Service Agreement between Innivotech and YTM Systems
This Partnership Agreement is made and entered into as of September 1, 2024, by and between:

Innivotech, a corporation organized under the laws of California, with its principal office located at 201 Market Street, San Francisco, CA 94103, hereinafter referred to as "Innivotech,"  
YTM Systems, a corporation organized under the laws of New York, with its principal office located at 413 Madison Avenue, New York, NY 10022, hereinafter referred to as "YTM Systems."

WHEREAS Innivotech specializes in software development and related services, and YTM Systems requires the services of Innivotech for a project involving the creation, deployment, and maintenance of custom software applications for internal use.
NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the parties hereby agree as follows:

Article 1: Effective Date and Term
This Agreement shall commence on September 1, 2024, and shall continue for a period of two (2) years, unless terminated earlier in accordance with the terms set forth in this Agreement.

Article 2: Scope of Services
Innivotech agrees to provide the following services to YTM Systems:

a) Development of customized software solutions tailored to YTM Systems’s internal processes.
b) Ongoing software maintenance and technical support for the duration of the Agreement.
c) Quarterly updates and patches to ensure the software remains compatible with evolving business needs.

YTM Systems agrees to provide all necessary resources, access, and information required by Innivotech to perform the services as outlined above.

Article 3: Payment Terms
YTM Systems shall pay Innivotech an annual fee of $500,000, to be paid in four equal installments of $125,000 each, at the beginning of each quarter. The first installment is due within thirty (30) days of the commencement of this Agreement, specifically by September 30, 2024.
In the event of late payment, YTM Systems agrees to pay interest on any overdue amounts at a rate of 1.5% per month.

Article 4: Confidentiality and Data Protection
Both parties acknowledge that, during the term of this Agreement, they may have access to confidential and proprietary information of the other party, including, but not limited to, business plans, strategies, trade secrets, and financial data. Both parties agree to keep such information confidential and not disclose it to any third party without prior written consent from the disclosing party.
The service provider must comply with applicable data protection laws, including but not limited to the General Data Protection Regulation (GDPR) and the California Consumer Privacy Act (CCPA). All data shall be encrypted at rest and in transit, and the provider must implement necessary technical and organizational measures to ensure the security and integrity of company data.

Article 5: Governing Law and Jurisdiction
This Agreement shall be governed by and construed in accordance with the laws of the State of California. Any disputes arising under this Agreement shall be resolved exclusively in the courts located within the State of California.

Article 6: Termination
Either party may terminate this Agreement with sixty (60) days' written notice to the other party. In the event of termination, Innivotech shall be entitled to receive payment for all services rendered up to the effective date of termination.
Upon termination, Innivotech must return all of YTM Systems’s data in a usable, machine-readable format within 30 days. All residual copies of the data must be securely deleted within 60 days of the termination unless otherwise required by law.

Article 7: Intellectual Property Rights
Innivotech retains ownership of all intellectual property rights related to the software developed under this Agreement. YTM Systems is granted a non-exclusive, perpetual license to use the software for its internal business operations.

Article 8: Service Level Agreement and Performance Metrics
The service provider guarantees an uptime of no less than 99.9% for the services provided, excluding scheduled maintenance periods for which the company shall be notified at least 48 hours in advance. The provider shall offer remedies such as service credits or refunds if service availability falls below this threshold.
The service provider shall maintain agreed-upon performance metrics as outlined in the contract, including response times, resolution times for technical issues, and disaster recovery protocols. Failure to meet performance standards shall result in the application of penalties, service credits, or other remedies.

Article 9: Compliance with Local Laws
The provider agrees to comply with all applicable laws, rules, and regulations of the country in which the company is located. This includes, but is not limited to, labor laws, tax laws, environmental regulations, and data protection laws.

Article 10: Export Compliance
The provider agrees to comply with all import and export control laws and regulations of the country in which the company is headquartered. This includes obtaining all necessary licenses, permits, and approvals for the shipment of software or technology and ensuring that no goods or services are provided in violation of local export controls.

Article 11: Environmental and Health Regulations
The provider shall comply with all local environmental regulations, including waste management, emissions standards, and resource conservation laws. The provider agrees to adopt environmentally sustainable practices in accordance with the company’s environmental policy and local legal requirements.

Article 12: Entire Agreement
This Agreement constitutes the entire agreement between the parties and supersedes any prior agreements or understandings, whether written or oral.

Authorized Signatures:
Innivotech: Henrich Davis, Chief Executive Officer

Signature: ___

Date: September 1, 2024  
YTM Systems: Rebecca Olsen, Chief Operating Officer

Signature: ___

Date: September 1, 2024