Istockhomes Marketing Ltd. | Public agreement | Form MDA-1.0

Istockhomes Master Developer Agreement

Confidentiality, intellectual property, working terms and targeted competitive protections for developers, contractors, consultants and development companies working with Istockhomes.

Signing instructions: Download the PDF, complete the agreement and applicable schedules, sign it, then scan the entire signed document as one PDF. Email it to bradcamp@istockhomes.com. Keep a copy for your records.

ISTOCKHOMES MARKETING LTD.

MASTER DEVELOPER AGREEMENT

Confidentiality | Intellectual Property | Working Terms | Targeted Competitive Protections

ISTOCKHOMES FORM MDA-1.0 | OBTAIN INDEPENDENT LEGAL ADVICE BEFORE SIGNING

1. Parties, Purpose and Structure

This Master Developer Agreement (the “Agreement”) is between Istockhomes Marketing Ltd. (“Istockhomes”) and the developer, contractor, consultant, studio or development company identified above (“Developer”). Istockhomes and Developer are each a “Party” and together the “Parties.”

The Parties wish to explore, design, build, test, maintain, license, commercialize or sell technology and related assets for the Istockhomes ecosystem. The Parties intend to add real-world value by helping people build better lives, better businesses and stronger communities.

This Agreement governs every discussion and engagement between the Parties unless a signed Project Order expressly states otherwise. Each project, boxcar, plugin, module, suitcase, service, integration or other deliverable must be described in a signed Project Order substantially in the form of Schedule A. A Project Order cannot reduce Istockhomes’ ownership or protection unless it identifies the affected clause and states the replacement term expressly.

2. Definitions

Background Technology: technology, tools, libraries, routines, templates, know-how and intellectual property demonstrably created or acquired by a Party before the applicable Project Order or developed independently without using the other Party’s Confidential Information or Project IP.

Boxcar: a separable product, feature, module, plugin, integration, workflow, business unit, marketplace component, software service or package that may connect to the Istockhomes ecosystem and may be licensed, sold or operated separately.

Confidential Information: all non-public business, technical, commercial, financial, security, user, partner and project information disclosed or made accessible in any form, including architecture, source code, workflows, algorithms, data models, prompts, designs, pricing, strategies, opportunities, contacts, credentials and the existence or substance of discussions.

Deliverables: all items the Developer is required to create, configure, document or deliver under a Project Order.

Istockhomes Materials: all materials, brands, domains, data, systems, documentation, inventions, concepts, designs, code, workflows and intellectual property owned, controlled or supplied by Istockhomes, including improvements and derivatives of them.

Project IP: all Deliverables and all inventions, discoveries, designs, source code, object code, documentation, configurations, data structures, interfaces, tests, prompts, workflows and other work product created specifically for Istockhomes under a Project Order, excluding properly identified Background Technology.

Restricted Opportunity: a transaction, customer, investor, vendor, partner, developer, lead or commercial opportunity introduced by Istockhomes or learned through the engagement and not already documented as known to Developer.

Similar Technology: general methods, skills, industry-standard tools, programming languages, frameworks, patterns and concepts that can lawfully support comparable functionality without copying or using Istockhomes Confidential Information or Project IP.

3. Authority, Project Control and No Minimum Commitment

Brad Camp is Istockhomes’ owner and final authority unless Istockhomes gives written notice naming another authorized representative. A Developer contact, including Kevin when Thrive is engaged, may be identified as the single operational contact in a Project Order.

No person may authorize scope, cost, ownership, revenue share, equity, production deployment or disposition of an asset on behalf of Istockhomes unless Brad Camp or another expressly authorized Istockhomes signatory approves it in writing.

This Agreement creates no minimum work, minimum spend, exclusivity, employment, partnership, franchise or continuing commitment. The Developer may charge only for work authorized in a signed Project Order or written change authorization. Meetings, proposals, estimates, onboarding, learning, administration, waiting time and sales activity are not billable unless the Project Order expressly says they are.

4. Confidentiality and Permitted Use

The receiving Party shall protect Confidential Information with at least reasonable care, use it only for the authorized engagement, and disclose it only to personnel and approved subcontractors who need it and are bound by written obligations at least as protective as this Agreement.

The Developer shall not copy, export, scrape, train on, reverse engineer, benchmark publicly, publish, demonstrate, reuse or disclose Istockhomes Confidential Information except as necessary to perform authorized work. No Confidential Information may be entered into an external artificial-intelligence service, code assistant, repository, analytics service or other third-party system unless Istockhomes has approved that service and use in writing.

Confidential Information excludes information the receiving Party proves: (a) was lawfully known without restriction before disclosure; (b) becomes public without breach; (c) is received lawfully from a third party without duty; or (d) was independently developed without use of the disclosing Party’s Confidential Information.

If disclosure is legally required, the receiving Party shall, where lawful, give prompt notice, disclose only what is required and reasonably assist with protective measures. Confidentiality obligations continue for five years after disclosure; obligations concerning trade secrets, credentials, personal information, security information and source code continue while the information remains non-public or protected by law.

5. Security, Access and Data

Access is least-privilege, purpose-limited, revocable and personal. The Developer shall not share accounts, credentials, access tokens or production data; create undisclosed access; bypass controls; or access unrelated user, business, transaction or communications data.

The Developer shall follow Istockhomes’ written governance, security, backup, testing, deployment and secret-handling rules. Secure credentials and protected key files may not be viewed, copied, altered, deleted, relocated or exposed except by Brad Camp or a person he expressly authorizes in writing for the specific action.

The Developer shall promptly report any suspected loss, unauthorized access, vulnerability, privacy incident or breach; preserve evidence; take reasonable containment action; and cooperate with remediation. Personal information remains under Istockhomes’ control and may be processed only on documented instructions, for the authorized purpose, and in compliance with applicable privacy law.

At Istockhomes’ request or termination, the Developer shall promptly return or securely delete Istockhomes data and credentials, subject only to a legally required archival copy that remains protected and unused.

6. Existing Ecosystem and Development Rules

The Developer shall improve the existing Istockhomes ecosystem and shall not rebuild it as a disconnected website, application or private substitute unless a Project Order expressly authorizes that result.

The Developer shall preserve unrelated work, use the designated authoritative workspace and deployment path, document material changes, maintain rollback capability, test before release, and avoid production changes unless expressly authorized. The Developer shall not introduce hidden dependencies, backdoors, license conflicts, secret telemetry, undisclosed services or technical lock-in.

All code, configuration, documentation, credentials-handling instructions, build steps and deployment information required to maintain a Deliverable must be delivered to Istockhomes in an accessible, current and usable form.

7. Ownership and Assignment

7.1 Istockhomes Property

Istockhomes retains all rights in Istockhomes Materials, its ecosystem, brands, business concepts, relationships, specifications and Confidential Information. No licence is granted except the limited, revocable licence necessary to perform an active Project Order.

7.2 Commissioned Work

Upon creation, and subject to any mandatory law, all Project IP and Deliverables commissioned by Istockhomes are exclusively owned by Istockhomes. To the extent ownership does not vest automatically, the Developer irrevocably assigns to Istockhomes all worldwide right, title and interest, including copyright, patent rights, design rights and all rights to apply for registration, for the full term of those rights and all renewals. Payment is consideration for the assignment but ownership is not conditional on full payment where delay would impair Istockhomes’ control; the Developer retains contractual payment remedies.

7.3 Moral Rights and Further Acts

To the fullest extent permitted by law, each individual author waives moral rights in favour of Istockhomes and its successors, licensees and assigns. The Developer shall obtain equivalent written assignments and waivers from all personnel and subcontractors before they contribute. The Developer shall execute further documents reasonably required to confirm ownership.

7.4 Developer Background Technology

The Developer retains identified Background Technology listed in the applicable Project Order. If Background Technology is embedded in or required to use a Deliverable, the Developer grants Istockhomes and its successors a worldwide, perpetual, irrevocable, transferable, sublicensable, fully paid, royalty-free licence to use, reproduce, modify, maintain, distribute, commercialize and create derivatives of it as part of or in connection with the Deliverable. Unlisted or inadequately identified material incorporated into a Deliverable is presumed to be Project IP, except demonstrably standard open-source components disclosed under section 8.

7.5 Joint or 50/50 Projects

No work is jointly owned and no 50/50 ownership, profit share, revenue share or equity exists unless Schedule B is completed and signed before development begins. A signed Schedule B must define the asset, contributions, ownership percentages, decision rights, expenses, revenue waterfall, accounting, licensing, sale rights, deadlock, departure, buyout and treatment of underlying Istockhomes Materials. Silence, collaboration, an idea contribution or unpaid effort does not create joint ownership.

7.6 Sale or Licence of a Boxcar

A Boxcar may be sold, licensed, assigned or commercialized only by its owner or under a signed Schedule B. A sale of one Boxcar transfers only the specifically listed assets and rights. It does not transfer Istockhomes’ platform, brand, data, shared infrastructure, Background Technology, other Boxcars, future developments or right to commission, build, operate, license or sell a different Boxcar using Similar Technology.

8. Third-Party and Open-Source Materials

The Developer shall not include third-party code, models, data, media, fonts, software or open-source components unless permitted by the Project Order and disclosed in a current dependency and licence register. The Developer shall not introduce terms that require disclosure, licensing or distribution of proprietary Istockhomes code, impose royalties, restrict commercial use, claim training rights, or prevent transfer or sale without Istockhomes’ prior written approval.

The Developer warrants that it has the right to provide every Deliverable and licence and that, to its knowledge after reasonable inquiry, Deliverables do not infringe third-party rights.

9. Targeted Competitive Protections - 36 Months

The Parties agree that a blanket prohibition on working in real estate, marketplaces, software, artificial intelligence, payments, profiles, listings or other broad fields is neither intended nor required. The Developer remains free to use general skills and Similar Technology, subject to the specific protections below.

During the engagement and for 36 months after the later of the final Project Order or the Developer’s last access to Istockhomes Confidential Information, the Developer shall not, directly or indirectly:

• use or adapt Istockhomes Confidential Information, Project IP or non-public business logic to build, assist or advise a specifically competing copy or substitute for Istockhomes or the Boxcar on which the Developer worked;

• circumvent Istockhomes to pursue, accept or divert a Restricted Opportunity for substantially the same opportunity discussed or developed through Istockhomes, unless Istockhomes gives written consent;

• solicit for competitive purposes, induce away or knowingly hire an Istockhomes employee, contractor, developer, investor, customer or active partner with whom the Developer had material dealings through the engagement, excluding general public advertising not targeted at that person;

• represent that the Developer owns, controls, created independently, is authorized by, or may sell Istockhomes Materials or Project IP; or

• interfere with Istockhomes’ contracts, verified relationships, platform access, development team or commercialization of a Deliverable.

These restrictions apply only to persons, opportunities, products and Confidential Information with which the Developer had material contact or knowledge through the engagement. If a restriction is found unenforceable, it shall be enforced to the maximum lawful extent only where a court may lawfully do so; the remaining distinct obligations survive.

10. Compensation, Expenses and Records

Compensation is project-based, milestone-based, percentage-based, revenue-share-based, licence-based or another split expressly stated in a signed Project Order or Schedule B. No hourly fee is payable unless a Project Order expressly authorizes hourly billing and defines billable hands-on engineering, the rate, cap, time-record requirements and approval process.

No expense is reimbursable without written pre-approval. Invoices must identify the Project Order, authorized milestone or work, dates, personnel, deliverables, applicable taxes and approved expenses. Istockhomes may reasonably withhold disputed amounts while paying undisputed amounts.

Percentage compensation is calculated only from the definition and waterfall in the signed schedule. Unless that schedule states otherwise, no percentage creates ownership, voting rights, employment, fiduciary status, rights in other revenue, or a claim against Istockhomes generally. The recipient bears its own taxes and costs.

11. Standards, Acceptance and Warranty

The Developer shall perform professionally, lawfully, securely and in accordance with the Project Order, documentation, acceptance criteria and Istockhomes governance. Deliverables must be complete, maintainable, tested and free from disabling code, malicious code and undisclosed access mechanisms.

Istockhomes may test and accept or reject a milestone within the acceptance period stated in the Project Order, or ten business days if none is stated. Use for testing, staging, contingency or business continuity is not acceptance. The Developer shall correct reproducible non-conformities without additional charge.

Unless a Project Order states a longer period, the Developer warrants Deliverables for 90 days after acceptance and shall correct defects that cause material non-conformity. This does not cover changes made by others that directly cause the defect.

12. Subcontractors and Personnel

The Developer may not subcontract material work or give a third party access to Istockhomes systems or Confidential Information without prior written approval. The Developer remains fully responsible for every approved subcontractor and shall ensure written confidentiality, security, assignment and moral-rights-waiver terms at least as protective as this Agreement.

Istockhomes may require removal of personnel for security, conduct, conflict, competence or trust concerns. The Developer shall not hold Istockhomes access, code, data or documentation hostage because of a personnel or payment dispute.

13. Independent Contractor

The Developer is an independent contractor and controls the manner and means of performing authorized work, subject to required outcomes, security, access, governance and legal compliance. Neither Party may bind the other. The Developer is responsible for its personnel, insurance, taxes, deductions, permits, tools and business expenses.

Nothing creates employment, agency, partnership, fiduciary relationship, franchise, joint venture or exclusive dealing. A joint venture exists only for an asset expressly identified in a signed Schedule B and only on its stated terms.

14. Conflicts, Publicity and Communications

The Developer shall promptly disclose any actual or reasonably apparent conflict of interest, competing mandate or duty that could impair performance or confidentiality. Istockhomes may impose safeguards or terminate affected work.

The Developer shall not use Istockhomes’ name, marks, screenshots, results, testimonials, relationship or Deliverables in publicity, portfolios, proposals, case studies, social media, demonstrations or investor materials without prior written consent.

Operational communication must use the contacts and channels specified in the Project Order. Only an authorized Istockhomes signatory may approve ownership, scope, cost, production release, public statements, settlement or disposition of an asset.

15. Term, Suspension and Termination

This Agreement starts on the Effective Date and continues until terminated on 15 days’ written notice. Either Party may terminate immediately for material breach, confidentiality or security breach, unauthorized use of intellectual property, fraud, illegality, insolvency, unremedied conflict, or conduct reasonably threatening users, systems, reputation or assets.

Istockhomes may suspend access or work immediately to protect systems, people, data, money or intellectual property. On termination, the Developer shall stop representing authority, return access, deliver all work in progress and current source materials, cooperate in orderly transition, and submit a final compliant invoice.

Termination does not affect accrued payment rights. Sections concerning confidentiality, data, security, ownership, licences, competitive protections, records, warranties, indemnity, liability, dispute resolution and general terms survive according to their nature.

16. Indemnity and Liability

The Developer shall defend, indemnify and hold harmless Istockhomes and its directors, officers and representatives from third-party claims, damages, penalties, costs and reasonable legal fees arising from: infringement or misappropriation by a Deliverable; Developer’s breach of confidentiality, privacy or security obligations; bodily injury or property damage caused by Developer; employment or tax claims concerning Developer personnel; or fraud, wilful misconduct or gross negligence.

Except for payment obligations, infringement, confidentiality/privacy/security breach, fraud, wilful misconduct, gross negligence, indemnity obligations or unauthorized use of the other Party’s intellectual property, neither Party is liable for indirect, special, incidental, punitive or consequential damages. Subject to the same exclusions, each Party’s aggregate liability under a Project Order shall not exceed the greater of amounts paid or payable under that Project Order in the preceding 12 months and CAD $25,000.

Nothing excludes liability that cannot lawfully be excluded.

17. Disputes, Injunctive Relief and Governing Law

A Party shall first give written notice describing a dispute. Authorized decision-makers shall meet in good faith within ten business days. This process does not prevent urgent protective relief.

A breach involving Confidential Information, security, access, intellectual property, circumvention or solicitation may cause harm not adequately compensated by damages. The affected Party may seek injunctive or equitable relief, without limiting other remedies and subject to applicable court requirements.

This Agreement and every Project Order are governed by the laws of British Columbia and the federal laws of Canada applicable there, without regard to conflict-of-laws rules. The Parties irrevocably attorn to the exclusive jurisdiction of the courts located in British Columbia, and agree that proceedings may be brought in Nanaimo or Vancouver as permitted by the court.

18. General Terms

Notices must be in writing and delivered personally, by recognized courier, or by email to the addresses in the signature block or later written notice. Email notice is effective when acknowledged or, absent an error notice, on the next business day.

Neither Party may assign this Agreement without the other Party’s written consent, except Istockhomes may assign it, a Project Order and related rights to an affiliate, successor, purchaser, licensee or transferee of Istockhomes or the affected Boxcar. The Developer may not delegate duties without approval.

This Agreement, signed Project Orders and signed Schedule B elections are the entire agreement on their subjects and replace prior discussions. Amendments and waivers must be in writing signed by authorized representatives. A waiver once is not a continuing waiver.

If a provision is invalid or unenforceable, it shall be severed only to the minimum extent necessary, and the remaining provisions continue. Headings are for convenience. “Including” means including without limitation. Time is of the essence for security, confidentiality, delivery, transition and payment obligations.

This Agreement may be signed in counterparts and by electronic signature, each of which is deemed an original and together form one agreement. Each Party acknowledges the opportunity to obtain independent legal advice and enters the Agreement voluntarily.

19. Signatures

SCHEDULE A. PROJECT ORDER

This Project Order is issued under and forms part of the Master Developer Agreement. If there is a conflict, the Master Agreement controls unless this Project Order identifies the clause and expressly replaces it.

SCHEDULE B. JOINT PRODUCT / 50-50 / REVENUE-SHARE ELECTION

Complete and sign this Schedule before development begins whenever the Parties intend shared ownership, a 50/50 arrangement, revenue participation, licence economics or a jointly commercialized product. If this Schedule is not completed and signed, section 7 of the Master Agreement applies and no shared ownership or revenue right exists.

SCHEDULE C. RETURN, DELETION AND ACCESS CERTIFICATE

The undersigned certifies, after reasonable inquiry, that on the date below:

• All Istockhomes credentials, tokens, keys and access methods have been returned, revoked or deleted as directed.

• All Istockhomes source code, data, documents, exports, screenshots and Confidential Information have been returned or securely deleted from devices, repositories, services, backups and artificial-intelligence tools, except any legally required archival copy identified below.

• All work in progress, source files, build instructions, dependency registers, documentation and handover information have been delivered to Istockhomes.

• No undisclosed account, access mechanism, copy, lien, technical lock or retained control remains.

• All approved subcontractors and personnel have completed the same return and deletion obligations.

Exceptions / legally required archival copy (identify location, legal basis, retention period and safeguards):

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Published by Istockhomes Marketing Ltd. Form MDA-1.0. Obtain independent legal advice before signing.