SUBCONTRACTOR AGREEMENT

02/23/2024
THIS SUBCONTRACTOR AGREEMENT (this “Agreement”) made this the ___________________
Spark Cloud Technologies Inc
(date), by and between _____________________________________with 92–2918899
FED ID: ______________.
(Subcontractor), a corporation with its principal place of business located at
39355 California St Ste 310 Fremont CA 94538
___________________________________________________ - (“Subcontractor”), and Boston
Technology Corporation, Boston Technology Corporation, 225 Cedar Hill Street, Suite 200,
Marlborough, MA 01752 (“BTC”).

WHEREAS, BTC desires to obtain certain services and Subcontractor agrees to perform certain
services in accordance with the work order (in the form attached hereto as Exhibit A) (the “Work
Order”).

NOW, THEREFORE, in consideration of the terms and conditions set forth in this Agreement, BTC
and Subcontractor agree as follows:

1. SERVICES.
a. Subcontractor agrees to furnish to BTC its employees identified on the Work Order to
perform the services at the location, for the periods, at the rates, and subject to such conditions as
may be set forth on the Work Order(s). Upon prior written acceptance by BTC, all Work Orders shall
become part of this Agreement.
b. Subcontractor agrees that all services performed by its employees hereunder will be
accurately and efficiently rendered in a good and workmanlike manner and in accordance with current
and highest professional standards. If services are being performed for a BTC client (“Client”),
Subcontractor’s employees will comply with all terms and conditions applicable to BTC which are
disclosed to Subcontractor and reasonable work rules of which Subcontractor or its employees
become aware.
c. Subcontractor’s employees shall provide BTC with regular reports or descriptions of
services they perform and time reports as BTC may reasonably require.
d. If Subcontractor’s personnel are required by BTC’s client to undergo and pass a technical
test, OR background check OR drug test then these services will be at the expense of the
Subcontractor. The background check may include without limitation at BTC’s discretion; an education
and employment history verification, a criminal background check and Drug test and credit check.

2. TERM AND TERMINATION. This Agreement shall be effective when signed by both BTC and
Subcontractor and continue until terminated. BTC may terminate this Agreement and/or the Work
Order by giving notice to Subcontractor. Subcontractor may terminate this Agreement by giving BTC
thirty (30) days prior written notice. Termination of this Agreement by Subcontractor shall not affect or
limit Subcontractor’s obligations to complete the performance required under the Work Order.

3. INVOICING AND PAYMENT.

a. BTC agrees to pay Subcontractor in accordance with the rates set forth on the Work Order
within 30 days of receipt of Subcontractor’s invoice and on receipt of payment from the client, as per
terms...
b. Within three (3) days after the end of every month, Contractor agrees to send an invoice
(monthly) to BTC finance team finance@boston-technology.com and ashithr@boston-technology.com,
covering services performed under this Agreement during the preceding week. The invoice shall be in
such form and provide such information as BTC may reasonably request. For billing and payment
purposes, Contractor shall, at the end of each week, submit to BTC a time record signed by an
authorized Client representative verifying the number of hours services were provided to the Client. No
payments will be made to the Contractor prior to receipt of the verified time record and on receipt of
payment from the client, as per terms...

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 c. Subcontractor shall not be entitled to payment to the extent a BTC Client refuses to pay
BTC for the services of Subcontractor’s employees because of unsatisfactory performance or any
other reason. This limitation shall extend to any withholding made by a BTC Client on subsequent
invoices based upon work performed in the past.

d. Subcontractor agrees that it will comply with all payroll-withholding laws applicable to
payments to its employees who provide services to BTC or which relate to payments received from
BTC under this Agreement. Subcontractor agrees to indemnify and hold BTC harmless to the extent of
any obligation imposed by law, rule or regulation on BTC to pay any withholding, social security, or
unemployment tax, or interest and penalties imposed thereon, in connection with any payments made
to Subcontractor by BTC under this Agreement or on account of Subcontractor or Subcontractor’s
employees.

5. INDEPENDENT CONTRACTOR STATUS AND COMPLIANCE WITH LAWS.

a. Subcontractor is an independent contractor. Neither Subcontractor nor any of its
employees or agents are or shall be deemed for any purpose to be an agent, employee, in a joint
venture with or partner of BTC. Neither Subcontractor nor any of its employees or agents shall have
the authority to make any statements, representations, or commitments of any kind, nor take any other
action, which would be binding on BTC.
b. Affirmative Action. BTC is an equal employment opportunity employer and is a federal
contractor. Consequently, the parties to this contract agree that, to the extent applicable, they will
comply with Executive Order 11246, the Vietnam Era Veterans Readjustment Assistance Act of 1974
and the Rehabilitation Act of 1973. The parties to this contract further agree that these laws and their
implementing regulations, as applicable, are incorporated herein by this reference.

6. OWNERSHIP OF WORK. All rights of ownership in all materials, products and work produced by
Subcontractor or its employees, including the rights to ideas or inventions and rights under patent,
copyright, trademark, trade secret and other applicable laws, shall belong exclusively to BTC or to the
BTC Client (as exclusively determined by BTC) for which services are being performed under the
Work Order, and shall be deemed works made for hire in the course of the services performed
hereunder. BTC or its Client (if BTC designates) shall have the right to obtain and to hold any
copyrights, patents, registrations or other such protection as either may require. To the extent that title
to any such work may not, by operation of law, vest in BTC or its Client, or such works may not be
considered works made for hire, all rights, title and interest therein, are hereby irrevocably assigned to,
or when they come into existence, are irrevocably assigned to BTC. Subcontractor agrees to give
BTC, or any person designated by BTC, reasonable assistance at BTC or its Client’s expense required
to perfect the rights set forth in this Section of the Agreement. Upon the completion of services under
the Work Order, Subcontractor shall immediately deliver to BTC all materials and deliverables
developed in connection with the services rendered under the Work Order.

7. CONFIDENTIALITY.
a. “Confidential Information” shall mean all information disclosed to the Subcontractor or its
employees and those agents duly authorized, in advance, by BTC to receive Confidential Information
concerning the past, present or future research, development or business activities of BTC or its
Client, as well as the results of services performed by the Subcontractor or its employees except such
information which (i) was previously known by Subcontractor; (ii) is generally available to the public;
(iii) is subsequently disclosed to the Subcontractor by a third party who is not under any obligations to
either BTC or Client; or (iv) was independently developed by the Subcontractor without reference to
the Confidential Information.
b. Subcontractor agrees that it and its employees and those duly authorized, in advance, by
BTC to receive Confidential Information will hold all Confidential Information in trust and confidence
and, except where there is a need to know in order to perform obligations under this Agreement or the
Work Order, will not disclose any Confidential Information to any person. Upon request or upon

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Termination of the Work Order, Subcontractor agrees to deliver or to dispose of all documents
containing any Confidential Information in any manner as BTC may direct.
c. As a condition to assignment under the Work Order, BTC may require Subcontractor’s
employees and agents to sign agreements relating to maintaining confidentiality of information,
ownership of rights to work produced by the employee, non-interference with BTC employees and
non-solicitation of BTC Clients.

7. HIRING BTC OR CLIENT EMPLOYEES.

a. Subcontractor agrees that during the term of and for a one (1) year period following
termination of this Agreement, it will not employ, solicit the employment of, or aid any other party to
solicit or encourage the employment of or employ any BTC employee or any Client employee including
employees of Clients’ clients.
b. BTC agrees that during the term of this Agreement, and for a one (1) year period following
termination of the Work Order, BTC will not, directly or indirectly, employ, solicit the employment of, or
aid any other party to solicit the employment of any Subcontractor employee who provides services
under the Work Order unless otherwise stated in the Work Order.

8. NON-SOLICITATION. Subcontractor agrees that during the term of and for a one (1) year period
following termination of the Work Order, it will not, directly or indirectly, solicit, work, contact, provide
services to, or form any contractual relationship with any BTC Client or to a Clients’ Client to which
Subcontractor’s employees provided any services under the Work Order or interviewed with a Client at
BTC’s request for the purpose of determining the suitability of the employee to provide services to a
BTC Client. For the purposes of this Section, a BTC Client includes a parent, subsidiary or other
affiliate of an organization to which BTC provides service and the word “services” is limited to the
types of services offered by BTC to its Clients.

9. INDEMNIFICATION. Subcontractor agrees to indemnify and agrees to hold harmless BTC from
and against any and all claims, demands, and actions, and any liabilities, damages, or expenses
resulting therefrom, including court and administrative costs and reasonable attorney fees, arising out
of or relating to the services performed by Subcontractor hereunder, including injuries to persons,
damages to property or any claim that may be made that the work performed by Subcontractor
infringes or violates any patent, trademark, copyright or trade secret of any person. Subcontractor’s
obligations under this Section shall survive the termination of this Agreement for any reason. BTC
agrees to give Subcontractor prompt notice of any such claim, demand, or action and shall, to the
extent BTC is not adversely affected, cooperate fully with Subcontractor in the defense and settlement
thereof.

10. INSURANCE. Subcontractor shall maintain during the term of this Agreement and during the
performance of any services hereof the following insurance coverages:
a. Workers’ Compensation and unemployment compensation insurance in compliance with
any applicable federal or state labor code, act, law or statute where Subcontractor operates, and
Employer’s liability insurance of not less than $1,000,000 per accident each employee, $1,000,000
disease per employee and $1,000,000 disease policy limit. Workers’ Compensation Insurance shall
include an alternative employee’s endorsement.
b. Commercial/Comprehensive General Liability insurance of not less than $1,000,000
combined single limit per occurrence or aggregate for bodily injury, personal injury and property
damage as a result of one occurrence including coverage for Premises-Operations,
Products/Completed Operations, Contractual Liability, and Broad Form Property Damage including
completed Operations.
c. Commercial/Comprehensive Automobile Liability insurance of not less than $1,000,000
combined single limit per occurrence or aggregate of equivalent for bodily injury and property damage
as a result of any one occurrence including coverage for Owned, Hired and Non-Owned Automobiles.
d. Subcontractor shall maintain Errors and Omissions insurance against acts, errors or
omissions committed by Subcontractor Personnel under this Agreement. Subcontractors shall
maintain such Errors and Omissions insurance in the amount of not less than $1,000,000, and such

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insurance shall remain in full force and effect during the term of this Agreement and for two (2) years
after termination or expiration of this Agreement.
e. A combination of primary and excess/umbrella liability policies will be acceptable as a
means to meet the limits specifically required hereunder. THE REQUIRED MINIMUM LIMITS OF
COVERAGE SHOWN ABOVE, HOWEVER, WILL NOT IN ANY WAY RESTRICT OR DIMINISH
SUBCONTRACTOR’S LIABILITY UNDER THIS AGREEMENT.
f. Subcontractor’s insurance policies for commercial/comprehensive general liability
insurance and for commercial/comprehensive automobile liability insurance, as described above, shall,
by endorsement, name BTC as an Additional Named Insured and if requested by BTC or BTC’s Client,
name BTC’s Client as an Additional Named Insured.
g. Subcontractor’s insurance policy for worker’s compensation and unemployment
compensation insurance shall contain by endorsement a Waiver of Subrogation in favor of BTC and
BTC’s Client.
h. Subcontractor shall furnish certificates of insurance including required endorsements
prior to commencement of performance under this Agreement to BTC at its administrative offices.

11. INJUNCTION. Subcontractor acknowledges that BTC will suffer irreparable harm in amounts not
easily determined if Subcontractor breaches or threatens to breach either Sections 5, 6, 7 or 8 of this
Agreement. Subcontractor agrees that, in addition to any other remedies available to BTC, injunctive
relief may be sought to restrain any such breach, whether threatened or actual.

12. ARBITRATION. If any controversy, claim or dispute (collectively, a “Dispute”) shall at any time
hereafter arise between the parties hereto arising out of or relating to this Agreement, and the parties
are unable to resolve the dispute by negotiation within thirty days of notice pursuant to Section 17 of
this Agreement, the parties shall attempt in good faith to resolve the dispute by mediation under the
Commercial Mediation Rules of the American Arbitration Association (“AAA”). If the parties cannot
agree on the selection of a mediator within twenty days after delivery of the Dispute notice, the
mediator will be selected by the President of the Boston Bar Association. If the Dispute has not been
resolved by mediation within sixty days after delivery of the Dispute notice, then the Dispute shall be
resolved by a panel of three arbitrators, one arbitrator to be appointed by each party hereto and such
two appointed arbitrators to appoint the third. Such arbitration shall be held in Boston, MA in
accordance with the provisions of the Commercial Arbitration Rules of the AAA, except that such
arbitrators shall be a neutral and impartial lawyer with excellent professional credentials who has been
specializing in either general commercial litigation or general corporate and commercial matters for at
least 15 years and who has experience as an arbitrator. Such arbitrators shall determine the dispute in
accordance with the laws of the Commonwealth of Massachusetts and shall stipulate their findings
and determination in writing, explaining their reasoning and addressing each party’s arguments. Such
arbitration shall be final and binding on the parties hereto.

13. APPLICABLE LAW. This Agreement and the Work Order shall be construed in accordance with,
and any dispute arising in connection shall be governed by the laws of, the State of Massachusetts,
without reference to its principals of conflicts of laws.

14. ASSIGNMENT AND DELEGATION. Except for an assignment or delegation that may occur or be
deemed to have occurred as a result of a merger, sale of assets or other business combination in
which the surviving party specifically assumes the obligations of the non-surviving party, no right,
interest or obligations in the Agreement or the Work Order shall be assigned or delegated by
Subcontractor.

15. LIMITATION ON LIABILITY. IN NO EVENT SHALL BTC BE LIABLE FOR ANY SPECIAL,
INDIRECT OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOST DATA AND ANY
OTHER COMMERCIAL OR ECONOMIC LOSS OF ANY KIND AND ARISING IN CONSEQUENCE
OF BTC’S PERFORMANCE, FAILURE TO PERFORM, OR OTHER BREACH UNDER THIS
AGREEMENT EVEN IF BTC HAS BEEN ADVISED OF THE POSSIBILITY OF ANY OF THESE
DAMAGES.

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IN NO EVENT SHALL BTC’S TOTAL LIABILITY UNDER THIS AGREEMENT EXCEED ALL
AMOUNTS PAID BY BTC TO SUBCONTRACTOR PURSUANT TO THE SPECIFIC WORK ORDER
UNDER WHICH LIABILITY IS ALLEGED.

16. SECTION HEADINGS. The headings of the Sections are inserted for reference only and are not
intended to be part of nor affect the meaning or interpretation of this Agreement or the Work Order.

17. COMMUNICATIONS AND NOTICES. To be effective, all communications and notices relating to
this Agreement or the Work Order, shall be in writing and shall be sent by certified mail, return receipt
requested, or delivered personally to the respective address set forth below, or to such other
address(es) as either party shall designate by written notice.

If to BTC:
Boston Technology Corporation.
225 Cedar Hill Street, Suite 200,
Marlborough, MA 01752
Attn: CFO
If to Subcontractor:
Spark Cloud Technologies Inc
____________________________
39355 California St Ste 310
Fremont CA 94538
____________________________
____________________________
Attn: HR

18. PUBLICITY. Neither party shall use the name of the other party in any news release, public
announcement, advertisement or other form of publicity without the written prior consent of the other
party. Except pursuant to court order or as otherwise required under judicial or regulatory proceedings,
neither party shall disclose the existence of nor the terms and conditions of this Agreement without the
prior written consent of the other party.

19. DISCRIMINATION. Subcontractor shall not discriminate against any employee, or any applicants
for employment, based on race, creed, color, disability, nationality, gender or age.

20. SEVERABILITY. If any term of this Agreement is held as invalid or unenforceable, the remainder
shall not be affected, and each term and provision shall be valid and enforced to the fullest extent
permitted by law.

21. WAIVER. A waiver by either party of any of the terms and conditions or covenants to be
performed by the other shall not be construed to be a waiver of any succeeding breach, nor of any
other term, condition, or covenant contained in this Agreement.

22. SURVIVAL OF RIGHTS AND OBLIGATIONS. The rights and obligations of the parties under
Sections 3, 5 through 12 inclusive, 15 and 17, shall survive the termination of this Agreement.

23. ENTIRE AGREEMENT. This Agreement contains the entire understanding between the parties
and may not be altered, revised or amended except by an instrument, in writing, signed by the party
against which enforcement is sought.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their
respective duly authorized representative as of the day and year first above written.

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24. NON -SOLICITATION OF EMPLOYEES.
BTC agrees that they shall not directly or indirectly, or on behalf of any other person or entity,
employ, solicit, contact, or communicate with, for the purpose of hiring, employing or engaging,
any individual who is an employee, commissioned agent, or independent contractor of
Subcontractor, and who had been, during and within the twelve (12) month period immediately
preceding the termination of this Agreement.

Boston Technology Corporation (SUBCONTRACTOR) Spark Cloud Technologies Inc

By: _____________________________ By: ________________________________

Name: __________________________ Sudheer J

Name: _____________________

Title: ___________________________ HR - Executive

Title: _______________________________

Tax Identification No. 92–2918899

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