THIS PROMOTIONAL AND PRODUCTION SERVICES AGREEMENT, entered into and made effective
as of 2024.6.30 (the “Effective Date") by and between HITPAW CO., LIMITED (hereinafter referred to as
“COMPANY”
or “we”), with an address at SUITE 902 ONE MIDTOWN 11 HOI SHING ROAD TSUEN WAN NT HONG KONG and KOC's name, (hereinafter referred to as “PARTNER” or “you”) for the performance of
the
following services:
a. PARTNER acknowledges and confirms as follows: 1) Once you join the ECC, your videos will be featured
by
the Edimakor-related channels to promote and display, and we will mark the source and channel homepage
link;
2) During the term/duration of this Agreement and after the termination or expiration of this Agreement,
you
shall not publicly express any negative comments about COMPANY and its affiliates, and COMPANY's related
brands; 3) Before you start video making, you shall read the video guide (attached) as it includes
detailed
requirements for ECC videos. Note that, you shall follow the assignment letter, we will announce the
requirements for each assignment. For example, the content theme of your videos, the length of videos, the
links, and the hashtags you must add in the description, etc. If we do not require you to share the video
link
with COMPANY for review and written approval of COMPANY before you publish the ECC videos, you can
directly
upload and publish it. And COMPANY will review the video before arranging the payment at the beginning of
each
month. The custom Edimakor download link to put under ECC videos shall be sent after COMPANY receives your
first video link. If you don't receive the custom Edimakor download link in time, please contact COMPANY,
and
ask for it. 4) You shall note that the ECC videos only refer to the videos with Edimakor-related topics.
(tutorial/review... etc). 5) You shall produce 1-4 ECC videos each month and respond with the link (If you
are
informed, you need to create regular videos). You shall confirm that you will be back to LV1 if you
haven't
published any ECC video in a month. 6) The number of videos will depend on the requirements of COMPANY. 7)
The
COMPANY reserves all rights for the final explanation of the aforesaid terms and conditions.
b. Production Services: Design, creation, production, and publishing of video content, in which the
PARTNER
presents HitPaw Edimakor, and Edimakor to the audience. 1) The
placement will occur on the YouTube/Instagram/Facebook/TikTok channel of PARTNER or Edimakor Official. 2)
All
videos that will be published on Edimakor Official should be sent for preview at least 3 business days
before
the scheduled publish date. COMPANY can request modification(s). 3) The length of each VIDEO shall be no
less
than 3 minutes. 4) Logo(s) of COMPANY's product(s) shall be displayed on the thumbnail of VIDEO(s).
Name(s) of
COMPANY's product(s) shall be included in the title of VIDEO(s). 5) PARTNER shall not delete the VIDEO(s)
within one year after the publication, and COMPANY will have the authorization to use the VIDEO(s) while
the
VIDEO(s) is/are alive. 6) Creative freedom will be given to the partner and COMPANY could give some
suggestions for reference. 7) PARTNER will need to create specific VIDEO(S) when there are
Edimakor-related
campaigns or new product launches requested by COMPANY. 8) PARTNER should not promote COMPANY's
competitors,
including but not limited to Adobe, Magix, Final Cut Pro, Movavi, Kizoa, etc., unless it is approved by
COMPANY in advance. 9) During the term of this Agreement, PARTNER can provide similar services to other
companies; however, PARTNER must get COMPANY's prior approval before the cooperation. COMPANY has the
right to
reject PARTNER's request when COMPANY believes it will affect COMPANY's brand and sales.
c. Promotional Services: Media coverage of Production and network activation from PARTNER. 1) PARTNER
shall
provide network activation. Such activation shall consist of regular messages or social network
interaction
from PARTNER on PARTNER's social network accounts, such as Facebook, Instagram, Twitter, etc., to provide
visibility to their respective Production, whose network activation shall minimum consist of one
interaction
on one of the following Social Media: Facebook, Twitter, Instagram. 2) PARTNER does not commit to
communicate
on Social Media related to promoting Edimakor in general, but has the responsibility to engage
on
Social media related to the published video.
(3.) COMPANY'S OBLIGATION a. COMPANY agrees to provide all information and materials reasonably required
to
enable PARTNER to provide the Services listed in this Agreement. COMPANY agrees that all information
disclosed
or to be disclosed to PARTNER is and will be true, accurate, and not misleading in any material respect.
b.
COMPANY's staff - COMPANY will ensure that COMPANY's staff is available to assist to enable PARTNER to
provide
the Services. -Contact Person - COMPANY XXX: (EMAIL) -Contact Person - PARTNER XXX: (EMAIL)
(4.) COMPENSATION / EXPENSES. As complete consideration for the Services to be performed by PARTNER and
for
the grant of any right under this Agreement, COMPANY agrees to pay PARTNER the fees.
(5.) SPECIFIC LIMITATIONS a. PARTNER shall comply with laws and regulations relating to the Production
Services including securing all applicable government approvals, licenses, permits, surety or performance
bonds, etc. b. PARTNER shall obtain all requisite licenses, consents, and permissions for third party
intellectual property used in the Production, including without limitation, performance rights, publicity
rights, music master and synchronization licenses, licenses to use logos, trademarks, tradenames, and
another
third party intellectual property included in the marketing, production and publishing of the Production.
c.
PARTNER shall be responsible for the production and manufacturing of all materials created to promote or
advertise the Production ("Marketing Materials”).
(6.) CONFIDENTIALITY. During PARTNER's performance of the Services, PARTNER may be exposed to certain of
COMPANY non-public information. As a material consideration for COMPANY entering into this Agreement,
COMPANY
agrees that it will not, either during or subsequent to the term of this Agreement, directly or indirectly
disclose any of COMPANY's "Confidential Information.” As used herein, "Confidential Information” shall
include, but may not necessarily be limited to unannounced products, product features, product designs,
product specifications, human-readable source code, marketing plans, financial plans, and any other
information not known to the general public. PARTNER acknowledges and agrees that: (i) all Confidential
Information is proprietary to COMPANY, (ii) that such information is a valuable and unique asset of
COMPANY,
and (iii) unauthorized disclosure or use of such information would result in substantial and irreparable
injury to COMPANY ongoing business for which there would be no adequate remedy at law. Accordingly, in the
event of any breach or attempted or threatened breach of any of the terms of this Section 6, COMPANY
agrees
that COMPANY shall be entitled to seek injunctive and other equitable relief, without limiting the
applicability of any other remedies. This Section 6 shall survive termination or expiration of this
Agreement.
(7.) OWNERSHIP OF WORK PRODUCT COMPANY owns and shall retain all proprietary rights in COMPANY Products,
while COMPANY owns and shall retain all proprietary rights in Promotional channel, including video, still
images, etc., of PARTNER generated in the Production service.
(8.) REPRESENTATION AND WARRANTIES a. COMPANY represents and warrants that: (i) COMPANY has full right
and
power to enter into this Agreement; (ii) COMPANY is the legal owner of COMPANY Products and/or has the
right
to grant the license contained herein without violating any right of any third party, (iii) there is no
actual
or threatened suit by any third party based on an alleged violation of such right by COMPANY; and (iv)
COMPANY
will comply with all applicable statutes, regulations and rules related to its activities and its
performance
hereunder. b. PARTNER represents and warrants to COMPANY that: (a) PARTNER has the full power and
authority to
enter into this Agreement; (b) PARTNER has obtained or will obtain all necessary releases, approvals,
permissions or clearances from PARTNER and third parties in relation to performing the Services; (c)
PARTNER
has obtained the necessary rights from the respective owners of any and all materials which are
incorporated
and/or included in the Production; (d) that there is no actual or threatened suit by any third party based
on
an alleged violation of such right by PARTNER; and (e) PARTNER will at its own cost ensure that the
performance of the Services comply with all applicable statutes, regulations and rules related to its
performance hereunder, and (f) PARTNER shall not do anything which may harm COMPANY's reputation during or
after the term of this Agreement, and the breach of this clause will cause great damage to COMPANY, and
PARTNER agrees to pay not lower than 100,000USD to COMPANY for each breach.
(9.) INDEMNIFICATION Each party agrees that it shall, as part of its obligations hereunder, defend,
indemnify
and hold harmless the other party, its agents and affiliated companies and its respective employees,
directors
and officers from and against any and all damages, expenses, judgments, awards, fines, and fees (including
reasonable attorneys' fees) with respect to any claims or actions brought against them by third parties
which
claims or actions arise out of the indemnifying party's gross negligence or willful misconduct with
respect to
the Promotion, its intellectual property, infringing a third party's rights, or a breach by it of its
obligations and/or representations, provided that: (i) the party requesting indemnification shall have
promptly provided the indemnifying party with written notice thereof and reasonable cooperation,
information,
and assistance in connection therewith, and (ii) the indemnifying party shall have sole control and
authority
with respect to the defense, settlement, or compromise thereof Notwithstanding the foregoing, no party
hereunder shall be responsible for indemnification of any actions or claims which arise due to the failure
of
the party who is requesting indemnification to meet its material obligations hereunder, to the extent such
claim is due to the other party's negligence. The obligations described in Section 9 shall survive the
termination/expiration of this Agreement.
(10.) INSURANCE It is anticipated that PARTNER will maintain insurance coverage consistent with the
standards
of PARTNER's industry while performing the Services.
(11.) TERM AND TERMINATION a. Duration of Agreement - This Agreement will apply from the Commencement
Date
stated in this Agreement, if any, or where no Commencement Date is specified, from the date of signature
of
this Agreement by both parties. This Agreement will continue until the Services have been provided as
stated
in this Agreement, or the Agreement is terminated earlier in accordance with the terms set out below. b.
Termination - COMPANY may terminate this Agreement immediately in the event that: (i) PARTNER engages
directly
or indirectly in any attempt to defraud COMPANY, (ii) a proceeding in bankruptcy or in reorganization or
for
the appointment of a receiver or trustee or any other proceedings under any law for the relief of debtors
shall be instituted by PARTNER; (iii) a bankruptcy proceeding is brought involuntarily against PARTNER and
is
not dismissed within a period of 30 days from the date filed; (iv) if PARTNER makes an assignment for the
benefit of creditors; (v) if PARTNER posts COMPANY's brand related video without the approval from COMPANY
3
days prior to the scheduled publish date, COMPANY shall have the right, within its sole discretion, to
terminate any or all of the PARTNER's Services upon thirty (30) days prior written notice to PARTNER.
COMPANY
shall not be liable to PARTNER for any further charges with respect to the Services being so terminated,
except for such work which PARTNER can demonstrate was properly performed prior to the effective date of
termination. In the event of termination hereunder, PARTNER shall: (i) take all steps reasonably necessary
to
assure the full continuation of the Services through the effective date of termination, and (ii) cooperate
in
the transitioning of such Services back to COMPANY or to COMPANY's assigned vendor. Except as provided
herein,
any such termination shall be without any further liability hereunder for any reason whatsoever. c. Effect
of
Termination - The termination or expiration of this Agreement shall not affect any of the provisions of
this
Agreement which are expressly or by implication to continue in force after such termination or expiration.
(12.) NOTICES To be effective, all communications and notices relating to modification of this Agreement
are
to be sent in written form via e-mail. DocuSign will be used for eSignature and contract management, and
early
notice will be given if any tools will be used or replaced.
(13.) GOVERNING LAW Any dispute arising hereunder shall be resolved in accordance with the laws of the
United
States before a court of appropriate jurisdiction, located in the resort of Divert Living.
(14.) GENERAL No right or interest in this Agreement, nor any obligation owed from PARTNER to COMPANY,
shall
be assigned and/or delegated by PARTNER without the prior written permission of COMPANY. This Agreement
may
not be modified except by an instrument in writing signed by all parties to this Agreement. Either party's
waiver of any breach or failure to enforce any of the terms and conditions of this Agreement at any time
shall
not in any way affect, limit, or waive such party's right thereafter to enforce and compel strict
compliance
with every term and condition thereof. In case any term of this Agreement shall be held invalid, illegal,
or
unenforceable in whole or in part, neither the validity of the remaining part of such term nor the
validity of
any other term shall be in any way affected thereby. All remedies provided herein are cumulative and not
exclusive of any remedies provided by law or equity. In the event of any litigation between the parties
hereto
with respect to this Agreement, the prevailing party (the party entitled to recover the costs of suit)
shall
be entitled to recover reasonable attorneys' fees in addition to such other relief as the court may award.
At
all times hereunder, PARTNER shall act in the capacity of an independent contractor of COMPANY. This
Agreement
does not create an employer-employee relationship between COMPANY and PARTNER. This Agreement shall be
deemed
to appoint the PARTNER as a service provider for COMPANY, for the sole purpose defined herein. Neither
party
shall have the authority to bind the other to any obligation or liability except as provided in this
Agreement. Except as otherwise provided herein, the rights and obligations of the parties hereto shall
survive
any termination of this Agreement. This Agreement shall become effective upon the complete execution of
the
Agreement by a representative of each party, shall constitute the complete agreement between the parties
hereto and supersedes all prior communications and agreements between the parties with respect to the
subject
matter hereof and may not be modified or otherwise amended except by further writing executed by both
parties
hereto, which writing makes specific reference to this Agreement.
IN WITNESS WHEREOF, the parties hereto by their duly authorized representatives have executed this
Agreement
upon the date first set forth above.