FREELANCER AGREEMENT Freelancer Agreement (this “Agreement") is to confirm the terms by which you will be engaged as an independent contractor / consultant / freelancer by QE (the “Company”? 1. This Agreement will be in effect for the period specified on Exhibit “A’ attached hereto (the “Term") It is further understood that the Company will have the right to terminate this Agreement in accordance with Exhibit “A”, Period may be extended given the project requirements. a) You agree to provide such services as are mutually agreed to by the parties, as the same may be amended, given the project requirements. b) You agree to perform the services hereunder diligently, competently and in a professional manner to complete the projectis) or assignments) under this Agreement (as specified above) within the time agreed for the completion of each such project or assignment. You further agree to complete the project(s) or assignments) to the satisfaction of the Company and take full responsibility for any failure to do so within a timely manner. ©) You will furnish the necessary tools, equipment, materials and the like to complete the project(s) or assignment(s) under this Agreement, and you will be responsible for the costs associated with your or your employees’ services or any third party vendor/supplier freelancers that you engaged for the services contemplated hereunder ("Third Parties”), if any, including employee benefits and employee business expenses. You will keep such records of your work (including the work of your employees and Third Parties) as the Company may reasonably require; and provide reports or other information about the services as and when required by the Company. When providing the services at the Company's premises, you will comply with any applicable policies, procedures and rules of the Company. @) The services hereunder will be provided on whatever days and times the Company requests and you agree to comply with the schedule arranged by the Company, 2. It is understood and agreed that your fee during the Term (including the method, manner and timing of the payment by the Company of such fee) is as set forth on Exhibit A attached hereto. If provided for on Exhibit ‘A, any normal and reasonable business expenses incurred by you on the Company's behalf will be reimbursed, providing those expenses have been approved in advance by the Company and are itemized on your monthly invoice,It is further understood and agreed that your engagement hereunder will not constitute you, or your employees or any of the Third Parties, as employees of the Company for any purpose whatsoever, and that you or your employees will not be entitled to the benefit of any employee benefit plans or programs or benefits mandated by applicable law for employees, including insurance benefits, of the Company. You acknowledge that you will be responsible for the withholding and payment of all federal, state and local income taxes and social security taxes and the payment of all workers’ compensation, state disability and unemployment contributions or premiums, or other taxes or contributions under any benefit program mandated by applicable law, associated with the fees you receive, the employees and the Third Parties you hire, and that you will defend, indemnify and hold the Company harmless against any liability incurred with respect to your failure to withhold or pay such taxes, contributions or premiums, and you agree to defend and indemnify the Company for any costs or liabilities, including attorney's fees and expenses, arising from ‘your failure to withhold or pay such taxes, contributions or premiums. You will ensure that you will provide the services hereunder in accordance with applicable laws and instruction from the Company. You must not publish content on Company's client social media pages that violates any applicable laws or may bring negative impact on Company's Client (in Company's sole discretion). You acknowledge that during the course of your services hereunder the Company, its clients and/or its prospective clients may disclose to you certain confidential and proprietary information, and you may otherwise discover certain confidential and proprietary information, about the Company, its clients and/or its prospective clients. All such information about the Company, its clients and any of its prospective clients, including but not limited to technical and business information relating to the Company's, its client's or its prospective client's products, research and development, production, costs, engineering processes, profit or margin information, finances, customers, marketing, and business plans, shall be deemed “Confidential Information” You agree that you will not, at any time (whether during the Term or after termination or expiration of this Agreement), disclose any Confidential Information or trade secrets of the Company or any client or prospective client of the Company, or utilize such Confidential Information or trade secrets to any Parties without Company's consent. In the event Company's consent is obtained for disclosure of the Confidential Information to the employees or any of the Third Parties, such consent is only granted for the purposes of providing services under this Agreement and you must ensure such employees and Third Parties sign a non-disclosure agreement to protect the Confidential Information. You will be held responsible for any non-authorised disclosure of the Confidential Information by your employees and/or Third Parties. In addition, all memoranda, notes, records or other documents compiled by you or made available to you (including in electronic format) during the Term concerning the business of the Company, its clients and/or its prospective clients will be the property of the Company and will be delivered to the Company on the termination or expiration of your engagement or at any other time prior to termination upon request. In entering this Agreement, you shall ensure the Company be granted all of the right, title and interest in, and the right to copyright, materials conceived or first produced for the Company, its clients or its prospective clients by you (including, but not limited to, copy, scripts, storyboards, writings, trademarks, artwork, music, media plans, research projects, new product ideas and business systems or ideas), and you agree that such copyrightable materials shall be upon creation “works made for hire” exclusively for the Company, its clients 2or its prospective clients, as applicable, under the copyright laws of the Republic of the Philippines. In the event that any such work is not a “Work made for hire” under sald copyright laws, you hereby assign to the Company all of your right, ttle and interest in such work and you shall, and as the case may be, you shall procure your employees and/or any Third Parties to execute whatever assignment of copyright and ancillary and confirmatory documents as the Company may request to transfer exclusive title in such work to the copyright therein to the Company. You hereby unconditionally waive all moral or performance rights (and their local equivalents) throughout the world and grant all consents as may be required by the Company or its clients or prospective clients for the world-wide exploitation of the materials or any part of the materials in all media throughout the world and as the case may be, you shall procure your employees and/or any Third Parties to unconditionally waive all moral or performance rights (and their local equivalents) throughout the ‘world and grant all consents as may be required by the Company or its clients or prospective clients for the ‘world-wide exploitation of the materials or any part of the materials in all media throughout the world. You undertake to do anything reasonably required by the Company both during and after the Term to ensure that all intellectual property rights in the materials belong to or are assigned to the Company and to assist the Company in protecting or maintaining them, although the Company will not be obliged to do so. You will ensure that the materials provided under this Agreement will be your original creation or the original creation of your employee or the Third Parties (as the case maybe), that they will not contain anything that infringes the intellectual property rights of any third party, that they will not have previously been published or exploited in any form anywhere in the world and that you have the full and exclusive right and authority to enter into the assignments provided for in this Agreement. You shall defend and indemnify and keep indemnified the Company against any losses, damages or expenses (including court costs and legal fees and expenses) that the Company may incur as a result of any breach or alleged breach of your obligations under Clause 6. ‘This Agreement will be terminated immediately by the Company in the event you become unable to perform, or upon the breach of any of your duties under this Agreement. Further, in the event you publish content that violates any applicable laws or may bring negative impact on Company's client (in Company's sole discretion), you must remove and/or revise such content as soon as possible and the Company reserves the right to terminate this Agreement. No modification or waiver of this Agreement is valid unless itis in writing and signed by you and the Company. If you do not provide the services, or any part of them, in accordance with this Agreement, the Company may choose at its sole discretion and without prejudice to any other remedies it may have to do any or all of the following: ) not to pay any fee in respect of such services; or b) to require you to remedy matters at your own expense. If the Company chooses to require you to remedy matters, without prejudice to any other rights or remedies it may have, the following shall apply:©) no fee will be due from the Company in respect of the services in question until matters have been remedied; and ) the fee due once matters have been remedied will not exceed the fee that would have been payable had the services in question been provided initially in accordance with the Agreement. 9. This Agreement will be governed by and construed in accordance with the laws of the Republic of the Philippines without giving effect to any choice of law or conflict of law provisions or rules. 10. This Agreement may be executed in one or more counterparts, any one of which need not contain the signatures of more than one party, but all of which, taken together, will constitute one and the same ‘agreement. If the foregoing is satisfactory and reflects your understanding of the business arrangement, please so indicate by signing and returning the enclosed copy of this Agreement. Sincerely, ‘Agreed and Accepted: GINO VALLOYAS, Freelancer - Wardrobe Stylist, +463 975 175 7601 842 Corregidor St. Pitogo, Makati CityEXHIBIT A TERM Project: Retail Treasury Bonds 29 (RTB 29) Role: Wardrobe Stylist, Department: Video Production Supplier Principal Working Relations! ‘Account Management, Creatives, Video Production Suppliers Effective from 23rd day of January 2023 until 10th day of February 2023, and shall remain valid, unless or Until either Party terminates this Agreement in accordance with the terms and conditions under this Agreement. KEY DATES Production schedule will be as follows: 23 January 2023, Pre-Production Meeting 27 January 2023 Antigen Swab Test 28 January 2023 Production Shoot Day 06 February 2023 Final Clearance 07 February 2023 Launch Date 10 February 2023 Project Breakdate SERVICE FEE The Company agrees to pay a fixed fee amounting to Quay: forthe sences. You age to receive the ful sevice fee or before the 18th day of February 20, tree working day after the Launch Date. CONFIDENTIALITY & LABILITY You agree thatthe Company owns all materials including any copyrights, distribution rights, and et. However, the Company agrees thatthe feelancer ray use the recorded footage a evidence of his work for promatona and/or advertising purposes ‘TERMINATION Company shall have the right to terminate this Agreement without any cause upon 15 days prior written notice.