DIGITAL ASSET MANAGEMENT AGREEMENT

This Digital Asset Management Agreement (the "Agreement") is entered into as of [DATE] (the "Effective Date") by and between:

PARTY 1:
[COMPANY_NAME]
Registered Address: [COMPANY_ADDRESS]

PARTY 2:
[CUSTOMER_NAME]
Registered Address: [CUSTOMER_ADDRESS]

(collectively referred to as the "Parties").

WHEREAS, Party 1 provides digital asset management services to its clients, and Party 2 desires to engage Party 1 to provide such services;

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein and for other good and valuable consideration, the sufficiency of which is hereby acknowledged, the Parties hereto agree as follows:

1. DEFINITIONS
1.1 "Digital Assets" shall mean any digital content or files owned or licensed by Party 2.

1.2 "Services" shall mean the digital asset management services provided by Party 1 to Party 2, as further described in Exhibit A attached hereto.

2. APPOINTMENT
2.1 Appointment. Party 2 hereby appoints Party 1 to provide the Services in accordance with the terms and conditions of this Agreement.

2.2 Independent Contractor. Party 1 is an independent contractor and nothing in this Agreement shall be construed to create an employer-employee relationship between the Parties.

3. TERM
3.1 Initial Term. The initial term of this Agreement shall commence on the Effective Date and continue for a period of [TERM_LENGTH] years.

3.2 Renewal. This Agreement may be renewed for additional terms upon mutual agreement of the Parties in writing.

4. PAYMENT
4.1 Compensation. In consideration for the Services provided by Party 1, Party 2 shall pay Party 1 the fees as set forth in Exhibit B attached hereto.

4.2 Payment Terms. Payment shall be made [PAYMENT_MODE] and shall be due within [PAYMENT_DAYS] days of receipt of invoice.

5. CONFIDENTIALITY
5.1 Confidential Information. Each Party agrees to keep confidential any information disclosed by the other Party that is marked as confidential or would be considered confidential by a reasonable person.

5.2 Exceptions. The obligations of confidentiality set forth herein shall not apply to information that (a) is or becomes publicly known through no fault of the receiving Party, (b) is independently developed by the receiving Party without reference to the disclosing Party's confidential information, or (c) is rightfully received from a third party without restriction.

6. INTELLECTUAL PROPERTY
6.1 Ownership. Party 2 retains all rights to the Digital Assets provided to Party 1 for the purposes of the Services.

6.2 License. Party 2 hereby grants Party 1 a non-exclusive, royalty-free, worldwide license to use, reproduce, and distribute the Digital Assets solely for the purpose of providing the Services.

7. LIMITATION OF LIABILITY
7.1 Exclusion of Consequential Damages. In no event shall either Party be liable to the other for any indirect, incidental, special, or consequential damages, including without limitation, lost profits, regardless of the form of action.

7.2 Maximum Liability. The total liability of either Party under this Agreement shall not exceed the total amount paid by Party 2 to Party 1 under this Agreement.

8. TERMINATION
8.1 Termination for Cause. Either Party may terminate this Agreement in the event of a material breach by the other Party that remains uncured after [CURE_DAYS] days' written notice.

8.2 Termination for Convenience. Either Party may terminate this Agreement at any time upon [NOTICE_DAYS] days' written notice to the other Party.

9. GENERAL
9.1 Entire Agreement. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral.

9.2 Amendment. This Agreement may only be amended in writing signed by both Parties.

9.3 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of [GOVERNING_STATE], without regard to its conflict of laws principles.

IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed by their duly authorized representatives as of the Effective Date.

[COMPANY_NAME]
By: ____________________
Name: [AUTHORIZED_NAME]
Title: [AUTHORIZED_TITLE]

[CUSTOMER_NAME]
By: ____________________
Name: [CUSTOMER_REP_NAME]
Title: [CUSTOMER_REP_TITLE]

EXHIBIT A: Services Description
[INSERT DESCRIPTION]

EXHIBIT B: Fee Schedule
[INSERT FEE DETAILS]

End of Agreement.