CONTRACTOR AGREEMENT

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This Contractor Agreement (“Agreement”) is entered into as of August 18th, 2021

(the “Effective Date”), between:

Synthesis School, DE Limited liability company LLC having its principal place of
business at 8605 Santa Monica Blvd PMB 68274, West Hollywood, CA, United
States, 900694109, email address: admin@synthesis.is, registered in CA under
the number 852547078 (“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’s relationship with Client will be that of

an independent contractor acting as a service provider to Client, and not that of
an employee, worker, agent or partner of Client. Contractor will not be entitled to
any statutory benefits payable to employees or workers by law, or otherwise any
benefits paid or made available by Client to its employees or workers, including,
without limitation, any retirement or pension benefits, social security contributions,
provident fund or gratuity payments; vacation, holiday, or illness payments;
participation in any plans, arrangements or distributions made by Client pertaining
to any bonus, stock options, profit sharing, insurance or similar benefits; or any
other any end-of-service benefits payable to an employee or worker.

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, 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 or any other competent
authority; 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.

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.
3.5. Indemnification by Contractor. Contractor will indemnify and hold Client
harmless from and against all damages, liabilities, losses, penalties, fines,
expenses and costs (including reasonable fees and expenses of attorneys and
other professionals) arising out of or relating to any obligation imposed by any
government authority and/or court of law on Client to pay any withholding taxes,
social security, unemployment or disability insurance, employees’ retirement
and/or pension benefits 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, employees’ retirement and/or
pension benefits 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; except where recovery by
Client pursuant to this Section 3.5 is prohibited by law; and all reasonable
costs, expenses, penalties, fines 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 was caused directly by 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.

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, 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, 8.6, 9, 10, and 11 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 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 and Arbitration. Any dispute or claim arising out of or
related to this Agreement, or breach or termination thereof, will be finally settled
by binding arbitration in the city of West Hollywood, CA, United States pursuant to
the International Arbitration Rules and Procedures of the Judicial Arbitration and
Mediation Service, Inc. (“JAMS”) then in effect by a single JAMS arbitrator with
substantial experience in resolving complex commercial contract disputes.
Judgment on the award rendered by the arbitrator may be entered in any court
having jurisdiction thereof. The arbitrator will apply CA law to the merits of any
dispute or claim, without reference to rules of conflict of law, and shall have the
authority to award any and all available remedies, including legal and equitable
relief. The parties may apply to any court of competent jurisdiction for a
temporary restraining order, preliminary injunction, or other interim or
conservatory relief, as necessary, without breach of this arbitration agreement
and without any abridgment of the powers of the arbitrator. The arbitral
proceedings and all pleadings and written evidence shall be in the English
language. Any written evidence originally in a language other than English shall be
submitted in English translation accompanied by the original or true copy thereof.
The prevailing party will be entitled to receive from the non-prevailing party all
costs, damages and expenses, including reasonable attorneys’ fees, incurred by
the prevailing party in connection with that action or proceeding, whether or not
the controversy is reduced to judgment or award. The prevailing party will be that
party who may be fairly said by the arbitrator(s) to have prevailed on the major
disputed issues. Contractor hereby consents to the arbitration in the State of CA
in the city of West Hollywood.

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.

11. DTSA. NOTICE This agreement does not affect any immunity under 18 USC
Sections 1833(b) 1 or 2, which read as follows (note that for purposes of this
statute only, individuals performing work as contractors or consultants are
considered to be employees):

1. An individual shall not be held criminally or civilly liable under any Federal or
State trade secret law for the disclosure of a trade secret that A is made
(i) in confidence to a Federal, State, or local government official, either
directly or indirectly, or to an attorney; and (ii) solely for the purpose of
reporting or investigating a suspected violation of law; or B is made in a
complaint or other document filed in a lawsuit or other proceeding, if such
filing is made under seal.

2. An individual who files a lawsuit for retaliation by an employer for reporting

a suspected violation of law may disclose the trade secret to the attorney
of the individual and use the trade secret information in the court
proceeding, if the individual A files any document containing the trade
secret under seal; and B does not disclose the trade secret, except
pursuant to court order.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
Effective Date.

CLIENT CONTRACTOR

Signature: Charles
Signature:
Harrison

Date: August 18th, 2021 Date: [date]

 EXHIBIT A
STATEMENT OF WORK 1
REF 5z84pWbz

DATE [date]

This Statement of Work is issued under and subject to all of the terms and
conditions of Contractor Agreement dated as of August 18th, 2021, between
Client and Contractor.

DESCRIPTION OF SERVICES

Contract name:
Brian Wang

Scope:
Teacher

Milestones and Payment terms: Starting on the August 18th, 2021, Contractor]
will get paid a sum by Client for every task completed. The value of each task will
be defined by Client or Contractor prior to payment. By paying the task, Client
confirms his approval of the work and value of the task. The payment will be paid
out 5 days following every other Sunday. 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 August 18th, 2021.

CLIENT CONTRACTOR

Signature: Charles
Signature:
Harrison

Date: August 18th, 2021 Date: [date]

 CONTRACT EVENT LIST

Document ID 5z84pWbz

CONTRACT CREATED

August 18th, 2021, 153535

Charles Harrison
IP 99.151.192.134

CONTRACT SIGNED BY CLIENT

August 18th, 2021, 153546

Charles Harrison
IP 99.151.192.134