Client Name

NON-DISCLOSURE AGREEMENT

This Non-Disclosure Agreement (the “Agreement”) is entered into by and between Client
Name (the “Client”), with a mailing address of _________________ and _Contractor
Name_ (“Contractor”), with a mailing address of _____________________________.

1. Consulting Relationship. During the term of this Agreement, Contractor

willprovide consulting services (the “Services”) to the Client as described on Exhibit
A attached to this Agreement. Contractor represents that Contractor is duly licensed
(as applicable) and has the qualifications, the experience and the ability to properly
perform the Services. Contractor shall use Contractor’s best efforts to perform the
Services such that the results are satisfactory to the Client.

2. Fees.As consideration for the Services to be provided by Contractor and

otherobligations, the Client shall pay to Contractor the amounts specified in Exhibit
B attached to this Agreement.

3. Expenses. Contractor shall not be authorized to incur on behalf of the Client

anyexpenses without the prior consent of Contact, which consent shall be evidenced
in writing for any expenses in excess of $25.00.

4. Term and Termination. Contractor shall serve as a Contractor to the Client for a
trial period starting on or before July5, 2021 (“Start Date”) and ends on August 5,
23, 2021 (“End Date”) provided however the Consulting Relationship shall
terminate prior to such date if Contractor completes the provision of the Services to
the Client under this Agreement.

Notwithstanding the above, either party may terminate this Agreement at any time
upon five days’ written notice. In the event of such termination, Contractor shall be
paid for any portion of the Services that have been performed prior to the
termination. Should either party default in the performance of this Agreement or
materially breach any of its obligations under this Agreement, the non-breaching
party may terminate this Agreement immediately if the breaching party fails to cure
the breach within 30 business days after having received written notice by the
nonbreaching party of the breach or default.

5. Independent Contractor. Contractor’s relationship with the Client will be that ofan
independent contractor and not that of an employee.

a. Requirements: Contractor shall:

i. Be paid an upfront payment for the scope of work stated in Exhibit A and as
Virtual Assistant.
b. Method of Provision of Services: Contractor shall be solely responsible
fordetermining the method, details and means of performing the Services.

c. No Authority to Bind Client.

 Contractor, nor any partner, agent oremployee of Contractor, has authority to
enter into contracts that bind the Client or create obligations on the part of the
Client without the prior written authorization of the Client.

d. No Benefits. Contractor acknowledges and agrees that Contractor

(orContractor’s employees, if Contractor is an entity) will not be eligible for
any Client employee benefits and, to the extent Contractor (or Contractor’s
employees, if Contractor is an entity) otherwise would be eligible for any
Client employee benefits but for the express terms of this Agreement,
Contractor (on behalf of itself and its employees) hereby expressly declines
to participate in such Client employee benefits.

e. Withholding; Indemnification.

Contractor shall have full responsibility forapplicable withholding taxes for

all compensation paid to Contractor, its partners, agents or its employees
under this Agreement, and for compliance with all applicable labor and
employment requirements with respect to Contractor’s self-employment, sole
proprietorship or other form of business organization, and Contractor’s
partners, agents and employees, including state worker’s compensation
insurance coverage requirements and any UK immigration visa requirements.
Contractor agrees to indemnify, defend and hold the Client harmless from
any liability for, or assessment of, any claims or penalties with respect to
such withholding taxes, labor or employment requirements, including any
liability for, or assessment of, withholding taxes imposed on the Client by the
relevant taxing authorities with respect to any compensation paid to
Contractor or Contractor’s partners, agents or its employees.

6. Supervision of Contractor’s Services. All of the Services to be performed

byContractor, including but not limited to the Services, will be as agreed between
Contractor and the Client.

7. Ownership of Copyrights and Other Intellectual Properties .All right, title

andinterest, including copyright, in all articles, reports, art, designs, photographic
images, video and audio recordings, software, and any other copyrightable materials,
which are first created or produced in performing the Services hereunder
(“Materials”), shall be “work-made-for-hire” under the Copyright Revision Act of
1976, as amended, and the Client shall hold the exclusive right, title and interest in
and to the copyright to the Materials and all rights under copyright therein under
United States and international laws and conventions. In the event any such
Materials are not “work-made-for-hire,” Contractor hereby assigns to the Client all
right, title and interest, including copyright, in such Materials and agrees to execute
such instruments of assignment and transfer as are necessary to perfect the Client’s
ownership therein.

In addition to the Materials, Contractor hereby assigns to the Client all right, title and
interest in and to any other intellectual properties, including but not limited to
trademarks, service marks, trade names, logos, ideas, concepts, techniques, processes
and the like, whether or not reduced to a tangible form or medium, which Contractor
first develops for or in conjunction with the Client in performing the Services
(“Intellectual Properties”). This assignment will be at no cost to the Client.

Contractor acknowledges that in the conduct of its business the Client has developed
and owns certain intellectual properties including, but not limited to trademarks,
service marks, trade names, logos, ideas, concepts, techniques, processes and the
like, whether or not reduced to a tangible form or medium “Client’s Intellectual
Properties”), and that Contractor has no ownership or other proprietary interest in or
to such Client’s Intellectual Properties.

In entering into this Agreement, and without limitation to the rights granted the
Client hereunder, Contractor understands and agrees that the Client may publish the
Materials and otherwise reproduce the Intellectual Properties in print and/or in
electronic formats, including without limitation in CD-ROM, DVD, multimedia,
online (including the Internet) and other electronic formats, whether now or
hereafter known, an unlimited number of times and for an unlimited period of time
throughout the world, and that without limitation to the Client’s ownership of
copyright, Contractor hereby authorizes and grants the Client the necessary rights to
engage in all such activities at no cost to the Client.

Notwithstanding any other provision in this Agreement to the contrary, the Client
and Contractor understand and agree that the following additional provisions apply
to this Section 7:

With respect to software, computer code, and documentation and information related
to said software and computer code not first created or produced by Contractor
pursuant to this Agreement which are included by Contractor in the work product
and/or services provided to the Client by Contractor pursuant to this Agreement,
Contractor retains all rights to said software and computer code, and documentation
and information related to software and computer code and Contractor hereby grants
to the Client and the Client hereby accepts, an unlimited, unrestricted, royalty-free,
fully paid, worldwide and nonexclusive right to use, modify and sublicense to said
software and computer code, and documentation and information related to software
and computer code, provided that Contractor holds copyright or other intellectual
property rights to said software and computer code, and documentation and
information related to said software and computer code.

Contractor may utilize publicly distributed software, computer code, documentation

and information within the work product and/or services provided to the Client
under the terms of this Agreement, provided that said software, computer code,
documentation and information is either in the public domain or is licensed for
public distribution under terms which do not conflict with the licensing of the
Client’s products and/or services in which they are included.

8. Conflicts with this Agreement. Contractor represents and warrants that

neitherContractor nor any of Contractor’s partners, employees or agents is under any
preexisting obligation in conflict or in any way inconsistent with the provisions of this
Agreement. Contractor represents and warrants that Contractor’s performance of all the
 terms of this Agreement will not breach any agreement to keep in confidence
proprietary information acquired by Contractor in confidence or in trust prior to
commencement of this Agreement. Contractor warrants that Contractor has the right to
disclose and/or or use all ideas, processes, techniques and other information, if any,
which Contractor has gained from third parties, and which Contractor discloses to the
Client or uses in the course of performance of this Agreement, without liability to such
third parties. Notwithstanding the foregoing, Contractor agrees that Contractor shall not
bundle with or incorporate into any deliveries provided to the Client herewith any
third-party products, ideas, processes, or other techniques, without the express, written
prior approval of the Client. Contractor represents and warrants that Contractor has not
granted and will not grant any rights or licenses to any intellectual property or
technology that would conflict with Contractor’s obligations under this Agreement.
Contractor will not knowingly infringe upon any copyright, patent, trade secret or other
property right of any former client, employer or third party in the performance of the
Services required by this Agreement.

9. Miscellaneous

a. Amendments and Waivers. Any term of this Agreement may be amendedor

waived only with the written consent of the parties.

b. Sole Agreement. This Agreement, including the Exhibits hereto,

constitutesthe sole agreement of the parties and supersedes all oral
negotiations and prior writings with respect to the subject matter hereof.

c. Notices. Any notice required or permitted by this Agreement shall be

inwriting and shall be deemed sufficient upon receipt, when delivered
personally or by courier, overnight delivery service or confirmed facsimile,
48 hours after being deposited in the regular mail as certified or registered
mail (airmail if sent internationally) with postage prepaid, if such notice is
addressed to the party to be notified at such party’s address or facsimile
number as set forth below, or as subsequently modified by written notice.

d. Choice of Law. The validity, interpretation, construction and performanceof

this Agreement shall be governed by the laws of the United Kingdom and the
Philippines, without giving effect to the principles of conflict of laws.

e. Severability. If one or more provisions of this Agreement are held to

beunenforceable under applicable law, the parties agree to renegotiate such
provision in good faith. In the event that the parties cannot reach a mutually
agreeable and enforceable replacement for such provision, then (i)such
provision shall be excluded from this Agreement, (ii) the balance of the
Agreement shall be interpreted as if such provision were so excluded and (iii)
the balance of the Agreement shall be enforceable in accordance with its
terms.

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

ofwhich shall be deemed an original, but all of which together will constitute
one and the same instrument.
 g. Advice of Counsel. EACH PARTY ACKNOWLEDGES THAT,
INEXECUTING THIS AGREEMENT, SUCH PARTY HAS HAD THE
OPPORTUNITY TO SEEK THE ADVICE OF INDEPENDENT LEGAL
COUNSEL, AND HAS READ AND UNDERSTOOD ALL OF THE
TERMS AND PROVISIONS OF THIS AGREEMENT. THIS
AGREEMENT SHALL NOT BE CONSTRUED AGAINST ANY PARTY
BY REASON OF THE DRAFTING OR PREPARATION HEREOF.

Signature page follows

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Contractor Name:

Address:

Signature:

Date:

The parties have executed this Agreement on the respective dates set forth below.

Client Name:

Mailing Address:

Client Signature:

Date: Date:

-6-
 EXHIBIT A

DESCRIPTION OF CONTRACTOR’S SERVICES

SCOPE OF WORK

Initial scope of work will include the following within the One-Month Trial:

1
2
3
4
5

*Contractor will be paid via TRANFERWISE. Otherwise, Client and Contractor agreed on
different payment method.

This contract may be expanded to include additional scope through the mutual written
agreement of both parties. Email will suffice.

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EXHIBIT B
COMPENSATION

Client will pay Contractor at the following rate for the above-mentioned services:

_____________________________________________________________________________

Contractor’s payment upfront:

•This agreement supports the upfront payment of _________ “stated above” to

be made to the Contractor.
•Agreeing to all the Terms and Conditions stated in this contract.

The contract may be extended at the rates described above through mutual written agreement of
both parties. Email will suffice.