Matching Agreement for Clients

This Talent Matching Agreement ("Agreement") is entered into by and between you, the entity agreeing to the terms of and executing this Agreement ("you" or "Client") and Techamana LLC, a Pennsylvania limited liability company, with a mailing address at 112 N Flowers Mill Rd, Unit# 410, Langhorne, PA, 19047, United States ("Techamana").

In consideration of the mutual promises, covenants, and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

By accepting this Agreement, you acknowledge that you have read, understood, and agree to be bound by the terms and conditions herein. You further acknowledge that this Agreement, including any agreed PES (defined below), constitutes a binding contract between you and Techamana, regardless of whether it is executed electronically or physically signed. You represent that you have the authority to contractually bind the company, business, or other legal entity ("Client Entity") on whose behalf you are accepting this Agreement. If you do not have such authority, or if you do not agree with the terms and conditions of this Agreement, you must not accept this Agreement, and you may not access or use the Services.

1. Services; Project Engagement Specifications; Client Responsibilities.

1.1 Services

Techamana operates a curated network of skilled independent professionals ("Freelancers") specializing in various technical and creative disciplines. Techamana provides matching services to connect Clients with appropriate Freelancers based on project requirements, facilitates engagement management, handles payment processing, and provides related administrative support (collectively, the "Services"). When Client expresses interest in engaging a Freelancer, Techamana will prepare a Project Engagement Specification ("PES") outlining the proposed engagement terms for Client's review and approval.

1.2 Project Engagement and PES

Each PES will detail the scope of work to be performed by the Freelancer (the "Project"), compensation structure, estimated timeline, deliverables, and any engagement-specific terms. All PES documents are incorporated into and governed by this Agreement. In the event of any conflict between this Agreement and a PES, the terms of the PES will prevail, but solely with respect to that specific engagement. Client agrees not to circumvent Techamana by directly engaging Freelancers introduced through the Services outside of this Agreement.

1.3 Freelancer Replacement

If Client is dissatisfied with a Freelancer's performance, Client may request a replacement by submitting detailed feedback to their Techamana representative. Techamana will make commercially reasonable efforts to identify and provide a suitable replacement within a reasonable timeframe. Client acknowledges that the replacement process may require time for proper transition and onboarding of the new Freelancer. Techamana does not guarantee immediate replacement availability for specialized roles or during high-demand periods.

1.4 Client Responsibilities

Client agrees to: (a) provide clear project requirements, expectations, and feedback; (b) grant Freelancers necessary access to systems, information, and resources required to perform the Project; (c) designate a primary point of contact for communication with Techamana and Freelancers; (d) review and provide timely feedback on deliverables; and (e) comply with all payment obligations. Client acknowledges that failure to fulfill these responsibilities may adversely impact Project timelines, deliverables, and overall engagement success.

2. Fees and Payment Terms.

2.1 Methods of Payment

All payments must be made in U.S. Dollars and processed electronically through one of the following methods: credit card, bank wire transfer, ACH transfer, or PayPal. For clients selecting ACH or credit card payment options, Techamana is authorized to automatically process payments for amounts due on their respective due dates. Should Techamana need to pursue collection actions for any undisputed (in good faith) past due amounts, Client agrees to reimburse Techamana for all reasonable collection expenses incurred, including but not limited to attorneys' fees, legal costs, and any applicable arbitration or court fees.

2.2 Payment Terms

Client agrees to pay Techamana the fees specified in each approved PES. Unless otherwise stated in a PES, Techamana will invoice Client bi-weekly for Services rendered. All invoices are due within fifteen (15) calendar days of the invoice date. Overdue payments are subject to a late payment fee of 1.5% per month (or the maximum rate permitted by applicable law, whichever is less). All fees are exclusive of applicable taxes, which are Client's responsibility. Techamana reserves the right to suspend Services if Client's account becomes delinquent until all outstanding amounts are paid in full.

3. Term and Termination.

This Agreement commences on the date of acceptance and continues until terminated in accordance with its terms. Either party may terminate this Agreement or any individual PES with ten (10) days' prior written notice. Additionally, either party may terminate immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within fifteen (15) days of receiving written notice. Upon termination, Client shall pay all outstanding fees for Services rendered through the effective date of termination. Sections 4, 5, 6, 7, 8, and 9 shall survive any termination or expiration of this Agreement.

4. Confidentiality.

Each party agrees to maintain the confidentiality of any proprietary or non-public information disclosed by the other party in connection with this Agreement ("Confidential Information"). Each party will: (a) use the same degree of care to protect Confidential Information as it uses to protect its own confidential information of similar nature, but no less than reasonable care; (b) use Confidential Information solely in connection with this Agreement; and (c) not disclose Confidential Information to any third party except to its employees, contractors, and advisors who have a need to know and are bound by similar confidentiality obligations. These restrictions do not apply to information that: (i) is or becomes publicly available through no fault of the receiving party; (ii) was known to the receiving party prior to disclosure; (iii) is independently developed by the receiving party without use of Confidential Information; or (iv) is required to be disclosed by law or legal process.

5. Intellectual Property.

Unless expressly specified otherwise in a PES, upon full payment of all applicable fees, Client shall own all right, title, and interest in the deliverables created specifically for Client by Freelancers in the performance of the Project ("Project Deliverables"). Techamana shall ensure that Freelancers assign all intellectual property rights in Project Deliverables to Client. Notwithstanding the foregoing, Techamana and/or Freelancers retain ownership of: (a) any pre-existing materials, tools, methodologies, or technologies used in creating Project Deliverables; (b) general skills, knowledge, and expertise developed during the Project; and (c) any generic, non-client-specific components that may be incorporated into Project Deliverables. Techamana and Freelancers grant Client a non-exclusive, perpetual license to use such retained materials as incorporated into the Project Deliverables.

6. Limitation of Liability.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, REGARDLESS OF THE FORM OF ACTION OR THE BASIS OF THE CLAIM, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TECHAMANA'S TOTAL CUMULATIVE LIABILITY ARISING FROM OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNT OF FEES PAID BY CLIENT TO TECHAMANA DURING THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY. THE PARTIES ACKNOWLEDGE THAT THE LIMITATIONS OF LIABILITY IN THIS SECTION ARE AN ESSENTIAL ELEMENT OF THE BARGAIN BETWEEN THE PARTIES, WITHOUT WHICH TECHAMANA WOULD NOT HAVE ENTERED INTO THIS AGREEMENT.

7. Non-Solicitation.

During the term of this Agreement and for twelve (12) months thereafter, Client agrees not to directly or indirectly solicit, hire, or engage any Freelancer introduced to Client by Techamana, except through Techamana. This restriction applies regardless of whether the Freelancer is actively engaged on a Project for Client at the time of solicitation. If Client breaches this provision, Client agrees to pay Techamana a placement fee equal to fifty percent (50%) of the Freelancer's first-year calculated compensation with Client, as liquidated damages and not as a penalty. Both parties acknowledge that this fee represents a reasonable estimate of the damages Techamana would incur from such a breach, which would otherwise be difficult to calculate precisely.

8. Client Option to Directly Hire Freelancers.

Notwithstanding Section 7, Client may elect to directly hire a Freelancer introduced by Techamana by paying a conversion fee to Techamana ("Direct Hire Fee"). The Direct Hire Fee is calculated based on the duration of the Freelancer's engagement through Techamana prior to direct hiring:

• Less than 3 months of engagement: 30% of the Freelancer's calculated annual compensation with Client
• More than 3 months of engagement: 25% of the Freelancer's calculated annual compensation with Client

To exercise this option, Client must: (a) notify Techamana in writing of its intent to directly hire the Freelancer; (b) provide Techamana with documentation verifying the Freelancer's calculated annual compensation; and (c) pay the Direct Hire Fee in full prior to finalizing the direct hire. Upon receipt of payment, Techamana will release Client and the Freelancer from the non-solicitation restrictions in Section 7 with respect to that specific Freelancer only. This option is available only for Freelancers who have been actively engaged on Client projects and in good standing with both Techamana and Client.

9. Governing Law and Dispute Resolution.

This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania, without giving effect to any choice of law or conflict of law provisions. Any dispute, controversy, or claim arising out of or relating to this Agreement shall be resolved exclusively in the state or federal courts located in Bucks County, Pennsylvania, and each party hereby irrevocably consents to the personal jurisdiction and venue of such courts. The parties expressly waive any right to a jury trial regarding disputes related to this Agreement. The prevailing party in any legal action arising out of this Agreement shall be entitled to recover its reasonable attorneys' fees and costs.

10. Miscellaneous.

This Agreement, together with any PES documents, constitutes the entire understanding between the parties concerning its subject matter and supersedes all prior agreements, understandings, or negotiations. This Agreement may only be modified by a written document executed by authorized representatives of both parties. No waiver of any provision of this Agreement shall constitute a waiver of any other provision or of the same provision in the future. If any provision of this Agreement is held invalid or unenforceable, such provision shall be reformed to the extent necessary to make it enforceable, and the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other party, except that Techamana may assign this Agreement to a successor in connection with a merger, acquisition, or sale of all or substantially all of its assets. This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument.

11. Contact Information.

If you have any questions about this Agreement, please contact us at:

Email: info@techamana.com

Techamana LLC
Attn: Legal Department
112 N Flowers Mill Rd,
Unit# 410, Langhorne, PA, 19047,
United States