CONSULTANCY AGREEMENT

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THIS AGREEMENT is made on

BETWEEN:

NAME OF COMPANY Limited whose registered office is at (registered office) (‘the Company’);
and

NAME of ADDRESS (‘the Consultant’)

NOW IT IS HEREBY AGREED AS FOLLOWS:

1 DEFINITIONS

In this Agreement the following terms and phrases shall have the following meaning unless
the context requires otherwise:

Board The board of directors of the Company from time to time.

Commencement Date November 2020.

1 Consultancy Services The services to be performed by the

Consultant in the course of his or her appointment hereunder
as set out in the Schedule to this Agreement, such services
to be provided using reasonable skill and care.

Termination Date January 2021.

Data Protection Legislation Means any data protection legislation from time to time in
force in the UK including the Data Protection Act 2018 or any
successor legislation.

2 APPOINTMENT

2.1 With effect from the Commencement Date, the Consultant is (subject to Clause 8) appointed
as a Consultant to the Company OPTIONAL: [for a period of PERIOD OF APPOINTMENT
MONTHS/YEARS to carry out the project of SPECIFY PROJECT] unless this Agreement is
terminated by either party serving not less than ONE MONTH’S notice in writing on the other.

2.2 Consulting services will focus on the following points:

1.1.1. Biomass production of spirulina in Mozambique.

1.1.2. Production of spirulina bio stimulant in Mozambique

1.1.3. Pigment extraction in Mozambique.

The execution of these activities will only include the research and development phase which will be
carried out during the months of November and December 2020 and January 2021. Without prejudice
to subsequent consultancy contracts to achieve the goals of the project.

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1.1 3 DUTIES

3.1 During his or her appointment, the Consultant shall devote such of his or her time, attention
and skill to the business of the Company as shall be necessary for the proper performance of
the Consultancy Services CHOOSE ONE OF THE BELOW: (Provided that the Consultant shall
not be required to spend more than NUMBER hours per WEEK/MONTH in the performance of
the Consultancy Services) OR (Provided that the Consultant must spend at least NUMBER
hours per WEEK/MONTH in the performance of the Consultancy Services)

3.2 The Consultant agrees to undertake the Consultancy Services in an expert and diligent
manner and to provide his or her services to the best of his or her financial, commercial,
technical and creative skill.

3.3 The Consultant shall keep the Board informed of progress on the project(s) in which the
Consultant is engaged and shall produce written reports on the same from time to time when
so requested by the Board. While the Consultant’s method of working is entirely his or her
own and he or she is not subject to the control of the Board, he or she shall nevertheless
promptly comply with this and any other reasonable requests of the Board.

3.4 The Consultant warrants to the Company that by entering into this Agreement he or she will
not be in breach of any obligations to or agreements with any third party.

3.5 The Consultant will not during his or her appointment undertake any additional activities or
accept other engagements or employments which lead or might lead to any conflict of
interest between the Consultant and the best interests of the Company or which are in
competition with the business of the Company.

3.6 If the Consultant is unable at any time to perform the Consultancy Services, the Consultant
may delegate performance of the Consultancy Services to such suitably qualified and
experienced personnel as he or she may from time to time deem appropriate. The
Consultant must notify the Company if this power to delegate is exercised and provide details
of the name of the delegate/substitute. The Consultant will be responsible for remunerating
the delegate/substitute. If a delegate/substitute is appointed, the provisions relating to sub-
processor obligations under Clause 12 will apply.

3.7 If the Consultant is unable at any time to perform the Consultancy Services due to illness, he
or she must notify the Company as soon as reasonably practicable. For the avoidance of
doubt, no fee shall be payable in accordance with Clause 4 in respect of any period during
which the Services are not provided.

3.8 The Consultant will comply with the Company’s policies and procedures on CHOOSE FROM
THE FOLLOWING: [anti-corruption and bribery] [social media] [anti-harassment and bullying]
OTHER RELEVANT POLICIES.

3.9 The Consultant may use a third party to perform any administrative, clerical or secretarial
functions which are reasonably incidental to the provision of the Services provided that:

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 (a) The Company will not be liable to bear the cost of such functions; and

(b) At the Company's request the third party shall be required to enter into direct
undertakings with the Company, including with regard to confidentiality.

13.10 The Consultant shall:

(a) Not engage in any activity, practice or conduct which would constitute either:

(i) A UK tax evasion facilitation offence under section 45(1) of the Criminal
Finances Act 2017; or
(ii) A foreign tax evasion facilitation offence under section 46(1) of the Criminal
Finances Act 2017;

(b) [Comply with the Company's CHOOSE ONE: [anti-facilitation of tax evasion
policy OR anti-corruption and bribery policy] OPTIONAL: [and RELEVANT INDUSTRY
CODE ON ANTI-FACILITATION OF TAX EVASION [annexed to this agreement at
schedule INSERT]]], CHOOSE ONE: [a copy of which has been given to the
Consultant OR which is available from POSITION], [in each case] as CHOOSE ONE:
[the Company OR the relevant body] may update [them OR it] from time to time;]

(c) Promptly report to the Company any request or demand from a third party to
facilitate the evasion of tax within the meaning of Part 3 of the Criminal Finances Act
2017 or any suspected tax evasion offences or facilitation of tax evasion offences,
whether under UK law or under the law of any foreign country, in connection with
the performance of this agreement;

(d) Ensure that all persons associated with the Consultant or other persons who are
performing services OPTIONAL: [or providing goods] in connection with
this agreement comply with this Clause 3.10; and

(e) Within NUMBER months of the date of this agreement, and annually thereafter,
certify to the Company in writing compliance with this Clause 3.10 by the Consultant
and all persons associated with the Consultant or other persons who are performing
services [or providing goods] in connection with this agreement. The Consultant shall
provide such supporting evidence of compliance as the Company may reasonably
request.

3.11 Failure to comply with Clause 3.10 may result in the immediate termination of this
agreement.

1.1.1 4 FEE AND INVOICING

4.1 A fee of £ AMOUNT per HOUR/WORKING DAY/WEEK/MONTH together with value added tax
thereon (if applicable) shall be payable to the Consultant for the provision of the Consultancy
Services and such fee shall be payable MONTHLY in arrears by the 15TH day of the month
immediately following the month in which the relevant Consultancy Services have been
performed.

4.2 Unless agreed otherwise, the Consultant shall submit an invoice to the Company on the last
day of each month detailing the Consultancy Services provided and the hours worked within
that month and the fees due in respect thereof and where he or she is registered for value
added tax shall show any value added tax separately on such invoices.

4.3 In the event that there are periods when there are no Consultancy Services for the
Consultant to perform, the Consultant shall not be paid a retainer for these periods. The fee
is only payable in respect of Consultancy Services actually provided.

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 OPTIONAL CLAUSE:
[4.4 Before the Consultant sends their first invoice to the Company, he or she will provide a true
copy of their VAT Registration Certificate (where applicable)].

4.5 The Company is entitled to deduct from any fees or expenses payable to the Consultant any
sums that the Consultant owes to the Company at any time.

1.1.2 5 EXPENSES

The Consultant shall be entitled to be reimbursed by the Company for all out-of-pocket
expenses wholly, exclusively and properly incurred in the performance of the Consultancy
Services subject to the Consultant providing the Company with original vouchers, receipts or
other evidence of actual payment of such expenses and subject to the expenses being
specifically agreed in advance by the Company.

The Company hereby will bear all the expenses that come from the activities carried out by
the Consultant in this agreement.

6 CONFIDENTIALITY

6.1 The Consultant hereby agrees that during the course of his or her appointment under this
Agreement he or she is likely to obtain knowledge of trade secrets and also other confidential
information with regard to the business and financial affairs of the Company and those of the
Company’s clients, customers and suppliers details of which are not in the public domain
(‘Confidential Information’), including in particular SPECIFY RELEVANT MATTERS and
accordingly the Consultant hereby undertakes to and covenants with the Company that:

6.1.1 he or she shall not at any time after the Termination Date use or procure the use of
the name of the Company in connection with his or her own or any other name in
any way calculated to suggest that he or she continues to be connected with the
business of the Company or in any way hold himself or herself out as having such
connection;

6.1.2 he or she shall not use the Confidential Information other than during the
continuance of this Agreement and in connection with the provision of the
Consultancy Services; and

6.1.3 he or she shall not at any time after the date of this Agreement (save as required by
law) disclose or divulge to any person other than to officers or employees of the
Company whose province it is to know the same any Confidential Information and he
or she shall use his or her best endeavors to prevent the publication or disclosure of
any Confidential Information by any other person.

6.2 The restrictions set out in Clause 6.1 shall cease to apply to information or knowledge which
comes into the public domain otherwise than by reason of the default of the Consultant.

7 DELIVERY UP OF DOCUMENTS

Upon the expiration or termination of his or her appointment under this Agreement for
whatsoever cause, the Consultant shall forthwith deliver up to the Company or its authorised
representative all keys and any swipe card, credit cards, computer hardware or software,
mobile phone, books, documents, account records and any other papers, data or items which
may be in his or her possession, custody or control and which are the property of the
Company or which otherwise relate in any way to the business or affairs of the Company and
no copies of the same or any part thereof shall be retained by him or her. He or she shall

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 then (if required by the Company) make a declaration that the whole of the provisions of this
Clause have been complied with.

1.1.3 8 TERMINATION OF AGREEMENT

Either party shall have the right at any time to terminate this Agreement by not less than
ONE MONTH’S notice in writing to the other party. In addition, the Company shall have the
right to terminate this Agreement at any time by summary notice without any payment in lieu
in the event of the Consultant:

8.1 being in material or persistent breach of any of the terms of this Agreement or refuses or
neglects to comply with any reasonable and lawful directions of the Company;

8.2 having a bankruptcy order made against him or her or making any arrangement with his or
her creditors or having an interim order made against him or her;

8.3 being convicted of any criminal offence other than a minor driving offence under the road
traffic legislation in the UK or elsewhere for which a fine or non-custodial penalty is imposed;

8.4 persistently and willfully neglecting the performance of the Consultancy Services or failing to
remedy any default in providing the Consultancy Services;

8.5 offering, promising or giving a bribe or requesting, agreeing to receive or accepting a bribe or
bribing a foreign public official in connection with the Consultancy Services contrary to the
Bribery Act 2010; or

8.6 doing any action manifestly prejudicial to the interests of the Company or which in the
opinion of the Board may bring the Company into disrepute;

and the Consultant shall have no claim against the Company in respect of the termination of
his or her appointment for any of the reasons specified pursuant to Clauses 8.1 to 8.6.

1.1.4 9 NO EMPLOYMENT

9.1 The Consultant is an independent contractor and nothing in this Agreement shall render or be
deemed to render the Consultant an employee, worker or agent of the Company and the
Consultant shall not hold himself or herself out as such. This Agreement does not create any
mutuality of obligation between the Consultant and the Company.

9.2 This agreement constitutes a contract for the provision of services and not a contract of
employment and accordingly the Consultant shall be fully responsible for and shall indemnify
the Company OPTIONAL: [or any Group Company] for and in respect of:

(a) Any income tax, National Insurance and social security contributions and any other
liability, deduction, contribution, assessment or claim arising from or made in
connection with the performance of the Services, where the recovery is not prohibited
by law. The Consultant shall further indemnify the Company against all reasonable
costs, expenses and any penalty, fine or interest incurred or payable by the Client in
connection with or in consequence of any such liability, deduction, contribution,
assessment or claim OPTIONAL: [other than where the latter arise out of the
Company's negligence or wilful default]

(b) Any liability arising from any employment-related claim or any claim based on worker
status (including reasonable costs and expenses) brought by the Consultant or any
Substitute against the Company arising out of or in connection with the provision of

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 the Services, except where such claim is as a result of any act or omission of the
Company.

9.3 The Company may at its option satisfy such indemnity (in whole or in part) by way of
deduction from any payments due to the Consultant.

10 TAX LIABILITIES AND INDEMNITY

10.1 The Company and the Consultant declare and confirm that it is the intention of the parties
that the Consultant shall have the status of a self-employed person and shall be responsible
for all income tax liabilities and national insurance or similar contributions in respect of his or
her fees and accordingly the Consultant hereby agrees to indemnify the Company in respect
of any claims that may be made by the relevant authorities against the Company in respect
of income tax and national insurance or similar contributions relating to the Consultant’s
services under this Agreement.

10.2 The Consultant also agrees to indemnify the Company for any loss, damage, liability, costs or
expenses (including reasonable legal costs) arising from:

10.2.1 any breach by him or her, or any delegate engaged by him or her, of the terms of
this Agreement, including any negligent or reckless act or omission in carrying out
the Consultancy Services; or

10.2.2 any employment-related claim or any claim based on worker status brought by him
or her, or by any delegate appointed by him or her, against the Company arising out
of or in connection with the provision of the Consultancy Services.

11 INSURANCE

11.1. The Consultant warrants to the Company that he or she will take out and maintain throughout
the term of this Agreement adequate insurance in respect of Public Liability Insurance coverage
with an insurance office of repute to protect themselves against any liabilities arising out of this
Agreement and shall produce, at the request of the Company, a copy of the insurance policy or
policies and relevant renewal receipts for inspection by the Company.

11.2. The Consultant shall be entitled to receive adequate insurance from a reputable insurance
office, the insurance will include the following:

11.2.1. Personal Accident Insurance.

11.2.2. Life Insurance.

11.2.3. Health Insurance.

11.3. The expenses derived from these insurances will be assumed entirely by the contracting
company.

12 DATA PROTECTION KEEP IF APPLICABLE*

12.1 The Company will collect and process information relating to the Consultant in accordance
with the privacy notice which is CHOOSE ONE: [on the intranet OR annexed to this
Agreement].

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12.2 [The Consultant and the Company acknowledge that for the purposes of the Data Protection
Legislation, the Company is the data controller and the Consultant is the data processor.]*

12.3 [The Consultant and the Company will comply with the Data Protection Legislation.]*

12.4 [Schedule [1] sets out the scope, nature and purpose of the processing by the Consultant,
the duration of the processing and the types of personal data (as defined in the Data
Protection Legislation (Personal Data)) and categories of data subject.]*

12.5 [The Consultant shall, in relation to any Personal Data processed in connection with the
Engagement:

(a) Process that Personal Data only on written instructions of the Company.

(b) Keep the Personal Data confidential.

(c) Comply with the Company's PRIVACY STANDARD OR DATA PROTECTION POLICY
DATA RETENTION GUIDELINES LIST OTHER POLICIES.

(d) Comply with the Company's reasonable instructions with respect to processing
Personal Data.

(e) [Not transfer any Personal Data outside of the European Economic Area without the
Company's prior written consent.]*

(f) Assist the Company OPTIONAL: [at the Client's cost] in responding to any data
subject access request and to ensure compliance with its obligations under the Data
Protection Legislation with respect to security, breach notifications, privacy impact
assessments and consultations with supervisory authorities or regulators.

(g) Notify the Company without undue delay on becoming aware of a Personal Data
breach or communication which relates to the Company's or Consultant's compliance
with the Data Protection Legislation.

(h) At the written request of the Company, delete or return Personal Data and any copies
thereof to the Company on termination of the Engagement unless required by the
Data Protection Legislation to store the Personal Data.

(i) Maintain complete and accurate records and information to demonstrate compliance
with this clause NUMBER IF RELEVANT: [and allow for audits by the Company or the
Company's designated auditor].

12.6 OPTIONAL CLAUSE: [The Consultant shall ensure that he has in place appropriate technical
or organisational measures, reviewed and approved by the Company, to protect against
unauthorised or unlawful processing of Personal Data and against accidental loss or
destruction of, or damage to, Personal Data, appropriate to the harm that might result from
the unauthorised or unlawful processing or accidental loss, destruction or damage and the
nature of the data to be protected, having regard to the state of technological development
and the cost of implementing any measures. Such measures may include, where appropriate:

(a) Pseudonymising and encrypting Personal Data.

(b) Ensuring confidentiality, integrity, availability and resilience of its systems and
services

(c) Ensuring that availability of and access to Personal Data can be restored in a timely
manner after an incident

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 (d) Regularly assessing and evaluating the effectiveness of the technical and
organisational measures adopted by it.]

12.7 The Company agrees that any delegate/substitute appointed under clause 3.6 is a third-party
processor of Personal Data under this agreement. The Consultant confirms that it will enter
into a written agreement, which incorporates terms which are substantially similar to those
set out in this clause NUMBER, with the delegate/substitute. The Consultant shall remain fully
liable for all acts or omissions of any third-party processor appointed by it pursuant to this
clause NUMBER.

12.8 OPTIONAL CLAUSE: [The Consultant shall have personal liability for and shall indemnify the
Company IF RELEVEANT: [and any Group Company] for any loss, liability, costs (including
legal costs), damages, or expenses resulting from any breach by the Consultant [or a
Substitute engaged by the Consultant] of the Data Protection Legislation, and shall maintain
in force full and comprehensive Insurance Policies.]

13 INTELLECTUAL PROPERTY

13.1 The Consultant assigns to the Company all existing and future intellectual property rights and
inventions arising from the Consultancy Services. The Consultant also agreed to do all acts
as may in the opinion of the Company be necessary to give effect to this Clause.

13.2 The Consultant undertakes:

(a) To notify to the Company in writing full details of any Inventions promptly on their
creation;

(b) To keep confidential details of all Inventions;

(c) Whenever requested to do so by the Company and in any event on the termination of
the Engagement, promptly to deliver to the Client all correspondence, documents,
papers and records on all media (and all copies or abstracts of them), recording or
relating to any part of the Works and the process of their creation which are in his
possession, custody or power;

(d) Not to register nor attempt to register any of the Intellectual Property Rights in the
Works, nor any of the Inventions, unless requested to do so by the Company; and

(e) To do all acts necessary to confirm that absolute title in all Intellectual Property
Rights in the Works and the Inventions has passed, or will pass, to the Company.

13.3 The Consultant warrants to the Company that:

(a) HE/SHE has not given and will not give permission to any third party to use any of
the Works or the Inventions, nor any of the Intellectual Property Rights in the Works;

(b) HE/SHE is unaware of any use by any third party of any of the Works or Intellectual
Property Rights in the Works; and

(c) The use of the Works or the Intellectual Property Rights in the Works by the
Company will not infringe the rights of any third party.

13.4 The Consultant agrees to indemnify the Company and keep it indemnified at all times against
all or any costs, claims, damages or expenses incurred by the Company, or for which the
Company may become liable, with respect to any intellectual property infringement claim or

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 other claim relating to the Works or Inventions supplied by the Consultant to the Company
during the course of providing the Services. The Consultant shall maintain adequate liability
insurance coverage and ensure that the Company's interest is noted on the policy, and shall
supply a copy of the policy to the Company on request. The Company may at its option
satisfy this indemnity (in whole or in part) by way of deduction from any payments due to the
Consultant.

13.5 The Consultant 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
the Consultant in respect of the performance of his obligations under this Clause 13.

13.6 The Consultant undertakes, at the expense of the Company, at any time either during or after
the Engagement, to execute all documents, make all applications, give all assistance and do
all acts and things as may, in the opinion of the CHOOSE ONE: [Client OR Board], be
necessary or desirable to vest the Intellectual Property Rights in, and to register them in, the
name of the Client and to defend the Company against claims that works embodying
Intellectual Property Rights or Inventions infringe third party rights, and otherwise to protect
and maintain the Intellectual Property Rights in the Works and the Inventions.

13.7 The Consultant irrevocably appoints the Company to be his attorney in his name and on his
behalf to execute documents, use the Consultant's name and do all things which are
necessary or desirable for the Company to obtain for itself or its nominee the full benefit of
this clause.

13.8 The Consultant waives all moral rights under the Copyright, Designs and Patents Act 1988
which the Consultant has or may have in any existing or future works relating to the
Consultancy Services.

13.9 All Background Intellectual Property Right of the Consultant and Third Party Intellectual
Property Right is and shall remain the exclusive property of the party owning it.

14 FORCE MAJEURE

14.1 If either party to this Agreement is prevented or delayed in the performance of any of their
respective obligations under this Agreement by “force majeure”, then such party shall be
excused the performance for so long as such cause of prevention or delay shall continue.

14.2 For the purpose of this Agreement, “force majeure” shall be deemed to be any cause
affecting the performance of this Agreement arising from or attributable to acts, events,
omissions or accidents beyond the reasonable control of such party and includes, but is not
limited to, the following:

14.2.1 Strikes, lockouts or other industrial action;

14.2.2 Civil commotion, riot, invasion, war threat or preparation for war;

14.2.3 Fire, explosion, storm, flood, earthquake, subsidence, epidemic, severe weather or
other natural physical disaster;

14.2.4 Impossibility of the use of railways, shipping, aircraft, motor transport or other means
of public or private transport; and

14.2.5 Political interference with normal operations.

15 ENTIRE AGREEMENT

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 This Agreement contains the entire agreement and understanding of the parties relating to
the subject matter of this Agreement and extinguishes all previous agreements between the
parties relating to the subject matter hereof.

16 SURVIVAL OF CAUSES OF ACTION

The termination of this Agreement howsoever occurring shall not affect the rights and
liabilities of the parties already accrued at such time nor affect the continuance in force of
such of its provisions as are expressed as or capable of having effect after such termination.

17 SEVERABILITY

If any provision of this Agreement is held invalid, illegal or unenforceable for any reason by
any Court of competent jurisdiction, such provision shall be severed and the remainder of the
provisions of this Agreement shall continue in full force and effect as if this Agreement had
been executed with the illegal or unenforceable provision eliminated.

18 VARIATION AND WAIVER

18.1 This Agreement can only be varied with the consent of both the Consultant and the
Company.

18.2 Failure of any party to insist upon strict performance of any provision of this Agreement or
the failure of any party to exercise any right or remedy to which he or she is entitled
hereunder shall not constitute a waiver thereof and shall not cause a diminution of the
obligations under this Agreement
.
18.3 No waiver of any of the provisions of this Agreement shall be effective unless it is expressly
stated to be such and signed by all the parties to this Agreement.
18.4 The Contracts (Rights of Third Parties) Act 1999 shall not apply to this Agreement.

19 COMMUNICATIONS

Any communication or notice to be given pursuant to the terms of this Agreement shall be in
writing and shall be delivered by hand or sent by post to the address of the addressee as set
out in this Agreement or such other address (being in Great Britain) as the addressee may
from time to time have notified for the purpose of this Clause, or sent by facsimile
transmission to the addressee’s fax number as from time to time notified.

1.1.5 20 LAW AND JURISDICTION

This Agreement is governed by the laws of England and Wales and the parties agree to
submit to the exclusive jurisdiction of the Courts of England and Wales to settle any dispute
or claim arising from this Agreement.

Executed as a deed by NAME OF CLIENT

Acting by NAME OF DIRECTOR a director, in the presence of:

…………………………………………….

[SIGNATURE OF FIRST DIRECTOR]

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…………………………………………….

[SIGNATURE OF 1ST WITNESS]

NAME, ADDRESS OF WITNESS
AND OCCUPATION

Signed as a deed by NAME OF CONSULTANT in the presence of:

…………………………………………….
[SIGNATURE OF CONSULTANT]

…………………………………………….
[SIGNATURE OF 2ND WITNESS]
NAME, ADDRESS OF WITNESS
AND OCCUPATION

SCHEDULE 1

PROCESSING, PERSONAL DATA AND DATA SUBJECTS

Part 1
PROCESSING BY THE CONSULTANT

[1. SCOPE
2. NATURE
3. PURPOSE OF THE PROCESSING
4. DURATION OF THE PROCESSING]

Part 2
SPECIFY THE TYPES OF PERSONAL DATA

Part 3
LIST THE CATEGORIES AND DATA SUBJECT

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This document is intended to serve as general guidance only and does not constitute legal
advice. The application and impact of laws can vary widely based on the specific facts
involved. This document should not be used as a substitute for consultation with professional
legal or other competent advisers. Before making any decision or taking any action, you
should consult a Markel Law professional.

In no circumstances will Markel Law LLP, or any company within the Markel Group be liable
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