CONSULTING SERVICES AGREEMENT

“Supplier”: [insert Supplier name]

Business Address: [insert Supplier’s contact address]

This Consulting Services Agreement (this “Agreement”) is made as of [________], 20[__] (the “Effective
Date”), by and between [(Insert Name), having a principal of business at [Insert Address] (“Insert Name”)]
and [_____________] (“Supplier”) (each a “Party”, and collectively the “Parties”).
Supplier desires to perform, and [Insert Name] desires to have Supplier perform, services as an
independent contractor to [Insert Name].

NOW, THEREFORE, the Parties agree as follows:

1. SERVICES
(a) Statements of Work. [Insert Name] retains Supplier as an independent contractor to perform the
services as described in a Statement of Work (“SOW”) to which the Parties may agree from time
to time. The Parties shall complete and execute an SOW that is substantially in the form of
Exhibit A attached to this Agreement for each assignment under this Agreement. Each
completed SOW, together with its exhibits, if any, will identify those activities performed by
Supplier at [Insert Name] request for a particular engagement under this Agreement (the
“Services”) and the Deliverables (as defined in Section 8) to be delivered to [Insert Name]
under the SOW, and will represent the final agreement between the Parties with respect to the
subject matter of the SOW. Each SOW will incorporate the terms and conditions of this
Agreement and shall constitute a distinct contract enforceable according to its terms. In the event
of any conflict between this Agreement and any SOW, this Agreement will take precedence
unless otherwise expressly provided by the SOW. Supplier agrees to use its best efforts to
perform the Services in accordance with the applicable SOW. [Insert Name] will designate in each
SOW an individual as [Insert Name] “Authorized Representative” who will be [Insert Name]
primary point of contact with Supplier for the Services to be rendered under the SOW.
(b) Affiliates. The benefits of any SOW will extend to the [Insert Name] Affiliate that signs the SOW
as well as to other [Insert Name] Affiliates (and to any funds for which any [Insert Name] Affiliate
provides investment advisory services) that receive or benefit from the Services. For purposes of
this Agreement, a [Insert Name] “Affiliate” shall mean any of [Insert Name] companies,
subsidiaries, joint ventures, currently existing or later acquired that control, are controlled by, or
are under common control with [Insert Name]. For the avoidance of doubt, [Insert Name] shall
not be liable for any duty or obligation incurred by any [Insert Name] Affiliate pursuant to any
SOW executed by such [Insert Name] Affiliate under this Agreement, and no [Insert Name]
Affiliate shall be liable for any duty or obligation incurred by [Insert Name] or any other [Insert
Name] Affiliate pursuant to any other SOW under this Agreement.
(c) Purchase Orders. Any Purchase Order (“PO”) between [Insert Name] and Supplier will be
deemed to incorporate, and will be governed by, the terms and conditions of this Agreement,
notwithstanding any terms in the invoice, proposal or other written instrument to the contrary.
2. PAYMENT
[Insert Name] will compensate Supplier for Supplier’s performance of the Services as set forth in the
SOW. All payments due Supplier under this Agreement will be made by check or bank transfer in
the place where Supplier is domiciled or where Supplier performs the applicable Services for

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 [Insert Name]. [Insert Name] will not make any payments that are owed Supplier under this
Agreement to a third party.
3. TERM
Unless terminated sooner as provided in Section 16 of this Agreement, the initial term of the Agreement
shall be for [three (3)] years from the Effective Date of this Agreement (the “Initial Term”).
[Thereafter, this Agreement will renew for up to [two (2)] additional one (1)-year renewal terms
unless [Insert Name] provides written notice to Supplier of its desire to avoid such automatic
renewal at least thirty (30) days in advance of the conclusion of the immediately preceding term.]
To the extent Supplier has not completed Services under any SOW prior to the expiration or
termination of the Initial Term or any subsequent term (each, a “Term”), then the Term shall
continue only with respect to such SOW until all Services under such SOW have been completed
or the SOW is terminated pursuant to the provisions of this Agreement.
4. RELATIONSHIP OF PARTIES
Supplier Personnel are independent contractors and are not agents or employees of, and have no
authority to bind, [Insert Name] by contract or otherwise. Supplier Personnel will perform the
Services under the general direction of [Insert Name] and in conformance with the requirements
of the SOW, but Supplier Personnel will determine, in their sole discretion, the manner and
means by which the Services are accomplished, subject to the requirement that Supplier
Personnel shall at all times comply with applicable law. [Insert Name] has no right or authority to
control the manner or means by which the Services are accomplished.
5. EMPLOYEES; BACKGROUND SCREENING
(a) All Services under this Agreement must be performed solely by persons who are regular
employees of Supplier. Supplier may not assign or otherwise enter into any arrangements to
share fees hereunder with any third party or parties (either directly or indirectly) or delegate or
subcontract the performance of any of the Services (or any portion of the Services) to any third
party or parties without the prior express written consent of [Insert Name], including as agreed in
an applicable SOW. All Supplier employees and approved independent contractors and
subcontractors shall be considered “Supplier Personnel.” [Insert Name] will not control or
supervise any Supplier Personnel provided, however, that [Insert Name] may, on reasonable
notice, require that Supplier replace any Supplier Personnel who for any reason are not
acceptable to [Insert Name]. Notwithstanding [Insert Name] consent to Supplier’s use of
independent contractors or subcontractors, such subcontracting will not relieve Supplier of its
obligations under this Agreement or any SOW, and Supplier will be liable for all acts and
omissions of Supplier Personnel.
(b) All Supplier Personnel performing the Services must successfully pass a background screen
conducted by a reputable third party background screening firm regardless of assignment length.
Unless prohibited by applicable law, Supplier shall not assign any Supplier Personnel to perform
Services hereunder who (i) are found to have provided any material false information in
connection with the background check; (ii) have failed a drug test, (iii) have been identified on a
sanctions list or (iv) have been convicted of any crime (or have pending allegations of crimes)
involving violence, terrorism, weapons, theft (including identity theft) or stolen property,
vandalism, burglary, arson, sexual misconduct, forgery, counterfeiting, fraud, tax evasion,
controlled substances, dishonesty, moral turpitude, threats, stalking or computer and/or
cybersecurity. In the event that any Supplier Personnel are granted access cards to [Insert
Name] facilities or access to [Insert Name] systems, such Supplier Personnel will be required to
consent to and will be fingerprinted by [Insert Name] Corporate Security and such fingerprint shall
be used by [Insert Name] to conduct a criminal background check. [Insert Name] shall manage
the results of such checks in strict confidence and communicate any details only to those who
need to know.

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 6. TOOLS AND FACILITIES
(a) Supplier will, at Supplier’s sole cost and expense, provide all tools, technology, equipment and
physical facilities required for its own performance of the Services. Except to the extent set forth
in the applicable SOW, [Insert Name] will not provide work space or access to office equipment or
[Insert Name] systems.
(b) Supplier acknowledges that to the extent it has access to [Insert Name] facilities or any of [Insert
Name] systems, Supplier does not have any expectation of privacy as between Supplier and
[Insert Name] and that all [Insert Name] facilities and communications made with [Insert Name]
systems or equipment by or on behalf of Supplier are subject to [Insert Name] scrutiny, use and
disclosure, in [Insert Name] discretion. [Insert Name] reserves the right, for legitimate business
purposes, to monitor, review, audit, intercept, access, and archive and/or disclose materials sent
over, received by or from, or stored in any of its facilities or systems. This includes, without
limitation, offices, cubicles, desks, drawers, cabinets, personal items, computers, computer disks
and files, and email communications sent by users across the internet and intranet from and to
any domain name owned or operated by [Insert Name]. This also includes, without limitation, any
electronic communication system that has been used to access any of [Insert Name] systems.
Supplier shall ensure that mandatory transfer layer security is activated for email exchanged with
[Insert Name].
7. COMPLIANCE WITH LAWS; [Insert Name] POLICIES AND PROCEDURES
(a) Supplier represents and warrants that it complies with all applicable laws and regulations and
rules that may be in effect during the Term as they concern the subject matter of this Agreement
or SOW or the performance of Services.
(b) In the performance of Services, Supplier and Supplier Personnel shall at all times comply with
applicable [Insert Name] policies, which may vary depending on whether Services are to be
performed onsite at [Insert Name] premises or offsite. Such policies may include but are not
necessarily limited to health and safety, security (including data protection and information
security policies), privacy, securities laws, business sanctions, export controls and business and
ethics codes of conduct. Supplier shall comply with the terms of [Insert Name] Supplier Code of
Conduct and Ethics available at [Insert URL Link] (or such future URL as may be used by [Insert
Name] from time to time). Upon request, [Insert Name] shall make available to Supplier any other
applicable policies and procedures for which Supplier or Supplier’s Personnel’s compliance is
required under this Agreement. [Insert Name] Corporate Governance documents can be found on
our website __________ within the Investor Relations section. Supplier shall provide all Supplier
Personnel with appropriate ongoing training regarding [Insert Name] policies and procedures for
which compliance is required.
(c) Supplier represents and warrants that it complies with, and will remain in compliance with, all
applicable domestic and foreign anti-bribery and anti-corruption laws. Supplier shall maintain in
place throughout the term of this Agreement its own policies and procedures, including, but not
limited to, adequate procedures to ensure compliance by Supplier and Supplier Personnel with
anti-bribery and anti-corruption laws and will enforce them where appropriate;
(d) Supplier and Supplier Personnel have not taken and shall not take any action in furtherance of an
offer, payment, promise to pay, receipt, acceptance or authorization of the payment or giving or
receiving of anything of value, either directly or indirectly, to or from any person in connection with
Supplier’s provision of the Services while knowing that all or some portion of the money or value
will be offered, given or promised to anyone to improperly influence official action, to obtain or
retain business or otherwise to secure an improper advantage. Supplier shall promptly report to
[Insert Name] any request or demand for, or offer of, any bribe received by Supplier in connection
with this Agreement;
(e) Supplier and Supplier Personnel (i) have not violated and shall not violate any laws, executive
orders or regulations promulgated, administered or enforced by the United States and the Office

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 of Foreign Assets Control, the United Nations, the European Union, or other applicable sanctions
authority (“Sanctions”); (ii) are not on any government list of parties that are sanctioned; and (iii)
shall not use funds derived or received from [Insert Name] to directly or indirectly violate
Sanctions, including, without limitation, by transferring such funds to or benefitting entities,
persons and/or governments subject to Sanctions;
(f) Supplier shall immediately notify [Insert Name] in writing if a Foreign Public Official (as defined
below) becomes an officer, director or employee or (upon becoming aware) acquires a direct or
indirect ownership or voting interest in Supplier and Supplier warrants that it has no Foreign
Public Officials as officers, directors or employees nor (so far as it is aware) does any Foreign
Public Official have any direct or indirect ownership or voting interest in Supplier at the date of
this Agreement. For the purposes of this Agreement, a “Foreign Public Official” shall mean an
officer, employee or official of a government, government owned or controlled entity, political party
or public international organization, or a candidate for political office; and
(g) Supplier shall immediately notify [Insert Name] (and provide [Insert Name] with details) to the
extent any of the foregoing statements in this Section 7 become untrue or of any breach of law,
inclusive of any anti-bribery or anti-corruption laws applicable to the Services provided hereunder.
Upon receipt of such notification, or in the event that [Insert Name] determines that a breach of
any of the representations and warranties in this Section 7 has occurred or is likely to occur,
[Insert Name] shall have the right to unilaterally terminate this Agreement upon written notice
without further payment under this Agreement; withhold payment under this Agreement until such
time as it has received confirmation to its satisfaction that no breach has occurred or is likely to
occur; and/or pursue any other remedies available to it.
(h) [Insert Name] shall not be obligated under this Agreement to take any action or omit to take any
action that it believes, in good faith, would cause it to be in violation of any applicable domestic or
foreign anti-bribery or anti-corruption laws.
8. OWNERSHIP
( ) Definitions. For purposes of this Agreement:
(i) “Deliverables” means Materials that are conceived, originated prepared, created,
developed or produced for, or in connection with performing the Services for, [Insert
Name] by Supplier or Supplier Personnel (either independently or in concert with [Insert
Name] or third parties) and delivered to (or used for) [Insert Name] during the course of
Supplier’s performance of the Services under this Agreement or that result from the
Services, whether or not specified in an SOW and whether or not they are eligible for
patent, copyright, trade secret, trademark or other legal protection.
(ii) “Materials” means all work product, works of authorship, and other materials, including
without limitation, inventions, designs, improvements, suggestions, product definitions or
structures, models, drawings, diagrams, graphics, photographs, notes, information,
reports, documents, templates, test results, studies, computer programs, software
programs in both source code and object code, databases, user interfaces,
specifications, trading and business methods, technical, business and product plans,
tools, methodologies, processes, techniques, solution construction aids, analytical
frameworks, algorithms, know-how, processes, products, documentation, abstracts and
summaries thereof.
(iii) “[Insert Name] Materials” means any pre-existing or independently developed Materials,
which are delivered by [Insert Name] or at [Insert Name] direction to Supplier in
connection with the Services, and any modifications, adaptations, and derivative works
made by or for [Insert Name] or by Supplier at [Insert Name] request or direction,
including without limitation, work product created, modified or delivered by Supplier as
part of the Services hereunder. [Insert Name] Materials shall not include any Supplier
Materials, and to the extent that Supplier Materials are incorporated into any [Insert

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 Name] Materials, [Insert Name] use of such Supplier Materials shall be subject to the
license restrictions set forth below.
(iv) “Supplier Materials” means any pre-existing Materials developed or acquired by
Supplier independently of this Agreement (as of the date of this Agreement), whether
protected by copyright, patent, trade secret or other intellectual property protection, which
shall be disclosed in writing to [Insert Name] at the time of delivery to [Insert Name].
(b) [Insert Name] shall own all right, title, and interest in and to the Deliverables, and the Deliverables
shall be deemed to be works made for hire. Supplier agrees that, regardless of whether the
Deliverables are legally works made for hire, all Deliverables will be the sole and exclusive
property of [Insert Name] and Supplier hereby irrevocably, unconditionally and absolutely assigns,
conveys, and transfers to [Insert Name], without further consideration, full title guarantee, and all
ownership rights, including, without limitation, all worldwide patent rights (including patent
applications and disclosures), copyright rights, trade secret rights, trademark rights, know-how,
and any and all other intellectual property or proprietary rights in such Deliverables, and the right
to sue for damages and other relief for past infringement of any of such rights. For the avoidance
of doubt, the assignment under this Section shall take effect from the date on which the relevant
Deliverable was or is created, developed or produced.
(c) To the extent that Section 8(b) is not effective to assign legal title to the Deliverables, Supplier
agrees to give [Insert Name], and to the extent necessary cause Supplier Personnel to give, such
assistance as may be reasonably required to perfect [Insert Name] rights in Section 8(b),
including executing any assignment documents reasonably requested by [Insert Name].
(d) Notwithstanding the above, but subject to the following, [Insert Name] will not acquire any
ownership rights in the Supplier Materials embedded in the Deliverables. With respect to any
Supplier Materials embedded in any Deliverable or necessary for the proper performance of any
Deliverable, Supplier hereby grants and, to the extent necessary, causes Supplier Personnel to
grant, [Insert Name]k a non-exclusive, royalty-free, worldwide, irrevocable, perpetual,
non-transferable and non-assignable license to use, reproduce and distribute such Supplier
Materials as part of (but not unbundled from) the applicable Deliverables.
(e) [Insert Name] shall retain all right, title, and interest in and to the [Insert Name] Materials. Solely
as and to the extent necessary for Supplier to perform the Services, [Insert Name] grants to
Supplier a fully paid-up, nonexclusive, nontransferable license during the term of the applicable
SOW to use [Insert Name] Materials. [Insert Name] Materials are made available to Supplier on
an “as is” basis, with no warranties whatsoever.
9. PERSONAL DATA
(a) Each Party acknowledges and agrees that with the exception of professional contact details of its
employees (“Business Contact Data”), it does not intend pursuant to the Agreement to:
(i) make available to the other Party any information relating to an identified or identifiable
natural person, or any other information within the definition of personal data under data
protection legislation applicable to that Party from time to time (“Personal Data”);
(ii) process any Personal Data originating from the other Party other than Business Contact
Data received from the Other Party.
(b) The Parties acknowledge and agree that each Party may process any Business Contact Data
received from the other Party as controller (as such term is defined in applicable data protection
legislation) for the purpose of: (i) carrying out diligence and administrative tasks prior to the
provision or receipt of the Services; (ii) applicable legal or regulatory requirements; (iii) requests
and communications from competent authorities, courts or tribunals; (iv) protecting its rights; and
(v) administrative, financial accounting, risk analysis, fraud/crime prevention and business
relationship purposes (the “Purposes”). The parties further acknowledge that Business Contact
Data may be disclosed by the receiving Party to, and processed by, other members of the

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 receiving Party’s group of companies, competent authorities, courts and tribunals, the receiving
Party’s professional advisors, and other third party service providers of the receiving Party
(“Disclosees”) for one or more of the Purposes. The Parties acknowledge and agree that the
processing and disclosure of Business Contact Data referenced in this Clause 9(b) may involve
the transfer of Personal Data outside of the European Economic Area (the “EEA”) to countries
where the level of protection for Personal Data is not as high as within the EEA.
(c) Each Party shall comply with data protection legislation applicable to that Party from time to time
when processing Personal Data.
(d) Supplier shall ensure that any Business Contact Data it makes available to [Insert Name] has
been collected lawfully, fairly and in a transparent manner so as to enable such Business Contact
Data to be processed by [Insert Name] and its Disclosees for all of the Purposes.
(e) If notwithstanding Clause 9(a), [Insert Name] accidentally, unknowingly or otherwise discloses to
Supplier Personal Data other than Business Contact Data, Supplier shall notify [Insert Name]
immediately and shall, at the discretion of [Insert Name], return or destroy such Personal Data.
(f) Notwithstanding any other provision of the Agreement and to the fullest extent permitted by law,
[Insert Name] shall not be liable to Supplier or to any third party, whether in contract (including
under any indemnity), in tort (including negligence), under any statute or otherwise arising out of
or in connection with any disclosure by [Insert Name] to Supplier of Personal Data.
10. CONFIDENTIAL INFORMATION
(a) Definitions. For purposes of this Agreement:
(i) “[Insert Name] Confidential Information” means all confidential and proprietary
technical and/or business information disclosed by [Insert Name] to Supplier or Supplier
Personnel, or to which Supplier or Supplier Personnel have exposure, in the course of
Supplier’s or Supplier Personnel’s rendering of Services hereunder, including but not
limited to Deliverables and knowledge about the business, financial condition, products,
future or potential products, trading methods, algorithms, trade secrets, customers and
suppliers of [Insert Name], which Supplier or Supplier Personnel know or have reason to
know that [Insert Name] would like to treat as confidential for any purpose, such as
maintaining a competitive advantage, protecting its business position and intellectual
property rights, or avoiding undesirable publicity.
(ii) “Supplier Confidential Information” means confidential and proprietary technical and/or
business information of Supplier disclosed by Supplier to [Insert Name] in the course of
Supplier’s rendering of Services hereunder, which is either (i) in tangible form marked
“confidential” or with words of similar effect or (ii) identified as confidential at the time of
oral disclosure and summarized in a writing sent by Supplier to [Insert Name] within five
(5) business days of disclosure.
(iii) [Insert Name] Confidential Information and Supplier Confidential Information collectively
will be referred to as “Confidential Information”. Confidential Information also includes
Personal Data, to the extent that any Personal Data (such as Business Contact Data) is
disclosed under this Agreement.
(b) Obligations with Respect to Confidential Information. Supplier and [Insert Name] may have
entered into a confidentiality or nondisclosure agreement before the execution of this Agreement
(a “Preexisting NDA”). If so, any Preexisting NDA shall remain in force and shall continue to
apply to any confidential information exchanged between the Parties pursuant thereto.
(i) With respect to any Confidential Information disclosed or exposed to in the course of
performing this Agreement or providing any Deliverable under an applicable SOW, each
Party agrees to: (1) hold all such Confidential Information of the other Party in strict
confidence and not disclose it to others or use it in any way, commercially or otherwise,

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 except in connection with the performance or rendering of the Services; (2) disclose it
only to such Party’s employees, representatives, third party service providers or
subcontractors with a bona fide need to know and who have executed a written
agreement that includes use and nondisclosure restrictions at least as protective of the
Confidential Information as those set forth herein or otherwise by [Insert Name]; and (3)
not allow any unauthorized person access to any Confidential Information, either before
or after expiration or termination of this Agreement without the prior written consent of the
disclosing Party. All Supplier agreements with third parties involving access to Supplier’s
Systems and data, including all outsourcing arrangements and maintenance and support
agreements (including facilities maintenance), shall specifically address security risks,
controls, and procedures for information systems.
(ii) Each Party further agrees to take all action reasonably necessary and satisfactory to
protect the confidentiality of the Confidential Information of the other Party including but
not limited to implementing and enforcing operating procedures to minimize the possibility
of unauthorized use or copying of such Confidential Information.
(iii) Return or Destruction of Confidential Information.
(1) Upon Termination. Subject to either Party’s data retention requirements, in the
event that this Agreement is terminated for any reason, Supplier shall within thirty
(30) calendar days of such termination ensure that it and Supplier Personnel
immediately return to [Insert Name], or at [Insert Name] option, destroy any
Confidential Information, held by, or in the control of, Supplier or its agents. To
the extent that a Party retains Confidential Information of the other Party, the
receiving Party shall continue to protect the confidentiality of the Confidential
Information and such Confidential Information shall remain subject to the
provisions on this Section 10.
Supplier shall provide a certificate signed by Supplier certifying that Supplier has satisfied
its obligations under this Section 10(b)(iii).
(2) At Will. Upon the written request of the disclosing Party at any time, the
receiving Party shall immediately return to the disclosing Party all documents,
plans, drawings, specifications or other tangible items representing or embodying
the disclosing Party's Confidential Information, and all copies thereof.
(3) Return of [Insert Name] Hardware Return of Computer Hardware and Other
Physical Equipment. Upon termination of the Agreement or at any time upon
[Insert Name] request, Supplier shall return any computer hardware or other
physical equipment (“Equipment”) provided by [Insert Name]. To the extent such
Equipment contains [Insert Name] Confidential Information, the [Insert Name]
Confidential Information shall not be removed or altered in any way. Unless
otherwise directed by [Insert Name], if Supplier needs to return [Insert Name]
Equipment, a bonded courier should physically seal and return such Equipment.
Regarding Equipment owned by Supplier or a third party, Supplier shall provide
[Insert Name] with a statement certifying to the permanent irretrievable
destruction of any [Insert Name] Confidential Information contained within. Such
certification shall describe the information involved, the date of destruction and
the company or individual who performed the destruction, and shall be provided
to a designated [Insert Name] Authorized Representative identified in the
applicable SOW within fifteen (15) calendar days of termination of the Agreement
or at any time upon [Insert Name] request. Supplier’s destruction of [Insert Name]
Confidential Information pursuant to this Section shall be in compliance with best
industry practices where the method of destruction must preclude recognition or
reconstruction of the classified information or material.

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 (c) Exceptions to Obligations. The obligations set forth in this Section 10 shall not apply to any
information which (i) was already rightfully known to the receiving Party prior to the time that it is
disclosed to the receiving Party hereunder; (ii) is or has become publicly available through no
breach of this Agreement or other wrongful act of the receiving Party; (iii) has been rightfully
received from a third party not under obligation of confidentiality to the disclosing Party and
without breach of this Agreement; (iv) has been approved for release by written authorization of
the disclosing Party; or (v) is independently developed by one Party without using the Confidential
Information of the other Party; or (vi) is required to be disclosed pursuant to a final binding order
of a governmental agency or court of competent jurisdiction, provided that the disclosing Party
has been given reasonable notice of the pendency of such an order and the opportunity to
contest it.
(d) Legally Required Disclosure. If the receiving Party is legally required to disclose any
Confidential Information of the disclosing Party in connection with any legal or regulatory
proceeding, the receiving Party will, if lawfully permitted to do so, endeavor to notify the disclosing
Party within a reasonable time prior to disclosure and to allow the disclosing Party a reasonable
opportunity to seek appropriate protective measures or other remedies prior to disclosure and/or
waive compliance with the terms of this Agreement. If these protective measures or other
remedies are not obtained, or the disclosing Party waives compliance with the terms of this
Agreement, the receiving Party may disclose only that portion of that Confidential Information that
it is, according to the opinion of counsel, legally required to disclose and will exercise all
reasonable efforts to obtain assurance that confidential treatment will be accorded to that
Confidential Information.
(e) [Insert Name] Permitted Disclosure. Supplier agrees that notwithstanding the provisions of
this Section 10, [Insert Name] may disclose the terms of this Agreement, including Supplier’s
identity, services rendered and the payment terms, in accordance with any regulatory
examination.
11. SECURITY
To the extent Supplier or Supplier Personnel stores, processes or transfers Confidential Information,
Supplier will maintain and enforce safety and physical security procedures with respect to its
access, use and possession of [Insert Name] Confidential Information which are compliant with
the requirements of Exhibit B hereto.
12. REPRESENTATIONS AND WARRANTIES
(a) Supplier will not, while this Agreement is in effect, undertake any activities that directly interfere or
conflict with Supplier’s obligations under this Agreement or that constitute a conflict of interest
under applicable professional standards.
(b) Supplier represents and warrants that:
(i) Supplier has full power, capacity and authority to enter into and perform this Agreement
and to make the grant of rights contained herein, and Supplier’s performance of this
Agreement does not violate or conflict with any agreement to which Supplier is a party;
(ii) the Services will be performed in a professional manner consistent with the level of care,
skill, practice and judgment exercised by other professionals in performing Services of a
similar nature under similar circumstances;
(iii) each of Supplier’s Personnel assigned to perform Services under this Agreement has the
proper skill, training and background so as to be able to perform in a competent and
professional manner;
(iv) all Services and Deliverables shall materially conform to the specifications and
requirements set forth in this Agreement or an applicable SOW;

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 (v) [Insert Name] permitted use of the Services, Deliverables and Supplier’s Materials will not
infringe the intellectual property rights of any third party; and
(vi) there is no pending or threatened litigation that would have a material adverse impact on
Supplier’s performance under this Agreement.
13. RIGHT TO AUDIT
(a) [Insert Name] and its authorized representatives (including its internal and external auditors,
including regulatory examiners) may, during reasonable business hours, upon reasonable prior
notice, audit Supplier’s compliance with the terms and conditions of this Agreement and
Supplier’s operation and security policies and procedures, including, but not limited to, Supplier’s
physical site security and information security and Supplier’s agreements with third parties related
to the provision of Services or any Deliverable.
(b) For purposes of such audit, Supplier will grant [Insert Name] and its representatives reasonable
access to Supplier’s relevant facilities, books, procedures, and records and all other information
reasonably required for [Insert Name] to ascertain facts relevant to the subject matter of the audit.
Supplier will provide [Insert Name] and its representatives such information and assistance as
reasonably requested in order to perform such audits; provided, however, the Parties will arrange
such assistance in a way that does not unreasonably interfere with the performance of Supplier’s
duties and obligations hereunder and its business generally.
14. INDEMNITY
(a) Indemnity. Supplier will indemnify and hold harmless [Insert Name] and its affiliates and
subsidiaries, and their respective officers, directors, employees, suppliers, agents,
representatives, successors and assigns (collectively, “[Insert Name] Indemnitees”) from and
against all claims, damages, losses and expenses, including court costs and reasonable fees and
expenses of attorneys, expert witnesses, and other professionals, arising out of or resulting from,
and Supplier will defend [Insert Name] Indemnitees against:
(i) any action against the [Insert Name] Indemnitees that is based on any claim that any
Services, or any results of the Services or Deliverables, or [Insert Name] or any [Insert
Name] Affiliate’s use thereof, infringe, misappropriate or violate any patent rights,
copyright rights, trade secret rights or any other intellectual property or proprietary rights;
(ii) any action that is based on any negligent act or omission, willful misconduct or fraud of
Supplier or Supplier Personnel and which results in: (x) any bodily injury, sickness,
disease or death; (y) any injury or destruction to tangible or intangible property (including
computer programs and data) or any loss of use resulting therefrom; or (z) any violation
of any statute, ordinance, or regulation;
(iii) any action based on a claim that Supplier or Supplier Personnel breached its
confidentiality and/or security obligations under this Agreement;
(iv) any claim or action alleging that one of the [Insert Name] Indemnitees should be deemed
the “employer” or “joint employer” of any Supplier Personnel; and
(v) Supplier’s breach of any of its obligations under Clause 9 (Data Protection) or any
disclosure of Personal Data (other than Business Contact Data) by Supplier to [Insert
Name].
(b) Indemnity Process. In the event of any such claim, [Insert Name] shall promptly notify Supplier,
allow Supplier control of the defense of the claim, and provide at Supplier’s expense any
assistance reasonably requested by Supplier with respect to the defense of such claim. [Insert
Name] will have the right to participate, at its own expense, in the defense of any such claim with
counsel of its choosing. No settlement or compromise that imposes any liability or obligation on
any [Insert Name] Indemnitee will be made without the [Insert Name] Indemnitee’s prior written
consent (not to be unreasonably withheld). If Supplier fails to defend a [Insert Name] Indemnitee

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 as provided in this Section 14 after reasonable notice of an indemnified claim, Supplier will be
bound to indemnify and reimburse any [Insert Name] Indemnitee for any losses incurred by a
[Insert Name] Indemnitee, in its sole discretion, to defend, settle or compromise such claim.
15. INSURANCE
(a) Supplier shall at its sole cost and expense, procure and maintain in effect the following required
insurance coverage throughout the term of the Agreement and, with respect to the Errors &
Omissions and Cyber, an additional period of three years after termination of the Agreement:

Workers’ Compensa on
/ Employers’ General Liability Automobile Liability Fidelity Bond Errors & Omissions Cyber
Liability
Minimum
$1 million each $1 million per $5 million per $5 million per
Coverag As required by law $5 million per claim
occurrence accident loss claim
e
(Amounts shown in US$. US$ equivalent amount where insurance coverage is in a different currency.)

(b) [Insert Name], its subsidiaries, agents, officers, directors and employees shall be included as
additional insured on the general liability, automobile liability and cyber insurance and loss payee
on the fidelity bond. Supplier’s insurer(s) and Supplier waives all right of recovery by way of
subrogation against [Insert Name], its subsidiaries, agents, officers, directors and employees on
the general liability insurance. Supplier will provide certificates of insurance evidencing the
minimum insurance coverage required above, including evidence that [Insert Name] is included
as additional insured or loss payee where required. Supplier shall not cancel or materially modify
such coverage, except upon thirty (30) days’ prior written notice to the [Insert Name].
16. TERMINATION
( ) [Insert Name] Termination for Cause. This Agreement (including all accompanying SOWs) or
any particular SOW may be terminated by [Insert Name] immediately for cause by written notice
delivered to Supplier upon (i) Supplier taking any action inconsistent with the exclusive rights of
[Insert Name] to the Deliverables, as described in Section 8 (Ownership) of this Agreement, (ii)
any other material breach of this Agreement or SOW by Supplier, or (iii) the filing by or against
Supplier of a petition or other proceeding in bankruptcy, insolvency or for the appointment of a
receiver for Supplier.
(b) Supplier Termination for Cause. This Agreement may be terminated by Supplier immediately
for cause by written notice delivered to [Insert Name] upon [Insert Name] failing to pay Supplier
undisputed compensation in accordance with Section 19(j), which failure is not cured within thirty
(30) days after receipt of written notice of such failure from Supplier.
(c) Termination without Cause. This Agreement may be terminated without cause by [Insert
Name] providing thirty (30) days’ written notice to Supplier.
(d) Completion of an SOW. An SOW will terminate automatically upon Supplier’s completion and
[Insert Name] acceptance of all Services required under such SOW. The termination or
completion of any SOW shall not operate to terminate this Agreement.
(e) Effect of Expiration or Termination. Upon the expiration or termination of this Agreement for
any reason, (i) [Insert Name] shall pay Supplier within forty-five (45) calendar days following
receipt of a valid and correct invoice all fees due and owing under SOWs then in effect for
Deliverables accepted by [Insert Name], and in the event of a termination at will by [Insert Name]
not based on a breach by Supplier, [Insert Name] shall pay Supplier for any work completed and
approved expenses incurred through the date of such termination, (ii) Supplier will promptly notify
[Insert Name] of all Deliverables or [Insert Name] Materials in Supplier's or Supplier Personnel’s
possession or control and, at Supplier’s expense and in accordance with [Insert Name]
instructions, will promptly deliver to [Insert Name] all such Deliverables and [Insert Name]
Materials, and (iii) Supplier will cooperate with [Insert Name] and take all reasonably requested

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 steps to assist [Insert Name] in making an orderly transition of the Services back to [Insert Name]
or its designees and will cooperate in the return of all Confidential Information and other related
documents.
17. LIMITATIONS OF LIABILITY
IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY SPECIAL,
INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY KIND IN CONNECTION
WITH THIS AGREEMENT OR THE RENDERING OF SERVICES, EVEN IF SUCH PARTY HAS
BEEN INFORMED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES PROVIDED,
HOWEVER, THAT THE FOREGOING LIMITATION OF LIABILITY WILL NOT APPLY TO ANY
OF THE FOLLOWING: (A) SUPPLIER’S INDEMNIFICATION OBLIGATIONS UNDER THIS
AGREEMENT; (B) A PARTY’S BREACH OF ITS CONFIDENTIALITY, DATA PROTECTION OR
INFORMATION SECURITY OBLIGATIONS UNDER THIS AGREEMENT; (C) ANY GROSS
NEGLIGENCE OR WILLFUL MISCONDUCT BY A PARTY; OR (D) PROPERTY DAMAGE,
PERSONAL INJURY OR DEATH.
18. TAXES
(a) Employment Taxes and Benefits. Supplier will report as income all compensation received by
Supplier pursuant to this Agreement. Supplier and Supplier Personnel will not be entitled to
participate in any plans, arrangements, or distributions by [Insert Name] pertaining to any bonus,
stock option, profit sharing, insurance or similar benefits for [Insert Name] employees. Each
Party shall be responsible for payment of applicable taxes in respect of its employees. Supplier
will indemnify [Insert Name] and hold it harmless from and against all claims, damages, losses
and expenses, including reasonable fees and expenses of attorneys and other professionals,
relating to any obligation imposed by law on [Insert Name] to pay any withholding taxes, social
security, unemployment or disability insurance, or similar items in connection with compensation
received by Supplier and Supplier Personnel pursuant to this Agreement.
(b) Transaction Taxes. Where provided for under applicable law, [Insert Name] shall be liable for
transaction taxes in connection with the Services and Deliverables provided under this
Agreement and all SOWs. Transaction taxes shall include but are not limited to sales tax, excise
tax, value added tax (VAT), goods and services tax (GST), consumption tax and similar taxes.
Supplier hereby agrees to charge applicable transaction taxes when due, and if applicable, shall
separately identify transaction taxes on any invoice. Supplier agrees that any invoices on which
transaction taxes are charged will conform to the standard stipulated by the relevant tax authority
to enable [Insert Name] to reclaim any such transaction taxes. If [Insert Name] either (i) provides
an exemption certificate that would be acceptable to the relevant taxing authorities, or (ii)
provides a good faith written request acceptable to Supplier, then Supplier shall not charge the
transaction taxes. If Supplier does not charge the transaction taxes as a result of an exemption
certificate or [Insert Name] written request, and the tax authorities subsequently determine that
Supplier should have charged such transaction taxes, [Insert Name] shall pay such transaction
taxes (as well as all interest, levies and penalties) as required by the authorities. If Supplier later
determines tax was due but unpaid, and [Insert Name] has already self-assessed such tax, [Insert
Name] obligation to Supplier is limited to the excess of tax due over the self-assessed tax already
remitted. If Supplier later determines the tax was due but unpaid and [Insert Name] has not
self-assessed such tax, [Insert Name] obligation to Suppler is limited to the taxes due.
Furthermore, [Insert Name] has the right to challenge tax assessments at its own cost.
(c) Each Party shall be responsible for taxes on its gross or net income, franchise tax, payroll tax,
property tax, or other taxes similar to the forgoing. Notwithstanding the foregoing, if applicable,
[Insert Name] may withhold any taxes from the amounts payable to Supplier if required by law.
[Insert Name] shall not withhold any taxes, or withhold a reduced amount of such taxes on the
amounts payable to Supplier, if Supplier submits to [Insert Name] an appropriate certificate of
exemption from withholding tax or a certificate of reduced withholding (i.e., Form W-8BEN, Form
W-9, etc.), as applicable, to the reasonable satisfaction of [Insert Name] and which would be

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© Addictive Learning Technology Pvt. Ltd. Any unauthorized use, circulation or reproduction shall attract suitable action under applicable law.
 acceptable to the taxing authority. If [Insert Name] withholds such taxes, then [Insert Name] shall
remit the withholding taxes to the relevant authorities and shall provide an appropriate certificate
of withholding for the amounts withheld in such format and within such time as may be
reasonably required by Supplier to file a claim for a tax credit. If [Insert Name] does not withhold
taxes or withholds a reduced amount of taxes as a result of an exemption certificate or certificate
of reduced withholding provided by Supplier and the tax authorities subsequently determine that
[Insert Name] should have withheld such taxes, then Supplier shall pay such taxes (as well as all
interest, levies and penalties) as required by the authorities. Supplier will indemnify [Insert Name]
and hold it harmless from and against all claims, damages, losses and expenses, including
reasonable fees and expenses of attorneys and other professionals, relating to any obligation
imposed by law on [Insert Name] to pay any withholding taxes in connection with the amounts
payable to Supplier pursuant to this Agreement.
(d) Interest and penalties charged on any taxes shall be borne by the Party that is liable for payment
of the original tax on which such interest and penalties have been imposed, except as otherwise
set forth in this Section 18.
(e) The Parties shall cooperate with each other to enable the Parties to determine accurately their
respective tax liabilities. The Parties shall provide reasonable assistance and co-operation to
each other in the event of any enquiries or audits carried out by any tax authority in relation to the
transactions between the two Parties.
(f) Each Party shall provide to the other any applicable resale or exemption certificates as justifiably
required by the other Party.
19. GENERAL
( ) Assignment.
(i) By Supplier. Supplier acknowledges and agrees that the Services are personal in nature.
Without the prior written consent of [Insert Name] (which consent may be withheld in
[Insert Name] sole discretion), Supplier will not have the right to transfer or assign its
rights or obligations under this Agreement for any reason whatsoever, including by
operation of law.
(ii) By [Insert Name]. [Insert Name] will have the right in its sole discretion to transfer or
assign its rights or obligations under this Agreement (in whole or in part), upon the
provision of prior written notice to Supplier, to: (i) any affiliate of [Insert Name]; (ii) a
purchaser of all or substantially all of the capital stock or assets of [Insert Name];
provided that such purchaser or entity agrees in writing to be bound by this Agreement;
or (iii) an entity with which [Insert Name] consolidates or merges.
(b) Equitable Remedies. Either Party shall have the right to seek and obtain from any court of
competent jurisdiction any equitable or provisional relief or remedy enforcing any right or interest
it may have in connection with any breach of this Agreement, including without limitation, Section
10 and Section 14, without having to post a bond or other consideration, including without
limitation, a temporary restraining order, preliminary injunction, writ of attachment, order
compelling an audit, or enforcement of any liens or security interests held by either Party in the
property of the other. No judicial actions permitted by this paragraph shall waive or limit the
claiming Party's rights to adjudicate the merits of the dispute by arbitration. Additionally, if [Insert
Name] use of any Deliverable is enjoined or threatened to be enjoined due to a third party
infringement claim, Supplier shall (i) procure for [Insert Name] the right to continue using such
Deliverable substantially in accordance with the terms of this Agreement; (ii) replace or modify
such Deliverable so that it is non-infringing and substantially equivalent in function to the enjoined
Deliverable; or (iii) if neither of the foregoing can be accomplished despite Supplier’s reasonable
efforts, then [Insert Name] may obtain a refund of the total fees paid under the relevant SOW for
such Deliverable.

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 (c) Actions Against Supplier. Supplier agrees to notify [Insert Name] promptly in writing if (i) there
is pending or threatened against Supplier any action, suit or proceeding at law or in equity or
before any court, tribunal, governmental body, agency or official or any arbitrator, or (ii) there is
any change with respect to any of the information or representations made herein by Supplier.
Supplier further agrees to provide [Insert Name] with such further information as [Insert Name]
may reasonably require.
(d) No Election of Remedies. The exercise by either Party of any of its remedies under this
Agreement will be without prejudice to its other remedies under this Agreement or available at law
or in equity.
(e) 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.
(f) Publicity. Neither Party shall publish or use the name or logo of the other Party without obtaining
prior written approval from the other Party. Grants of publicity may not exceed twelve (12) months
and may be renewed for consecutive twelve (12) month periods upon written approval.
(g) Governing Law; Severability. This Agreement will be governed by and construed in
accordance with the laws of the State of New York, without regard to or application of choice of
law rules or principles. Any legal action or proceeding arising under this Agreement will be
brought exclusively in the federal or state courts located in New York County, New York and the
Parties hereby consent to the personal jurisdiction and venue therein. If any provision of this
Agreement is for any reason found to be unenforceable, the remainder of this Agreement will
continue in full force and effect, and the provision affected will be construed so as to be
enforceable to the maximum extent permissible by law. The Parties agree to waive any right to
have a jury participate in the resolution of any dispute or claim between the Parties or any of their
respective affiliates related in any way to this Agreement or an SOW hereunder.
(h) Federal Contractor Requirements. Unless exempt, Supplier and any subcontractor shall abide
by the requirements of 41 CFR §§ 60-1.4(a), 60-300.5(a) and 60-741.5(a). These regulations
prohibit discrimination against qualified individuals based on their status as protected veterans or
individuals with disabilities, and prohibit discrimination against all individuals based on their race,
color, religion, sex, or national origin. Moreover, these regulations require that covered prime
contractors and subcontractors take affirmative action to employ and advance in employment
individuals without regard to race, color, religion, sex, national origin, protected veteran status or
disability. If applicable Supplier and any subcontractor shall also abide by the requirements 41
CFR § 61-300.10 regarding veterans’ employment reports and 29 CFR Part 471, Appendix A to
Subpart A regarding posting a notice of employee rights.
(i) BCDRP. Supplier shall maintain a business continuity and disaster recovery plan for the
Services and execute such plan in the event of any unplanned or anticipated interruption of the
Services. Supplier shall actively exercise, review and update the plan, any future updates or
revisions to the plan shall be no less protective than the plan in effect as of the Effective Date.
(j) Invoicing. Supplier shall invoice [Insert Name] in arrears, with payment to be due forty-five (45)
calendar days after [Insert Name] receipt of an undisputed invoice. All invoices must reference
the appropriate [Insert Name] identifying SVM number or purchase order number and shall be
submitted electronically to [Insert Name] through the Supplier Portal of the Coupa procurement
system found here: https://supplier.coupahost.com/. Each invoice shall fairly and accurately
describe in reasonable detail the actual services performed, the person(s) or entity(ies) who
performed such services, the dates on which such services were performed, the fees and
expenses payable by [Insert Name] for such services, and any reimbursable expenses. In
connection with travel and entertainment expenses, the invoices shall specify the purpose and
location of the meeting for which the travel was required, the project involved, and the name of
the person who called the meeting. With regard to messenger services, the invoice shall specify

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 the person to whom the package was sent and the project involved. Supplier shall include with its
invoices all supporting documentation for any out-of-pocket or third party reimbursable expenses.
[Insert Name] shall not be required to make payment on any invoices if such documentation is not
furnished by the Supplier as herein provided, or if any invoices with respect to the same are
rendered more than ninety (90) days after the expenses were incurred, and Supplier shall be
solely and exclusively responsible for payment of same at its own cost and expense. [Insert
Name] may refuse payment with respect to any invoice that fails to comply with the requirements
contained in this Section. Nothing contained herein shall be interpreted to mean that [Insert
Name] is required to pay any amount that [Insert Name] disputes. In the future should [Insert
Name] select an alternative means of purchase order delivery or invoice processing, Supplier will
support [Insert Name] reasonable invoice specifications, processes, formats and delivery.
(k) Notices. All notices required or permitted under this Agreement will be in writing by commercial
courier or overnight delivery service, or by certified mail, and in each instance will be deemed
effective upon receipt. All notices will be sent to the addresses set forth below or to such other
address as may change from time to time in writing to the other Party.
Supplier:
______________________
______________________
______________________
[Insert Name]:
General Notices: Legal Notices:
[Insert Name] [Insert Name]
[Insert Address] [Insert Address]
(l) Complete Understanding; Modification. This Agreement, together with each SOW executed
by the Parties, constitutes the complete and exclusive understanding and agreement of the
Parties with respect to the subject matter hereof and supersedes all prior understandings and
agreements, whether written or oral, with respect to the subject matter hereof. Any waiver,
modification or amendment of any provision of this Agreement or of an SOW will be effective only
if in writing and signed by the Parties hereto. To the extent that Supplier is already bound by a
duty of confidentiality to [Insert Name], nothing in this Agreement will relieve or diminish those
duties.
(m) Waiver. The waiver of any breach of any provision of this Agreement or of an SOW shall not
constitute a waiver of any subsequent breach of the same or other provisions thereof.
(n) Counterparts. This Agreement and any SOW hereunder may be executed in one or more
counterparts (including by facsimile, email or other means of electronic transmission), each of
which shall be deemed an original but all of which together constitute one agreement.
(o) Third Parties. Other than an affiliate of [Insert Name], a person or entity who is not a Party to
this Agreement has no right to enforce any term of this Agreement.
(p) Survival. The provisions of Sections 4 (Relationship of Parties), 7 (Compliance with Laws;
[Insert Name] Policies and Procedures), 8 (Ownership), 9 (Personal Data), 10 (Confidential
Information), 11 (Security), 14 (Indemnity), 16 (Termination), 17 (Limitations of Liability), 18
(Taxes) and 19 (General) will survive the termination of this Agreement.
- SIGNATURE PAGE TO FOLLOW -

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 IN WITNESS WHEREOF, the Parties have signed this Agreement as of the Effective Date.

[Supplier] [Insert Name of the Company]

By: By:
Name: Name:
Title: Title:

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© Addictive Learning Technology Pvt. Ltd. Any unauthorized use, circulation or reproduction shall attract suitable action under applicable law.
 ANNEX A
CONSULTING SERVICES AGREEMENT
PURCHASE ORDER SERVICE RATES
Position Hourly Rate

Price List

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© Addictive Learning Technology Pvt. Ltd. Any unauthorized use, circulation or reproduction shall attract suitable action under applicable law.
 EXHIBIT A
CONSULTING SERVICES AGREEMENT
STATEMENT OF WORK TEMPLATE

The Parties acknowledge and agree that the file embedded below with the title “Statement of Work
Template” is the template that shall be used by the Parties to draft Statements of Works under the
Agreement.
(Refer Statement of Work document uploaded separately)

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© Addictive Learning Technology Pvt. Ltd. Any unauthorized use, circulation or reproduction shall attract suitable action under applicable law.