CONTRACTOR AGREEMENT

REF: evAq2N4v

This
Contractor Agreement
(“Agreement”) is entered into as of
February 1st,
2022 (the
“Effective Date”), between:

PERU COMPANY,
company
having its principal place of business at
Andres Reyes
338,
Lima,
Peru, 15076, email address:
,
registered in
Peru
under the number
30-
203059302-4
(“Client”) , and

[Contractor name], having its principal place of business at [street address, city,
state,
zip],
registered under the number
[Registration Number] and email
address: [email],
(“Contractor”) .

Client and Contractor desire to have Contractor perform services for

Client,
subject to and in accordance
with
the
terms and conditions of this Agreement.

NOW, THEREFORE, the parties agree as follows:

1. SERVICES

1.1. Statements of Work.

From time to time, Client and Contractor may execute
one or more statement(s) of work, substantially in
the form
attached hereto
as
Exhibit A, detailing the specific services to be performed by Contractor (as
executed, a
“Statement of Work”). Each Statement of Work will expressly refer
to
this
Agreement, will form a part of this
Agreement, and will be subject to the terms
and conditions contained herein. A Statement of Work may be
amended
only
by a
signed (by each party’s authorized signatory) and written agreement of the
parties.

1.2. Performance of Services.

Contractor will perform the services described in
each Statement of Work (the
“Services”) in accordance with the terms and
conditions set forth
in each
Statement of Work and this Agreement. Unless
otherwise agreed by Client, Contractor will determine, in
Contractor’s sole
discretion, the manner and means by which the Services are accomplished,
subject to
the
requirement that Contractor will at all times comply with applicable
law and any compliance policies
drawn to
Contractors’ attention insofar as they
are applicable to independent contractors.

1.3. Equipment and Facilities.

Unless otherwise provided in a Statement of Work,
Contractor will perform the Services at Contractor’s
offices
or facilities,
using
Contractor’s instruments, equipment and tools. Contractor will determine the time,
place and order
in
which
Contractor will perform the Services in accordance with
any milestones and/or timeline set forth in a
Statement
of
Work.

1.4. Subcontractors.
Contractor may appoint a suitably skilled substitute in
replacement of the initial personnel and shall
be
entitled to subcontract the
performance of the Consultancy Services, provided that Client is satisfied
that
the
sub-contractor possesses the necessary skills, expertise and resources to
perform those elements of
the
Services and that Contractor ensures the
substitute or subcontractor will abide by the same obligations
Contractor is
subject to under the terms of this Agreement regarding confidentiality, intellectual
property,
data protection, anti-bribery, anti-corruption, anti-tax avoidance; if so
required, Contractor will
ensure
that the subcontractor or substitute enters into
direct undertakings with Contractor regarding these
obligations. Contractor will
continue to be bound by all the obligations in this Agreement and will
invoice
Client and be responsible for the remuneration of the substitute or subcontractor.
Contractor will keep
Client
fully and effectively indemnified against any
reasonable costs, claims or expenses that may be incurred
by it
as a result of the
use of such subcontractors including the reasonable cost of all instruction
(necessitated
by the subcontracting) for the sub-contractor.

2. PAYMENT

2.1. Fees.
As Contractor’s sole compensation for the performance of Services,
Client will pay Contractor the fees
specified in each
Statement of Work in
accordance with the terms set forth therein. Contractor acknowledges and
agrees
that, if
specified
in a Statement of Work, Client’s payment obligation will be
expressly subject to Contractor’s
completion of
Services
provided therein or
achievement of certain milestones to Client’s reasonable satisfaction.

2.2. Expenses. Unless otherwise provided in the Statement of Work, Client

will
reimburse Contractor for reasonable
travel and related expenses incurred in the
course of performing the Services hereunder, provided,
however, that
any such
expenses will be approved in advance in writing by Client. As a condition to
receipt of
reimbursement,
Contractor
will submit to Client reasonable evidence
that the amount involved was both reasonable and necessary to
the
Services
provided under this Agreement.

2.3. Payment Terms. The payment terms will be set forth in the Statement
of
Work.
The parties will use their respective
commercially reasonable efforts to
promptly resolve any payment disputes.

2.4. Client acknowledges that Contractor has appointed Deel. Inc, a

Delaware
registered company having its headquarters
at 650 2nd St, 94107, San
Francisco, California, United States
(“Deel”) as Contractor's limited payment
agent for the purpose of
facilitating the receipt of payments made
by Client for
services provided in connection with this Agreement and each Statement of Work
using a
payment
method
supported by Deel or by one of Deel's Payment Service
Providers, and the disbursement of those payments
to
Contractor.

2.5. Client agrees to make all payments to Contractor using one of the payment
methods supported by the Deel
platform. Client
and Contractor represent and
warrant that they have carefully read, understood and accepted the Deel
platform
terms
and conditions (the
“Deel Terms and Conditions”) available on
the Deels’ website (
www.letsdeel.com/terms). In the
event of
any conflict
between this Agreement and the Deel Terms and Conditions,
this Agreement will
govern. Both parties acknowledge that acceptance of the Deel Terms and
Conditions by
each
party
is a precondition to entering into this Agreement.

Client will collect and process Contractor’s Personal Data in accordance with its
privacy notice and
applicable laws.

3. RELATIONSHIP OF THE PARTIES

3.1. Independent Contractor.

Contractor is an independent contractor of Client
and nothing
in this
Agreement will be construed as establishing
an employment or
agency relationship between Client on the one hand and Contractor or Client
and
Contractor´s
employees (“Contractor´s Employees) or any third party hired by
the Contractor to render the
services
under
this
Agreement (“Contractor´s
Providers”) on the other hand. Client will not be responsible for
any of
Contractor’s
labor, social security, tax or union obligations. Contractor shall exclusively and
completely assume such
obligations,
due to the fact that Contractor and Client
are independent from each other, that they are
legally and
economically
independent and autonomous, and that all decisions regarding its employment
relationships
are under its
exclusive
control.

3.2. No Authority.
Contractor will have no authority to enter into agreements that
bind Client or create obligations on
the part
of Client without
the prior written
authorization of Client. Contractor will not hold itself out as being an employee,
agent,
partner
or assignee of Client, as having any authority to bind Client or to
incur any liability on behalf of
Client,
and
will make such absence of authority
clear in its dealings with any third parties.

3.3. Status.
This Agreement is one for the provision of services and not a contract
of
service or employment and
accordingly, Contractor
will be solely responsible
for (a) payment of all taxes, salaries, benefits,
gratifications,
national
insurance
premiums, social security withholdings and contributions, union
payments, if
applicable,
withholding
taxes, workers’ compensation, unemployment and
disability insurance, and any
other payment,
liability,
deduction, contribution,
assessment or claim arising from or made in connection
with the performance
of
the Services required by any government agency;
and (b) compliance with all
applicable labor and employment requirements with
respect to Contractor’s
self-
employment, sole
proprietorship or other form of business
organization.
Contractor will report to all applicable government agencies as income all
compensation received
by
Client
pursuant to this Agreement. Contractor will
ensure that none of its employees hold
themselves out as
being
the employees of
Client or having any authority at any time to bind Client, or
otherwise attempt to
claim
any employment or other relationship with Client.

Contractor also commits itself to:

1. Contract an insurance, which shall cover all damage derived from work,
labor illnesses
and/or any
disability
contracted because or during work and
which includes the provisions of the Law No.
24,557, Law 26,773,
Law
27,348 and related. The insurance shall also cover any claim based on the
civil and
commercial law
(sections
1741, 1721, 1722, 1724, 1728, 1731, 1751,
1753, 1757, 1758, 1769 and related of the
Civil and
Commercial
Code). The
policies shall cover all Contractor´s Employees, if applicable, under a labor
relationship
with
Contractor during the term of the Agreement. Client will be
entitled to require, at any
time, evidence
of
the monthly payments of the
 contracted insurance policies. In case Contractor owes any
installments of
the
above mentioned insurance, Client will be entitled to make such
payments directly, by
depositing the
owed
amounts in the insurance
company or in the Labor Risk Insurer (ART). In this case,
Contractor shall
reimburse
Client all the amounts paid by Client , within 24 hours from being
required to do so.

2. Pay all the remunerations, social security withholdings and contributions,

family
allowances, or any
other
social security benefit created or to be
created in the future, corresponding to the
Contractor’s
Employees,
if any,
affected to the Agreement, whichever their position or hierarchy may be.

3. Fulfill and control the fulfillment by the subcontractors, if any, of all

applicable
regulations,
especially
labor regulations, hygiene and security
regulations and every administrative regulations
applicable to
any
subcontractor hired by Contractor.

3.4. Liability.
Contractor will be liable for and will indemnify Client for any loss,
liability, costs, (including
reasonable
fees and expenses
of attorneys and other
professionals), penalties, damages and expenses arising from any breach of
the
terms of
this Agreement and/or any applicable Statement of Work (including its
data protection provisions) by
Contractor
or by a subcontractor engaged by
Contractor of the terms of this Agreement (including in relation to
data
protection
obligations) or any other action or inaction by or for or on behalf of Contractor.
Contractor will accordingly maintain in force suitable insurance policies.
Contractor
acknowledges that
Client
will not carry any liability insurance on behalf
of Contractor. Contractor will provide
promptly copies of
such
insurance obtained
on reasonable request.

Contractor commits itself to allow, authorize and facilitate a complete control and
audit of the
fulfillment
by Client of
the obligations according to the labor, social
security, union, or collective applicable
regulations. To
that
end, Contractor
commits itself to deliver, show, or facilitate the access of Client or any
person
designated
by client to any documentation requested by Client related to
Company´s Employees, including
without
limitation,
the following: Complete and
updated list of Company´s Employees affected to the Services; which
shall
contain
full name and surname; identity card number; labor identification code
(CUIL) number; entrance
date;
position;
gross monthly salary; receipt of payment
of social security withholdings and contributions;
certificate of
affiliation
to and
ART according to the law No. 24,557 and related; other insurance policies
required by the
applicable
laws;
receipt of payment of union and collective
withholdings; paychecks of all Company’s Employees;
registry
provided
in section
52 of the Labor Contract Law; name, address, telephone number of the
healthcare
establishment
designated
by the ART; and list of the personnel directly
affected to the rendering of services related to
Contractor’s
consideration under
this Agreement.

Contractor shall send Client the documentation described below within 3 working
days form the
first day this
Agreement is
valid and any time such documentation
is modified.

1. Labor identification code (CUIL) of the personnel that render services for
Contractor and
affected to
the Services
under this Agreement;

2. Number of a Bank checking account in the name of Contractor;

Moreover, Contractor shall send Client the following documentation every month:

1. Paychecks of the personnel that render services for Contractor and

affected to the Services;

2. Signed copy of the receipts of payment to the social security system;

In the event that Contractor or the subcontractors, if any, as the case may be, did
not fulfill the
obligations agreed in
this section or in case Client received any claim
from any Contractor´s Employees, senior, worker or
from
any
social security
authority, or any other claim subject to indemnification pursuant to this section,
Client
shall
be entitled to: (i) terminate this Agreement by exclusive fault of
Contractor; (ii) withhold any amount
pending
of being paid to Contractor
hereunder and offset such amount with any received claim; and (iii) claim
the
damages
suffered by him.

3.5. Indemnification by Contractor.

Tax Liability Indemnification by Contractor.
Contractor shall defend, indemnify and hold Client
, its
Affiliates, and each
of their
respective directors, officers, shareholders, agents, and employees (collectively,
“Client
Entities”)
harmless from and against all damages, liabilities, losses,
penalties, judgments, taxes,
interests, fines,
expenses,
obligations, liabilities and
costs (including reasonable fees and expenses of attorneys and
other
professionals)
arising out of or relating to any obligation imposed by law on Client
to pay any withholding
taxes, social
security,
unemployment or disability
insurance or similar items in connection with compensation received
by
Contractor
pursuant to this Agreement. In the event of any violation by Contractor
of applicable law
related to this
Section
3.5, Contractor will indemnify Client for
and in respect of:

a. payment of all taxes, salaries, benefits, national insurance premiums, social

security
contributions,
withholding
taxes, workers’ compensation,
unemployment and disability insurance, and any other
liability, deduction,
contribution, assessment or claim arising from or made in connection with
the
performance of the
Services
required by any government agency; any
claim made by the tax authority, social security,
health care
organizations
or entities or trade unions in any manner related to, resulting from or
connected with
the services
except
where recovery by Client pursuant to
this Section 3.5 is prohibited by law; ; and all
reasonable costs,
expenses,
penalty, fine or interest incurred or payable by Client in connection with or
in
consequence of
Contractor’s
failure to pay any amounts due and owing
to any government agency; except where
Contractor’s failure to
pay
arose
out of, was caused by, or was related to Client's negligence or intentional
misconduct; and

b. any liability arising from any employment-related claim or any claim based
on worker
status (including
reasonable
fees and expenses of attorneys and
other professionals) brought by Contractor  or any
subcontractor
against
Client arising out of or in connection with the provision of the Services as an
independent contractor
or
under a labor relationship, real or apparent, with
Contractor, such claim being direct
or under a joint
and
several liability
basis or equal principle in any manner related to, resulting from or
connected with
the
Services.

3.6. Set-off.
Client may, in its sole discretion, satisfy any of the indemnities set
forth in Section 3.5
(in whole or
in part) by way
of deduction from any payments
due to Contractor.

3.7. No expectation of renewal.

Contractor agrees that they have no expectation
that this Agreement will be renewed at the expiry of the
Contract Period and no
representation regarding the renewal shall be valid and binding on Client unless
recorded
in writing and signed by both Parties.

4. OWNERSHIP

4.1. Disclosure of Work Product.

Contractor will, as an integral part of the
performance of Services, disclose in writing to Client all
inventions, products,
designs, drawings, notes, documents, information, documentation, improvements,
works of authorship,
processes,
techniques,
know-how, algorithms, specifications,
biological or chemical specimens or samples, hardware, circuits,
computer
programs,
databases, user interfaces, encoding techniques, and other materials
of any kind that Contractor (or any
subcontractor)
may make, conceive, develop
or reduce to practice, alone or jointly with others, or learned, in whole or
in
part,
by or for or on behalf of Contractor during the term of this Agreement that relate
to the subject matter
of or
arise
out of or in connection with performing Services,
or that result from or that are related to such
Services,
whether
or not they are
eligible for patent, copyright, mask work, trade secret, trademark or other legal
protection
(collectively,
“Contractor Work Product”). Contractor Work Product
includes all
deliverables that Contractor has undertaken
to provide Client in the
course of performing the Services

4.2. Ownership of Contractor Work Product.

Contractor agrees that all
Contractor Work Product will be the sole and exclusive property of
Client.
Contractor hereby irrevocably
transfers and assigns to Client, and agrees to
irrevocably transfer and assign to Client, all
right, title
and
interest in and to
Contractor Work Product, including all worldwide patent rights (including
patent
applications
and disclosures), copyright rights, mask work rights, trademarks,
trade secret rights, know-how,
and any and
all other intellectual property or
proprietary rights (collectively,
“Intellectual Property”) therein. At Client’s request
and
expense,
during and after the term of this Agreement,
Contractor will assist
and cooperate with Client in all respects, and will execute documents,
and will
take
such
further acts reasonably requested by Client to enable Client to acquire,
transfer, maintain,
perfect and
enforce
its Intellectual Property and other legal
protections for Contractor Work Product. Contractor
hereby
appoints
the officers
of Client as Contractor’s attorney-in-fact to execute documents on behalf of
Contractor for
this
limited purpose, and agrees to execute a separate power of
attorney for this purpose if
instructed to do so
by
Client.
4.3. Moral Rights.
To the fullest extent permitted by applicable law, Contractor
also hereby irrevocably
transfers and
assigns
to Client, and
agrees to irrevocably
transfer and assign to Client, and waives and agrees never to assert,
any and all
Moral
Rights (as defined below) that Contractor may have in or with respect to
any Contractor Work
Product,
during
and after the term of this Agreement.
“Moral Rights” mean any right to which Contractor is
now or may be at
any future
time be entitled
to claim authorship of a work,
to object to or prevent the
modification or destruction of a work, to withdraw from
circulation or control
the
publication
or distribution of a work, and any similar right, existing under judicial
or statutory law
of any country
in
the world, or under any treaty, regardless of
whether or not such right is called or
generally referred to
as
a “moral right.”

4.4. Related Rights.

To the extent that Contractor owns or controls (in the present
or in the future) any patent
rights,
copyright rights, mask
work rights, trade secret
rights, trademarks or any other intellectual property or proprietary
rights that
may
block or interfere with, or may otherwise be required for, the exercise by Client of
the rights
assigned to
Client
under this Agreement (collectively,
“Related Rights”),
Contractor hereby grants or will cause
to be granted
to Client a non-exclusive,
royalty-free,
irrevocable, perpetual, transferable, worldwide license (with the right
to sublicense) to make,
have made,
use,
offer to sell, sell, import, copy, modify,
create derivative works based upon, distribute,
sublicense,
display,
perform and
transmit any products, software, hardware, methods or materials of any kind that
are
covered by
such
Related Rights, to the extent necessary to enable Client to
exercise all of the rights assigned
to Client
under
this Agreement.

4.5. Contractor acknowledges that except as provided by law, no further fees or

compensation other than those provided
for in this Agreement are due or may
become due to Contractor in respect of the performance of the
obligations
under
this section 4.

4.6. Nothing contained in this Agreement will be construed to preclude

Client
from
exercising any and all of its
rights and privileges as sole and exclusive owner of all
of the Intellectual Property owned by or
assigned to
Client
under this Agreement.
Client, in exercising such rights and privileges with respect to any particular
item
of
Intellectual
Property, may decide not to file any patent application or any
copyright registration on such
Intellectual
Property,
may decide to maintain such
Intellectual Property as secret and confidential, or may decide to abandon
such
Intellectual
Property, or dedicate it to the public.
Contractor will have no authority
to exercise any rights or privileges with respect to the
Intellectual
Property owned
by
or assigned to Client under this Agreement.

4.7. Exploitation.
If any part of the Services or Intellectual Property or information
provided hereunder is based on,
incorporates, or is an
improvement or derivative
of, or cannot be reasonably and fully made, used, reproduced, distributed
and
otherwise
exploited (collectively, “Exploited”) without using or violating
technology or intellectual property
rights
owned
by or licensed to Contractor (or
any person involved in the Services) and not assigned hereunder,
Contractor
hereby
grants Client and its successors a perpetual, irrevocable, worldwide
royalty-free, non-exclusive,
sublicensable
right
and license to fully Exploit and
exercise all such technology and intellectual property rights in
support Client’s
exercise or exploitation of the Services, Intellectual Property, other work or
information
performed
or
provided
hereunder, or any assigned rights (including
any modifications, improvements and derivatives of any
of them).

5. CONFIDENTIAL INFORMATION

5.1. Definition of Confidential Information.

For purposes of this Agreement, all
information Client provides to Contractor whether or not such
information
is
marked “confidential”,
all information pertaining to the Services performed by
Contractor, all Contractor Work Product,
Client’s Intellectual Property, this
Agreement,
and all information regarding
Client’s
business, including, without
limitation,
the identity of Client, will be deemed and treated as strictly confidential,
non-public information
(“Confidential
Information”) unless and until Client
specifically authorizes Contractor in writing that any such
information
may
be
treated as public. Except as specifically required by law, Contractor may disclose
Confidential
Information
only
with Client’s prior written consent. Contractor will
have no authority to disclose Confidential
Information
except
in accordance with
this section. Information already or generally available to the public (other
than as
a
result
of Contractor’s breach of these provisions) will not be considered
Confidential Information.

5.2. Economic Value of Confidential Information.

Contractor acknowledges that
Confidential Information has independent economic value, actual or
potential, that
is not generally
known to the public or to others who could obtain economic value
from its disclosure or use, and that
the
Confidential
Information is subject to a
reasonable effort by Client to maintain its secrecy and confidentiality.
Except as
essential
to Contractor’s obligations under this Agreement, Contractor will not
disclose any information
pertaining to
this
Agreement, the terms of this
Agreement, or any of the Confidential Information. Except as essential to
Contractor's
obligations pursuant to its relationship with Client, Contractor will not
make any duplication or
other copy
of
Client’s Confidential Information.

5.3. Non-Use and Non-Disclosure.

Contractor and/or its employees and/or any
third party affected by the Contractor to the services will not, during or
subsequent to the term of this Agreement,
use
Client’s Confidential Information for
any purpose
whatsoever other than the performance of the Services on behalf of
Client.
Contractor and/or its employees and/or any third party affected by the
Contractor to the services will neither deliver, reveal, nor report any Confidential
Information
obtained or created pursuant to this Agreement,
to any federal,
state
or local government body or agency, or to any other person or entity, public or
private, without (i)
express
prior written
permission of Client, or (ii) a court or
administrative order requiring disclosure. In the event that
Contractor
forms the
opinion that it is required by applicable law to disclose any of Client’s Confidential
Information, or
is served with a witness summons, subpoena, or court or
administrative order requiring disclosure of any
Confidential
Information,
Contractor will, prior to making such disclosure, immediately notify Client in
writing, and
will,
in
accordance with Client’s direction, respond, appeal or
challenge such witness summons, subpoena, or
court
administrative
order, prior
to disclosure, and will cooperate fully with Client in responding to, appealing or
challenging any
such
witness summons, subpoena, or court or administrative
order; except that this Section
5.3 will not apply
where
Contractor
is required by
law to disclose Client’s Confidential Information without notice to Client. Neither
Contractor
nor
Contractor’s related entities, or subcontractors, nor their
respective employees will disclose any
Confidential
Information
to any third party,
nor will they use or allow the use of any Confidential Information, to further any
private
interest
other than as contemplated by this Agreement. Contractor will
take appropriate measures to ensure the
confidentiality
and protection of all
Confidential Information and to prevent its disclosure or its inappropriate use by
Contractor
or its subcontractors, or by Contractor’s or its subcontractors’
respective employees or related
entities.
Contractor’s obligations under this
Section shall survive the expiration or termination of this Agreement.

5.4. Former or Concurrent Client’s Confidential Information.

Contractor agrees
that
Contractor and/or its employees and/or any third party affected by the
Contractor to the services will not, during the term of this Agreement, improperly
use,
disclose, or induce Client to use any confidential
information of any third
party including, but not limited to, any former or concurrent client of
Contractor
and/or its employees and/or any third party affected by the Contractor to the
services.
Contractor and/or its employees and/or any third party affected by the
Contractor to the services will not bring onto the premises or devices of Client any
confidential information belonging to any third party.
Contractor and/or its
employees and/or any third party affected by the Contractor to the services will
indemnify Client and hold it harmless from and against
all
claims, liabilities,
damages and expenses (including
reasonable legal fees, expenses and costs)
arising out of or in connection with any violation or
claimed
violation
of a third
party’s rights resulting in whole or in part from the Client’s use of such third party’s
confidential
information by
Contractor and/or its employees and/or any third party
affected by the Contractor to the services in connection with Contractor’s
fulfillment of its
obligations under
this Agreement.

5.5. Third Party Confidential Information.

Contractor recognizes that Client has
received and may receive in the future, confidential information
of third
parties
subject
to a duty on the Client’s part to maintain the confidentiality of such
information and to use it only
for
certain
limited purposes. Contractor agrees:

a. that
Contractor and/or its employees and/or any third party affected by the
Contractor to the services owes Client and any such third party, during the
term of
this
Agreement and thereafter, a duty to hold all
such confidential or
proprietary information in the strictest confidence;

b. to treat any such third-party confidential information as if it was Client’s

Confidential
Information; and

c. not to disclose it to any person, firm, corporation or other entity or to use it

except as necessary
in
carrying out the
Services for Client consistent with
Client’s agreement with such third party.

5.6. Return of Materials.

All documents and other tangible objects containing or
representing Confidential Information and all
copies
thereof that
are in the
possession of Contractor will be and remain the property of Client, and Contractor
will
promptly
return
such Confidential Information and all copies thereof (including
electronic copies) to Client upon
termination
or/and
expiration of this Agreement
or upon Client’s earlier request, whichever the earlier. Contractor shall
not keep
any
copies of the above materials, and once returned to Client in full, Contractor
shall delete or destroy
any
copies
which have remained in its possession.

6. DATA PROTECTION

6.1. To the extent that the nature of the Services requires Contractor to process
Personal Data (as
defined
below), Contractor
will (and procures that any
subcontractor will) process all Personal Data in accordance with,
where and as
applicable,
the General Data Protection Regulation 2016/679 under European
Union law (“GDPR”) on data
protection and
privacy,
the California Consumer
Privacy Act (“CCPA”),
data protection legislation of the United Kingdom,
Argentinean
Data Protection Law No. 25,326 and all other applicable data
protection laws (collectively, the
“Data
Protection
Laws”). “Personal Data” will
have the meaning set forth in Article 4 of the GDPR, or as such
term is defined
under the laws of any territory with jurisdiction over this Agreement related to the
protection
of Personal
Data.

6.2. Contractor will fully comply with any reasonable instructions from and on
behalf of Client regarding the
processing of that
Personal Data. The parties will
inform each other immediately of any suspected or
confirmed
Personal Data
breaches or unauthorised or unlawful processing, loss, or destruction of,
or
damage to
Personal Data processed by a party in connection with Contractor’s
provision of the
Services.
To the extent that the Services consist of the
development of software, Contractor will develop the
software
in compliance
with
Data Protection Laws.

6.3. Without prejudice to the generality of this clause relating to data protection,
Contractor will and
ensures that
its subcontractors
and employees will:

a. cooperate fully with Client in order to enable Client to comply with its
obligations under Data
Protection
Laws (including
in relation to subject
access requests, security, breach notifications, privacy impact
assessments,
consultations
with supervisory authority or regulators);

b. implement and maintain appropriate technical and organisational measures

against unauthorised and
unlawful
processing
of
Personal Data and against
accidental loss and destruction of or damage to
Personal Data;
 c. process any
Personal Data disclosed to Contractor by or on behalf of Client
only
i. for the purposes of providing the Services; and

ii. for the purposes for which that

Personal Data was obtained and is
processed by Client;

d. immediately provide such evidence of Contractor’s compliance with

Contractor’s obligations under
Data
Protection
Laws as Client may from
time to time reasonably request; and

e. immediately upon notification by Client, take all appropriate action to

enable Client to properly
comply
with any
request from a data subject in
relation to access to and/or rectification or erasure of
Personal Data.

6.4. Contractor understands and agrees that Client may, at Client’s sole
discretion, carry out
monitoring of Client's communications
facilities used by
Contractor (email supplied by client, phone, mobile phone and computer
communication) to
monitor,
prevent, detect or investigate any possible
unauthorised use of Client’s communications systems,
wrongdoing
or
non-
compliance with Client’s practices and procedures by Contractor, its employees
and
subcontractors.

6.5. Client will collect and process Contractor’s

Personal Data in accordance with
its privacy notice and applicable laws.

7. WARRANTIES

7.1. No Pre-existing Obligations. Contractor represents and warrants that

Contractor (and any subcontractor) has
no pre-existing obligations or
commitments (and will not assume or otherwise undertake any obligations
or
commitments)
that would be in conflict or inconsistent with or that would hinder
Contractor’s performance of
Contractor’s
obligations
under this Agreement.

7.2. Performance Standard and Compliance. Contractor covenants that

Contractor
(and any subcontractor) will perform
the Services in a thorough and
professional manner, consistent with high professional and industry
standards by
individuals
with the requisite training, background, experience, technical
knowledge and skills to perform Services.
Any
deviation
in the quality of the
Services will be remedied by Contractor upon written notice to this effect by
Client.
Contractor
will (and will ensure that any subcontractor will):

a. comply with all applicable laws, regulations, codes and sanctions relating to
anti-bribery and
anti-corruption;

b. promptly report to Client any request or demand for any undue financial or
other advantage of any
kind
received
by Contractor in connection with the
performance of this Agreement;

c. not engage in any activity, practice or conduct which would constitute

either a tax evasion
facilitation
offence
or a foreign tax evasion facilitation
offence;

d. promptly report to Client any request or demand from a third party to

facilitate the evasion of tax
or any
suspected
tax evasion offence or
facilitation of tax evasion offences whether under local law or under the law
of any
foreign
country, in connection with the performance of this
Agreement; and

e. comply with all applicable laws and policies notified to Contractor regarding
a prohibition against
discrimination,
harassment and bullying; and

f. as required, certify to Client in writing Contractor’s compliance with this

clause.

7.3. Non-infringement.
Contractor represents and warrants that Contractor Work
Product does not, and will not infringe,
misappropriate
or violate
the proprietary
rights of any third party, including, without limitation, any Intellectual Property or
any
rights
of privacy or rights of publicity, except to the extent any portion of
Contractor Work Product is
created,
developed
or supplied by Client or by a third
party on behalf of Client.

7.4. Competitive Activities. Client acknowledges that Contractor

provides
services to other clients. Notwithstanding
the foregoing, Contractor agrees that
during the term of this Agreement, Contractor will not,
directly or
indirectly,
engage or participate in or provide services to any business that is competitive
with the types
and kinds
of
business being conducted by Client without the prior
written agreement of Client; except that
this Section 7.4
will not apply where
prohibited by law.
7.5. Non-Solicitation of Personnel.
During the term of this Agreement and for a
period of one (1) year thereafter,
Contractor will not
directly or indirectly
solicit the
services of any of Client’s employees, workers or contractors for
Contractor’s own
benefit
or
for
the benefit of any other person or entity. Client will not directly or
indirectly
solicit Contractor’s
employees
for Client’s own benefit or for the benefit
of any other person or entity or attempt to
induce such
employees,
workers or
contractors to terminate their employment/contract (whichever relevant) with
Client.

8. TERM AND TERMINATION

8.1. Term.
This Agreement will commence on the Effective Date and will remain in
full force
and effect for two (2) calendar years from the Effective Date
and shall
be automatically renewed for each subsequent calendar year, unless
terminated
earlier in accordance with the terms of this Agreement or a Statement of Work, or
this Section
8. This
Agreement may be renewed an unlimited number of times.

8.2. Termination for Breach.

Except as provided below, either party may
terminate this Agreement (including all Statements of Work)
if the
other party
breaches any material term of this Agreement and fails to cure such breach within
ten
(10) days
following a
written
notice thereof from the non-breaching party.
Client may terminate this Agreement (including all
Statements of
Work)
with
immediate notice
and with no liability to make any further payments to Contractor
(other than in respect of amounts
accrued
before the Termination
Date)
if at any
time Contractor:

a. commits (or any of its subcontractors commits) any gross negligence or

intentional misconduct
affecting the
business of Client, including but not
limited to acts of fraud or dishonesty, material breaches of
Client’s
code of
conduct-related rules and policies insofar as they are applicable to
independent contractors
(including relating to bribery, corruption, tax
evasion, data protection, equality and diversity,
and health
and safety);

b. commits (or any of its subcontractors commits) any bribery offense;

c. commits (or any of its subcontractors commits) a local or foreign tax

evasion facilitation offense;

d. is wound-up or declared bankrupt or makes arrangements with or for the

benefit of Contractor’s
creditors
or has
a court administration order made
 against Contractor for the reimbursement of Contractor’s
creditors.

8.3. Termination for Convenience.

Either party may terminate this Agreement
(including all Statements of Work) at any time,
without assigning
any reason, upon
at least ten (10)
days written notice
to the other party. Client may also terminate
an individual Statement of Work at any time, without
assigning
any reason,
upon
at least ten (10)
days written notice
to Contractor.

8.4. Termination of Deel Terms and Conditions. This Agreement will

automatically
terminate upon termination of
the Deel Terms and Conditions by
either party, or in the event that Deel terminates Client’s or
Contractor’s use
of the
Deel platform for any reason.

8.5. Effect of Termination.

Upon the expiration or termination of this Agreement
for any reason: (i) Contractor will promptly
deliver to
Client all Contractor
Work
Product, including all work in progress on any Contractor Work Product not
previously delivered
to
Client,
if any, including any electronic copies thereof; (ii)
Contractor will promptly deliver to Client all
Confidential
Information in
Contractor’s possession or control, including any electronic copies thereof; and
(iii) Client
will
pay Contractor any accrued but unpaid fees due and payable to
Contractor pursuant to Section 2.

8.6. Survival.
The rights and obligations of the parties under Sections 2, 3, 4, 5,
6, 7.3, 7.5, 8.5,
9, and 10 will survive the expiration, new statements of work or
termination of this
Agreement to
the maximum
period granted under the
applicable
law.
9. LIMITATION OF LIABILITY

9.1. Nothing in this Agreement will exclude or limit either party’s

liability
for losses
incurred by the other
party resulting from: death or personal injury due to the
willful intent, gross negligence of the
other party
or
that of their employees,
affiliates or subcontractors; a party’s fraud or fraudulent
misrepresentation; a
contractor
breach of the warranty of non infringement under Section
7.3; or a
party’s breach of applicable law.

9.2. Subject to the provisions above, neither party will be liable in

contract,
tort
(including, without limitation,
negligence), pre-contract or other representations
(other than fraudulent misrepresentation) or
otherwise
arising
out of or in
connection with this Agreement for:

a. any economic losses (including, without limitation, loss of revenues, profits,

contracts, data,
business, anticipated
savings or cost of substitute
services);

b. any loss of goodwill or reputation; or

c. any special, indirect or consequential losses suffered or incurred by a party

arising out of or
in
connection
with the provisions of, or any matter under
the Agreement; whether or not such losses were
within the
contemplation
of
the parties on the Effective Date.

IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY SPECIAL, INCIDENTAL,

PUNITIVE, EXEMPLARY
OR
CONSEQUENTIAL DAMAGES
OF ANY KIND IN
CONNECTION WITH THIS AGREEMENT, EVEN IF THE PARTY HAS BEEN
INFORMED IN ADVANCE OF THE
POSSIBILITY
OF SUCH DAMAGES. EXCEPT AS
OTHERWISE SET FORTH IN THIS SECTION
9, EACH PARTY’S MAXIMUM
LIABILITY WILL NOT EXCEED THE UNDISPUTED
OUTSTANDING BALANCES
OWED TO CONTRACTOR.

10. GENERAL

10.1. Assignment.
Contractor may not assign, transfer or delegate this
Agreement or any of the Services, in whole or
in part,
without Client’s express
prior written consent.
Any attempt by Contractor to assign or transfer this
Agreement, without such consent, will be void. Subject to the
foregoing,
this
Agreement will bind and benefit the parties and their respective successors and
assigns.

10.2. No Election of Remedies. Except as expressly set forth in this

Agreement,
the exercise by Client of any of
its remedies under this Agreement will not be
deemed an election of remedies and will be without
prejudice to
its
other
remedies under this Agreement or available at law or in equity or otherwise.

10.3. Equitable Remedies.

Client will have the right to enforce this Agreement and
any of its provisions by
injunction, specific
performance or other
equitable relief,
to the extent permissible under applicable laws, without having to post a
bond or
other
consideration,
in addition to all other remedies that Client may have for a
breach of this Agreement at law
or otherwise.

10.4. Attorneys’ Fees. If any action is necessary to enforce the

terms of this
Agreement, the substantially prevailing
party will be entitled to reasonable
attorneys’ fees, costs and expenses in addition to any
other relief to
which
such
prevailing party may be entitled.

10.5. GOVERNING LAW.

THIS AGREEMENT WILL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF
PERU.
EXCLUDING ITS
BODY OF LAW CONTROLLING CONFLICT
OF LAWS. ANY LEGAL
ACTION OR
PROCEEDING ARISING UNDER THIS AGREEMENT WILL BE BROUGHT
EXCLUSIVELY IN THE FEDERAL
OR STATE
COURTS LOCATED IN
PERU AND
THE
PARTIES IRREVOCABLY CONSENT TO THE
PERSONAL JURISDICTION AND
VENUE THEREIN.

10.6. Severability. If any provision of this Agreement is held invalid or

unenforceable by a court of competent
jurisdiction, the remaining provisions of
this Agreement will remain in full force and effect, and the
provision
affected will
be construed so as to be enforceable to the maximum extent permissible by law.

10.7. Waiver. The failure by either party to enforce any provision of this
Agreement will not constitute a waiver
of future enforcement of that or any other
provision.

10.8. Notices.
All notices required or permitted under this Agreement will be in
writing, will reference this
Agreement,
and will be deemed
given when delivered
via e-mail. All such notices will be sent to the e-mail addresses set forth
above or
to
such other e-mail address as may be specified by either party to the other
party in accordance
with this
Section
10.8.

10.9. Entire Agreement.

This Agreement, together with all Statements of Work,
constitutes the complete and exclusive understanding and
agreement
of the
parties with respect to its subject matter and supersedes all prior understandings
and
agreements,
whether
written or oral, with respect to its subject matter. Each
party acknowledges that in entering into
this
Agreement
it does not rely on any
statement, representation, assurance or warranty that is not set out in this
Agreement
(including any Statement of Work). No term of any Statement of Work
will be deemed to amend the
terms of this
Agreement
unless a Statement of Work
references a specific provision in this Agreement and provides that the
Statement
of
Work is amending only that specific provision of this Agreement and only with
respect to Services
performed
pursuant
to such Statement of Work. Any waiver,
modification or amendment of any provision of this Agreement
will be
effective
only if in writing and signed by the parties hereto. Each party agrees that it will
have no claim
for innocent
or negligent misrepresentation based on any provision
of this Agreement.

10.10. No Partnership. This Agreement does not create a partnership or

joint-
venture relationship.

10.11. Counterparts. This Agreement may be executed in counterparts, each

of
which
will be deemed an original, but
all of which together will constitute one and
the same instrument.

10.12. Modifications. This Agreement may be modified only by a contract in

writing
executed by the parties to this
Agreement against whom enforcement of
such modification is sought.

10.13. Third-Party Rights. The parties do not intend that any term of this
Agreement will be enforceable by any person
who is not a party to this
Agreement.

10.14. Electronic Signatures. Except where prohibited by law, the

parties
consent to use Deel’s electronic signature
service to execute this Agreement and
agree that such signatures are valid and binding on the
parties.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
Effective Date.

CLIENT CONTRACTOR

Signature:
Signature:

Date:
[date] Date:
[date]
 EXHIBIT A

STATEMENT OF WORK 1

REF: evAq2N4v

DATE:
[date]

This Statement of Work is issued under and subject to all of the terms and
conditions of
Contractor
Agreement dated
as of
February 1st, 2022,
between
Client
and Contractor.

DESCRIPTION OF SERVICES

Contract name:

Jorge Perez / Developer

Scope:
General Purpose

The Software Developer's position requires to use software development

languages and tools to research, design, implement, manage, test, and evaluate
software programs.

Duties and Responsibilities

- Researching, designing, managing software programs

- Testing and evaluating new programs
- Modifying software to fix error, improve its performance
- Deploying software tools, processes and metrics
- Directing software programming and documentation development
- Writing and implementing code
- Preparing reports on programming project specifications, activities, or status
- Consulting with engineering staff to evaluate software-hardware interfaces
and develop specifications and performance requirements.

Milestones and Payment terms:

Starting on
February 1st, 2022,
[Contractor] will get paid for the work performed
and approved
every month
a fixed sum of USD8000.
The payment will be paid
out
on
the last day
of the month.
If payment is made by bank transfer with a
commission, the commission is paid by the
Contractor.

Termination date:

This Statement of Work may be terminated in accordance with the provisions of

the Terms
and Termination section of the Contractor Agreement or
ten
(10)
days
after a termination notice
is provided.

IN WITNESS WHEREOF, the parties have executed and agreed to this additional
Statement of
Work for the
contract as of the
February 1st, 2022.

CLIENT CONTRACTOR

Signature:
Signature:

Date:
[date] Date:
[date]
 CONTRACT EVENT LIST

Document ID: evAq2N4v

CONTRACT
CREATED

February 10th, 2022, 14:02:32

Felicia Blick
IP: 181.65.19.60