Service Provision Agreement - Freelance Customer Support - THIS AGREEMENT was made on 23rd September, 2022 between Paragon Limited [C34186] with its registered office at 2958, Constitution Street, Mosta, represented by Dr. Anthony Theuma (ID card number 356468M), duly authorized, (hereinafter called the “Company") of the one part; And; Tochukwu Esiobu holder of identification card with number A09705655___with registered address 28 Oak Street, Sil estate, Idu, Abuja duly authorized, (hereinafter called the “Freelance Customer Support”) of the other part. WHEREAS: The Company is desirous of obtaining the services of the Freelance Customer Support for the provision of administrative services to Senior Management upon the terms and conditions hereinafter contained. The Freelance Customer Support, on the other hand, is desirous of providing those Services upon the Company's demand, and against the payment of the fees due to her, upon the terms and conditions hereinafter contained. 1. Duration a, The Service Provision Contract hereunder commences on August 28, 2022. b. The Freelance Customer Support is to clock infout on the system provided by the Company. The Customer Support is responsible to make sure that all timesheets, reports, and any other documentation required by the Company are always kept up to date. c. The Company will provide the Customer Support with a detailed work plan including the time allocated to finalize the task. The Customer Support is to ensure that the work is produced to the highest standards and within the timeframes allocated. Any additional time taken to finalize or revise a task will not be recognized by the Company. NOW IT IS HEREBY AGREED as follows:2. Services The Freelance Customer Support undertakes to provide the services subject to the following conditions; © Respond to customer queries in a timely and accurate way ¢ Identify customer needs and help customers use specific features ‘¢ Update our internal databases with information about technical issues and useful discussions ith customers © Share feature requests and effective workarounds with team members Inform customers about new features and functionalities Follow up with customers to ensure their technical issues are resolved Gather customer feedback and share with our Product, Sales and Marketing teams Assist in training junior Customer Support Representatives 3. Payment and Terms ‘The Company agrees to pay the Service Provider as follows: a, Training Pay. The Company will provide training to the Service Provider which training is paid as follows: i. $2.5.00 per hour for the duration of the training period. The Service Provider is required to attend for all the hours of training unless there is a justified reason for absence like a sickness. The Service Provider is required to attend and participate in the following training sessions; ‘a. The general training session includes an introduction to the Company's business, culture, and methodologies; b. Other training sessions as may be required by the Company ii, The service provider will receive payment for training only after she/he has done a minimum of 1 month of productive work for the company b._ Service Pay. The Company shall pay the Service Provider $5.00 per hour © The Service Provider will be paid the pro-rata hourly rate. ¢ The company will pay 15 days from the approval of timesheets. © The Service Provider is allowed to work a maximum of 4 hours a day/ 20 hours a week. © Assignments are assigned by the company at its own discretion, as well as we reserve the right to start at a later date. The company reserves the right to revise conditions or something to that effect. © Payments will be released on a monthly basis or every four (4) weeks, ‘The Company will make payment if the service provider complied the following: 1. Completed the task within the timeline, 2. Completed the task with quality output. A task sheet will be provided by the Company for every task specifying the deadline and ‘expectations to conform with the expected quality of work,The Company has the right to withhold compensation if the Service Provider will not be able meet the timeline and desired quality or output specified in the task worksheet. Partial completion of work does not entitle the Service Provider the payment the rate of total hours of work rendered. In case of delay, The Company has the right to deduct at least 3% of the salary per day of delay or deduct the said penalty to the compensation due to the Service Provider. Notice will be sent to the Service Provider to inform the delay and non-compliance to the quality standards of the task. ‘Types of task to be performed: Repetitive Task- type of task that is happening on a daily basis and usually can be done for a few hours. Deliverable Task- set of tasks which takes more than a day or a week to complete. Milestone Task- set of deliverable tasks. ¢. The Service Provider is to ensure that the information provided to the Company for the processing of payment is always correct. At the time of signing of this contract, the Company can process payments through the Transferwise payment method, 4. The Company will provide to the Service Provider access to its Bitrix24 platform through which s/he will have access to the clock/in-clock/out system, chat system, calendar, and drive for the sharing and saving of documentation. The Service Provider is to ensure that the Bitrix24 platform is the only interface being used by her/himself for the recording of hours of work, assignment, and monitoring of tasks and any other process. 4, Term and Termination This Agreement shall commence upon the date indicated by the Company and shall remain in effect. until terminated as provided in terms of this Agreement, ‘a. Breach. The Company may terminate this Agreement without any notice and at any time upon failure of the service provider to comply with the terms and conditions of this Agreement. b. Notice. The Company shall have the right to terminate this Agreement for any reason or no reason at all. Subject to Company approval the Freelance Customer Support may be asked to, work a few days of notice to provide the required handover. c._ Renewal. The Company has no obligation to renew this Agreement or to retain the Service Provider for an indefinite period of time, 5. Expenses, Equipment, and Sup) The Service Provider must use its own equipment, supplies, and all other items necessary for the excellent performance of Services under this Agreement (Appendix Ill List of Minimum Technological Requirements for the Delivery of Service).6. Status of Service Provider Both parties acknowledge that the Service Provider is a “Customer Support” as that term is defined under all common laws. The Service Provider including its employees, staff or representatives shall never be construed to be an employee of the Company or a leased employee to the Company, nor shall this Agreement be construed so as to create any employment, partnership, or joint venture relationship of any kind between the Company and the Customer Support. 2. __No Eligibility for the Company's Employee Benefits. The Company shall not provide any benefits, insurance, unemployment benefits, pensions, or any other benefits plans to the Service Provider. The Company will not withhold or pay any taxes on behalf of the Service Provider. b. No "Wages." No Commissions or payments made for Services rendered by the Service Provider by the Company under this Agreement shall constitute "wages" as that term is defined under any common law. ¢. No Benefits/Remuneration/any obligations under Labor Laws or Social Legislation can be attached to Company as it is understood that it is not the employer of the Service Provider 7, Tax Liability Any compensation, remuneration, incentives to be received by the Service provider from the Company shall be considered income of the former and any tax liabilities applicable shall be borne by the Service Provider. The Service Provider acknowledges that the Company shall not be answerable to any tax liabilities arising from this Service Contract. 8, Intellectual Property The Service Provider acknowledges that the Company is the owner of the copyright in sales, marketing, promotional, and related material, including the photographs taken or provided by Company or of the Company's products and/or associated text therein; and the Company is the owner of processes or other forms of intellectual property. Such trademarks, processes, copyrights, or other forms of intellectual property are collectively hereinafter “Company's Intellectual Property.” The Service Provider acknowledges that it has no ownership interest in the Company's intellectual Property and will not, by virtue of this Agreement or otherwise, acquire any such ownership interest. The Service Provider shall not take any action that is averse to the Company's interest in the Company's Intellectual Property. Upon termination of this Agreement, the Service Provider will immediately stop using the Company's Intellectual Property, including, without limitation, the Company's trade names and trademarks. Within two (2) days of such ter n, the Service Provider is to return to the Company, in a commercially reasonable manner and at the Service Provider expense, all Company's Intellectual Property including any electronic copies of such materials and website materials. The Service Provider will return to the Company, in a commercially reasonable manner and at the Service Provider expense, all Company's Intellectual Property including any electronic copies of such materials and website materialsNon-Compete Clause The Service Provider including its employees, staff, representatives and it instrumentalities shall during the term of this contract and after one (1) from its termination is prohibited from engaging in any Paragon’s Business activity and scope of work and in any business or work that directly or indirectly compete with the Company's business activity. 9. Confidential Information (Refer to Appendix Il). The Service Provider agrees that s/he will not disclose Confidential Information, as defined in this, Agreement, directly or indirectly, by any means, to any person or entity without the express written consent of the Company. Nor shall the Service Provider use Confidential Information except as may be necessary to perform the services called for by this Agreement. a, Internal Precautions. During the term of this Agreement, the Service Provider shall only disclose Confidential Information to the members of the marketing team working on the Company's project on a “need to know’ basis and only after notifying the marketing team of the confidential nature of the information and after having obligated them to the non-use and isclosure obligations of this Agreement. b. Time Period. This Paragraph 12 shall apply during this Agreement, including any extension or renewal of this Agreement, and shall extend for a period of one (1) year after the termination or expiration of this Agreement regardless of the circumstances. 10. No Solicitation of Company's Employees During the term of this Agreement (including any renewal or extension), and for a period of eighteen (18) months following the termination or expiration of this Agreement, the Service Provider agrees not to solicit any employee of the Company's to end their employment relationship with Company for the purposes of engaging with the Service Provider. 11. No Soli ion of Customers During the term of this Agreement (including any renewal or extension), and for a period of eighteen (18) months following the termination or expiration of this Agreement, Service Provider agrees not to solicit any Customer (Refer to Appendix il) of Companies for the purpose of selling products or services competitive with the products or services offered by Company. Injuctive Relief/Remedy In case of Disclosure of any confidential information or violation of non-compete clause and solicitation clause that will result in irreparable injury and disrepute to the company. The Company has the right to file any injunctive relief before any court of law and civil and criminal actions as may be applicable.12. Customer Support’s Representations and Warranties Service Provider represents and warrants the following: a, Bona Fide Business. The undersigned represents that s/he has the authority to enter into this Agreement as the Service Provider in his/her position as a Customer Support and bind him/herself to the terms and obligations set forth herein. Maintain Licenses and Records. The Service Provider shall maintain all necessary licenses and consents required to perform the Services and comply with all relevant laws applicable to the provision of the Services. The Service Provider shall also maintain complete and accurate records of the time spent and materials used by the Service Provider in providing ‘and performing the Services. c. _ Cooperation. The Service Provider shall cooperate with Company and others whose work may interface or interfere with the Service Provider or its Services. d. No Renewal. Companies have no obligation to renew this Agreement or to retain the Service Provider at the end of the term of this Agreement. 13. Breach and Remedies Upon any breach of any term of this Agreement, the non-breaching party shall be entitled to immediately terminate this Agreement and pursue all remedies available at law or equity. The parties agree that any breach or threatened breach of this Agreement may be temporarily or permanently enjoined by the court of Maltese jurisdiction without the necessity of furnishing or providing any bond or undertaking. The Company shall, in addition to other remedies, have the right to set off any amounts ‘owed to Company from the Service Provider breach against any amounts owed to Service Provider by Company. The Service Provider shall further be responsible and pay for all costs of enforcing this ‘Agreement, including attorneys’ fees, in the event that the Service Provider breaches this Agreement. The Company upholds Competency, Integrity, Professionalism, Efficiency and Intellectual honesty as its values and norms and ethical standards in all its dealings and endeavour. The Service Provider including its employees, staff and instrumentalities shall adhere to the ethical standards of the Company in dealing with the clients of the company and in performing its services to the Company. The Company reserves its right to terminate the contract outright if the service provider committed acts which tend to deviate from the mentioned ethical standards in the course of work. The Service provider is also prohibited to commit any act that will directly or indirectly put the Company in disrepute. Such act if commited, Company has the right not limited to outright termination of the Contract but also to file damages (besmirched reputation) before any court of law, libel or any legal actions available.Indemnification The Service Provider shall defend, hold harmless and indemnify Company's and its directors, agents, other employees, and customers from any loss, cost, damage, claim, expense or liability, arising out of, because of, or in connection with the Service Provider's Services and directly or indirectly caused, by Service Provider's breach of this Agreement or the negligence of Service Provider. 15. Miscellaneous Terms ‘The parties further agree as follows: a. Assignment. Neither party hereto may assign its interest or obligations hereunder in whole or in part without the prior written consent of the other, provided, however, that Company may freely assign its interest or obligations hereunder to a subsidiary of Company. b. Resolution of Disputes, Venue, and Governing Law. This Agreement and any dispute or claim arising out of or in connection with it (including non-contractual disputes or claims) shall be governed by Maltese law and any dispute arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts of Malta and its venue should be in the City where the principal office of Company is situated. Integration. The Service Provider acknowledges that, in entering into and executing this Agreement, Service Provider relies solely upon the representations and agreements contained in this ‘Agreement and no others. This Agreement contains the entire agreement between the parties which clauses may be amended according to the business necessities of the Company. This Agreement supersedes all previous contracts, agreements, or understandings. d. Authority. The Service Provider shall have no authority or power to sign or approve any contract, quotation, bid, document, item, or article on behalf of the Company, except with the prior express written consent of the Company, Severability. In the event that any paragraph or provision of this Agreement is held to be illegal, invalid, or unenforceable by any court or panel, such holding will not affect the validity or enforceability of the remaining paragraph or provisions. IN WITNESS WHEREOF the duly authorized representative Customer Support have set their hands the day and year first above written. Dr Anton Theuma ‘Company CEO Tochukwu Esiobu Signed Today; 23rd September, 2022 Freelance Customer Support‘APPENDIX ‘SCHEDULE OF WORKING HOURS Bey, TIME NO. OF Hours MONDAY 9AM-1PM CET 4 TUESDAY 9AM -1PM CET 4 WEDNESDAY 9AM -1PM CET 4 THURSDAY 9AM -1PM CET 4 FRIDAY 9AM -1PM CET 4 APPENDIX III List of Minimum Technological Requirements for the Delivery of Service TECHNOLOGY ‘SPECIFICATIONS ‘Computer/Lap Top Hp Pavilion X360 Internet Speed download Mbps 29.48, Upload 5.61 List licensed Software N/A Other Technologies Hubspot, Zendesk,tawk to(free version)