SERVICES AGREEMENT

This Services Agreement (the "Agreement") is entered into as of January 15,

2025, by and between TechFlow Inc., a Delaware corporation with its principal

offices at 440 Market Street, Suite 1200, San Francisco, CA 94105 (the

"Company") and DataBridge Solutions LLC, a California limited liability

company with its principal offices at 2200 Powell Street, Emeryville, CA

94608 (the "Contractor").

1. SCOPE OF WORK. The Contractor agrees to provide software development

services including but not limited to: (a) backend API development and

integration with third party services; (b) database architecture design,

optimization, and migration from legacy PostgreSQL 9.6 to PostgreSQL 16;

(c) cloud infrastructure provisioning, configuration, and deployment on

Amazon Web Services (AWS) including EC2, RDS, S3, CloudFront, and Lambda;

(d) ongoing maintenance, bug fixes, security patching, and performance

monitoring as described in Exhibit A attached hereto and incorporated by

reference. All services shall conform to the specifications set forth in

the Statement of Work (SOW) dated January 10, 2025.

2. TERM AND TERMINATION. This Agreement shall commence on the Effective Date

and shall continue for an initial period of twelve (12) months (the "Initial

Term"). Thereafter, this Agreement shall automatically renew for successive

twelve (12) month periods (each a "Renewal Term") unless either party provides

written notice of non renewal at least thirty (30) days prior to the

expiration of the then current term. Either party may terminate this Agreement

for cause upon thirty (30) days written notice if the other party materially

breaches any provision of this Agreement and fails to cure such breach within

the notice period.

3. COMPENSATION. The Company shall pay the Contractor a monthly fee of Forty

Two Thousand Five Hundred Dollars ($42,500.00) payable within fifteen (15)

business days of receipt of a valid invoice. Late payments shall accrue interest

at the rate of 1.5% per month or the maximum rate permitted by applicable law,

whichever is lower. The Contractor shall submit detailed invoices itemizing

hours worked, tasks completed, and expenses incurred during the billing period.

4. INTELLECTUAL PROPERTY. All work product, inventions, discoveries, code,

documentation, and materials created by the Contractor in the performance of

services under this Agreement (collectively, "Work Product") shall be the sole

and exclusive property of the Company. The Contractor hereby assigns to the

Company all right, title, and interest in and to the Work Product, including

all intellectual property rights therein...