This Master Enterprise Technology Licensing and Services Agreement ("Agreement") is executed and entered into as of the date of full execution ("Effective Date"), by and between:
IBC LLC (doing business as "Crest Digital Group"), a Wyoming limited liability company having its principal executive address at 30 N Gould St, Ste R, Sheridan, WY 82801, USA ("CDG" or "Licensor"); and
The institutional enterprise or development counterparty designated and executing below ("Licensee").
WHEREAS, Licensor architects, provisions, and maintains sovereign autonomous conversational artificial intelligence nodes, transactional multi-agent pipelines, and HubSpot CRM infrastructure; and
WHEREAS, Licensee desires to acquire an exclusive commercial enterprise license to deploy Licensor's proprietary software architecture and autonomous workflows within designated commercial corridors.
NOW, THEREFORE, the parties agree as follows:
1.1 Exclusive License Grant: Subject to the terms of this Agreement, Licensor grants Licensee a dedicated, non-transferable, exclusive enterprise license to deploy and utilize CDG autonomous artificial intelligence engines within the reserved market corridor.
1.2 Exclusivity Corridor Lock: The specific market or geographical corridor designated during intake is placed under exclusive institutional hold upon execution, precluding competing node deployments within the defined boundary.
2.1 Sovereign Node Deployment: Licensor shall configure dedicated webhook endpoints, autonomous voice processing desks, and enterprise pipeline integrations according to the corridor technical schedule.
2.2 High-Availability Assurance: Licensor warrants high-availability operational uptime, encrypted socket communications, SOC 2 aligned protocols, and continuous data hygiene across active orchestration layers.
3.1 Retainer Fee: Licensee shall remit the agreed statutory deployment retainer specified in the reservation invoice within five (5) business days of execution.
3.2 Performance Royalties: Licensee agrees to remit an ongoing performance royalty of three percent (3%) on attributable closed pipeline revenue transacted across the deployed autonomous architecture.
3.3 Remittance Protocol: Remittances shall be settled monthly via designated institutional SWIFT, Fedwire, or authorized corporate digital settlement channels.
4.1 Intellectual Property: All underlying code, prompt architectures, agent behaviors, webhook pipelines, and workflow models remain the exclusive intellectual property of IBC LLC / Crest Digital Group.
4.2 Confidentiality: Both parties agree that proprietary business structures, operational pipelines, and transaction terms shall remain strictly confidential under mutual NDA standards.
5.1 Jurisdiction: This Agreement shall be construed, interpreted, and governed under the laws of the State of Wyoming, USA, without regard to conflict of law principles.
5.2 Dispute Resolution: Any dispute, controversy, or claim arising out of or relating to this contract shall be settled by institutional arbitration administered by the Singapore International Arbitration Centre (SIAC).
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized corporate signatories.