ANTHEM ASIA ‘CONSULTANCY AGREEMENT. ‘This Consultancy Agreement the "Agreements entered ito ths 26" dy of February 2018 by an between: 4 Anthem Asia (Myanmar Limited, (Company No: 453 F2 of 2012 - 2013} a company whose repitored adress 3 Fer, 608 Merchant Steet, Pabedan Township, Yangon, Myanmar the Company) za Cuarer, (hilpine Passport Number: ECAS2007S] nd whose ares is 8739 San Pedro St San Antonio Vale 2, Brey. Sn er Paranaque Cy, Piipins (he "Consultan. (cach inaidaly a “Pare and collectively the "Parties" woeneas: ‘A. The Company ian investment company with ubsiarie nd alts operating inthe Repub ‘ofthe Union of Myanmar. 18. The Company has approached the Constant. to prove professional business sacs in secordance with he terms here. ‘The Parties hereto agree a allows: services set out inthe Schedule of Sevs hereto and ws may be reasonably precibed by the {Company and notified tthe Consultant rom ime to ine (the Serve). 1.2 The Consultant wil eport 2 Josephine Pie and Motioordan “Magen Feta o anyone 235 designate by the Company forthe deer of he Sevies 1.3. The place of work and location whore the Services are to be denered is 3" Flor, 608. ‘Merchant Street, Pabedan Township, Yangon Myano" unless otherwise stated in writing by 1.4 ‘The Consulta may ary the Companys business card inating the postin of Constant, 2 Term 21 The Agreement shall take effect from 12° March 2018 or ae othernse mutually aes) and shall contin forse (6) months whereby it wil be raled over by mutual greament every ‘month (subject to monthiy review) untl terminated n accordance with the provsions of (ause 2 (the “Term 2.2 uring the Term, the Constant wl be employed on a fulsime bass during Mondoy to Friday From 803m t 6 00pm.ANTHEM ASIA 6a (2) perform such cuts 2s are commensurate with providing the Services within the Term; (©) inal respects comply wth ll reasonable directions pven by or under the authorty of the Company (c)__use their best reasonable endeavors to promote the interests ofthe Company (ad) carry out thee dates in comptance withthe Compan’ requirements, sre levels ‘nda applicable laws, regations, requirements andguideines and (e) carryout ther duties pursuant to any further requirements 2s advised by the In consideration ofthe Sences provided by the Consutant, the Company shal pay t0 the Constanta fe of US53,000 (the “Fee” payable within sven (7) Myanmar business dys steer the end of the respective calendar month, tobe gad in such'a manner ae agreed between the Pats ‘The Company shal pay the Fee less pplsble taxes and deduction by law, normaly tholding tax, seven (7) Myanmar business days ater thedat of receipt ofthe Consultant's ‘The Consultant ahnoweded and agrees thatthe Compan sano way obliged 0 make any payment ofthe Fe for any even month should the Consultant ft sue the Company with aninwoieein respect ofthe Fe, ‘There is no eniement to ald leave under this Agreement and any absence from werk or Inablty to deliver the fll range of Services required hereunder, wil not be remunerated unless otherwise agreed in wring by the Company. expenses ‘The Company wil net pay fr business related expenses ules otherwise pre-approved by he Company and subject relevant documentary evidence bei produced. Independent Contactor tes expressy agreed thatthe Consultant acting slay 36 an independent contractor In performing the Services hereunder. The Company shall ary no worker's compensation insurance or any heath a acedent insurance ta cover the “onsuitant and shal inno way be abe for any dec / ndect losses and / or dais arn rom any aes of omissions ofthe Constant,ANTHEM ASIA ‘The Company shall not pay any pension contributions, imurance or provide any other ontutions or beefs which might be expected in an emplyer-employte relationship and ‘the Constant expres waives any right to Such pation coverage Disclosure of formation ‘The Consultant shall eep secret and not disclose or appropriate to the Consultant’ own we, fort the ute of any third party, at any time during or subsequent to the Term any secret, proprietary or confident information ofthe Company (o a1 aft there, a the case ‘may bel, f which the Constant hasbeen or rear bacesiforid, whether or not developed by the Constant, including, but not limited to, information obtained by the Consutant to pect the Services, contact lite, records, sacs, mathod, stems, computer coe, ideas, procases, rics, profs, cent service metnodloples, client service procedures, trade secrets, management tos know how, mates, ates, analyses, manual, ‘contrac tems a operating procedures but exciting information that sor becoresavalble to the puble ether than as 2 resut of an unauthorved aleclosure by the Consultant {collctivly “Confidential Information"), exept such diloure 25) may be required by applicable [wor regulations o by the applicable ules of any tock exchange, orn order for ‘the Constant o execs he rghtshereune in any legal proceesings. The Constant shall not nor shal they asst others, to esassemble, decompile, everseenginer or otherwise attempt to recreate Confident Information. Al notes, records, reports, docments; plans, promotional mater and other documents of Infocmation in whatever form or medivm) belonging to te Crnpany or an affliate theres, 1 the case may Be) ort nts are the property ofthe Compiay (or he flit, a the case maybe). The Constant shanot remove ay Confidential Infomation or oter property fam the Company (r the afi, 25 the case may be) or its crt premises or systems in any orm or medium without the elevent companys written coment Upon termination of hs ‘Aareement the Consultant agree oimmeditely deve such property to the Company ors aflates or atthe request ofthe Company destroy the sam and confi In wing sich ‘estuction, The Consultant shall ot be entitled to cetain copies (whether on computer of ‘rten epredutions) of such materials ar documents. Inttiectual Property Rights To the fills extent permis under apptiable law the Consultant agrees tha all materi documentation, deliverables an ater tangible expressions ofinformation ining but not mitd to software programs and sftware documentation, digs, ech! dts, formule, and processes, whether infil production or rat, which es rom any werk performed by the Constant providing Services under this Agreement or ar) extension or renewal theceot shall be deemed to be works for hire and a rit, tle and interest, Inusing ay cyt patent rights and all ether intellectual property rghts, shall belong exchsvely to the Company.ANTHEM ASIA 82 a 10a 102 1m. Without liming the fcegong, the Company shall have alight thle and intrest in the Constants work product nduding the exclusive right to obian and hol ints oan name copyrahs,repstatons and other appropiate statutory protections; the Consultant shall retain no ris of ny kind therein For the avoidance of doubs, al the Companys dient sence methadoogies, cent service procedures, trade secrets, management tok, know haw, mtr, tes, analyses, manuals nd ater ite property which ae dcoeed or provided by the Company cectly oF Ingirety to the Consultant fr the purpose of ths Aglemant shall remain the sole ard ‘icisive property of the Company, Nether th Agreement note dcaeure of cnt service methodologies, cent service procedures, trade Secrets, management tals, know how, raterals, notes, anaiies, manuals and other Intellectual property shall be deemed by Implication or otherwise to vest inthe Consutant any right nthe same. (Oblgations to Others “The Consultant represents and warrants that the Consultant hs no Serene wth, oF duty to, any previous employer or other person of persns which would prevent the Consutant from perforin her obligation othe Company underthi Agreement. ‘Won-Compettion and Non solitation ‘he Consultant agrees that they wil nt during the term of hs Agreement cary on fr their ‘wm account or provide saris to any part x be employed it any business whieh compater with or may compete with the Comoany, or which provides services to a party which competes with or may compete with the Company. Dring th term ofthis Agreement, the Constant shall at roi series to any party other than the Company The Consultant apres that for 2 period of twelve (12) moxth after termination of this Contac the wil ot sl ether the Company's lense the Company's stat Indemnifistion| The Consultant hereby accepts lib fr and apres to indemnity ad hold the Company harmless agains all clams, dect and indict loses, laity, damage, cows (inciting ‘olor and cent oss] and expenses of any ratue whatsoever incurred a sulered by the Company. The proveions of the clause shall survive the expty or termination of this Laity The Constant hereby acknowledges and agres thatthe Company isin no way lable for ny losses, claims or damages cused by the Company's acs 0° omissions in respect of the Company's performance of is obligations under tis Agreement.ANTHEM ASIA 1 1s. ‘he Consultant shall be solely responsbie to ceport and pay all ses arsng in connection with payments Under this Agreement in whatever friction excpt where payable by the Company in aecordance with apliable law. The Company i entle to withhold relevant amounts from any payments due under tis Agreement, so as ensure compliance with spplabe laws. ‘Asenment This Aareement is2 personal one, beng entered ito in relance upon ann consideration of the singular personal sil and quaifieations ofthe Consultant. The Consultant shal sheefore not vluntarly or by operation of fw assign ther obligations under tis Agreement without ‘the prior witten consent oF the Company. Any attempted assignment oF transfer bythe Connstantof their obigstions without eh consent halle whol vid Notice ‘Any notice required or permitted tobe even hereunder shall be sufficent only iin weing ‘and sent by repstred pot tothe aderess of uch Party ae et forth nthe caption ofthis ‘Aseerent and shall be deered to have beon recived by the addresee within three (3) yanmar business days fromthe dateof posting. ‘his Agreement shall Be govemed by and construed in acordance withthe lows of the Republi of the Union Myanmar. survivorship “The respective hts and obligations ofthe Parties under ths Aveement shal sunive any tanmination of ht Agreement to the extent necesary forthe intended preservation f such rights nd obligations Entice Agreement ‘This Agreement contains the entre aprernent ofthe Paris wh respect to the subject Iatterhereot and supersedes al agreements and understandings (whether ora or writen) ‘betwen the Parties concerning the subject mater hereof This Aveement may be modi bythe Pris hereto ony bya writen supplemental agreement executed by bth ates.ANTHEM ASIA 19. Binding Agreement ‘hie Aeremant shall be binding on and inure tothe benefit of the Company ands sucesso and assigns andthe Consort. 20. Severity any term oF provision of this Agreement shall be found tebe illegal or otherwise Lunenforeeabe the same shal ot ivabdate the whole of ths Agreement, But such erm or provision shal be deemed modifies to the exten necessary to tense such tem © prowson Enforceable, an the rights and obligation ofthe Pate sal be construed and enforced accocdingy, preserving to the fst extent permisble the intet and agreements ofthe Parties et frth in this Ageerent, 21. Wiaver No flare or delay on the part of ether Party to exercise any rht or remedy under ths ‘Aaroement shall be construed or operat a 3 waiver there. 22, Termination 22: iter Party may terminate this Agreement on ane (2) months’ nate in wetting 222. The Company may terminate this Agreement: 1) W the Constant materia breaches the terms ofthis Agement, and where such breach may be remedied, shal have fled to remedy the same within fourteen (8) Calendar days of the writen natce from the Company requing the Consultant to remedy the same n which case the Aeerent shal terminate forthwith, the Campaay shall thereat be at Inert to engage any ether person to conplte the Series: b)Ferthuith the constant le unable to delver the Services ta the required standard, ‘unable to 997 thelr debts when due, or des, or becomes bankrupt, oF suffers any <ésality or ineapacty rendering the Consultant urable to perform thelr oblgations herein; oF ©) Forthwith if the Consultant commits any actor omission whch involves dshonesty or {aloyaty to the Company ors affilates or any breach ofthe UK ant-bibery lepton or aplcable lw. 223 The Constant may terminate this Agreement 3} Forthaith fhe Company goes int qudation ether computor or voluntary (save for the purpose of reconstruction of amalgamation) of receiver's appointed in respect of any part of its assets or if it makes any assignment for the benefits ofits credors tenes 15) Upon termination, the Constant shale ented to payment for Sences endered on 8 pro ated Baus, ess any sum due in respect of antecedent reach, # any, by theANTHEM ASIA ‘constant 23, ForceMajeure Neither Party shal be able tothe other forthe non performance or part! performance of {any obligations under this Agreement nor foray loses arsing a5 2 result) by reson of ny vent series of events beyond the contol oftheir contr nuding without limitation acts ‘of government, stikes, lac-outs, fie, exlesion, leading, civil commotion, act of war sabotage, acts of God or accidents outside of ether Party reasonable cont whieh ha ors Ihely to have the effect of making any material part of this Agreemer: incapable of performance in acordance with ses ("ore Msieure Even). The Resto hi Pages incetonaly BonkANTHEM ASIA IN WITNESS WHEREOF, the Parties have executed thisAgoement as ofthe date fst above writen Forand on behalf of ANTHEM ASIA (MYANMAR) LIMITED (WOSEPHINE PRICE) Te ‘Managing Director ‘Anthem Asia (Mvanmar) Limited "Name Ria Guarter (Philippines Passport Number £C4520075)ANTHEM ASIA ‘+ Improve the operational systems, processes and polices In support of the propose ‘organisation's mission ~ speciealy, support better management reporting, information ‘low and management, business proces and organisational panne. ‘+ Manage and increase the effecveness and effclency of Support Serves (HR, IT and France, through improvements to cach funcion 2s well 3 coordination and ommuniation between support and business functions 1+ Ploy @ signicae role in longterm planning, Including an intisve geared toward operational excellence. Managerent of department budeetin coordination with he Che Execitive Ofer, Development of india! program budgett Invaicing to funding sources, incuting calculation of completed wits serve. Superise and coach operations ofcers on a westly ba ‘ny ashe dts reasonably requested bythe Company. ‘a constant wih he Company oom and respective of the role you 3 undertaking, you wl be expecta toposes, at minimum, the following perianal and workchaacerites 3 ates: 1+ secier pote anda god tener ‘+ Dispaya happy disposition anda profesional demeanor {Use good spoken ard writen nish ‘se nmbious and wing t lean ‘Treat ther aff members ofthe Company ans asocated businesses with respect ané poteness + Abletomest deadlines ‘+ Actat all times with the highest etic standards 1 Befull aware and eomplnt wih our at-bibery poly 1+ Haveread and understood the taf Handbook an be fei withthe Companys HR policy 19900000800