measures.

20.32 Change in Law

If a change in Applicable Law materially affects the Trade Exchange Business, the Parties shall cooperate in good faith to preserve the intended commercial arrangement to the maximum lawful extent.

Potential measures may include:

(a) modifying procedures;

(b) using a regulated provider;

(c) modifying Transaction flows;

(d) changing disclosures;

(e) modifying prohibited activities;

(f) implementing additional compliance controls;

(g) modifying a Territory arrangement where legally necessary;

(h) replacing a third-party service; or

(i) another lawful restructuring.

A change in law shall not be used as a pretext to remove unrelated economic rights.

20.33 Illegality of Core Business Model

If a final binding legal determination makes a material core element of the Trade Exchange Business unlawful in the Territory and no commercially reasonable lawful restructuring is available, the Parties shall address the consequences under the termination and remedies provisions of this Agreement.

No Party shall knowingly continue unlawful activity merely to avoid contractual consequences.

21.1 Mutual Authority

Each Party represents to the other that, as of execution:

(a) if it is a legal entity, it is duly organized or otherwise validly existing to the extent required under the law governing its formation;

(b) it has authority to enter into this Agreement;

(c) the individual executing this Agreement on its behalf has authority to do so;

(d) execution does not knowingly violate a binding obligation applicable to that Party; and

(e) the Agreement constitutes a contractual obligation subject to Applicable Law and ordinary principles affecting enforceability.

21.2 Countertrade Authority to Grant Rights

Countertrade represents that it has, or will have when the relevant right is delivered, sufficient ownership, licensing, contractual, or other authority to grant Licensee the rights expressly granted under this Agreement.

Countertrade does not represent that it owns a third-party component where it instead has authority to sublicense, integrate, or provide access to that component.

21.3 Countertrade Authority Concerning Business Resources

Countertrade represents that it has lawful authority to provide, arrange, license, transfer, or otherwise deliver the Business Resources it expressly commits to provide, subject to disclosed third-party approvals and dependencies.

21.4 Accuracy of Material Contractual Information

Countertrade shall not knowingly include materially false information in the License Schedule concerning:

(a) Selected License Tier;

(b) License Fee;

(c) Trade Credit Capacity;

(d) Territory;

(e) exclusivity;

(f) Business Resources;

(g) Guarantee Addendum;

(h) management election;

(i) revenue-sharing election; or

(j) other material transaction-specific terms.

21.5 No Undisclosed Contrary Side Terms

Countertrade shall not rely upon undisclosed internal policies to contradict a material express term of the executed Agreement.

Licensee shall not rely upon undisclosed personal assumptions to create material rights not contained in the Agreement or protected by Applicable Law.

21.6 Licensee Information

Licensee represents that information Licensee provides for:

(a) identity;

(b) entity formation;

(c) ownership;

(d) payment;

(e) Territory;

(f) regulatory screening;

(g) provider onboarding;

(h) branding;

(i) tax purposes; and

(j) material setup

is accurate to Licensee's knowledge and not intentionally misleading.

21.7 No False Documents

Licensee shall not knowingly provide forged, altered, fictitious, or materially misleading:

(a) identification documents;

(b) corporate records;

(c) banking records;

(d) licenses;

(e) tax documents;

(f) financial records;

(g) proof of address;

(h) ownership records;

(i) invoices; or

(j) other material verification documents.

21.8 Licensee Authority to Operate

Licensee is responsible for obtaining local corporate registrations, occupational licenses, tax registrations, employment registrations, or other authorizations legally required specifically for Licensee to operate its independently owned Trade Exchange Business, except to the extent Countertrade expressly agrees to obtain a particular item.

21.9 Countertrade Setup Commitments

Countertrade warrants that it shall perform expressly agreed setup and implementation services with commercially reasonable care and professional competence appropriate to the nature of those services.

This warranty does not guarantee a financial result except where separately guaranteed.

21.10 Material Conformity of Delivered Resources

Countertrade warrants that material Business Resources delivered under the Selected License Tier shall substantially correspond to the descriptions incorporated into the Resource Schedule, subject to lawful and commercially reasonable substitutions permitted under this Agreement.

21.11 Platform Functionality

Countertrade warrants that the core Platform, when initially delivered, shall be reasonably capable of performing the material functions expressly identified as included in the Selected License Tier, subject to:

(a) documented requirements;

(b) third-party dependencies;

(c) proper configuration;

(d) authorized use;

(e) normal internet dependency;

(f) security controls; and

(g) Applicable Law.

21.12 No Absolute Error-Free Warranty

Countertrade does not warrant that software will be permanently free from every minor defect, interruption, or technical error.

This limitation does not excuse Countertrade from:

(a) correcting material defects as required under this Agreement;

(b) maintaining reasonable security;

(c) providing agreed support;

(d) addressing material outages; or

(e) fulfilling specific service commitments.

21.13 Third-Party Services

Except where Countertrade expressly guarantees a specific third-party outcome, Countertrade does not warrant that an independent third party will:

(a) approve Licensee;

(b) maintain services indefinitely;

(c) offer a particular fee forever;

(d) approve every Member;

(e) approve every jurisdiction;

(f) accept every Transaction; or

(g) remain commercially available.

Countertrade remains responsible for accurately describing known material dependencies and for performing any replacement obligations expressly undertaken.

21.14 No Universal Commercial-Success Warranty

Except for express guarantees, Countertrade does not warrant that Licensee will:

(a) recruit a particular number of Members;

(b) achieve a particular Transaction volume;

(c) earn a particular revenue amount;

(d) earn a particular profit;

(e) recover the License Fee within a particular period;

(f) complete a particular acquisition;

(g) obtain a particular third-party financing arrangement; or

(h) achieve another commercial result.

21.15 Express Guarantees Preserved

Section 21.14 does not limit or negate any result expressly guaranteed under an applicable Guarantee Addendum.

21.16 No Reliance on Unauthorized Oral Modification

Neither Party should rely upon an alleged oral statement that materially changes:

(a) License Fee;

(b) ownership;

(c) Territory;

(d) exclusivity;

(e) Trade Credit Capacity;

(f) guarantee rights;

(g) revenue sharing;

(h) License Term; or

(i) another material term

unless the statement is properly documented as an amendment, except where Applicable Law provides a remedy for fraud, misrepresentation, deceptive practices, or other non-waivable conduct.

21.17 Independent Evaluation

Licensee acknowledges that acquisition of a Trade Exchange Business is a material commercial decision and that Licensee has had the opportunity to:

(a) review the contractual package;

(b) ask questions;

(c) obtain legal advice;

(d) obtain accounting advice;

(e) obtain tax advice;

(f) review Financial Performance Disclosures;

(g) evaluate the Territory;

(h) assess operating obligations; and

(i) consider commercial risks.

This acknowledgment does not waive any mandatory pre-sale disclosure or waiting period.

21.18 No Waiver Through “Sophisticated Purchaser” Status

Licensee's business experience, wealth, sophistication, professional advice, or commercial status does not waive a statutory protection that Applicable Law makes non-waivable.

21.19 No Guarantee of Legal Classification

Unless Countertrade provides an express written legal opinion through qualified counsel, Countertrade does not warrant that the Trade Exchange Business will receive a particular legal classification in every jurisdiction.

Countertrade shall nevertheless refrain from making a legal characterization that it knows is materially false.

21.20 Continuing Covenants

Each Party covenants during performance of this Agreement to:

(a) act within the authority granted under the Agreement;

(b) refrain from material fraud;

(c) protect the other Party's Confidential Information;

(d) comply with material Applicable Law relating to its own performance;

(e) maintain reasonable records necessary to support material financial obligations;

(f) avoid knowingly infringing the other Party's Intellectual Property Rights; and

(g) cooperate reasonably in resolving material operational issues.

22.1 Confidentiality Obligation

Each receiving Party shall:

(a) protect the disclosing Party's Confidential Information using at least commercially reasonable care;

(b) use Confidential Information only for purposes reasonably connected with the Agreement;

(c) disclose it only to Persons with a legitimate need to know and appropriate confidentiality obligations;

(d) not use it to compete unlawfully or misappropriate trade secrets;

(e) not publicly disclose it without authorization unless legally required; and

(f) take reasonable measures to prevent unauthorized access.

22.2 Exclusions

Confidential Information does not include information that the receiving Party can reasonably establish:

(a) was lawfully known without confidentiality restriction before disclosure;

(b) becomes public through no breach by the receiving Party;

(c) is received lawfully from a third party without known confidentiality breach;

(d) is independently developed without use of the disclosing Party's Confidential Information; or

(e) is expressly released from confidentiality by the disclosing Party.

22.3 Authorized Disclosure

A receiving Party may disclose Confidential Information to:

(a) employees;

(b) contractors;

(c) professional advisers;

(d) auditors;

(e) insurers;

(f) financing sources under confidentiality;

(g) Regulated Service Providers;

(h) technology vendors;

(i) Governmental Authorities where required; and

(j) other Persons reasonably necessary to perform the Agreement,

provided that disclosure is appropriately limited.

22.4 Professional Advisers

Disclosure to an attorney, accountant, auditor, tax adviser, insurer, or similar professional adviser for legitimate professional purposes is permitted subject to applicable professional confidentiality obligations.

22.5 Compelled Disclosure

Where the receiving Party is legally compelled to disclose Confidential Information, it may do so.

Where legally permitted, the receiving Party shall provide reasonable notice sufficient to allow the disclosing Party to seek:

(a) protective treatment;

(b) confidentiality;

(c) narrowing of the request; or

(d) another lawful remedy.

22.6 Trade Secrets

Information qualifying as a trade secret shall remain protected for so long as Applicable Law recognizes the information as a trade secret and the relevant Party maintains legally sufficient secrecy measures.

No arbitrary fixed confidentiality period shall extinguish trade-secret protection where the law provides longer protection.

22.7 Other Confidential Information

For Confidential Information that does not qualify as a trade secret, confidentiality obligations shall survive termination for the period reasonably required by:

(a) the nature of the information;

(b) Applicable Law;

(c) contractual commitments to third parties; and

(d) any specific survival period expressly stated in an applicable Schedule.

The final contractual package may specify fixed periods for defined categories where commercially appropriate.

22.8 Platform Credentials

Credentials, administrative keys, API secrets, authentication tokens, security codes, and equivalent restricted information are Confidential Information.

A Party shall not knowingly publish such information.

22.9 Security Information

Non-public information concerning:

(a) vulnerabilities;

(b) penetration-test findings;

(c) firewall configurations;

(d) infrastructure architecture;

(e) fraud-detection rules;

(f) sanctions-screening logic;

(g) security incident details;

(h) access controls; and

(i) other sensitive security matters

shall receive heightened protection where disclosure could create material risk.

22.10 Member Information

Confidentiality rights in Member information are subject to:

(a) privacy rights;

(b) Member agreements;

(c) Licensee's legitimate business interests;

(d) Countertrade's legitimate processing rights;

(e) Applicable Law; and

(f) required provider disclosures.

Neither Party may treat protected personal information as unrestricted proprietary information merely because it appears in the Platform.

22.11 Financial Information

Non-public information concerning:

(a) Licensee revenue;

(b) Countertrade revenue;

(c) pricing arrangements;

(d) Member balances;

(e) Transaction economics;

(f) management calculations;

(g) bank information;

(h) provider pricing; and

(i) other sensitive financial information

shall be treated as Confidential Information where appropriate.

22.12 Contract Terms

The commercial terms of this Agreement may be treated as confidential except to the extent disclosure is reasonably necessary for:

(a) legal advice;

(b) financing;

(c) accounting;

(d) tax;

(e) insurance;

(f) regulatory compliance;

(g) enforcement;

(h) transfer of the Trade Exchange Business;

(i) due diligence;

(j) required public disclosure; or

(k) another legitimate purpose.

22.13 Public Announcements

Neither Party shall issue a materially misleading public announcement concerning the relationship.

Where commercially appropriate, the Parties may agree separately on:

(a) launch announcements;

(b) case studies;

(c) testimonials;

(d) press releases;

(e) public use of Licensee's name; and

(f) public use of Countertrade's name.

22.14 Testimonials and Case Studies

Countertrade shall not attribute a testimonial, case study, revenue result, or endorsement to Licensee without authorization where authorization is required.

Any use must comply with Applicable Law concerning endorsements and Financial Performance Representations.

22.15 Return or Destruction

Upon termination or written request where appropriate, the receiving Party shall return, delete, or destroy Confidential Information that it no longer has a legitimate right or obligation to retain.

This obligation does not require deletion of:

(a) legally required records;

(b) immutable system backups maintained under ordinary procedures;

(c) litigation-preservation materials;

(d) tax records;

(e) audit records;

(f) security logs; or

(g) information the receiving Party independently owns.

22.16 Injunctive Relief

The Parties acknowledge that unauthorized disclosure or misuse of certain Confidential Information, trade secrets, security credentials, or proprietary technology may cause harm difficult to remedy solely with monetary damages.

Subject to Applicable Law and the dispute provisions of this Agreement, an affected Party may seek appropriate injunctive or equitable relief.

This Section does not predetermine entitlement to such relief.

22.17 No Concealment of Unlawful Conduct

Confidentiality obligations shall not be interpreted to prohibit disclosures protected or required by Applicable Law, including lawful reports to Governmental Authorities.

23.1 Licensee Insurance

Licensee shall evaluate insurance reasonably appropriate to the Trade Exchange Business based upon:

(a) Territory;

(b) employees;

(c) office operations;

(d) cyber exposure;

(e) Transaction volume;

(f) contractual obligations;

(g) professional services;

(h) assets;

(i) Applicable Law; and

(j) other relevant risks.

Countertrade does not require a specific insurance policy or coverage amount unless the applicable License Schedule, provider requirement, or Applicable Law expressly establishes it.

23.2 Potential Insurance Categories

Depending upon Licensee's activities, potentially relevant insurance may include:

(a) commercial general liability;

(b) cyber liability;

(c) professional liability;

(d) errors and omissions;

(e) directors and officers liability;

(f) employment practices liability;

(g) workers' compensation;

(h) crime or fidelity coverage;

(i) property insurance; and

(j) other appropriate coverage.

Listing a category does not mean it is mandatory in every jurisdiction.

23.3 Countertrade Insurance

Countertrade shall maintain insurance that it reasonably determines appropriate to its own business operations and legal obligations.

Where a particular policy or coverage level is contractually required for performance of a specific service, that requirement shall be separately stated.

23.4 Taxes on License Purchase

Taxes relating to acquisition of the License shall be handled in accordance with Article 6.

Where Countertrade is legally required to collect Tax, Countertrade may add the applicable Tax unless the stated price expressly includes it.

23.5 Licensee Business Taxes

Licensee is responsible for Taxes legally imposed upon:

(a) Licensee's income;

(b) Licensee's profits;

(c) Licensee's employees;

(d) Licensee's business property;

(e) Licensee's local operations;

(f) Licensee's Transactions;

(g) Licensee's sales or services;

(h) Licensee's distributions; and

(i) other taxable activity attributable to Licensee,

except for Taxes legally imposed directly upon Countertrade.

23.6 Countertrade Taxes

Countertrade is responsible for Taxes legally imposed upon Countertrade's own:

(a) income;

(b) employees;

(c) property;

(d) profits;

(e) business operations; and

(f) other taxable activity.

23.7 Tax Treatment of Trade Credit

Licensee acknowledges that use of Trade Credit may have tax consequences under Applicable Law.

The fact that consideration is non-cash does not itself establish that a Transaction is tax-free.

Licensee shall obtain appropriate professional advice regarding:

(a) recognition of income;

(b) valuation;

(c) sales or consumption taxes;

(d) information reporting;

(e) deductible expenses;

(f) gains or losses;

(g) cross-border tax; and

(h) other relevant issues.

23.8 Books and Records

Each Party shall maintain books and records reasonably sufficient to support material amounts that Party claims are payable under the Agreement.

Such records may include:

(a) invoices;

(b) payment confirmations;

(c) revenue calculations;

(d) Transaction records;

(e) License Fee records;

(f) management fees;

(g) revenue shares;

(h) provider charges;

(i) refunds;

(j) Taxes; and

(k) other material financial records.

23.9 Accounting Methodology

Where an economic calculation under this Agreement depends upon accounting treatment, the applicable Schedule shall define the necessary methodology with enough precision to avoid material ambiguity.

The Parties shall not rely on undefined accounting terminology where different treatments could materially alter the amount payable.

23.10 Records Retention

Each Party shall retain records for the period required by:

(a) Applicable Law;

(b) applicable tax law;

(c) regulatory obligations;

(d) valid provider requirements;

(e) ongoing contractual obligations;

(f) pending disputes; and

(g) reasonable business-record requirements.

This Agreement does not impose an arbitrary universal retention period where different categories of records are subject to different legal requirements.

23.11 Preservation During Dispute

Where a Party becomes aware of a material dispute, investigation, audit, or legal proceeding reasonably requiring preservation of relevant records, that Party shall not intentionally destroy relevant records contrary to an applicable legal preservation obligation.

23.12 Revenue Reconciliation

Where Countertrade processes or calculates amounts payable to Licensee, Countertrade shall provide information reasonably sufficient to reconcile:

(a) gross relevant revenue;

(b) deductions;

(c) fees;

(d) revenue shares;

(e) provider charges;

(f) refunds;

(g) reversals;

(h) Taxes withheld where applicable;

(i) net settlement; and

(j) amounts pending.

23.13 Correction of Accounting Errors

A verified accounting error shall be corrected within a commercially reasonable period.

Correction may include:

(a) additional payment;

(b) refund;

(c) credit;

(d) ledger adjustment;

(e) correction of a statement; or

(f) another appropriate accounting action.

Correction shall preserve sufficient records to explain the adjustment.

23.14 No Artificial Reclassification

Neither Party shall intentionally reclassify revenue, fees, Transactions, or expenses primarily to evade an agreed revenue-sharing obligation.

The substance of the applicable revenue arrangement shall control over manipulative labels.

23.15 Audit of Shared Revenue

Where amounts are calculated based on shared revenue, the applicable Managed Operations Agreement or revenue Schedule shall establish reasonable audit rights.

Such audit rights shall be designed to verify material calculations rather than expose unrelated confidential information.

23.16 Cooperation With Tax Reporting

Where Applicable Law requires one Party to provide information reasonably available to it for another Party's tax reporting, the Parties shall cooperate to the extent legally required and commercially reasonable.

This does not require one Party to assume the other's tax liability.

23.17 Government Assessments

If a Governmental Authority assesses Tax, interest, or penalties against one Party because the other Party supplied materially false tax information or failed to perform a contractual tax obligation, responsibility shall be allocated according to:

(a) Applicable Law;

(b) causation;

(c) fault;

(d) contractual obligations; and

(e) the indemnification provisions of this Agreement.

24.1 Third-Party Provider Structure

The Trade Exchange Business may rely on Third-Party Services for functions that Countertrade does not itself directly provide.

Potential providers include:

(a) banks;

(b) payment processors;

(c) card issuers;

(d) card program managers;

(e) payment networks;

(f) merchant-service providers;

(g) identity-verification services;

(h) sanctions-screening providers;

(i) hosting providers;

(j) cloud providers;

(k) communications services;

(l) electronic-signature providers;

(m) analytics providers;

(n) domain registrars;

(o) accounting systems; and

(p) other external service providers.

24.2 No Implied Agency of Independent Providers

An independent third-party provider does not become Countertrade's agent merely because:

(a) Countertrade introduces the provider;

(b) the service is integrated into the Platform;

(c) the provider is listed as a Business Resource;

(d) Licensee applies through a Countertrade workflow; or

(e) Countertrade provides technical support concerning the integration.

The actual contractual relationship and legal status shall control.

24.3 Countertrade Responsibility for Its Own Commitments

Countertrade remains responsible for the obligations Countertrade expressly undertakes, including any obligation to:

(a) make an introduction;

(b) prepare an application package;

(c) integrate an approved service;

(d) configure an interface;

(e) provide technical implementation;

(f) coordinate onboarding;

(g) provide an agreed alternative following provider loss; or

(h) perform another specified service.

Countertrade shall not characterize every provider failure as automatically outside its responsibility where Countertrade separately guaranteed the result.

24.4 Provider Approval

Where final approval belongs to a third-party provider:

(a) Licensee shall complete required onboarding honestly;

(b) Countertrade may assist;

(c) the provider may request additional information;

(d) approval may depend upon jurisdiction, risk, ownership, business activity, compliance, and other factors;

(e) the provider may reject an application; and

(f) Countertrade shall not fabricate approval.

24.5 Banking Relationships

Where Countertrade provides assistance concerning a bank account:

(a) the bank retains control over its account-approval process;

(b) Licensee shall satisfy lawful identification and onboarding requirements;

(c) applicable bank terms govern the account;

(d) bank fees may apply;

(e) Countertrade shall accurately describe whether the service is an introduction, application service, setup service, or guaranteed deliverable; and

(f) Licensee shall not be told that a bank account is already approved where it is not.

24.6 No Countertrade Custody by Implication

Unless an applicable agreement expressly states otherwise and the arrangement is lawful, Countertrade does not become a deposit-taking institution or custodian of Licensee's cash merely because the Platform displays:

(a) cash revenue;

(b) withdrawal status;

(c) deposited funds;

(d) payment information;

(e) settlement information; or

(f) financial reports.

The legal holder of funds shall be determined by the actual account and provider structure.

24.7 Payment Processing

Where payments are processed through a third-party processor:

(a) processor terms may apply;

(b) transaction limits may apply;

(c) fraud controls may apply;

(d) reserves may apply where lawfully imposed by the processor;

(e) chargeback rules may apply;

(f) settlement timing may depend upon the processor; and

(g) provider fees shall be disclosed where they are Licensee's responsibility.

24.8 Card Programs

Where the Trade Exchange Business includes access to a branded card program, the applicable provider documentation shall identify:

(a) issuing bank or authorized issuer where legally required;

(b) program manager where applicable;

(c) payment network;

(d) cardholder eligibility;

(e) permitted funding source;

(f) applicable balances;

(g) spending limitations;

(h) ATM functionality;

(i) fees;

(j) jurisdictions;

(k) prohibited uses;

(l) suspension rights;

(m) expiration;

(n) replacement procedures; and

(o) other material program terms.

24.9 Brand Use on Cards

Licensee's logo or Trade Exchange brand may appear on a card where authorized by the applicable provider and payment network.

Such branding does not mean Licensee owns the payment network or is the regulated issuer unless that statement is legally accurate.

24.10 Trade Credit and Card Balances

The Platform and relevant Member disclosures shall accurately distinguish among:

(a) Trade Credit balance;

(b) cash balance;

(c) prepaid balance;

(d) card balance;

(e) bank-account balance;

(f) pending conversion; and

(g) other value categories.

No interface should intentionally create a materially misleading impression that all such balances are legally identical.

24.11 Withdrawals

Where cash withdrawal functionality is available:

(a) only eligible cash or cash-equivalent balances may be withdrawn according to the applicable program;

(b) Trade Credit shall not be represented as directly withdrawable cash where that is not the actual structure;

(c) provider checks may apply;

(d) account verification may apply;

(e) settlement timing may vary; and

(f) applicable fees shall be disclosed.

24.12 Provider Discontinuation

If a material third-party provider discontinues service, Countertrade shall use commercially reasonable efforts, where the provider function is part of an ongoing material Business Resource, to:

(a) identify the impact;

(b) notify Licensee where material;

(c) seek a replacement;

(d) migrate supported functionality where feasible;

(e) protect Data;

(f) preserve legally permitted business continuity; and

(g) avoid unnecessary interruption.

24.13 Replacement Provider

A replacement provider may have different:

(a) fees;

(b) countries;

(c) eligibility requirements;

(d) functionality;

(e) limits;

(f) onboarding requirements;

(g) processing times; or

(h) terms.

Where those differences materially reduce a paid-for contractual right, the Parties shall address the impact under this Agreement rather than treating any replacement as automatically equivalent.

24.14 Provider Terms Do Not Amend Unrelated Contract Rights

Third-party provider terms govern the service supplied by that provider.

They do not independently amend unrelated provisions governing:

(a) ownership of the Trade Exchange Business;

(b) Territory;

(c) License Fee;

(d) Countertrade's intellectual-property license;

(e) Guarantee rights unrelated to the provider;

(f) management economics; or

(g) other matters outside the provider relationship.

24.15 Provider Security

Licensee shall comply with security requirements applicable to Third-Party Services it uses.

Countertrade shall not knowingly request that Licensee defeat a provider's required security control.

24.16 Provider Credentials

Credentials for a Third-Party Service shall be controlled according to the applicable provider relationship.

Where an account belongs to Licensee, Countertrade may receive delegated access only to the extent necessary for agreed services.

Countertrade shall return or relinquish delegated access when no longer legitimately required, subject to legal or security considerations.

24.17 Provider Data

Data transmitted to Third-Party Service providers shall be limited and protected in accordance with:

(a) legitimate operational purposes;

(b) provider requirements;

(c) Applicable Law;

(d) privacy obligations; and

(e) security requirements.

24.18 Provider Charges

A provider charge payable by Licensee shall be disclosed where known and material.

Countertrade shall not intentionally represent a material recurring provider cost as included permanently in the License Fee if Licensee is actually required to pay it separately.

24.19 Changes in Provider Charges

Countertrade does not control an independent provider's future pricing unless Countertrade has a contractual arrangement fixing the applicable charge.

Where a provider changes pricing materially, Countertrade shall communicate the change when Countertrade administers the provider relationship and the change materially affects Licensee.

24.20 No Provider Endorsement Misrepresentation

Neither Party shall imply endorsement, partnership, approval, sponsorship, certification, or affiliation by a third party beyond the actual relationship.

Use of a third-party logo must comply with applicable rights and brand rules.

24.21 Third-Party Failure and Liability

Responsibility for loss arising from a third-party provider failure shall be determined according to:

(a) the cause of failure;

(b) Countertrade's contractual obligations;

(c) Licensee's acts or omissions;

(d) provider responsibility;

(e) any negligence in provider selection or integration where legally relevant;

(f) Applicable Law;

(g) force majeure where applicable; and

(h) the liability and indemnification provisions of this Agreement.

No blanket disclaimer shall excuse Countertrade from its own actionable misconduct.

24.22 Regulated Providers and Legal Independence

Where a Regulated Service Provider performs regulated functions, nothing in this Agreement authorizes Countertrade or Licensee to interfere with the provider's legally required:

(a) compliance decisions;

(b) sanctions controls;

(c) identity verification;

(d) suspicious-activity procedures;

(e) account restrictions;

(f) regulatory reporting; or

(g) other mandatory controls.

24.23 Replacement Following Regulatory Change

If regulatory change makes an existing provider structure unlawful or materially impracticable, Countertrade may restructure the affected integration, provided that:

(a) the restructuring is undertaken for legitimate compliance;

(b) Licensee is informed of material operational consequences;

(c) commercially reasonable efforts are made to preserve equivalent lawful functionality; and

(d) unrelated contractual rights are not removed without basis.

24.24 No Mandatory Use of Unidentified Future Provider

Licensee shall not be required to accept materially adverse terms from an unidentified replacement provider merely because Countertrade selected that provider.

Where the provider is essential to a material contracted function and the replacement materially changes cost or risk, Countertrade shall provide commercially reasonable information necessary for Licensee to evaluate the new arrangement.

25.1 Purpose of Risk Allocation

The Parties intend this Article to allocate responsibility according to:

(a) the Party's actual conduct;

(b) the rights and obligations assigned under this Agreement;

(c) control over the relevant activity;

(d) causation;

(e) fault;

(f) applicable third-party responsibility;

(g) Applicable Law; and

(h) any non-waivable legal rights.

Nothing in this Article shall be interpreted to impose liability upon one Party for conduct entirely outside that Party's responsibility merely because the conduct occurred in connection with the Trade Exchange Business.

25.2 Countertrade Indemnification

Subject to this Agreement and Applicable Law, Countertrade shall defend, indemnify, and hold harmless Licensee and, where appropriate, Licensee's directors, officers, managers, and employees from third-party claims, judgments, settlements, penalties, damages, and reasonable external legal costs to the extent arising from:

(a) Countertrade's breach of an obligation expressly identified in this Article or an applicable Schedule as giving rise to third-party indemnification;

(b) Countertrade's fraud or intentional misconduct;

(c) Countertrade's gross negligence where recognized by Applicable Law;

(d) Countertrade's unauthorized use or disclosure of Licensee Confidential Information;

(e) a material Security Incident caused by Countertrade's breach of its security obligations;

(f) a claim that Licensee's authorized use of Countertrade Intellectual Property supplied directly by Countertrade infringes a third party's Intellectual Property Rights, except to the extent the claim results from Licensee's unauthorized modification, combination, or misuse;

(g) Countertrade's violation of Applicable Law in performing an obligation allocated to Countertrade;

(h) a materially false representation knowingly made by Countertrade in the executed contractual documents;

(i) Countertrade's unauthorized disposition of Licensee Assets; or

(j) another matter for which this Agreement expressly requires Countertrade to indemnify Licensee.

25.3 Intellectual Property Indemnity Limitations

Countertrade's obligation under Section 25.2(f) does not apply to the extent a claim results from:

(a) intellectual property supplied by Licensee;

(b) a Licensee-requested design that Countertrade warned created a material infringement risk;

(c) Licensee's use outside the authorized scope;

(d) Licensee's modification without authorization where the modification caused the infringement;

(e) combination with a product or service not supplied, approved, or reasonably contemplated by Countertrade where that combination caused the infringement;

(f) continued use after Countertrade has provided a commercially reasonable non-infringing replacement and reasonably instructed Licensee to migrate; or

(g) third-party software for which the applicable third-party license allocates responsibility differently.

25.4 Intellectual Property Remedial Options

If authorized use of a material Countertrade-provided component becomes, or in Countertrade's reasonable judgment is likely to become, subject to a substantiated infringement claim, Countertrade may, at its expense and subject to Licensee's material contractual rights:

(a) obtain the right for Licensee to continue authorized use;

(b) modify the affected component so that it becomes non-infringing while preserving substantially equivalent functionality;

(c) replace the affected component with substantially equivalent functionality;

(d) restructure the applicable license lawfully; or

(e) where no commercially reasonable alternative exists, discontinue the affected component and provide any remedy required by this Agreement or Applicable Law.

Countertrade shall not use an infringement allegation as a pretext to terminate unrelated permanent Trade Exchange ownership or Territory rights.

25.5 Licensee Indemnification

Subject to this Agreement and Applicable Law, Licensee shall defend, indemnify, and hold harmless Countertrade and, where appropriate, its Affiliates, directors, officers, managers, and employees from third-party claims, judgments, settlements, penalties, damages, and reasonable external legal costs to the extent arising from:

(a) Licensee's breach of an obligation expressly identified in this Article or an applicable Schedule as giving rise to third-party indemnification;

(b) Licensee's fraud or intentional misconduct;

(c) Licensee's gross negligence where recognized by Applicable Law;

(d) Licensee's unauthorized or unlawful operation of the Trade Exchange Business;

(e) Licensee's violation of Applicable Law in an activity allocated to Licensee;

(f) Licensee's unauthorized representation that it possesses a governmental, banking, payment, securities, insurance, or other regulatory authorization it does not possess;

(g) intellectual property supplied by Licensee that infringes a third party's rights;

(h) Licensee's unauthorized disclosure of Countertrade Confidential Information;

(i) Licensee's employment obligations relating to Licensee personnel;

(j) Licensee's taxes legally imposed upon Licensee;

(k) goods or services independently sold or provided by Licensee;

(l) Licensee's unauthorized issuance, manipulation, or fraudulent use of Trade Credit;

(m) Licensee's intentional circumvention of Platform security or compliance controls; or

(n) another matter for which this Agreement expressly requires Licensee to indemnify Countertrade.

25.6 Member and Counterparty Claims

Responsibility for a claim brought by a Member or Transaction counterparty shall depend upon the source of the claim.

Without limiting that principle:

(a) Licensee is generally responsible for obligations arising from Licensee's own Member-facing representations, local business conduct, personnel, and contractual commitments;

(b) Countertrade is generally responsible for obligations arising from Countertrade's own independent representations, technology failures for which Countertrade is contractually responsible, or services Countertrade directly undertakes;

(c) a Regulated Service Provider remains responsible for obligations imposed upon that provider by its own agreement or Applicable Law;

(d) a selling Member remains responsible for its goods, services, warranties, and contractual performance;

(e) a buying Member remains responsible for its contractual purchasing obligations; and

(f) responsibility shall not be shifted merely by relabeling the actor.

25.7 No Indemnity for Indemnitee's Own Misconduct

A Party is not entitled to indemnification to the extent a claim or loss was caused by that Party's:

(a) fraud;

(b) intentional misconduct;

(c) gross negligence where applicable;

(d) knowing violation of Applicable Law;

(e) material breach of an obligation that materially caused or increased the Third-Party Claim; or

(f) unauthorized conduct.

Where multiple causes contribute to a claim, responsibility shall be allocated to the extent permitted by Applicable Law according to the respective causes and contractual obligations.

25.8 Notice of Indemnified Claim

A Party seeking indemnification shall notify the indemnifying Party reasonably promptly after becoming aware of a claim for which indemnification may be sought.

The notice shall include, to the extent reasonably available:

(a) identity of the claimant;

(b) nature of the claim;

(c) relevant factual allegations;

(d) amount claimed, if known;

(e) material deadlines;

(f) copies of material pleadings or notices; and

(g) other information reasonably necessary to evaluate the claim.

Failure to provide prompt notice does not eliminate indemnification except to the extent the delay materially prejudices the indemnifying Party.

25.9 Control of Defense

Subject to Section 25.10, the indemnifying Party may assume control of the defense of a covered third-party claim using qualified counsel reasonably appropriate to the matter.

The indemnified Party may participate through its own counsel at its own expense, except where:

(a) the indemnifying Party fails to provide an adequate defense;

(b) an actual material conflict of interest exists;

(c) the claim seeks relief materially affecting rights outside the indemnified claim; or

(d) Applicable Law requires separate representation.

In such circumstances, reasonable costs of separate representation may be included in the indemnity to the extent legally appropriate.

25.10 Settlement Restrictions

An indemnifying Party shall not settle a claim in a manner that:

(a) admits criminal conduct by the indemnified Party;

(b) admits fraud by the indemnified Party without its consent;

(c) imposes an ongoing non-monetary obligation upon the indemnified Party;

(d) transfers or surrenders the indemnified Party's property;

(e) materially restricts the indemnified Party's lawful business beyond the subject of the claim; or

(f) requires the indemnified Party to pay an amount not covered by the settlement

without the indemnified Party's prior written consent, not to be unreasonably withheld where appropriate.

25.11 Cooperation

The indemnified Party shall provide reasonable cooperation in defending an indemnified claim, including:

(a) providing relevant records;

(b) identifying witnesses;

(c) preserving evidence;

(d) providing factual information;

(e) participating in reasonable strategy discussions; and

(f) executing documents reasonably necessary to the defense.

The indemnifying Party shall reimburse reasonable material out-of-pocket costs incurred solely because of such requested cooperation.

25.12 Regulatory Penalties

A regulatory fine, penalty, restitution order, or similar governmental assessment shall be borne by the Party legally responsible for the conduct giving rise to it, subject to:

(a) Applicable Law;

(b) causation;

(c) contractual responsibility;

(d) indemnification rights that may lawfully apply; and

(e) any prohibition against indemnifying particular penalties.

Nothing in this Agreement requires an indemnity that Applicable Law prohibits.

25.13 Tax Claims

Tax liabilities shall be handled under Article 23.

A Party may seek indemnification where a tax liability, penalty, or assessment is imposed upon that Party because the other Party:

(a) supplied materially false information;

(b) failed to remit an amount it contractually undertook to remit;

(c) wrongfully withheld a required tax document;

(d) materially mischaracterized a payment contrary to the agreed structure; or

(e) otherwise caused the liability through a breach of an express obligation.

25.14 Data and Privacy Claims

Responsibility for privacy, confidentiality, or Data claims shall be allocated according to:

(a) each Party's legal role;

(b) control over the relevant processing;

(c) Applicable Law;

(d) the applicable privacy documentation;

(e) security obligations;

(f) causation;

(g) provider responsibility; and

(h) each Party's acts and omissions.

25.15 Fraudulent Transactions

Loss arising from fraud shall be allocated according to:

(a) origin of the fraud;

(b) compromise of credentials;

(c) compliance with applicable controls;

(d) failure to act after notice;

(e) system defects;

(f) unauthorized administrative activity;

(g) Member or third-party responsibility;

(h) recovery available from providers; and

(i) Applicable Law.

No blanket rule shall make Licensee responsible for fraud caused entirely by Countertrade's systems, or Countertrade responsible for fraud caused entirely by Licensee's deliberate misconduct.

25.16 Mitigation

A Party seeking recoverable damages or indemnification shall take commercially reasonable steps to mitigate avoidable loss after becoming aware of the relevant event.

The duty to mitigate does not require a Party to:

(a) waive legal rights;

(b) incur disproportionate expense;

(c) accept unlawful conduct;

(d) expose Confidential Information;

(e) accept materially inferior replacement performance; or

(f) continue a materially unsafe activity.

25.17 No Duplication

A Party may not recover the same loss twice through:

(a) indemnification;

(b) insurance;

(c) damages;

(d) refund;

(e) restitution; or

(f) another compensatory remedy.

This provision does not prevent recovery of different categories of legally compensable loss arising from the same event.

26.1 Balanced Allocation

The Parties acknowledge that limitations of liability must be interpreted together with:

(a) the size and nature of the License Fee;

(b) the permanent or long-term nature of rights granted;

(c) the value of the Trade Exchange Business;

(d) the importance of Platform availability;

(e) express guarantees;

(f) intellectual-property rights;

(g) confidentiality and Data obligations;

(h) Applicable Law; and

(i) the commercial allocation of risk.

No limitation shall be interpreted so broadly that it renders an express core obligation practically meaningless.

26.2 Exclusion of Speculative or Remote Damages

To the maximum extent permitted by Applicable Law, neither Party shall be liable to the other for damages that are:

(a) purely speculative;

(b) legally too remote;

(c) not reasonably foreseeable under applicable law;

(d) not caused by the relevant breach; or

(e) otherwise unrecoverable under Applicable Law.

26.3 Consequential and Indirect Damages

Subject to the exclusions from limitation stated in this Article, neither Party shall be liable for indirect, incidental, special, exemplary, or consequential damages solely because such damages are labeled as such, to the extent exclusion is enforceable under Applicable Law.

The legal substance of the loss rather than its label shall control.

26.4 Lost Profits

Lost profits shall not be recoverable where they are:

(a) speculative;

(b) unsupported;

(c) unrelated to the breach;

(d) based only on an unguaranteed projection; or

(e) otherwise unrecoverable under Applicable Law.

This Section does not automatically exclude:

(i) amounts expressly guaranteed under a Guarantee Addendum;

(ii) earned but unpaid revenue;

(iii) a contractual revenue share already generated;

(iv) proceeds wrongfully withheld;

(v) direct lost revenue that Applicable Law treats as direct damages; or

(vi) other amounts expressly recoverable under the Agreement.

26.5 No Blanket Twelve-Month Fee Cap

The Parties expressly reject an automatic liability cap based solely on fees paid during an arbitrary preceding twelve-month period unless a later transaction-specific Schedule expressly adopts such a cap after legal and commercial review.

Given that the Trade Exchange Business may involve permanent ownership rights, substantial Trade Credit Capacity, long-term technology rights, territorial rights, and material business value, any monetary liability cap must be appropriate to the relevant risk and expressly documented.

26.6 Transaction-Specific Liability Cap

If the Parties elect to establish a general monetary liability cap, the License Schedule or a specific Schedule shall identify:

(a) amount or formula;

(b) categories of claims subject to the cap;

(c) exclusions from the cap;

(d) whether the cap is aggregate;

(e) whether separate caps apply to different obligations;

(f) treatment of third-party claims; and

(g) treatment of guarantees.

No unstated liability cap is created by this Agreement.

26.7 Matters Not Subject to General Contractual Limitation

To the maximum extent permitted by Applicable Law, no generally stated limitation or exclusion in this Agreement shall limit liability for:

(a) fraud;

(b) fraudulent inducement;

(c) intentional misconduct;

(d) willful misappropriation of the other Party's property;

(e) deliberate infringement or misappropriation of Intellectual Property Rights;

(f) deliberate misuse of Confidential Information or trade secrets;

(g) amounts collected for and wrongfully withheld from the other Party;

(h) indemnification obligations to the extent expressly uncapped;

(i) liabilities that Applicable Law prohibits the Parties from limiting;

(j) death or personal injury to the extent caused by conduct for which liability cannot lawfully be excluded;

(k) unlawful intentional Data misuse;

(l) an express refund amount payable under a Guarantee Addendum;

(m) deliberate unauthorized sale of Licensee's protected exclusive Territory; or

(n) another category expressly excluded from limitation by an applicable Schedule.

26.8 Express Guarantee Remedies

Where a Guarantee Addendum provides a specific refund, retained right, or other remedy:

(a) that remedy is governed by the Guarantee Addendum;

(b) a generic liability limitation shall not reduce the stated refund amount;

(c) a generic exclusion of lost profits shall not nullify an expressly guaranteed generated-income remedy to the extent the Guarantee Addendum makes such remedy available; and

(d) retained ownership, Territory, Platform, Brand Asset, or support rights shall not be converted into monetary-only remedies unless the Guarantee Addendum expressly permits it.

26.9 Third-Party Provider Failures

Countertrade shall not be liable merely because an independent provider suffers an event outside Countertrade's reasonable control, provided that Countertrade has not:

(a) independently guaranteed the provider outcome;

(b) negligently caused the failure;

(c) knowingly misrepresented the provider relationship;

(d) breached a replacement obligation;

(e) wrongfully failed to transmit required information; or

(f) otherwise become responsible under this Agreement or Applicable Law.

26.10 Internet and Telecommunications Risk

Neither Party shall be liable for an internet, telecommunications, or infrastructure outage entirely outside its reasonable control unless that Party assumed an express obligation to maintain redundant or replacement service and failed materially to do so.

26.11 Member and Counterparty Performance

Countertrade does not become automatically liable for a Member's failure to deliver goods, perform services, honor a contract, or satisfy another commercial obligation merely because the Transaction used the Platform.

Licensee likewise does not become automatically liable for a Member's default unless Licensee expressly guaranteed performance or Applicable Law imposes responsibility.

26.12 No Liability for Lawful Compliance Action

A Party shall not be liable solely for taking an action that was reasonably and lawfully required by:

(a) a binding court order;

(b) sanctions law;

(c) a Governmental Authority;

(d) a legal reporting obligation;

(e) a mandatory provider restriction; or

(f) another binding legal requirement,

provided the Party does not unnecessarily exceed what the requirement reasonably demands.

26.13 Failure to Mitigate

Recoverable damages may be reduced to the extent the injured Party unreasonably failed to mitigate avoidable losses after receiving sufficient knowledge of the relevant event.

26.14 Insurance Recoveries

Insurance proceeds received for a loss may be considered in preventing duplicative recovery, but a wrongdoer is not entitled to the benefit of the other Party's insurance where Applicable Law provides otherwise.

26.15 Essential Purpose

If an exclusive or limited remedy fails of its essential purpose, the consequences shall be determined by Applicable Law.

The Parties do not intend a limitation clause to leave a Party with no meaningful remedy for a material failure of a core contractual obligation.

26.16 Mandatory Consumer, Franchisee, or Business-Opportunity Rights

If Applicable Law grants Licensee rights or remedies that cannot lawfully be limited, this Article shall be interpreted subject to those rights.

27.1 Suspension Distinguished From Termination

A suspension temporarily restricts access to all or part of the Platform, an Account, Trade Credit functionality, a Transaction, or another service.

Suspension does not automatically terminate:

(a) ownership of the Trade Exchange Business;

(b) Territory rights;

(c) Licensee Assets;

(d) the Agreement;

(e) accrued economic rights; or

(f) other rights not reasonably affected by the suspension.

27.2 Grounds for Immediate Protective Suspension

Countertrade may impose an immediate, proportionate suspension without advance notice where Countertrade reasonably believes delay would create a material risk involving:

(a) active fraud;

(b) compromised administrator credentials;

(c) unauthorized Trade Credit issuance;

(d) a cyberattack;

(e) sanctions violations;

(f) unlawful activity;

(g) material risk to Member Data;

(h) material threat to shared Platform infrastructure;

(i) a binding legal order;

(j) serious manipulation of accounting or audit records;

(k) material risk of irreparable loss;

(l) another urgent security or regulatory threat.

27.3 Non-Emergency Suspension

Where the issue does not require immediate action, Countertrade shall ordinarily provide Licensee:

(a) notice of the material issue;

(b) reasonable detail sufficient to understand the concern;

(c) a reasonable opportunity to respond;

(d) a cure opportunity where the issue is curable; and

(e) notice of the consequence of failure to cure.

27.4 Proportionality

A suspension shall, where reasonably practicable, be limited to the functionality, Account, Transaction, user, or activity creating the relevant risk.

Countertrade should not suspend the entire Trade Exchange Business where a narrower restriction would reasonably address the issue.

27.5 Trade Credit Holds

Countertrade or an authorized administrator may place a hold on Trade Credit activity where reasonably necessary because of:

(a) a disputed Transaction;

(b) suspected fraud;

(c) unauthorized issuance;

(d) sanctions review;

(e) security compromise;

(f) a legal order;

(g) material accounting error;

(h) insolvency-related risk affecting a specific obligation; or

(i) another legitimate documented reason.

A hold does not transfer ownership of the affected value to Countertrade.

27.6 Cash Holds

Cash or payment-related funds may be restricted where permitted or required by:

(a) the applicable bank;

(b) payment processor;

(c) court order;

(d) sanctions law;

(e) fraud prevention;

(f) applicable payment rules;

(g) chargeback requirements;

(h) regulatory law; or

(i) another lawful basis.

Countertrade shall not represent funds as confiscated merely because they are temporarily subject to a provider hold.

27.7 Notice of Suspension

Unless legally prohibited or materially unsafe, Countertrade shall notify Licensee of a material suspension and provide:

(a) nature of the restriction;

(b) general basis;

(c) information needed from Licensee, if any;

(d) available cure or review process;

(e) known next steps; and

(f) expected update procedure.

Countertrade need not disclose confidential fraud-detection methods or information whose disclosure is legally prohibited.

27.8 Review of Suspension

Countertrade shall periodically review a material suspension where the underlying condition may change.

A temporary protective suspension shall not remain indefinitely merely because no internal deadline has been assigned.

27.9 Restoration

Where the ground for suspension has been cured or no longer exists, Countertrade shall restore affected functionality within a commercially reasonable period, subject to:

(a) security verification;

(b) provider restoration;

(c) legal requirements; and

(d) technical restoration needs.

27.10 Incorrect Suspension

If Countertrade determines that a material suspension was imposed in material error, Countertrade shall:

(a) restore affected access;

(b) correct inaccurate records where reasonably necessary;

(c) notify Licensee;

(d) address direct accounting effects; and

(e) take commercially reasonable measures to prevent recurrence where appropriate.

27.11 Suspension for Nonpayment

Countertrade may suspend services for material undisputed payment default only where:

(a) the payment is properly due;

(b) Licensee has received reasonable notice;

(c) any applicable cure period has expired;

(d) suspension is permitted by Applicable Law; and

(e) the suspension does not unlawfully confiscate Licensee-owned assets.

Countertrade shall not disable permanent rights unrelated to the unpaid optional service where a narrower suspension is reasonably available.

27.12 Disputed Amounts

A good-faith dispute concerning an amount shall not automatically authorize total shutdown of the Trade Exchange Business if Licensee timely pays undisputed amounts and cooperates in resolving the dispute.

This Section does not protect a fabricated dispute used solely to avoid payment.

27.13 Suspension of Done-for-You Services

Managed services may be suspended according to the Managed Operations Agreement without necessarily suspending Licensee's independent core Platform rights.

27.14 Governmental Order

Countertrade may suspend or restrict activity to comply with a binding governmental or judicial order.

Where legally permitted, Countertrade shall:

(a) notify Licensee;

(b) limit the restriction to the legally required scope;

(c) cooperate reasonably concerning lawful challenges;

(d) preserve unaffected rights; and

(e) restore service when the binding restriction ends.

27.15 No Retaliatory Suspension

Countertrade shall not suspend Licensee merely because Licensee:

(a) requests records;

(b) makes a good-faith complaint;

(c) invokes an express guarantee;

(d) seeks legal advice;

(e) reports suspected unlawful conduct;

(f) disputes a charge in good faith;

(g) declines an optional service;

(h) terminates Done-for-You Management according to its terms; or

(i) exercises another legitimate contractual or statutory right.

28.1 Effective Date

This Agreement becomes effective on the Effective Date stated in the License Schedule, subject to mandatory pre-sale disclosure, waiting-period, registration, cancellation, or other requirements of Applicable Law.

28.2 Duration of Master Agreement

This Agreement continues for so long as:

(a) Licensee owns the Trade Exchange Business;

(b) Licensee continues to possess rights under the core License;

(c) obligations remain outstanding; or

(d) provisions survive by their nature,

unless lawfully terminated in accordance with this Agreement.

28.3 Permanent Ownership Distinguished From Service Term

The Parties acknowledge that different components may have different durations.

For example:

(a) Licensee's ownership of the Trade Exchange Business may be permanent;

(b) core Platform rights may be perpetual where so provided;

(c) Territory rights may be permanent where so provided;

(d) Done-for-You Management may have a fixed term;

(e) third-party services may continue under provider terms;

(f) support may have a stated duration;

(g) optional subscriptions may renew periodically; and

(h) confidentiality or Data obligations may survive termination.

Expiration of one component does not automatically terminate unrelated continuing rights.

28.4 Material Breach

A Material Breach means a breach that materially deprives the non-breaching Party of a substantial benefit of the Agreement or creates material legal, financial, security, proprietary, or operational harm.

Material Breach may include, depending on circumstances:

(a) material nonpayment;

(b) unauthorized disposition of the other Party's property;

(c) material misuse of Countertrade Intellectual Property;

(d) material failure to deliver a core paid-for obligation;

(e) deliberate unauthorized Trade Credit issuance;

(f) serious fraud;

(g) material confidentiality breach;

(h) material Data-security breach caused by failure to meet contractual obligations;

(i) deliberate violation of territorial exclusivity;

(j) material unlawful activity;

(k) repeated material breach after notice; or

(l) another substantial failure identified in this Agreement.

28.5 Notice of Material Breach

Except where immediate termination is expressly permitted, the non-breaching Party shall provide written notice describing:

(a) the alleged breach;

(b) material facts known;

(c) relevant contractual obligation;

(d) cure required, where curable; and

(e) consequence of failure to cure.

The notice need not use a particular title if it reasonably communicates that a material breach is asserted.

28.6 Cure Period

No universal fixed cure period is imposed for every type of breach.

The reasonable cure period shall consider:

(a) nature of the breach;

(b) complexity of cure;

(c) urgency;

(d) legal requirements;

(e) security impact;

(f) Transaction impact;

(g) whether third-party action is required; and

(h) any specific period expressly established elsewhere in the Agreement.

Where a Schedule establishes a specific cure period for a defined breach, that period controls.

28.7 Breaches Not Reasonably Curable

A cure period is not required before termination where the breach cannot reasonably be cured and continuation would materially harm the terminating Party or violate Applicable Law.

Examples may include:

(a) deliberate theft of source code;

(b) intentional destruction of material Data;

(c) deliberate fraud causing material harm;

(d) sale of the same permanent exclusive Territory to multiple owners accompanied by refusal to correct the conflict;

(e) deliberate sanctions evasion;

(f) a final prohibition making continued performance illegal; or

(g) another inherently non-curable material breach.

28.8 Immediate Termination for Fraud or Serious Illegality

A Party may terminate affected contractual rights immediately where the other Party uses the relationship for proven or reasonably substantiated serious fraud, criminal activity, sanctions evasion, or another unlawful purpose that makes continued performance materially unsafe or illegal.

Where facts remain genuinely disputed, the terminating Party should preserve available evidence and act proportionately.

28.9 Termination for Countertrade Material Breach

Licensee may terminate this Agreement or an affected component where Countertrade:

(a) materially fails to deliver a core obligation;

(b) materially and wrongfully denies Licensee's ownership rights;

(c) materially and wrongfully sells Licensee's protected exclusive Territory to another owner;

(d) materially misappropriates Licensee Assets;

(e) materially breaches an express Guarantee Addendum and fails to provide the stated remedy;

(f) materially and wrongfully terminates Platform rights that are expressly perpetual;

(g) commits material fraud in connection with the Agreement; or

(h) commits another material uncured breach.

Available remedies shall depend on the Agreement and Applicable Law.

28.10 Termination for Licensee Material Breach

Countertrade may terminate affected rights where Licensee:

(a) materially fails to pay undisputed amounts properly due;

(b) materially misuses Countertrade Intellectual Property;

(c) deliberately exceeds authorized Trade Credit Capacity through unauthorized means;

(d) materially compromises shared Platform security through intentional or reckless conduct;

(e) uses the Trade Exchange Business for serious unlawful activity;

(f) materially violates sanctions requirements;

(g) commits material fraud;

(h) materially infringes Countertrade Intellectual Property;

(i) wrongfully sublicenses the Platform outside permitted rights; or

(j) commits another material uncured breach.

Termination shall be proportionate to the affected rights where feasible.

28.11 Insolvency

To the extent permitted by Applicable Law, a Party may exercise rights available under applicable insolvency law where the other Party enters bankruptcy, liquidation, administration, receivership, or another insolvency process.

Nothing in this Agreement automatically terminates a license where Applicable Law prohibits an ipso facto termination.

28.12 Cessation of Business

If Countertrade permanently ceases ordinary business operations, Countertrade shall, subject to law and technical feasibility, use commercially reasonable efforts to preserve Licensee's continuing rights, including where applicable:

(a) Data export;

(b) transfer of Licensee-owned domains;

(c) Licensee-owned Brand Assets;

(d) operational documentation;

(e) continuity arrangements;

(f) transition to replacement technology;

(g) legally permitted escrow or release mechanisms expressly established elsewhere; and

(h) other rights intended to survive.

The Platform Schedule may establish additional business-continuity protections.

28.13 No Termination Solely Due to Business Success

Countertrade may not terminate Licensee's Trade Exchange Business merely because:

(a) Licensee becomes highly profitable;

(b) the Territory increases in value;

(c) Licensee processes large Transaction volume;

(d) Licensee's Trade Exchange becomes commercially successful; or

(e) Countertrade wishes to reacquire the Territory for resale.

28.14 No Termination Solely Due to Failure to Achieve Projected Earnings

Licensee's failure to achieve a projection does not constitute breach unless Licensee has separately failed to perform an actual contractual obligation.

Projected Income is not a mandatory performance quota unless a contract expressly establishes a separate operating requirement.

28.15 Voluntary Sale Is Not Termination

An approved sale or transfer of the Trade Exchange Business under Article 30 is not a termination merely because ownership changes.

The Agreement may instead be assigned or novated to the approved transferee.

28.16 Termination of Optional Service

Termination of an optional service, including:

(a) Done-for-You Management;

(b) premium support;

(c) optional advertising;

(d) custom development;

(e) an optional provider; or

(f) another supplemental service

does not automatically terminate the Master Agreement.

28.17 Mandatory Termination Rights

Any termination, cancellation, rescission, or cooling-off right granted by Applicable Law remains effective notwithstanding this Article.

28.18 Termination Notice

A termination notice shall reasonably identify:

(a) contractual component terminated;

(b) effective date;

(c) basis;

(d) outstanding payment obligations;

(e) transition steps;

(f) affected Platform rights;

(g) Data-export rights;

(h) Territory consequences;

(i) surviving provisions; and

(j) dispute rights.

29.1 Termination Does Not Rewrite Historical Ownership

Termination does not retroactively convert Licensee's independently owned Trade Exchange Business into Countertrade property.

Rights existing before termination shall be treated according to:

(a) their ownership classification;

(b) their stated duration;

(c) survival provisions;

(d) termination grounds;

(e) Applicable Law; and

(f) any applicable Guarantee Addendum.

29.2 Licensee Assets Remain Licensee Assets

Following termination, Licensee retains ownership of Licensee Assets, including where applicable:

(a) Licensee's legal entity;

(b) Licensee-owned trademarks;

(c) Licensee-owned domains;

(d) Licensee-created content;

(e) Licensee's business records;

(f) Licensee-owned equipment;

(g) Licensee-owned goodwill;

(h) Licensee-owned customer relationships subject to applicable contracts and Data law; and

(i) other property expressly belonging to Licensee.

29.3 Countertrade Intellectual Property Remains Countertrade Property

Termination does not transfer Countertrade Intellectual Property to Licensee.

Licensee may continue using Countertrade Intellectual Property only to the extent:

(a) the applicable license survives;

(b) the license is perpetual;

(c) a Guarantee Addendum preserves usage;

(d) another agreement grants continuing rights; or

(e) Applicable Law requires continued rights.

29.4 Perpetual Rights

A right expressly designated as perpetual shall not terminate merely because another component of the contractual relationship ends.

A perpetual right may nevertheless be affected where:

(a) Licensee materially violates restrictions inseparable from that right;

(b) continued use becomes unlawful;

(c) a valid termination provision expressly applies to the perpetual license; or

(d) Applicable Law permits termination.

Any such termination must be construed narrowly in light of the representation that the right is perpetual.

29.5 Permanent Territory

Where Licensee holds a permanent exclusive Territory, termination of an unrelated optional service shall not terminate that Territory.

Whether termination of the core Agreement affects permanent Territory shall be governed by the Territory & Exclusivity Addendum.

29.6 Guarantee-Retained Rights

Where Licensee receives a qualifying refund under a Guarantee Addendum that expressly preserves certain rights, those rights survive according to the Guarantee Addendum notwithstanding any general termination language.

29.7 Outstanding Transactions

Termination does not automatically cancel Transactions already validly entered into.

The Parties shall determine appropriate treatment of pending Transactions according to:

(a) the relevant Transaction contracts;

(b) Member rights;

(c) delivery status;

(d) settlement status;

(e) Trade Credit records;

(f) provider requirements;

(g) Applicable Law; and

(h) practical ability to complete or unwind the Transaction.

29.8 Outstanding Trade Credit

Termination shall not be used to erase legitimate Trade Credit balances or obligations without a lawful contractual basis.

The applicable Member and Trade Credit agreements shall govern:

(a) issued balances;

(b) earned balances;

(c) outstanding obligations;

(d) pending Transactions;

(e) conversion eligibility;

(f) fees;

(g) claims; and

(h) final accounting.

29.9 Member Contracts

Member contracts existing at termination remain governed by their own terms.

Termination of the Countertrade-Licensee relationship does not automatically eliminate independent rights of Members unless the applicable contracts lawfully provide for that consequence.

29.10 Continuing Member Service

Where reasonably necessary to protect Members and complete orderly transition, the Parties shall cooperate concerning:

(a) notice to Members;

(b) Transaction completion;

(c) Data access;

(d) account statements;

(e) ledger reconciliation;

(f) pending disputes;

(g) cash settlements;

(h) provider transitions; and

(i) other material Member interests.

29.11 Data Export

Licensee shall receive the Data-export rights established under Article 15.

Countertrade shall not intentionally render Licensee Data inaccessible solely as leverage in an unrelated commercial dispute.

29.12 Domain Transfer

Where a domain is a Licensee Asset, Countertrade shall reasonably cooperate in transferring administrative control following termination of technical management services.

Licensee shall satisfy:

(a) registrar requirements;

(b) identity verification;

(c) lawful fees;

(d) security procedures; and

(e) other reasonable transfer conditions.

29.13 Brand Transition

Following termination:

(a) Licensee may continue using Licensee-owned marks;

(b) Licensee shall cease unauthorized use of Countertrade marks where the applicable brand license has terminated;

(c) Countertrade shall cease unauthorized use of Licensee marks;

(d) third-party marks remain subject to provider rights; and

(e) any rebranding transition period shall be governed by the applicable Schedule.

29.14 Transition Assistance

Where termination requires material technical transition and Licensee retains continuing rights, Countertrade shall provide reasonable transition assistance within the scope established by the applicable Schedule.

If extensive custom transition services are required beyond included obligations, the Parties may agree upon reasonable additional fees, provided that Countertrade shall not charge a new fee merely to perform an already-promised transition obligation.

29.15 Final Financial Reconciliation

Following termination, the Parties shall reconcile material financial amounts including:

(a) unpaid License Fees;

(b) earned but unpaid Trade Exchange Revenue;

(c) revenue shares;

(d) management fees;

(e) refunds;

(f) advertising balances;

(g) provider charges;

(h) Transaction fees;

(i) Taxes; and

(j) other amounts properly due.

29.16 No Acceleration Without Basis

Termination does not automatically accelerate future optional-service fees for periods in which the service will not be provided unless the applicable agreement expressly and lawfully provides otherwise.

29.17 Refunds

Refund rights following termination shall be determined by:

(a) the Guarantee Addendum;

(b) express refund provisions;

(c) rescission rights;

(d) statutory rights; and

(e) other applicable remedies.

29.18 Confidentiality Survival

Article 22 survives termination according to its terms.

29.19 Intellectual Property Survival

Article 14 survives to the extent necessary to preserve:

(a) ownership;

(b) continuing licenses;

(c) restrictions;

(d) enforcement rights;

(e) trade-secret protection; and

(f) post-termination obligations.

29.20 Indemnification Survival

Article 25 survives with respect to events occurring before termination and obligations expressly intended to survive.

29.21 Liability Provisions Survive

Article 26 survives termination to the extent legally enforceable and relevant to claims arising before or after termination.

29.22 Dispute Provisions Survive

The dispute-resolution, governing-law, forum, notice, and enforcement provisions survive termination for disputes arising from or relating to the Agreement.

29.23 Accrued Rights

Termination does not eliminate rights or liabilities accrued before termination unless:

(a) expressly released;

(b) settled;

(c) discharged by law; or

(d) otherwise extinguished through a legally effective agreement.

29.24 Survival by Nature

A provision survives termination where its nature reasonably requires survival, including provisions concerning:

(a) ownership;

(b) confidentiality;

(c) intellectual property;

(d) accrued payment obligations;

(e) Data;

(f) indemnification;

(g) liability;

(h) dispute resolution;

(i) taxes;

(j) records;

(k) post-termination restrictions; and

(l) retained guarantee rights.

30.1 Licensee's Right to Sell the Trade Exchange Business

Subject to this Article, Licensee may sell or transfer its Trade Exchange Business to a qualified transferee.

The Parties acknowledge that the ability to realize the enterprise value of the Trade Exchange Business is materially relevant to genuine business ownership.

Countertrade shall not characterize Licensee as owning a business while simultaneously prohibiting every commercially reasonable transfer of that business without a legitimate contractual basis.

30.2 Transfer Includes Associated Rights

Subject to applicable restrictions, an approved transfer may include:

(a) ownership of the Trade Exchange Business;

(b) Licensee Assets;

(c) Territory rights;

(d) continuing Platform license rights;

(e) Member relationships;

(f) applicable contracts;

(g) Brand Assets owned by Licensee;

(h) business records;

(i) goodwill;

(j) websites and domains owned by Licensee; and

(k) other transferable assets.

30.3 Countertrade Intellectual Property Is Not Sold

A transfer of the Trade Exchange Business does not transfer ownership of Countertrade Intellectual Property.

Instead, the transferee may assume the applicable License rights where:

(a) Countertrade approves the transferee as required;

(b) the transferee executes the necessary assumption documentation;

(c) regulatory conditions are satisfied;

(d) intellectual-property protections remain effective; and

(e) other reasonable transfer conditions are satisfied.

30.4 Approval Standard

Where Countertrade's approval is required, Countertrade shall not unreasonably withhold, condition, or delay approval of a bona fide transfer.

Reasonable grounds for withholding approval may include:

(a) sanctions concerns;

(b) material fraud concerns;

(c) inability of the transferee legally to own or operate the business;

(d) failure to complete required identity verification;

(e) failure to assume applicable obligations;

(f) prohibited beneficial ownership;

(g) conflict with mandatory Territory restrictions;

(h) material intellectual-property risk;

(i) material unresolved payment default associated with the transferred business; or

(j) another objectively legitimate reason materially related to the transfer.

30.5 No Price-Control Right Unless Expressly Agreed

Unless the License Schedule expressly provides otherwise, Countertrade does not control the price at which Licensee sells Licensee's ownership interest in the Trade Exchange Business.

The purchaser must nevertheless satisfy applicable transfer requirements.

30.6 No Undisclosed Right of First Refusal

Countertrade has no right of first refusal, right of first offer, compulsory repurchase right, or similar preferential acquisition right unless that right is expressly stated in the License Schedule or another executed document.

No such right arises by implication.

30.7 Transfer Fee

Any mandatory transfer-processing fee payable to Countertrade must be:

(a) disclosed;

(b) commercially reasonable;

(c) related to actual transfer administration or expressly agreed consideration; and

(d) stated in the License Schedule or applicable transfer policy incorporated into the Agreement.

No undisclosed confiscatory transfer fee may be imposed merely because Licensee seeks to sell the business.

30.8 Transfer of Permanent Territory

Where Licensee holds a permanent exclusive Territory, the Territory may be transferred with the approved Trade Exchange Business unless the Territory Addendum expressly provides a lawful restriction.

Countertrade shall update its Territory registry following completion of the transfer.

30.9 Transfer of Guarantee Rights

Guarantee rights may transfer only to the extent permitted by the applicable Guarantee Addendum.

A personal launch-performance guarantee tied to the original purchaser's conduct may be non-transferable where the Addendum expressly so provides.

Rights that have already vested before transfer shall be handled according to the Guarantee Addendum and Applicable Law.

30.10 Transfer During Done-for-You Management

If Licensee proposes a transfer while Done-for-You Management remains active:

(a) the purchaser shall receive disclosure of the management arrangement;

(b) the Parties shall determine whether the Managed Operations Agreement is assumed, terminated, or amended;

(c) accrued revenue-sharing rights shall be preserved;

(d) continuing Countertrade-originated revenue rights shall be identified;

(e) pending advertising funds shall be reconciled; and

(f) operational control shall transition in an orderly manner.

30.11 Transfer of Member Contracts

Member contracts may be assigned to the transferee to the extent:

(a) contract terms permit;

(b) Applicable Law permits;

(c) required Member consent is obtained where necessary;

(d) privacy requirements are satisfied; and

(e) the transferee lawfully assumes the relevant obligations.

30.12 Data Transfer to Purchaser

Transfer of Member and business Data as part of a sale shall comply with:

(a) Applicable Law;

(b) privacy notices;

(c) Member contracts;

(d) security requirements;

(e) confidentiality;

(f) data-processing obligations; and

(g) any legally required notices or consents.

30.13 Transfer to Wholly Owned Entity

Licensee may request transfer of the Trade Exchange Business to an entity wholly owned and controlled by Licensee.

Countertrade shall not unreasonably deny such internal restructuring where:

(a) beneficial ownership remains substantially the same;

(b) the transferee assumes applicable obligations;

(c) regulatory requirements are satisfied;

(d) no sanctions or fraud concern exists; and

(e) Countertrade's rights are not materially prejudiced.

30.14 Estate and Succession

If Licensee is an individual and dies or becomes legally incapacitated, the Trade Exchange Business may pass according to applicable succession law, subject to:

(a) lawful estate administration;

(b) identification of successor owner;

(c) compliance review;

(d) assumption of applicable obligations;

(e) required transfer documentation; and

(f) Applicable Law.

Countertrade shall cooperate reasonably with a lawful personal representative.

30.15 Corporate Change of Control

If Licensee is an entity, a material change in beneficial ownership or control may be treated as a transfer where the change materially affects:

(a) sanctions status;

(b) regulatory qualification;

(c) Territory eligibility;

(d) compliance;

(e) intellectual-property risk; or

(f) management authority.

Ordinary minority investment that does not materially change control need not be treated as a sale of the Trade Exchange Business unless an applicable Schedule expressly states otherwise.

30.16 Countertrade Assignment

Countertrade may assign this Agreement to:

(a) an Affiliate;

(b) a successor through merger;

(c) an acquirer of substantially all relevant Platform or Trade Exchange business assets; or

(d) another qualified successor,

provided that the assignment does not materially reduce Licensee's:

(i) ownership rights;

(ii) Territory rights;

(iii) perpetual Platform rights;

(iv) Guarantee rights;

(v) Trade Credit Capacity; or

(vi) other material contractual protections.

30.17 Successor Bound by Agreement

A Countertrade successor receiving this Agreement shall assume the contractual obligations assigned to it.

Countertrade shall not use an asset sale or corporate restructuring primarily to extinguish Licensee's material rights without lawful remedy.

30.18 No Assignment to Avoid Liability

Neither Party may assign a contractual obligation merely to evade responsibility for an existing breach unless:

(a) the other Party validly agrees to a release; or

(b) Applicable Law provides otherwise.

30.19 Novation

Where appropriate, a transfer may be completed by novation.

A novation shall identify:

(a) outgoing Party;

(b) incoming Party;

(c) Effective Date;

(d) obligations assumed;

(e) rights transferred;

(f) liabilities retained;

(g) releases, if any; and

(h) continuing obligations.

30.20 Transfer Documentation

Countertrade may require reasonable transfer documentation including:

(a) transfer application;

(b) purchaser identity;

(c) entity information;

(d) beneficial ownership;

(e) assignment agreement;

(f) assumption agreement;

(g) updated License Schedule;

(h) Territory confirmation;

(i) Data-transfer documentation;

(j) provider onboarding; and

(k) other documents materially necessary to complete the transfer lawfully.

30.21 Completion of Sale

A sale shall be considered complete when the required:

(a) acquisition documentation;

(b) payment between buyer and seller;

(c) Countertrade approval where required;

(d) assumption documentation;

(e) Territory registry update;

(f) Platform administrative transition;

(g) provider transition;

(h) Data-transfer steps; and

(i) legally required filings

have been sufficiently completed for the transferee to assume ownership and operation.

30.22 Seller's Accrued Rights

Unless expressly transferred, Licensee retains rights to amounts accrued before sale, including:

(a) earned but unpaid revenue;

(b) refunds already vested;

(c) claims arising from pre-sale breach;

(d) amounts owed under revenue reconciliation; and

(e) other accrued rights.

The acquisition agreement may allocate these rights differently.

30.23 Purchaser's Post-Transfer Rights

Upon completion of an approved transfer, the transferee shall succeed to the transferable rights associated with the Trade Exchange Business, including applicable:

(a) ownership;

(b) License rights;

(c) Territory;

(d) Member relationships;

(e) Platform rights;

(f) Brand Assets;

(g) Data rights;

(h) Business Resources; and

(i) other transferred rights.

30.24 No Automatic Reset of Permanent Rights

An approved transfer does not automatically reset, shorten, or eliminate permanent or perpetual rights merely because the identity of the Owner changes.

The transferee receives the remaining or continuing duration of the transferred right unless expressly agreed otherwise.

30.25 No Double Licensing of Transferred Territory

After an approved transfer of an exclusive Territory, Countertrade shall update its records so that the same Territory is not represented simultaneously as exclusively owned by both transferor and transferee.

31.1 Objective and Agreement to Arbitrate

Except for the limited judicial relief expressly preserved in this Article and claims that Applicable Law makes non-arbitrable, Countertrade Pte Ltd and Licensee agree that every Covered Dispute shall be finally resolved by binding commercial arbitration rather than by ordinary merits litigation in a state or federal court.

31.2 Covered Disputes

"Covered Dispute" means any dispute, controversy, or claim arising out of or relating to this Agreement, another Transaction Document, the Trade Exchange Transaction, its formation, validity, interpretation, performance, breach, termination, ownership rights, Territory, Platform rights, Data, Intellectual Property, Guarantee, refund, management, Revenue Share, payment, representations made in connection with the Transaction, or another matter materially connected with the contractual relationship, including arbitrable statutory claims.

31.3 Disputes With Members and Independent Third Parties

This Article binds Countertrade Pte Ltd and Licensee. It does not automatically bind a Member, bank, payment processor, Card Program provider, Governmental Authority, or other independent third party unless that Person is separately bound to the applicable arbitration agreement.

31.4 Notice and Good-Faith Resolution

Before commencing non-emergency arbitration, a Party shall give written notice reasonably describing the dispute, the material facts known to that Party, the relief requested, the amount in dispute where reasonably quantifiable, and a contact authorized to discuss resolution. The Parties shall attempt in good faith to resolve the dispute through appropriate operational or executive personnel before the arbitration proceeds, unless urgent relief, a filing deadline, fraud, security risk, termination, or another circumstance makes prior negotiation impracticable.

31.5 Continued Performance of Undisputed Obligations

While a dispute is pending, each Party shall continue performing undisputed obligations to the extent commercially reasonable and legally permitted. An unrelated dispute does not by itself authorize withholding an undisputed payment, interfering with Permanent Exclusive Territory, withholding Licensee Data, disabling unrelated Platform functionality, blocking an otherwise lawful transfer, or suspending unrelated Transactions.

31.6 Governing Arbitration Law

The arbitration agreement in this Article shall be governed by the Federal Arbitration Act, 9 U.S.C. §§ 1-16, to the extent applicable to the Transaction. Delaware arbitration law may apply to arbitration-related judicial proceedings to the extent applicable and not displaced by federal law or another mandatory rule.

31.7 Administration and Rules

If, when arbitration is commenced, the Parties have their principal places of business in different countries or the dispute otherwise qualifies as international under the applicable rules, the arbitration shall be administered by the International Centre for Dispute Resolution (ICDR) under its then-current International Arbitration Rules. Otherwise, the arbitration shall be administered by the American Arbitration Association (AAA) under its then-current Commercial Arbitration Rules.

31.8 Legal Seat, Language, and Hearing Format

The legal seat and juridical place of arbitration shall be Wilmington, Delaware, United States of America. The language of arbitration shall be English. The tribunal may conduct procedural conferences, evidentiary hearings, witness examinations, or other proceedings by secure video conference or at another appropriate physical location without changing the legal seat.

31.9 Number and Qualifications of Arbitrators

A Covered Dispute involving aggregate affirmative claims of less than US$5,000,000, excluding attorneys' fees and costs, shall be determined by one neutral arbitrator. A Covered Dispute involving aggregate affirmative claims of US$5,000,000 or more shall be determined by three neutral arbitrators unless the Parties agree in writing to one arbitrator after the dispute arises. The arbitrator or tribunal shall have substantial experience appropriate to complex commercial contracts and, where reasonably relevant, technology, licensing, international commerce, financial technology, payments, data/privacy, intellectual property, or business operations.

31.10 Authority of Tribunal and Written Award

The tribunal may determine Covered Disputes and award any remedy available under the applicable Transaction Documents and Applicable Law, subject to valid contractual limitations, express Guarantees, payment obligations, specific remedies, and rights that Applicable Law makes non-waivable. The tribunal shall issue a reasoned written award.

31.11 Emergency and Equitable Relief

Nothing in this Article prevents a Party from seeking temporary, preliminary, emergency, or conservatory relief from an emergency arbitrator, the tribunal, or a court of competent jurisdiction where reasonably necessary to preserve the status quo, protect Confidential Information or Intellectual Property, prevent unauthorized Trade Credit activity, protect Data or security, preserve Permanent Exclusive Territory rights, prevent dissipation of assets, or preserve the subject matter of arbitration. Seeking such relief does not waive arbitration of the merits.

31.12 Attorneys' Fees and Arbitration Costs

Except to the extent an applicable statute, express indemnification obligation, arbitral sanction, bad-faith determination, or other non-waivable rule provides otherwise, each Party shall bear its own attorneys' fees and legal expenses. Filing, administrative, and tribunal costs shall initially be allocated under the applicable AAA or ICDR rules, subject to the tribunal's authority to reallocate those costs in the final award as permitted by the applicable rules and law.

31.13 Confidentiality of Proceedings

The Parties shall use commercially reasonable efforts to keep non-public arbitration submissions, evidence, hearings, and awards confidential, except to the extent disclosure is reasonably necessary to enforce or challenge an award, obtain interim relief, satisfy law or regulation, make a required disclosure, consult professional advisers, insurers, or financing sources under appropriate confidentiality duties, or protect a legal right.

31.14 Judicial Enforcement

Judgment on an arbitral award may be entered and enforced in any court having jurisdiction. A Party may also seek judicial orders to compel arbitration, stay proceedings, preserve evidence, enforce lawful subpoenas where available, or confirm, vacate, modify, or enforce an award to the extent permitted by Applicable Law.

31.15 No Mandatory Mediation Condition

The Parties may voluntarily mediate a Covered Dispute at any time, but mediation is not a condition precedent that can delay a fixed Guarantee deadline, a mandatory filing deadline, emergency relief, or commencement of arbitration where delay could prejudice a legal right.

31.16 Survival

This Article survives expiration, termination, rescission, transfer, refund, or other cessation of any Transaction Document to the extent necessary to resolve a Covered Dispute arising from the relationship.

32.1 Governing Law

Subject to mandatory Applicable Law that cannot validly be waived or displaced, this Agreement, the Transaction, and the contractual rights and obligations of the Parties shall be governed by applicable federal law of the United States of America where federal law governs and, with respect to matters governed by state law, by the laws of the State of Delaware, without regard to conflict-of-laws principles that would require application of another jurisdiction's law.

32.2 Delaware Choice-of-Law Provision

The Parties intentionally select Delaware law as the state-law component of the governing-law framework. Where the requirements of 6 Del. C. § 2708 are satisfied, the Parties intend the Delaware-law selection to receive the effect provided by that statute. A Transaction that does not satisfy a statutory monetary threshold or other condition of § 2708 remains governed by this contractual choice-of-law clause to the extent the clause is otherwise valid and enforceable.

32.3 Mandatory Local Law

The governing-law selection does not waive or displace a mandatory franchise, business-opportunity, privacy, securities, sanctions, tax, consumer, registration, disclosure, waiting-period, or other law that legally applies to a Party or the Transaction and cannot validly be waived or displaced by contract.

32.4 Arbitration Seat Distinguished From Physical Hearing Location

The legal seat of arbitration is Wilmington, Delaware as provided in Article 31. A remote hearing or a hearing conducted elsewhere for convenience does not change the legal seat or the governing substantive-law selection.

32.5 International Transactions

For a cross-border Transaction, questions concerning recognition or enforcement of arbitration agreements and awards, service, evidence, sanctions, currency, cross-border Data, public policy, and mandatory local law shall be determined under the applicable federal, treaty, foreign, and other mandatory law. Nothing in this Agreement guarantees that every remedy or award will be enforceable in every jurisdiction.

32.6 Currency of Award or Payment

A final award, settlement, refund, or other payment may be expressed in the contractual currency or another currency permitted by the tribunal, the applicable Transaction Document, or Applicable Law. Where conversion is required, the applicable conversion date and methodology shall be stated in the award, settlement, or governing Transaction Document where practicable.

32.7 No Evasion of Mandatory Protection

Neither the Delaware governing-law clause nor the Delaware arbitration seat shall be interpreted principally to evade a mandatory statutory protection that Applicable Law requires to apply to the Transaction.

32.8 Survival

This Article survives expiration, termination, refund, transfer, or other cessation of the Transaction Documents to the extent necessary to govern rights and disputes arising from the Transaction.

33.1 Formal Notices

A notice required under this Agreement is effective when delivered in accordance with this Article, subject to any different mandatory notice requirement imposed by Applicable Law.

33.2 Notice Addresses

The License Schedule shall identify:

Countertrade Notice Address

and

Licensee Notice Address

including:

(a) legal name;

(b) physical or registered address where required;

(c) designated email address; and

(d) any designated electronic notice portal.

33.3 Permitted Methods

Formal notice may be provided by:

(a) personal delivery;

(b) recognized courier;

(c) tracked postal service;

(d) designated email;

(e) an approved secure electronic notice system; or

(f) another method expressly agreed by the Parties.

33.4 Email Notice

Where email is an approved notice method, notice should be sent to the designated contractual email address.

An automated marketing email address, no-reply address, or unrelated support inbox does not automatically constitute the formal notice address unless designated.

33.5 Receipt of Electronic Notice

Subject to Applicable Law, an electronic notice may be considered received when:

(a) the receiving system records successful delivery;

(b) the notice becomes available in an agreed secure portal and the recipient is appropriately alerted; or

(c) another agreed electronic-delivery event occurs.

A bounce, delivery failure, or other clear evidence of non-delivery shall be considered in determining actual notice.

33.6 Courier and Postal Notice

A courier or postal notice may be considered received:

(a) when delivered;

(b) when delivery is refused by the intended recipient;

(c) according to a legally applicable deemed-receipt rule; or

(d) at another time expressly stated in the License Schedule.

33.7 Change of Notice Information

A Party shall notify the other Party of a change in its formal notice information.

Until properly updated, the last designated notice information may be used in good faith.

33.8 Ordinary Operational Communications

Routine communications concerning:

(a) support;

(b) Member matters;

(c) Platform updates;

(d) training;

(e) ordinary Transaction administration;

(f) marketing;

(g) non-material service communications; and

(h) ordinary account matters

need not satisfy formal-notice requirements unless the Agreement expressly requires formal notice.

33.9 Notices Affecting Material Rights

Notices concerning:

(a) material breach;

(b) termination;

(c) Territory loss;

(d) permanent suspension;

(e) transfer;

(f) indemnification;

(g) formal dispute;

(h) guarantee claim;

(i) material modification requiring consent; or

(j) another significant legal right

should clearly identify the nature and consequence of the notice.

33.10 Language

Formal notices shall be provided in the language designated in the License Schedule or in another language agreed by the Parties.

Where a translation is provided for convenience, the controlling version shall be identified.

33.11 Legal Service of Process

This Article does not alter legally required methods for formal service of court process where Applicable Law requires a different method.

34.1 Electronic Contracting

The Parties may enter into this Agreement, a Schedule, Addendum, amendment, notice, acknowledgment, or other contractual record electronically to the extent permitted by Applicable Law.

34.2 Legal Effect

A contract or signature shall not be denied contractual effect solely because it is in electronic form where Applicable Law recognizes the electronic method used.

This Agreement does not require a Person to use electronic contracting where Applicable Law gives that Person a non-waivable right to another form.

34.3 Electronic Signature Methods

An electronic signature may include, to the extent legally sufficient:

(a) typed signature;

(b) click-to-accept process;

(c) digital signature;

(d) electronic-signature provider;

(e) cryptographic signature;

(f) authenticated account acceptance;

(g) electronic initials;

(h) another electronic process logically associated with the record and adopted with intent to sign.

34.4 Intent to Sign

No electronic process shall constitute Licensee's signature unless the applicable process is reasonably designed to demonstrate an intention to sign or accept the relevant record.

34.5 Attribution

Electronic acceptance may be attributed to a Party based upon relevant evidence, including:

(a) authenticated Account;

(b) credentials;

(c) signature certificate;

(d) email address;

(e) verification process;

(f) IP or device information where lawfully collected;

(g) timestamp;

(h) audit trail;

(i) payment association;

(j) communication history; and

(k) other reliable evidence.

No single technical factor is automatically conclusive where credible evidence establishes unauthorized use.

34.6 Electronic Records

Countertrade may retain electronic copies of:

(a) applications;

(b) Agreements;

(c) Schedules;

(d) Addenda;

(e) signatures;

(f) acknowledgments;

(g) disclosures;

(h) notices;

(i) invoices;

(j) payment records;

(k) versions of accepted legal documents; and

(l) related audit information.

34.7 Reproducibility

Where legally required, electronic contractual records should be retained in a form capable of:

(a) accurate reproduction;

(b) later reference;

(c) identification of the applicable version;

(d) identification of the date of acceptance; and

(e) reasonable verification of material acceptance records.

34.8 Version Control

Countertrade shall maintain reasonable version control for material legal documents accepted electronically.

The record should permit identification of:

(a) document title;

(b) version or revision date;

(c) date presented;

(d) date accepted;

(e) accepting Party; and

(f) applicable transaction.

34.9 No Retroactive Substitution

Countertrade shall not replace an accepted legal document in the electronic record with a materially different later version and represent the later version as the document Licensee originally accepted.

Amendments must be handled according to the amendment provisions of this Agreement.

34.10 Electronic Disclosure Delivery

Where a Mandatory Disclosure may lawfully be delivered electronically, Countertrade may deliver it through an electronic method that satisfies Applicable Law.

Where specific disclosure timing, formatting, retention, or acknowledgment requirements apply, those requirements control.

34.11 Consumer-Consent Requirements Where Applicable

If a particular electronic record is subject to a law requiring additional consent, disclosures, hardware/software information, withdrawal procedures, paper-copy rights, or other consumer protections before electronic delivery, Countertrade shall provide those protections to the extent applicable.

34.12 Withdrawal of Electronic-Communication Consent

Where Applicable Law gives Licensee a right to withdraw consent to electronic communications, the Electronic Contracting, Records & E-Signature Consent shall explain:

(a) method of withdrawal;

(b) consequences;

(c) future paper delivery;

(d) any lawful fees;

(e) effective date; and

(f) records unaffected by withdrawal.

Withdrawal does not invalidate an electronic transaction validly completed before the withdrawal became effective.

34.13 Hardware and Software Requirements

Where legally required, Countertrade shall disclose material technical requirements necessary to:

(a) access;

(b) review;

(c) retain; and

(d) reproduce

electronic contractual records.

34.14 Paper Copies

Where the applicable electronic-consent framework provides a right to obtain paper copies, Countertrade shall honor that right according to the disclosed procedure and Applicable Law.

34.15 Electronic Communications Consent Separate From Marketing Consent

Consent to electronic contractual communications does not automatically constitute consent to every form of:

(a) commercial email;

(b) SMS marketing;

(c) automated marketing;

(d) telephone solicitation; or

(e) other marketing communication

where Applicable Law requires separate consent.

34.16 Electronic Signature Providers

Countertrade may use reputable third-party electronic-signature providers.

Use of such a provider may generate:

(a) signature certificates;

(b) audit logs;

(c) timestamps;

(d) authentication information;

(e) completion certificates; and

(f) document hashes or equivalent verification information.

34.17 Electronic Amendments

A contractual amendment may be executed electronically where:

(a) the Agreement permits the amendment;

(b) appropriate authority exists;

(c) material terms are clearly presented;

(d) consent is recorded; and

(e) Applicable Law permits the electronic method.

34.18 Clickwrap Acceptance

Where an agreement is accepted through clickwrap or equivalent affirmative electronic acceptance:

(a) the applicable document should be reasonably available before acceptance;

(b) the acceptance control should clearly communicate contractual assent;

(c) material incorporated documents should be accessible;

(d) required disclosures should not be hidden;

(e) acceptance should be logged; and

(f) a record should be retained.

34.19 No Material Terms Hidden Behind Ambiguous Interface

A material contractual term concerning:

(a) payment;

(b) recurring charges;

(c) guarantees;

(d) refund rights;

(e) Territory;

(f) ownership;

(g) revenue sharing;

(h) termination;

(i) arbitration; or

(j) another material right

should not be intentionally obscured through interface design inconsistent with legally meaningful consent.

34.20 Electronic Counterparts

This Agreement may be executed in counterparts, including electronic counterparts, each of which may be treated as an original and all of which together constitute one agreement to the extent permitted by Applicable Law.

35.1 Force Majeure Event

A Force Majeure Event means an event beyond the reasonable control of the affected Party that materially prevents or delays performance despite commercially reasonable precautions appropriate to the circumstances.

Potential Force Majeure Events may include:

(a) natural disasters;

(b) war;

(c) terrorism;

(d) civil disorder;

(e) epidemic or pandemic effects;

(f) governmental embargo;

(g) sanctions imposed after execution;

(h) widespread telecommunications failure;

(i) widespread power-grid failure;

(j) catastrophic cloud or data-center failure;

(k) cyberattack of exceptional scale;

(l) governmental prohibition;

(m) labor disruption not reasonably controllable by the affected Party;

(n) fire;

(o) flood;

(p) earthquake;

(q) other severe natural events; or

(r) another comparable event outside reasonable control.

35.2 Events Not Automatically Force Majeure

The following do not automatically constitute Force Majeure Events merely because they make performance inconvenient:

(a) ordinary lack of funds;

(b) foreseeable staffing shortage;

(c) ordinary market decline;

(d) failure of a contractor caused by poor management where alternatives were reasonably available;

(e) ordinary software defects;

(f) inability to achieve projected revenue;

(g) ordinary increase in cost;

(h) avoidable failure to renew infrastructure; or

(i) a Party's own contractual breach.

35.3 Notice

The affected Party shall provide reasonable notice of a material Force Majeure Event where circumstances permit.

The notice should identify:

(a) nature of the event;

(b) obligations materially affected;

(c) expected impact;

(d) mitigation actions; and

(e) expected duration if reasonably estimable.

35.4 Duty to Mitigate

The affected Party shall take commercially reasonable steps to reduce material disruption.

Potential mitigation may include:

(a) alternate hosting;

(b) backup systems;

(c) alternate communications;

(d) alternate providers;

(e) remote operations;

(f) workload redistribution;

(g) Data restoration;

(h) alternate settlement procedures;

(i) lawful substitute performance; or

(j) another reasonable continuity measure.

35.5 Suspension of Affected Obligation

Performance of an obligation materially prevented by a Force Majeure Event may be suspended for the duration of the prevention to the extent legally appropriate.

Unaffected obligations remain in force.

35.6 Payment Obligations

A Force Majeure Event does not ordinarily excuse payment of an amount already earned and due before the event unless:

(a) the payment system itself is materially unavailable;

(b) Applicable Law provides otherwise;

(c) the underlying obligation has been reversed or cancelled; or

(d) another contractual provision applies.

35.7 Express Guarantees

The effect of a Force Majeure Event on a Guarantee Addendum shall be governed by that Addendum.

A general force-majeure clause shall not silently eliminate a guarantee where the Guarantee Addendum promises a different result.

35.8 Extended Force Majeure

If a Force Majeure Event continues long enough to substantially defeat a core purpose of an affected ongoing service, either Party may invoke any termination, modification, refund, or restructuring right specifically applicable to that service.

Permanent ownership rights shall not automatically terminate because a temporary Force Majeure Event affects operations.

35.9 Business Continuity

Countertrade shall maintain commercially reasonable business-continuity measures appropriate to the material technology functions it provides.

Licensee shall maintain commercially reasonable continuity measures appropriate to operational matters under Licensee's control.

35.10 Catastrophic Platform Failure

If a catastrophic Platform failure materially prevents operation for an extended period, Countertrade shall use commercially reasonable efforts to:

(a) restore systems;

(b) restore Data from available backups;

(c) communicate status;

(d) prioritize critical functionality;

(e) identify alternate infrastructure;

(f) preserve Transaction records;

(g) preserve Trade Credit records;

(h) prevent additional loss; and

(i) implement appropriate recovery measures.

35.11 Provider Systemic Failure

Where an essential third-party provider suffers a systemic failure, Countertrade shall comply with Article 24 concerning provider replacement and continuity.

35.12 Regulatory Force Majeure Distinguished From Change in Law

A new legal prohibition may be addressed under:

(a) Article 20 concerning change in law;

(b) this Article where the event genuinely prevents performance; and

(c) Article 28 where continued performance becomes unlawful.

36.1 Entire Contractual Framework

The Agreement consists of:

(a) this Master Agreement;

(b) the License Schedule;

(c) incorporated Schedules;

(d) applicable Addenda;

(e) valid amendments; and

(f) other documents expressly incorporated by reference.

The order of precedence is governed by Article 2.

36.2 Amendments

Except for changes expressly authorized under the Agreement, a material amendment to this Agreement must be:

(a) in writing or a legally effective electronic record;

(b) sufficiently clear to identify the amendment;

(c) accepted by persons with authority; and

(d) made in compliance with Applicable Law.

36.3 No Unilateral Amendment of Core Commercial Terms

Countertrade may not unilaterally amend through website terms, Operating Policies, email, or Platform notice a core negotiated term concerning:

(a) ownership;

(b) License Fee;

(c) Trade Credit Capacity;

(d) permanent Territory rights;

(e) an express guarantee;

(f) revenue-sharing percentages;

(g) material retained rights following refund;

(h) perpetual Platform rights; or

(i) another material negotiated economic term,

except where modification is required by Applicable Law or an express contractual mechanism permits the change.

36.4 Waiver

A Party's failure or delay in exercising a contractual right does not waive that right merely because of the delay.

A waiver of a material breach applies only to the matter waived and does not automatically waive:

(a) future breaches;

(b) unrelated breaches;

(c) continuing obligations; or

(d) other contractual rights.

36.5 Course of Dealing

A historical practice between the Parties may assist interpretation where appropriate but shall not override an express written term where the practice and term materially conflict.

36.6 Severability

If a provision is held invalid, illegal, or unenforceable:

(a) the affected provision shall be limited or severed only to the extent necessary;

(b) remaining provisions shall continue where they can operate independently;

(c) the Parties shall seek a lawful interpretation preserving the original commercial purpose as closely as possible; and

(d) any mandatory statutory remedy remains available.

36.7 Reformation

Where Applicable Law permits, a court or arbitrator may reform an unenforceable provision to the minimum extent necessary to make it enforceable while preserving its lawful commercial objective.

This Section does not authorize rewriting a provision in a manner prohibited by Applicable Law.

36.8 No Third-Party Beneficiaries

Except where expressly stated, this Agreement does not create enforceable contractual rights in a Person who is not a Party.

This limitation does not eliminate:

(a) rights expressly granted to an indemnified Person;

(b) rights of a valid assignee;

(c) rights of a successor;

(d) rights provided by Applicable Law; or

(e) rights created in another agreement.

36.9 Relationship of Parties

Except as expressly provided in a Managed Operations Agreement:

(a) the Parties are independent contracting parties;

(b) neither Party is the other's employee;

(c) neither Party has general authority to bind the other;

(d) neither Party becomes a general partner solely through this Agreement; and

(e) neither Party becomes a fiduciary solely through this Agreement.

Mandatory legal classification controls where Applicable Law provides otherwise.

36.10 No Partnership by Revenue Sharing Alone

An agreed revenue-sharing arrangement does not, by itself, create:

(a) a legal partnership;

(b) joint ownership of all assets;

(c) unlimited mutual agency;

(d) joint liability for unrelated obligations; or

(e) an equity transfer,

unless Applicable Law or an express agreement provides otherwise.

36.11 Further Assurances

Each Party shall execute commercially reasonable documents and take commercially reasonable actions necessary to give effect to rights already agreed under this Agreement.

This Section does not require a Party to:

(a) grant a new material right;

(b) assume a new material liability;

(c) waive a legal protection;

(d) incur a substantial unagreed expense; or

(e) accept a materially different transaction.

36.12 Counterparts

The Agreement may be executed in multiple counterparts, each treated as part of the same agreement.

36.13 Headings

Headings and titles are for convenience and organization and do not independently limit the substantive meaning of the provisions.

36.14 Construction

The Agreement shall be interpreted reasonably as a whole.

No provision shall be interpreted in isolation where another provision specifically governs the same subject.

36.15 Drafting Participation

The Agreement may be reviewed and negotiated by the Parties and their respective advisers.

To the extent permitted by Applicable Law, no presumption shall arise automatically against a Party merely because that Party or its adviser initially prepared a particular provision.

36.16 References to “Days”

Unless expressly stated otherwise:

(a) “day” means calendar day; and

(b) “Business Day” means a day other than Saturday, Sunday, or an official banking/public holiday applicable to the place where the relevant contractual act must occur.

Where a mandatory law defines a period differently, the mandatory definition controls.

36.17 Time Zones

Where a contractual deadline depends upon a specific time, the applicable Schedule or notice should identify the relevant time zone.

If not identified, interpretation shall reasonably consider the place of required performance and the Parties' course of dealing.

36.18 Currency Symbols

A dollar sign or similar currency symbol shall be interpreted according to the currency expressly identified in the License Schedule or applicable financial document.

No currency should be assumed where multiple countries use a similar symbol and the distinction is material.

36.19 Language

The controlling contractual language shall be identified in the License Schedule where translations are provided.

A translation may be supplied for convenience or legal compliance.

36.20 No Assignment by Informal Credentials Transfer

Providing another Person with login credentials does not validly transfer ownership of the Trade Exchange Business or assign this Agreement.

Transfers must comply with Article 30.

36.21 No Implied Financial Fiduciary Relationship

Use of financial terminology, Trade Credit, account balances, transaction ledgers, or payment-related functionality does not itself create a trust, fiduciary, banking, deposit, escrow, or custodial relationship unless the applicable legal structure actually creates such a relationship.

36.22 Compliance With Mandatory Orders

A Party may comply with a lawful binding order notwithstanding another provision of this Agreement.

The Party should preserve unaffected contractual rights where legally possible.

36.23 Cumulative Remedies

Except where the Agreement expressly provides an exclusive remedy, contractual remedies are cumulative to the extent permitted by Applicable Law.

A Party may not obtain duplicative recovery for the same injury.

36.24 Equitable Relief

A Party may seek equitable relief where legally available and appropriate, particularly concerning:

(a) intellectual property;

(b) Confidential Information;

(c) Data;

(d) security credentials;

(e) unauthorized Territory sale;

(f) ownership rights;

(g) wrongful asset transfer; and

(h) other matters for which monetary damages may be inadequate.

36.25 Expenses

Except as otherwise provided, each Party bears its own costs of negotiating and performing the Agreement.

Costs expressly allocated to one Party remain that Party's responsibility.

36.26 Survival

Provisions intended by their nature or express wording to continue after termination survive according to Article 29.

37.1 Objective of Consistency

Countertrade intends the contractual package to accurately reflect the material commercial proposition presented to Licensee before purchase.

The Parties therefore distinguish among:

(a) binding contractual commitments;

(b) Financial Performance Representations;

(c) illustrative examples;

(d) general promotional statements;

(e) legally required disclosures;

(f) third-party statements; and

(g) statements superseded before execution.

37.2 Material Website Commitments

Where a Website Material makes a clear and material representation concerning:

(a) ownership;

(b) License Fee;

(c) Trade Credit Capacity;

(d) permanent rights;

(e) Territory;

(f) exclusivity;

(g) included Business Resources;

(h) a guarantee;

(i) refund rights;

(j) retention of the Trade Exchange after refund;

(k) continued support after refund;

(l) management term;

(m) revenue-sharing percentages;

(n) material deliverables; or

(o) another central element of the transaction,

the final contractual package should expressly address that subject rather than relying solely on a broad integration clause.

37.3 No Integration-Clause Cure for Fraud

Nothing in this Agreement is intended to eliminate liability for fraud, fraudulent inducement, intentional material misrepresentation, or another claim that Applicable Law does not permit the Parties to waive through an integration clause.

37.4 Superseded Website Content

A Website Material may be superseded before execution where:

(a) the updated term is disclosed clearly;

(b) Licensee receives the operative contractual term before becoming bound;

(c) any Mandatory Disclosure is updated where required;

(d) required waiting periods are observed; and

(e) the change is not concealed.

37.5 Website Changes After Execution

A later website change does not automatically amend Licensee's executed Agreement.

Countertrade may update public marketing for future purchasers without altering Licensee's existing material rights unless:

(a) the Parties agree to an amendment;

(b) the Agreement expressly provides for the relevant change; or

(c) Applicable Law requires modification.

37.6 Financial Performance Disclosure Controls Claims

Financial Performance Representations presented to Licensee should be reconciled with the applicable:

Financial Performance, Revenue Projection & Earnings Claims Disclosure.

Where Applicable Law requires a prescribed form or substantiation, the prescribed requirements control.

37.7 Guarantee Addendum Controls Guarantee

A specific guarantee appearing in Website Materials shall be governed by the applicable Guarantee Addendum.

The Addendum should define—not erase—the material guarantee that formed part of the accepted offer.

37.8 Territory Addendum Controls Territory

Territory and exclusivity representations shall be governed by the Territory & Exclusivity Addendum.

The Addendum shall identify any material exceptions before execution.

37.9 Resource Schedule Controls Deliverables

The Resource Schedule shall provide the definitive inventory of material Business Resources included with the Selected License Tier.

The Parties should not rely on an undefined statement such as:

“everything included”

where a precise inventory can reasonably be provided.

37.10 Platform Schedule Controls Technology Rights

The Platform, Technology & Intellectual Property Schedule shall govern detailed ownership, licensing, hosting, source-code, update, support, provider, and post-termination technology rights.

37.11 Managed Operations Agreement Controls Management

The Managed Operations Agreement governs Done-for-You Management.

No ordinary support provision shall be interpreted to substitute for the separately negotiated management economics.

37.12 Application Statements

Information supplied by Licensee in the application may be incorporated into the Agreement where:

(a) relevant;

(b) accurate;

(c) identified as incorporated; and

(d) not superseded by the License Schedule.

37.13 Application Certification

An application checkbox stating “I Accept and Certify” or similar language shall not, by itself, be treated as Licensee's acceptance of a lengthy agreement or disclosure that was not reasonably made available to Licensee before acceptance.

The website implementation should maintain appropriate separate acceptance records for material agreements and disclosures.

37.14 Separate Acceptance Where Appropriate

Countertrade should use separate affirmative acceptance where legally or commercially appropriate for matters such as:

(a) Master Agreement;

(b) Financial Performance Disclosure;

(c) Guarantee Addendum;

(d) Managed Operations Agreement;

(e) Electronic Contracting Consent;

(f) mandatory franchise or business-opportunity disclosure acknowledgments;

(g) arbitration or jury-waiver provisions where separate treatment is required or prudent; and

(h) other legally significant documents.

37.15 Version Evidence

For electronically accepted documents, Countertrade should retain evidence reasonably capable of establishing:

(a) which version was presented;

(b) when it was presented;

(c) when accepted;

(d) identity or account of accepting Person;

(e) applicable transaction;

(f) applicable License Tier; and

(g) relevant audit trail.

37.16 Conflicts Identified Before Execution

If Countertrade becomes aware before execution that a material website representation directly conflicts with the proposed contract:

(a) the conflict should be investigated;

(b) the operative commercial position should be determined;

(c) the website or contract should be corrected;

(d) affected disclosures should be updated where necessary; and

(e) Licensee should not be asked to sign while a material contradiction remains intentionally unresolved.

37.17 No Silent Reduction of Offer

The final contract shall not intentionally convert a prominently advertised material benefit into a substantially narrower right through obscure language without clear disclosure.

37.18 No Silent Expansion of Offer

Conversely, marketing shorthand shall not be interpreted to grant ownership of:

(a) Countertrade's entire enterprise;

(b) global Countertrade intellectual property;

(c) third-party banks;

(d) payment networks;

(e) regulated licenses;

(f) other Trade Exchanges; or

(g) property clearly outside the purchased business.

37.19 Production Reconciliation

Where a website representation raises a material legal issue that cannot responsibly be resolved solely by drafting, the issue shall be:

(a) identified;

(b) documented in the applicable production compliance or claim register;

(c) submitted for business/legal decision; and

(d) reconciled before the representation or relevant Transaction Document is approved for production use.

37.20 Regulatory Disclosure Takes Priority Where Required

Where Applicable Law prescribes the form, content, timing, or manner of a Mandatory Disclosure, a contractual summary does not substitute for that prescribed disclosure.

38.1 Completion Before Execution

Before the Agreement is presented for final execution, the transaction-specific package should contain, as applicable:

(a) Countertrade's complete contracting legal entity name;

(b) Countertrade's jurisdiction of organization;

(c) Countertrade's notice details;

(d) Licensee's complete legal name;

(e) Licensee's entity jurisdiction where applicable;

(f) Licensee's notice details;

(g) Selected License Tier;

(h) Trade Credit Capacity;

(i) License Fee;

(j) payment structure;

(k) Territory;

(l) exclusivity designation;

(m) duration of core License rights;

(n) applicable Guarantee Addendum;

(o) applicable Resource Schedule;

(p) Platform Schedule;

(q) Financial Performance Disclosure;

(r) management election;

(s) revenue-sharing election where applicable;

(t) the Delaware governing-law framework stated in Article 32;

(u) the binding commercial arbitration framework stated in Article 31;

(v) any mandatory jurisdiction-specific arbitration or judicial particulars required by Applicable Law;

(w) any mandatory jurisdictional riders;

(x) Effective Date; and

(y) all other material transaction-specific information necessary for an enforceable execution copy.

38.2 No Execution With Material Alternatives Unresolved

The final execution copy shall not contain unresolved substantive alternatives concerning:

(a) price;

(b) ownership;

(c) refund amount;

(d) revenue-sharing percentage;

(e) Territory;

(f) exclusivity;

(g) governing law;

(h) dispute-resolution method;

(i) License Term;

(j) guarantee amount;

(k) payment obligations; or

(l) another material commercial term

unless the document expressly requires the Parties to make an election at signing and clearly records the election.

38.3 Authority of Signatory

Each individual signing on behalf of an entity represents that the individual has authority to bind that entity to the Agreement.

38.4 Licensee Acknowledgments

By executing this Agreement, Licensee acknowledges only that:

(a) Licensee has received access to the Agreement before execution;

(b) Licensee has had an opportunity to review it;

(c) Licensee has had an opportunity to seek independent professional advice;

(d) Licensee understands that projections differ from express guarantees;

(e) Licensee understands that Trade Credit is not automatically cash or legal tender;

(f) Licensee understands that regulated third-party services may require separate approval;

(g) Licensee understands the distinction between ownership of the Trade Exchange Business and ownership of Countertrade Intellectual Property;

(h) Licensee understands that applicable mandatory law is not waived by the Agreement;

(i) Licensee understands and agrees that Covered Disputes are subject to binding commercial arbitration under Article 31, subject to the limited court relief and mandatory-law exceptions stated there; and

(j) Licensee intends to enter into the Agreement.

These acknowledgments do not establish that a legally required disclosure was provided if it was not actually provided.

38.5 Countertrade Acknowledgments

By executing this Agreement, Countertrade acknowledges that:

(a) the License Schedule states the transaction-specific commercial terms approved for Licensee;

(b) Countertrade intends to provide the Business Resources incorporated into the transaction;

(c) Countertrade recognizes Licensee's ownership rights as defined in this Agreement;

(d) Countertrade will honor express Territory rights according to the Territory Addendum;

(e) Countertrade will honor an applicable Guarantee Addendum according to its terms;

(f) Countertrade's general disclaimers do not extinguish an express guarantee;

(g) Countertrade will not knowingly substitute a materially different accepted document after electronic execution; and

(h) Countertrade intends to be legally bound by the Agreement subject to Applicable Law.

38.6 Independent Advice

Each Party acknowledges that it may consult independent:

(a) legal counsel;

(b) accountants;

(c) tax advisers;

(d) regulatory advisers;

(e) technology advisers;

(f) financial advisers; and

(g) other professionals

before execution.

38.7 No Attorney-Client Relationship

Preparation, provision, or use of this Agreement does not itself create an attorney-client relationship between Licensee and any lawyer or legal professional who has not expressly undertaken to represent Licensee.

38.8 Counterparts and Electronic Signatures

The Agreement may be executed:

(a) manually;

(b) electronically;

(c) in counterparts; or

(d) through another legally recognized signature method.

Electronic signatures are subject to Article 34 and Applicable Law.

38.9 Effective Execution

Execution becomes effective according to:

(a) the Effective Date;

(b) any mandatory disclosure period;

(c) any applicable cooling-off or waiting period;

(d) any required registration or approval;

(e) the applicable electronic-signature process; and

(f) Applicable Law.

For any transaction subject to a mandatory pre-sale disclosure or waiting-period regime, that timing requirement must be observed rather than displaced by the signature date.

The Parties have caused this Master Trade Exchange Business License & Setup Agreement to be executed by their duly authorized representatives.

COUNTERTRADE

Legal Contracting Entity:

Countertrade Pte Ltd

By: ______________________________________

Name: ____________________________________

Title: _____________________________________

Date: _____________________________________

Authorized Electronic Signature ID, if applicable:

________________________________________________

LICENSEE

Licensee Legal Name:

As identified in the executed License Schedule.

By: ______________________________________

Name: ____________________________________

Title/Capacity: _____________________________

Date: _____________________________________

Authorized Electronic Signature ID, if applicable:

________________________________________________

The Parties acknowledge that the following documents form part of the transaction only to the extent identified as applicable in the executed License Schedule:

1. Trade Exchange License Order Form & License Schedule

2. Resource and Deliverables Schedule

3. Territory & Exclusivity Addendum

4. Platform, Technology & Intellectual Property Schedule

5. 90-Day Trade Exchange Launch Guarantee & Refund Addendum, if applicable

6. Financial Performance, Revenue Projection & Earnings Claims Disclosure

7. Electronic Contracting, Records & E-Signature Consent

8. Done-for-You Trade Exchange Management & Revenue Share Agreement, if elected

9. Any applicable jurisdiction-specific disclosure, rider, or amendment required by Applicable Law.

This Trade Exchange License Order Form & License Schedule (this “License Schedule”) is entered into under and forms part of the Master Trade Exchange Business License & Setup Agreement — V181.86 (the “Master Agreement”). Capitalized terms not defined here have the meanings assigned in the Master Agreement.

The Effective Date remains subject to any mandatory pre-sale disclosure period, waiting period, registration, approval, or other requirement of Applicable Law that must be satisfied before the transaction becomes binding or payment may lawfully be accepted.

2.1 This License Schedule supplies the transaction-specific elections, amounts, dates, identifiers, and approved variations required by the Master Agreement. It does not replace the Master Agreement.

2.2 The Transaction Documents shall be interpreted harmoniously. If they cannot reasonably be reconciled, the order of precedence in Article 2.4 of the Master Agreement controls. In summary, mandatory Applicable Law and mandatory regulatory disclosures control first; then a later executed amendment expressly modifying a provision; then this License Schedule for transaction-specific elections; followed by the subject-specific Territory, Guarantee, Done-for-You Management, Platform/IP, Financial Performance, and Electronic Contracting documents within their stated subjects; then the Master Agreement; then the Website Terms of Use and other marketing materials to the limited extent stated in the Master Agreement.

2.3 This License Schedule cannot be used to erase or narrow an express Guarantee, Permanent Exclusive Territory right, ownership protection, mandatory disclosure, statutory right, or another protection governed by a more specific applicable document or non-waivable law.

2.4 No blank or incomplete material field affecting price, License Tier, Trade Credit Capacity, payment obligations, ownership, Territory, exclusivity, License duration, Guarantee rights, Done-for-You Management, Revenue Share, or another material commercial term shall be resolved after execution by unilateral inference.

2.5 A later website change or internal policy does not automatically amend an executed transaction. A material amendment must comply with the amendment requirements of the Master Agreement and any non-waivable Applicable Law.

3.1 This execution form intentionally records only the License Tier selected for this transaction. A general catalogue or historical tier matrix is not incorporated into the executed transaction merely because it appeared in an earlier V181.86 website, application, presentation, or draft.

3.2 The accepted application, order, invoice, or transaction record used to establish the selected commercial terms shall be identified below. If that record conflicts materially with this execution copy, the conflict must be reconciled before signature rather than left to implication.

3.3 Removing a general tier matrix from this execution form does not reduce any term actually accepted for the selected transaction. It prevents unrelated or superseded catalogue pricing from becoming an unintended contractual term.

Only the completed selected-tier particulars below become operative for this transaction, subject to the Master Agreement and the applicable Schedules and Addenda.

4.1 Trade Credit Capacity is the nominal Platform issuance capacity associated with the Selected License Tier as defined in the Master Agreement. It is not cash, a bank deposit, legal tender, a cash loan funded by Countertrade, or a representation that the entire capacity can be converted to cash.

4.2 Projected monthly or annual income is a Financial Performance Representation, not a contractual guarantee merely because it is recorded here. An amount becomes guaranteed only if an applicable executed Guarantee Addendum expressly identifies it as a guaranteed result and defines the governing conditions and remedy.

4.3 If a website, application, sales communication, invoice, or historical draft states a different fee, capacity, tier name, projection, or resource count for this same transaction, Countertrade shall reconcile the inconsistency before execution and preserve the accepted material commercial proposition unless a lawful, clearly disclosed change is agreed before the Licensee becomes bound.

5.1 The License Fee is separate from any Done-for-You Management fee, advertising budget, third-party provider charge, Card Program charge, Tax, government fee, optional upgrade, Transaction Fee, or other amount not expressly stated as included.

5.2 Payments remain subject to any applicable Guarantee, refund, rescission, cooling-off, cancellation, or other non-waivable right established by the Transaction Documents or Applicable Law.

5.3 No undisclosed mandatory payment obligation may be imposed after execution through a website update, unpublished internal policy, or unilateral recharacterization of an optional service.

5.4 Any later payment accommodation, deferred arrangement, or installment modification must be documented without silently changing ownership, Territory, Guarantee, or other substantive rights unless the amendment expressly and validly does so.

6.1 Licensee’s 100% ownership of the Trade Exchange Business is distinct from ownership of Countertrade Intellectual Property, third-party software, regulated licenses, banks, payment networks, or other assets that the Master Agreement or Platform Schedule identifies as licensed, hosted, or third-party property.

6.2 Where the accepted commercial proposition states that ownership or core operating rights are permanent or paid-up, this License Schedule shall not silently convert those rights into an ordinary fixed-term rental or subscription. The Platform Schedule shall state the duration and continuity of the core operational rights necessary to give effect to the purchased business.

6.3 A departure from the 100% ownership structure stated above is ineffective unless it is specifically disclosed, commercially approved, legally permissible, and documented in a later executed amendment that expressly identifies this Section and the ownership right being modified.

7.1 Where the accepted offer uses “one owner, one exchange, permanent rights,” “permanent exclusive Territory,” or substantially equivalent language, the Transaction Documents shall implement that proposition as a Permanent Exclusive Territory subject to the precise boundary, disclosed exceptions, lawful transfer provisions, and mandatory Applicable Law stated in the Territory & Exclusivity Addendum.

7.2 Countertrade shall not knowingly sell, license, or represent the same protected Territory as available for a competing independent Trade Exchange owner while Licensee’s Permanent Exclusive Territory rights remain valid.

7.3 Any material exception involving reserved accounts, national or multinational accounts, digital solicitation, passive website visibility, inbound inquiries, inter-exchange activity, cross-border Transactions, or continuation conditions must be disclosed in the Territory & Exclusivity Addendum before execution. An unpublished exception does not silently reduce the granted Territory.

7.4 Technology replacement, Platform migration, or termination of an unrelated optional service does not by itself terminate a valid Permanent Exclusive Territory right. Any effect of a qualifying Guarantee refund upon Territory is governed by the Guarantee Addendum and Territory & Exclusivity Addendum.

8.1 The definitive Business Resources included in the purchase are the items identified in the incorporated Resource and Deliverables Schedule. A website resource count or “everything included” statement does not substitute for the itemized incorporated Schedule.

8.2 The Resource Schedule shall classify material items as transferred Licensee Assets, perpetual or continuing licensed assets, term-limited licensed assets, configured Platform functionality, setup or implementation services, training or support resources, third-party services requiring approval, third-party services requiring recurring fees, or optional services not included in the License Fee.

8.3 Countertrade shall not knowingly replace a material included resource with a materially inferior substitute merely through an internal list change. Substitutions, upgrades, or technology migrations remain governed by the Master Agreement, applicable Schedule, and any express continuity obligation.

☐ OWNER-OPERATED MODEL — Licensee operates the Trade Exchange Business using the Platform, Business Resources, training, support, and other rights included in the transaction. No Done-for-You Management fee or Revenue Share applies unless separately elected.

☐ DONE-FOR-YOU MANAGED MODEL — Licensee retains 100% ownership while Countertrade or an authorized service provider performs only the delegated management functions stated in an executed Done-for-You Trade Exchange Management & Revenue Share Agreement.

9.1 No Revenue Share percentage is operative unless the executed management agreement identifies which Party receives each percentage, the objectively defined revenue base, permitted deductions, Taxes, refunds, chargebacks, reversals, payment timing, reporting, audit rights, and post-termination treatment.

9.2 Done-for-You Management does not transfer ownership of the Trade Exchange Business, Permanent Exclusive Territory, Licensee Assets, or Owner Reserved Matters to Countertrade. Management authority is limited by the Master Agreement and the executed management agreement.

9.3 Advertising funding is separate from the License Fee and Management Fees unless this Schedule and the management agreement expressly state otherwise. Any required amount, spending method, accounting treatment, and Guarantee consequence must be disclosed before execution.

☐ 90-Day Trade Exchange Launch Guarantee & Refund Addendum APPLIES to this transaction.

☐ Guarantee Addendum DOES NOT APPLY to this transaction because no such Guarantee formed part of the accepted offer.

10.1 If the accepted V181.86 offer includes a 90-day Guarantee, full refund, “every cent back,” retention of the Trade Exchange, continuing Platform rights, brand or materials rights, continuing support, Permanent Exclusive Territory, or a stated generated-income Guarantee, the Guarantee Addendum must define and preserve the operative commercial meaning of those representations.

10.2 A general earnings disclaimer, integration clause, limitation-of-liability provision, or termination provision does not silently extinguish a specific express Guarantee incorporated into the transaction.

10.3 No material Guarantee condition, exclusion, forfeiture event, or measurement rule may be added after execution through an unpublished policy or unilateral internal practice.

11.1 The disclosure shall identify the Financial Performance Representations materially presented in connection with this transaction, including the selected tier’s projected monthly or annual income and any specific amount separately incorporated as a guaranteed result.

11.2 Acknowledgment of receipt confirms receipt only. It does not waive any requirement that a representation be accurate, non-misleading, substantiated where required, lawfully presented, or accompanied by any mandatory disclosure.

11.3 A Financial Performance Representation that is not expressly incorporated as a Guarantee remains a projection, illustration, estimate, target, or other non-guaranteed representation according to the Master Agreement and the Financial Performance Disclosure.

12.1 The Platform Schedule controls detailed ownership, licensing, hosting, updates, security, Data, source-code treatment, continuity, and third-party service rights. It must distinguish Licensee Assets from Countertrade Intellectual Property and third-party property.

12.2 Where the Guarantee Addendum states that Licensee retains the Platform or continuing Platform rights after a qualifying refund, the Guarantee Addendum and Platform Schedule together shall define the continuing operational license, hosting, updates, support, third-party costs, and duration. A general termination clause shall not defeat those specific retained rights.

12.3 A payment-network brand, bank, payment processor, Card Program, cash-conversion provider, or other regulated third-party service remains subject to independent approval and applicable provider terms unless the Transaction Documents expressly and lawfully state otherwise.

13.1 Any delivery or launch period stated here must be reconciled with the accepted Website Materials, Resource Schedule, Platform Schedule, and Guarantee Addendum before execution.

13.2 A dependency controlled by a third-party provider or Governmental Authority shall not be represented as entirely within Countertrade’s unilateral control. This does not excuse Countertrade from performing obligations that remain within its control or from honoring an express Guarantee according to its terms.

13.3 Delivery of core Trade Exchange resources does not by itself establish that every optional or regulated third-party service has been approved or activated.

The following items are not part of the License Fee unless expressly marked “Yes” and described below:

14.1 A known mandatory recurring cost necessary to obtain the advertised core functionality shall be disclosed before execution. Optional services must not be presented as mandatory after payment unless the Licensee separately elects them.

14.2 Third-party charges may change according to provider terms or Applicable Law, but a material known charge existing at execution should be identified with reasonable clarity where it is required for a core contracted function.

Before Countertrade accepts a binding payment or commitment where Applicable Law requires prior disclosure, waiting periods, registration, filing, approval, or another pre-sale step, the applicable requirement must be completed.

15.1 This Section records the completed regulatory process for the transaction; it does not, by itself, constitute a legal opinion or create a regulatory classification that Applicable Law does not impose.

15.2 No signature, checkbox, integration clause, Delaware choice-of-law clause, or arbitration clause waives a mandatory disclosure, waiting period, rescission right, registration requirement, forum right, or other protection that cannot validly be waived or displaced.

15.3 If a mandatory local requirement conflicts with a transaction term, the transaction shall be modified only to the extent legally necessary while preserving the closest lawful commercial equivalent and all unrelated rights.

16.1 The execution record should preserve evidence of the versions presented and accepted, acceptance timestamps, the identity or authenticated Account used, the applicable transaction, and other legally appropriate audit information.

16.2 Countertrade shall not replace an accepted legal document with a materially different later version and represent the later version as the document originally accepted. Amendments must be separately documented in accordance with the Master Agreement.

16.3 Consent to electronic contracting is separate from consent to marketing by commercial email, SMS, automated messaging, telephone, or another channel where Applicable Law requires separate consent.

17.1 The Delaware governing-law selection does not waive or displace a mandatory franchise, business-opportunity, privacy, securities, sanctions, tax, consumer, registration, disclosure, waiting-period, forum, or other law that legally applies and cannot validly be waived or displaced.

17.2 A Party may seek temporary, preliminary, emergency, or conservatory relief from an emergency arbitrator, the tribunal, or a court of competent jurisdiction where reasonably necessary to preserve the status quo, protect Confidential Information or Intellectual Property, prevent unauthorized Trade Credit activity, protect Data or security, preserve Permanent Exclusive Territory rights, prevent dissipation of assets, or preserve the subject matter of arbitration. Seeking such relief does not waive arbitration of the merits.

17.3 A Party may also seek judicial orders to compel arbitration, stay proceedings, preserve evidence, enforce lawful subpoenas where available, or confirm, vacate, modify, recognize, or enforce an arbitration award to the extent permitted by Applicable Law. These limited proceedings do not create an ordinary court-litigation option for the merits of a Covered Dispute.

Only transaction-specific terms expressly written below and accepted by both Parties form part of this Section. This Section may not be used to contradict a Mandatory Disclosure, defeat an express Guarantee, silently reduce a Permanent Exclusive Territory or ownership right, or conceal a material reduction of the accepted offer.

18.1 A special term affecting a subject governed more specifically by the Territory Addendum, Guarantee Addendum, Done-for-You Management Agreement, Platform Schedule, Financial Performance Disclosure, or Electronic Contracting Consent should identify that subject-specific document and be reconciled with it before execution.

18.2 No handwritten, electronic, or typed insertion is intended to amend mandatory law or another Transaction Document unless the insertion is clearly accepted by authorized representatives and satisfies the amendment requirements of the Master Agreement.

Before execution, mark every applicable item and record the version/date where practicable:

☐ Agreement 1 — Master Trade Exchange Business License & Setup Agreement — Master Execution Form.

☐ Agreement 2 — This Trade Exchange License Order Form & License Schedule.

☐ Resource and Deliverables Schedule.

☐ Territory & Exclusivity Addendum.

☐ Platform, Technology & Intellectual Property Schedule.

☐ 90-Day Trade Exchange Launch Guarantee & Refund Addendum, if applicable.

☐ Financial Performance, Revenue Projection & Earnings Claims Disclosure.

☐ Electronic Contracting, Records & E-Signature Consent.

☐ Done-for-You Trade Exchange Management & Revenue Share Agreement, if elected.

☐ Required franchise, business-opportunity, or other Mandatory Disclosure, if applicable.

☐ Applicable jurisdiction-specific rider(s), registration, filing, exemption, or purchase-eligibility record.

☐ Privacy Policy / applicable Personal Data disclosures.

☐ Application / Order / Checkout / Purchase Acceptance record, if incorporated.

☐ Other required document(s): ______________________________________________.

19.1 A checked item becomes part of the transaction only to the extent the Master Agreement, this License Schedule, or that document provides for incorporation or application. The checklist does not elevate a document above the order of precedence in the Master Agreement.

By signing this License Schedule, Licensee acknowledges the following without waiving any right or protection that Applicable Law makes non-waivable:

20.1 The Selected License Tier, License Fee, Trade Credit Capacity, payment structure, Territory, operating model, and other completed transaction-specific terms in this Schedule are the commercial selections recorded for this purchase.

20.2 A general tier catalogue is not part of the executed transaction merely because it appeared in an earlier website or draft; the selected transaction fields and incorporated documents control according to the Master Agreement.

20.3 Projected income figures are Financial Performance Representations and are not guaranteed merely because they were presented or recorded; an express guaranteed result is governed by the applicable Guarantee Addendum.

20.4 Trade Credit Capacity is not cash, a bank deposit, legal tender, or an unconditional cash-redemption promise.

20.5 Licensee owns 100% of the Trade Exchange Business as stated in Section 6, while Countertrade Intellectual Property and identified third-party property remain owned or licensed according to the Master Agreement and Platform Schedule.

20.6 Permanent Exclusive Territory rights, where granted, are governed by the Territory & Exclusivity Addendum and are not silently displaced by a general provision elsewhere.

20.7 Regulated banking, Card Program, payment, cash-conversion, or other third-party services may require independent approval and separate provider terms.

20.8 Licensee has received or had legally sufficient access to the incorporated documents identified as applicable before execution, subject to any stricter delivery timing required by Applicable Law.

20.9 Licensee may consult independent legal, tax, accounting, regulatory, technology, financial, or commercial advisers before execution, but no separate counsel-approval condition is created by this acknowledgment.

20.10 No blank material field is intended to be resolved later by unilateral inference, and no post-signature website change automatically amends the executed transaction.

20.11 Covered disputes are governed by the binding commercial arbitration framework stated in Section 17 and Articles 31–32 of the Master Agreement, subject to mandatory Applicable Law and the limited judicial remedies preserved there.

By signing this License Schedule, Countertrade certifies through its authorized signatory that:

21.1 Countertrade Pte Ltd is the contracting Countertrade entity for this transaction unless a later valid assignment or assumption occurs under the Master Agreement.

21.2 The Selected License Tier, License Fee, Trade Credit Capacity, payment structure, and other completed commercial terms are the terms approved for this transaction.

21.3 The Business Resources incorporated through the Resource and Deliverables Schedule will be provided subject to the contractual terms and disclosed third-party dependencies governing them.

21.4 Countertrade recognizes Licensee’s 100% ownership rights in the Trade Exchange Business and Licensee Assets as defined in the Master Agreement.

21.5 Countertrade will honor the applicable Territory & Exclusivity Addendum, including Permanent Exclusive Territory protections where granted.

21.6 Countertrade will honor an applicable Guarantee Addendum according to its specific milestones, refund remedies, retained rights, and support obligations, and general disclaimers do not silently extinguish an express Guarantee.

21.7 Countertrade will not knowingly substitute a materially different post-signature version of an accepted contractual document and represent it as the version originally accepted.

21.8 Any known material conflict between this Schedule and the accepted commercial proposition has been resolved or expressly disclosed before execution.

21.9 The locked Delaware governing-law and binding commercial arbitration architecture has not been replaced by an unresolved court-versus-arbitration alternative.

This License Schedule becomes part of the Master Agreement when validly executed, subject to any mandatory pre-sale disclosure period, cooling-off period, registration requirement, approval, or other Applicable Law affecting the lawful Effective Date or acceptance of payment.

Electronic signatures, counterparts, audit records, and version evidence are governed by the Master Agreement and the applicable Electronic Contracting, Records & E-Signature Consent.

A. The V181.86 Trade Exchange offering presents approved Territories as exclusive ownership opportunities tied to a defined geographic market.

B. The commercial proposition may describe an approved Territory using concepts such as “One Owner. Permanent Control.”, “One owner. One exchange. Permanent rights.”, or substantially equivalent language.

C. Licensee has selected or applied for the Territory identified in this Territory Addendum in connection with Licensee’s acquisition of a Trade Exchange Business.

D. The Parties intend this Territory Addendum to state precisely the Territory granted, its geographic boundaries, exclusivity, Countertrade-authorized competing ownership restrictions, online and cross-border treatment, reservations, transfer rights, limited conditions affecting permanent rights, duplicate-grant remedies, and the effect of an applicable Guarantee refund or termination.

E. The Parties specifically intend to avoid a structure under which a Territory is prominently sold as permanent and exclusive while undisclosed contractual exceptions later materially eliminate the exclusivity reasonably purchased by Licensee.

NOW, THEREFORE, Countertrade Pte Ltd (“Countertrade”) and the Licensee identified in the applicable License Schedule agree as follows.

1.1 This Territory Addendum is the definitive subject-specific Transaction Document governing Territory identification, reservation, allocation, exclusivity, permanent territorial rights, Countertrade-authorized competing Trade Exchange ownership, local market protection, digital and cross-border territorial issues, Reserved Accounts, expansion, transfer, abandonment or non-operation where expressly applicable, change in law, territorial remedies, Guarantee-related Territory survival, and other Territory matters expressly addressed here.

1.2 This Territory Addendum is incorporated into and forms part of the Master Trade Exchange Business License & Setup Agreement — V181.86 (the “Master Agreement”) and the Trade Exchange License Order Form & License Schedule — V181.86 (the “License Schedule”). Capitalized terms not defined here have the meanings assigned in the Master Agreement or, where transaction-specific, the License Schedule.

1.3 The order of precedence in Article 2.4 of the Master Agreement applies. The License Schedule controls transaction-specific elections, including which Territory and status were selected; this Territory Addendum controls the detailed meaning, boundaries, protections, exceptions, continuation, transfer, and remedies for Territory and exclusivity. A Guarantee Addendum controls special retained Territory rights following a qualifying Guarantee failure or refund within its stated subject.

1.4 A general provision in Website Terms of Use, Operating Policies, a Platform policy, FAQ, support policy, later website update, internal Countertrade policy, or another document that does not validly amend this Territory Addendum shall not reduce Licensee’s material territorial rights.

1.5 Where the License Schedule identifies the Territory as Permanent Exclusive Territory, no ordinary fixed expiration date shall be inferred merely because a management agreement, revenue-sharing arrangement, support program, third-party service, or another component has a shorter term, or because Platform technology changes.

1.6 Mandatory Applicable Law and mandatory regulatory disclosures control to the extent they cannot validly be waived or displaced. Where such law requires modification of a territorial structure, the modification shall be limited to what the law requires and Article 20 applies.

2.1 “Approved Market” means the objectively identifiable geographic market approved for Licensee and constituting the Territory identified in the License Schedule and this Territory Addendum.

2.2 “Competing Trade Exchange” means a separately owned Trade Exchange business authorized by Countertrade or a Countertrade Affiliate to operate as another owner-level local Trade Exchange within substantially the same protected Approved Market. It does not include Licensee’s own approved branch or expansion, an exchange located outside the Territory merely because its Members engage in lawful cross-border Transactions, Countertrade’s network infrastructure, a Regulated Service Provider, an ordinary Member, or another arrangement expressly identified as non-competing.

2.3 “Exclusive Territory” means a Territory in which Countertrade has contractually agreed that Licensee is the sole independent Trade Exchange owner authorized by Countertrade for the protected local market, subject only to express reservations stated in this Territory Addendum and mandatory Applicable Law.

2.4 “Local Market Activity” means targeted commercial activity directed principally at establishing, recruiting, developing, or operating the Trade Exchange Business within the protected Territory.

2.5 “Permanent,” when describing Licensee’s Territory, means that the territorial right has no ordinary expiration solely through passage of time and continues unless transferred, voluntarily surrendered, lawfully terminated under an express applicable provision, abandoned under an express applicable abandonment provision, made unlawful by mandatory Applicable Law without a commercially reasonable lawful substitute, extinguished by a final binding legal order, or otherwise ended through a legally effective transaction authorized by the Transaction Documents.

2.6 “Reserved Account” means a specific customer, Member, institution, governmental body, strategic account, or other commercial relationship expressly excluded from Licensee’s territorial exclusivity in the executed Reserved Accounts Schedule. A category is not a Reserved Account merely because Countertrade later labels it one.

2.7 “Territory” means the precise geographic market identified in Article 3 and the executed Geographic Territory Exhibit, map, or other objective boundary description.

2.8 “Territory Conflict” means a situation in which Countertrade has granted or purports to grant territorial rights to two or more independent Trade Exchange owners that materially overlap in a manner inconsistent with an existing exclusive grant.

2.9 “Territory Registry” means Countertrade’s authoritative administrative record, or functionally equivalent system of record, identifying the status of approved, reserved, allocated, transferred, surrendered, disputed, terminated, legally restricted, and available Territories.

2.10 “Territorial Encroachment” means a material interference with a valid Exclusive Territory through a Countertrade-authorized conflicting owner-level grant, unauthorized local competing Trade Exchange authorization, or other conduct described in Article 17. Ordinary lawful cross-border Member commerce and unaffiliated third-party competition are not Territorial Encroachment merely because they occur in or involve the Territory.

3.1 The transaction-specific execution copy shall identify the Territory with enough precision to resolve overlap disputes. Complete the fields below and Schedule 3.