INDEPENDENT CONTRACTOR AGREEMENT

This Agreement (the "Agreement") is made and entered into this 17 _______ day of
11 21
____________________, 20_______, by and between YYZ Translations a corporation organized
pursuant to the laws of the Province of Ontario, having a principal place of business at The Exchange
Tower, 130 King Street West, Toronto, ON M5X 1E3, Canada (hereinafter referred to as the
"Company"),

and
Alaa Tolba Ali Mohamed Elelwani
_______________________, an individual or company residing at [full address]
6 mas
__________________________________ or ______________________________, a
[corporation/general partnership/LLC/etc.] _____________________________ organized pursuant to the
laws of the State/Province of ________, having a principal place of business at
_____________________________________] (hereinafter referred to as the "Contractor").

IN CONSIDERATION of the mutual covenants and promises contained herein, the parties hereto hereby
agree as follows:

ARTICLE 1

CONTRACTOR’S QUALIFICATIONS; ENGAGEMENT OF SERVICES

Section 1.1 Contractor's Qualifications. The Contractor represents that the Contractor is in the
business of providing translation and/or interpreting services, and that the Contractor (or the Contractor's
employees, if the Contractor is a business entity) possesses the education, training, skills, experience,
licenses, supplies and equipment incidental and necessary to the provision of translation services.

Section 1.2 Engagement of Services. The Company may issue project assignments (each, a "Project
Assignment") to the Contractor substantially in the form attached to this Agreement as Exhibit A or in
any other form approved by the Company. Subject to the terms of this Agreement, the Contractor will
render the services set forth in each Project Assignment accepted by the Contractor according to the terms
and by the completion dates set forth in such Project Assignment.

ARTICLE 2

INDEPENDENCE OF CONTRACTOR IN PERFORMING SERVICES

Section 2.1 Independent Contractor Status. The Contractor's relationship with the Company is that
of an independent contractor, and nothing in this Agreement is intended, or should be construed, to create
a partnership, agency, joint venture or employment relationship. The Contractor is not authorized to make
any representation, contract or commitment on behalf of the Company unless specifically requested or
authorized in writing to do so by a Company manager. The Contractor represents and warrants to the
Company that the Contractor operates an independent business performing professional services of the
nature to be performed hereunder, and holds himself/herself/itself out to the public as such. Both parties

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acknowledge that: a) the Contractor is not an employee of the Company for state or federal tax purposes,
for state unemployment insurance, workers' compensation or other labor law purposes, or for any other
purpose – in particular, the Contractor shall be responsible for providing its own Workers Compensation
insurance for all projects in which the Contractor will be providing services on-site at the premises of the
Company or the Company's clients; the Company will not assume any liability for Workers
Compensation claims from the Contractor or its employees or subcontractors and if the Contractor assigns
work to employees or subcontractors pursuant to section 2.4 of this Agreement, the Contractor will
provide evidence of Workers Compensation coverage for itself and/or its employees and/or
subcontractors, if so requested by the Company, b) the Contractor is solely responsible for, and will file,
on a timely basis, all tax returns and payments required to be filed with, or made to, any federal, state or
local tax authority with respect to the performance of services and receipt of fees under this Agreement, c)
the Contractor is solely responsible for, and must maintain adequate records of, expenses incurred in the
course of performing services under this Agreement, d) no part of the Contractor's compensation will be
subject to withholding by the Company for the payment of any social security, federal, state or any other
employee payroll taxes, and e) the Contractor shall be solely responsible for the payment of all
compensation to and expenses of the Contractor's employees, agents, representatives, and subcontractors
that may be incurred with respect to any work performed under this Agreement, and for the collection,
withholding and payment of all social security, federal, state or any other employee payroll taxes
applicable to such employees, agents or representatives. The Contractor retains the right to perform
services for others during the term of this Agreement, and it is anticipated that the Contractor will have,
and will perform services for, other clients besides the Company during the term of this Agreement.

Section 2.2 Method of Performing Services. The Company will not supervise, direct or control the
Contractor in the manner or method of performing any Project contracted hereunder. The Contractor will
determine the method, manner, and means of performing the above-described services to complete any
Project contracted hereunder, provided that the Contractor shall satisfactorily perform the services
contracted to produce the contracted result in accordance with the specifications agreed to in writing
between the Company and the Contractor, whether in a Project Assignment or otherwise.

Section 2.3 Place and Times of Work. The Contractor shall perform each Project contracted for
hereunder at the Contractor's own place of business or at any place or location, and at such times, as the
Contractor shall determine, or as specifically agreed in the respective Project Assignment.

Section 2.4 Successors and Assigns; Application of Agreement to Principals, Employees and
Agents. The Contractor may not subcontract or otherwise delegate the Contractor's obligations under this
Agreement without the Company's prior written consent. Subject to the foregoing, this Agreement shall
be for the benefit of the Company's successors and assigns, and shall be binding on the Contractor's
assignees. The Contractor shall ensure that each of its principals, employees and agents adhere to the
terms of this agreement, particularly the provisions of Articles 4 (“Innovations; Confidential
Information”) and 5 (“Non-Interference; Non-Solicitation; Conflicts of Interest”).

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ARTICLE 3

COMPENSATION; INVOICES; DELIVERY

Section 3.1 Compensation; Timing. The Company shall pay the Contractor the fee(s) set forth in
each Project Assignment for services rendered pursuant to this Agreement. Upon termination of this
Agreement for any reason, the Contractor shall be paid fees on the basis stated in the Project
Assignment(s) for services which have been completed. The Contractor shall be reimbursed only for
expenses which are incurred prior to termination of this Agreement for any reason and which are
approved in advance in writing by a duly authorized representative of the Company. The Company shall
pay the Contractor within ninety (90) days of receipt of the approved invoice or as specified on the
purchase order pertaining to the invoice.

Section 3.2 Invoices. The Contractor shall submit a separate invoice to the Company for each Project
Assignment performed by the Contractor. The Contractor's invoices shall be printed on the Contractor's
formal pre-printed billhead or business letterhead stationery, and each shall include at least the following
information: (i) the Contractor's name, business name, business address and the nature of the Contractor's
business; (iii) an invoice number; (ii) the Company's Project Number for the Project, and any other name,
reference, summary description or identification of the Project contained in the Project Assignment for
the Project; (iii) a summary description of the services rendered, including, in the case of language
translations: (a) the language combination involved, (b) the word count for the number of words in the
finished translation provided to the Company; and (iv) the total due.

Section 3.3 Delivery. The Contractor agrees to deliver all services within the time frame(s) and in
accordance with the Company's quality control procedures agreed to in each Project Assignment or
otherwise, and to immediately 3 inform the Company of any potential delay in delivery or inability to
comply with quality control procedures. The Company shall have the right to make appropriate
deductions from amounts due to the Contractor pursuant to the provisions of any Project assignment upon
the failure of the Contractor to comply with the terms of this Section 3.3.

ARTICLE 4 INNOVATIONS;

CONFIDENTIAL INFORMATION

Section 4.1 Disclosure and Assignment of Innovations.

(a) Innovations; Company Innovations. "Innovations" includes translations, works of

authorship (including work made for hire), information fixed in any tangible medium of expression
(whether or not protectable under copyright laws) and all other subject matter protectable under patent,
copyright, moral right, mask work, trademark, trade secret or other laws. "Company Innovations" are
Innovations that the Contractor, solely or jointly with others, conceives, reduces to practice, creates,
derives, develops or makes within the scope of the Contractor's work for the COMPANY under this
Agreement.

(b) Ownership of Company Innovations. The Contractor hereby does and will assign to the
Company or the Company's designee the Contractor's entire worldwide right, title and interest in and to

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all Company Innovations and all associated and intellectual property rights. The Contractor warrants that
all employees, agents, representatives, and subcontractors of the Contractor who are involved in any way
with the services provided to the Company pursuant to a Project Assignment or otherwise shall make a
similar assignment of all intellectual property rights to all Innovations that such employees, agents,
representatives, and subcontractors, solely or jointly with others, conceive, reduce to practice, create,
derive, develop or make within the scope of their work for the Contractor and which relate to the
Contractor's work for the Company under this Agreement.

(c) Assistance. Notwithstanding the generality of the foregoing, the Contractor agrees that, upon
the Company's request, the Contractor will execute a signed transfer, in the form provided by the
Company, of all Company Innovations to the Company. The Contractor agrees to assist the Company in
any reasonable manner to obtain, perfect and enforce, for the Company's benefit, the Company's rights,
title and interest in any and all countries, in and to all copyrights, moral rights and other property rights in
each of the Company Innovations

Section 4.2 Confidential Information.

(a) Definition of Confidential Information. "Confidential Information" as used in this

Agreement shall mean any and all technical and non-technical information, including but not limited to
the text of any documents delivered to the Contractor by or on behalf of the Company and any translation
thereof prepared or reviewed by or on behalf of the Contractor.

(b) Nondisclosure and Nonuse Obligations. Except as permitted in this paragraph, the
Contractor shall neither use nor disclose the Confidential Information. The Contractor may use the
Confidential Information solely to perform Project Assignment(s) for the benefit of the Company, using
the same degree of care as the Contractor accords to the Contractor's own confidential information, but in
no case less than reasonable care. If the Contractor is not an individual, the Contractor agrees that the
Contractor shall disclose Confidential Information only to those of the Contractor's employees, agents,
representatives, and subcontractors who need to know such information, and the Contractor shall ensure
that such employees, agents, representatives, and subcontractors have previously agreed, whether as a
condition of employment or in order to obtain the Confidential Information, to be bound by terms and
conditions substantially similar to those terms and conditions applicable to the Contractor under this
Agreement. The Contractor agrees not to communicate any information to the Company in violation of
the proprietary rights of any third party. The Contractor will immediately give notice to the Company of
any unauthorized use or disclosure of the Confidential Information. The Contractor agrees to assist the
Company in remedying any such unauthorized use or disclosure of the Confidential Information.

4 (c) Exclusions from Nondisclosure and Nonuse Obligations. The Contractor's obligations
under Section 4.2(b) ("Nondisclosure and Nonuse Obligations") with respect to any portion of the
Confidential Information shall not apply to any such portion which the Contractor can demonstrate (a)
was in the public domain at or subsequent to the time such portion was communicated to the Contractor
by the Company through no fault of the Contractor, (b) was rightfully in the Contractor's possession free
of any obligation of confidence at or subsequent to the time such portion was communicated to the
Contractor by the Company, or (c) was developed by the Contractor or the Contractor's employees,
subcontractors or agents independently of and without reference to any information communicated to the

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Contractor by the Company. A disclosure of Confidential Information by the Contractor, either (a) in
response to a valid order by a court or other governmental body, (b) otherwise required by law, or (c)
necessary to establish the rights of either under this Agreement, shall not be considered a breach of this
Agreement or a waiver of confidentiality for other purposes; provided, however, that the Contractor shall
provide prompt prior written notice thereof to the Company in order to enable the Company to seek a
protective order or otherwise prevent such disclosure.

Section 4.3 Ownership and Return of Company Property. All materials (including, without
limitation, electronic files, documents and all other tangible media of expression) furnished to the
Contractor by the Company, whether delivered to the Contractor by the Company or made by the
Contractor in the performance of services under this Agreement (collectively, the "Company Property")
are the sole and exclusive property of the Company or the Company's suppliers or customers, and the
Contractor hereby does and will assign to the Company all right, title and interest the Contractor may
have or acquire in the Company Property. The Contractor agrees to keep all Company Property at the
Contractor's premises unless otherwise permitted in writing by the Company. At the Company's request
and no later than five (5) days after such request, the Contractor shall destroy or deliver to the Company,
at the Company's option, (a) all Company Property, (b) all tangible media of expression in the
Contractor's possession or control which incorporate or in which are fixed any Confidential Information,
and (c) written certification of the Contractor's compliance with the Contractor's obligations under this
sentence.

ARTICLE 5

NON-INTERFERENCE; NON-SOLICITATION; CONFLICTS OF INTEREST

Section 5.1 Non-Interference; Non-Solicitation. During this Agreement, and for a period of one (3)
years immediately following this Agreement's termination pursuant to Section 6.2 or 6.3, the Contractor
shall not solicit or induce any employee or independent contractor of the Company to decline to enter into
any employment, contractual or other relationship with the Company, or to terminate or breach the terms
of any such employment, contractual or other relationship. In addition, unless otherwise agreed to by the
parties in writing, during this Agreement and for a period of three (3) years immediately following this
Agreement’s termination or expiration, the Contractor shall not solicit the business of any customer of the
Company listed in a Project Assignment or otherwise communicated by the Company to Contractor with
respect to a particular project. Notwithstanding the provisions of Article 7.7 ("Governing Law") of this
Agreement, the Company shall have the right to enforce the terms of this provision in any appropriate
court of law or equity.

Section 5.2 No Conflict of Interest. During the term of this Agreement, the Contractor will not
accept work, enter into a contract, or accept an obligation that is inconsistent or incompatible with the
Contractor's obligations, or the scope of services rendered for the Company, under this Agreement. The
Contractor warrants that, to the best of the Contractor's knowledge, there is no other contract or duty on
the Contractor's part which conflicts with or is inconsistent with this Agreement. The Contractor agrees to
indemnify the Company from any and all loss incurred by reason of the alleged breach by the Contractor
of any services agreement with any third party.

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ARTICLE 6

TERM AND TERMINATION

Section 6.1 Term. This Agreement shall remain in effect for three (3) calendar years from the
Effective Date and, unless terminated as set forth below, shall continue in effect for successive three (3)
year periods unless either party gives notice to the other, at least thirty (30) calendar days prior to the end
of any three-year period, of its desire not to extend the effectiveness of this Agreement. Section 6.2
Termination by the Company. Except during the term of a Project Assignment, the Company may
terminate this Agreement without cause at any time, with termination effective thirty (30) calendar days
after the Company's delivery to the Contractor of written notice of termination. The Company may also
terminate this Agreement (i) immediately upon the Contractor's breach of Article 4 ("Innovations;
Confidential Information") or Article 5 ("Noninterference; Non-Solicitation; Conflicts of Interest") or (ii)
seven (7) days after the Company's delivery to the Contractor of written notice of the Contractor's
material breach of any other provision or obligation owed by the Contractor under this Agreement or a
Project Assignment which is not cured within such seven (7) day period.

Section 6.3 Termination by the Contractor. Except during the term of a Project Assignment, the
Contractor may terminate this Agreement without cause at any time, with termination effective thirty (30)
calendar days after the Contractor's delivery to the Company of written notice of termination. The
Contractor may also terminate this Agreement for material breach by the Company if the Company has
not cured the breach within seven (7) days of receiving written notice from the Contractor. Section 6.4
Transactions After Termination. Following any termination of this Agreement, all assignments fully
completed prior to the effective date of such termination shall be invoiced and paid pursuant to the terms
of this Agreement and/or the applicable Project Assignment. With respect to any assignments in progress
as of the effective date of termination, (i) if such termination occurs pursuant to Section 6.1, such
assignments shall be completed, invoiced and paid after termination pursuant to the terms of this
Agreement, as if not terminated with respect thereto, unless otherwise specifically agreed by the parties in
writing, or (ii) if such termination occurs pursuant to Section 6.2, the Contractor shall stop work on such
assignments as of the effective date of termination, and no compensation shall be due therefor, except for
such ratable portion of the agreed fees for work, if any, as shall be allocable to such of the services, if any,
as shall have been satisfactorily performed and delivered to the Company before the date of termination
and not paid for.

ARTICLE 7

GENERAL PROVISIONS

Section 7.1 Notices. Any notices to be given by either party to the other hereunder shall be in writing
and may be given by (i) personal delivery, (ii) first class, registered or certified mail, postage prepaid,
with return receipt requested, or (iii) telefax or e-mail with printed confirmation of transmission, in each
case addressed and transmitted to the parties at their respective addresses and telefax numbers or e-mail
addresses appearing on the signature page of this Agreement. Notices delivered personally will be

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effective upon actual receipt. Notices mailed will be effective as of two days after mailing, provided a
signed return receipt is received by the sender. Notices delivered by telefax will be effective upon
completed transmission, with a machine printed confirmation of transmission.

Section 7.2 Entire Agreement; Modifications , Waiver. This Agreement, and as to each project, the
respective Project Assignment signed by the parties pursuant hereto, constitutes the entire agreement
between the parties with respect to the subject matter herein and therein, and supersede all prior oral or
written agreements between the parties with respect to the rendering of services by the Contractor for the
Company. No modification or amendment of this Agreement or any Project Assignment shall be effective
unless in writing and signed by the party to be bound thereby. No term or provision hereof will be
considered waived by the Company, and no breach excused by the Company, 6 unless such waiver or
consent is in writing and signed by the Company. The waiver by the Company of, or consent by the
Company to, a breach of any provision of this Agreement by the Contractor, shall not operate or be
construed as a waiver of, consent to, or excuse of any other or subsequent breach by the Contractor.

Section 7.3 Severability of Clauses. If any provision of this Agreement is held by a court of law to
be illegal, invalid or unenforceable, (i) that provision shall be deemed amended to achieve as nearly as
possible the same economic effect as the original provision, and (ii) the legality, validity and
enforceability of the remaining provisions of this Agreement shall not be affected or impaired thereby.

Section 7.4 Survival. The definitions contained in this Agreement and the rights and obligations
contained in Article 4 (Innovations; Confidential Information), Article 5 (Non-Interference; Non-
Solicitation; Conflicts of Interest) and Article 7 (General Provisions) shall survive any termination or
expiration of this Agreement.

Section 7.5 Injunctive Relief for Breach. The Contractor's obligations under this Agreement are of a
unique character that gives them particular value; the Contractor's breach of any such obligations will
result in irreparable and continuing damage to the Company for which there will be no adequate remedy
at law; and, in the event of such breach, the Company will be entitled to injunctive relief and/or a decree
for specific performance, and such other and further relief as may be proper (including monetary damages
if appropriate).

Section 7.6 Captions. The captions and headings of the sections of this Agreement are inserted for
convenience of reference only and shall not be deemed to constitute a part hereof nor affect the
interpretation of any provision of this Agreement.

Section 7.7 Governing Law. This Agreement shall be governed in all respects by the laws of the
Canada, and by the laws of the Province of Ontario as such laws are applied to agreements entered into
and to be performed entirely with the Province of Ontario between Canadian residents.

Section 7.8 Binding Arbitration. Any controversy or claim arising out of or relating to this contract,
or the breach thereof, shall be settled by arbitration administered by the Canadian Arbitration Association
in accordance with its Commercial or other Arbitration Rules, including the Optional Rules for
Emergency Measures of Protection, and judgment on the award rendered by the arbitrator(s) may be
entered in any court having jurisdiction thereof.

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Section 7.9 Counterparts. This Agreement may be executed in one or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute one and the same agreement.

Section 7.10 Facsimile Signature. The parties hereto agree that the signature(s) of each party
contained in copies of this Agreement sent via facsimile or electronic message format shall have the same
effect as the original signature of each such party to bind such party to the terms and conditions of this
Agreement.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

YYZ Translations Contractor

Sultan Ghaznawi, President Signature:

130 King Street West, Suite 1800, Address: 6

________________________________
Toronto, ON M5X 1E3, Canada giza, giza,egypt
________________________________
Tel: 1-888-426-5999 Telephone: 00201009133453
Email: contact@yyztranslations.com Email:
gaolongtranslator@gmail.com

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 Audit trail

TITLE
Independent Contractor Agreement
FILE NAME
YQ1503 - FORM YYZ...execute_ready.pdf
DOCUMENT ID
5af97d360d9d39faab75599e8801bf51f91b6f7a
AUDIT TRAIL DATE FORMAT
MM / DD / YYYY
STATUS
Completed

11 / 16 / 2021 Sent for signature to Alaa Tolba Ali Mohamed Elelwani

16:50:56 UTC-5 (3409530029@qq.com) from
vendor.management@yyztranslations.com
IP: 165.255.44.122

11 / 17 / 2021 Viewed by Alaa Tolba Ali Mohamed Elelwani

09:13:20 UTC-5 (3409530029@qq.com)
IP: 156.193.46.4

11 / 17 / 2021 Signed by Alaa Tolba Ali Mohamed Elelwani

09:38:40 UTC-5 (3409530029@qq.com)
IP: 156.193.46.4

11 / 17 / 2021 The document has been completed.

09:38:40 UTC-5