SALES AGREEMENT (FREELANCE CONTRACT) 2. November, 2022 Agreement Number:20220929FDC. Article 1. PARTIES OF THE AGREEMENT A- YONNET Biligim Yazilim Egtim ve Danigmaniik Hizmetleri Tic. Ltd. Sti Address Cumhuriyet Mahallesi Kartal Caddesi Simkan Plaza No: 95/1 TR-34876 Kartal / istanbul Trade Registry Number 65991 Tax Office Yakacik Tax Number 9830439993, Telephone +90 216 326 26 40 Hereinafter shall be referred as “INTERRA" B — FERDINAND BACANI DELA CRUZ Passport No: P0666194B Address PO Box 365675, Sulaymaniyah, Riyadh 11393, Saudi Arabia Mobile +966 54 722 7521 Hereinafter shall be referred as “REPRESENTATIVE” Article 2. CONTENT OF THE AGREEMENT: The subject of this agreement is to determine authorizations, responsibilities and conditions of sales of all kinds of electronic devices branded INTERRA (Hereinafter shall be referred as the PRODUCTS) automation systems manufactured by INTERRA and to be sold and represented by REPRESENTATIVE. Article 3. RELATIONSHIP BETWEEN PARTIES RIGHTS AND OBLIGATIONS 4. Authorization for Sales With this agreement REPRESENTATIVE may sale and promote the INTERRA PRODUCTS owned by the INTERRA in the territory of Kingdom of Saudi Arabia. 2. Sales Target Sales target is for next 3 years, + 2023: $ 200.000 USD . 2024: $ 475.000 USD . 2025: $ 900.000 USDTo calculate any sales for dedicated year; project amount or downpayment needed to send INTERRA or INTERRA should receive LIC notification, REPRESENTATIVE should reach at least 80% of yearly target, if REPRESENTATIVE couldn't reach 80% of its target for related year, Interra has right to terminate contract and not extend it for coming year. 3. Confidentiality Obligation REPRESENTATIVE shall accept all kinds of information and materials as trade secret and confidential information excluding the information obtained from the third parties in legal manners. REPRESENTATIVE also declares not to submit this information to the third parties, Article 4. SELLING CONDITIONS 1, Product Prices coming year. It has wugust 2022" Product prices are in USD currency, announced in December for ever been sent to dealers separately. The list for this year includes the term * In some special cases, INTERRA will provide “Special Project Prices” independently from the agreed price and discounts. INTERRA have the authority to make any changes on the price lists, all changes regarding the price lists shall be submitted on 30 days prior provided the notification is submitted either written and/or oral. 2. Payment and Payment Terms Customers shall pay the order amount or down payment within 7 days after the date of the order (before the delivery date) to the INTERRA as CASH IN ADVANCE or LIC notification. If the payment is not made, then the orders shall not be submitted and shall not be included in the production planning. Article 5 FREELANCE CONDITIONS 1. Duration of Agreement This agreement shall be valid for one year from the date of 6.th November 2022 and renewable by mutual agreement of the parties. In the event of not submitting a written request for the termination for the Agreement from any of the Parties one month before the expiration of the period, conditions of the Agreement shall be mutually revised for the following year. ey1. a. Trial Period Trial period will be the first six months from the date of 6.th November 2022. During trial peridd, both parties have right to terminate contract without any prior notice. 2. Fee and Comission = $2000 (US Dollar) fixed fee will be transferred to REPRESENTATIVE every month for basic expenses, such as car petrol, mobile phone charges etc are included ‘© Below comission rate will be transferred to REPRESENTATIVE from the total net sales amount, ‘+ 15% comission will be provided if Standart price list used for order, «12.5% comission will be provided if Gold price list used for order, * 10% comission will be provided if Platinium price list used for order, «Regarding project business, comission rate will be defined each time for each project according to the project volume, content of the order etc...while creating offer, ‘© During the first half (first 6 months period), monthly target won't be considered to be awarded sales comission (this condition will be valid for only the first year) ‘© During the second half (second 6 months period) at least 90% of montly target (monthly target is $16,667 for the first year) needed to be exceeded cumulatively to be awarded for above sales comission. *Example|sales comission table is provided in Annex3. 3. Time of Payment * Comission allowance for regular sales (orders created from price lists) will be paid every 2 months, (all related payments need to be received fully in our account to pay any comission) * Comissian allowance of project business will be paid within 1 month after receiving fully payment for project (project business sales), 4, Marketing Support * Marketing tools, catalog, flyers and business card will be provided by Interra to REPRESENTATIVE, 2 demo boxes (i7+ demo box and 10° demo box) will be provided free of charge to REPRESENTATIVE for marketing activities, (in case of agreement terminated, demo boxes ngeded to send back to Interra or will be invoiced to REPRESENTATIVE),Samples| and demo boxes will be provided customers in special prices, (there will be No comission allowance for such kind of orders), 5. Travels and Other Expenses In case of needed other city travels such as Dammam, Jeddah, Madinah... will be discussed together before trip and needs to be approved by Interra HQ Flight tickets and hotel expenses for regarding other city trips will be provided by INTERRA HQ, All other expenses which needed for sales activities such as car petrol, telecommunication expenses etc. are already included in basic expenses and is not subjected to request from INTERRA HQ, 6. Sales Report ‘A weekly report needed to be sent to Interra by REPRESENTATIVE about sales activities, meetings, weekly plans, following projects etc., ‘A monthly report needed to be sent to Interra by REPRESENTATIVE as a requested format by INTERRA (requested format is Annex2) including KPI performance, sales performance based on each month, Top 10 customer targets, Project tracking reports, Territory plans etc General evaluation meeting will be made every 3 months, Article 6. TERMINATION CONDITIONS OF THE AGREEMENT AND THE RESULTS OF TERMINATION 1 ‘One month before the expiration of the period of the Agreement, if any of the Parties submit notification regarding the termination of the agreement in writing, then the Agreement shall be terminated. In this case, Parties shall not have the right to demand any compensation from each other. In case of realization of less than 80% of sales yearly target, INTERRA shall grant the right for termination of contract, INTERRA can terminate the Agreement unilaterally with written notification and without any requirement for the other notifications and without waiting for the period ‘of Agreement to end in the event of the bankruptcy, pre-arranged bankruptcy, liquidatidn, attachment and garnishment and not limited to aforesaid, in any cases of situations that deems continuation of the Agreement to be not expected by REPRESENTATIVE (valid reasons of termination). In this_matter, REPRESENTATIVE hereby accepts, declares and undertakes not to demand any compensation under any title. ~Article 7. TRANSFER OF THE AGREEMENT REPRESENTATIVE shall not transfer, assign or endorse any of the obligations, claims, debts or rights arising from this Agreement to the third parties and under no condition a third party shall not be a party or contributor to the obligations, rights or claims arising from this ‘Agreement and relevant legal provisions arising by this Agreement. Any breach of this article shall result as the termination of the Agreement by valid reasons. Article 8. SETTLEMENT OF THE DISPUTES AND ENFORCEMENT In any dispute afising from the agreement itself and /or its enforcement, the parties shall apply for the international Arbitration. ANNEXt1: Standard Price List 2022 August (6 Page) Gold Price List 2022 August (6 Page) Platinium Price List 2022 August (6 Page) ANNEX2: Interra Business Plan Format (7 Page) ANNEX: Example Sales Comission Table (1 Page) YONNET Bilisim Yazilim Egtim ve FERDINAND BACANI DELA CRUZ Danigmanlik Higmetleri Tic. Ltd. Sti Mr. Medeni Kahraman - CEO 0 Fax 3 a ‘Yakaou VO 9630439963 a