FREELANCE CONTRACT TERM SHEET The details set out below are the principal commercial terms under which you have agreed to provide your services as a freelancer to They are in addition to the attached Standard Freelance Terms and Conditions, which together constitute the contract between you and Ltd. FREELANCER NAME FREELANCER ADDRESS START DATE January 1, 2021 ENGAGEMENT PERIOD 12 months CONTRACT END DATE January 1, 2022 SERVICES SERVICES DESIGNATED MANAGER/S OPERATIONALLY - STRATEGICALLY - FEE £15.00 PER HOUR SPECIAL ARRANGEMENTS N/A INVOICING 30 DAYS NOTICE PERIOD 1 WEEK ON EITHER SIDE INSURANCE ………………….…………………………… Signed by NAME February 9, 2021 ………………………………………………… ……………………………………………… Date Date STANDARD FREELANCE TERMS AND CONDITIONS 1. Introduction This document sets out the Company's standard terms and conditions applicable to self-employed freelancers. It should be read in conjunction with the attached Term Sheet setting out the specific terms applicable to your engagement. The terms set out in the Term Sheet prevail over any conflicting terms in these standard terms and conditions. 2. Term The Contract shall commence on the Start Date specified in the Term Sheet and shall terminate automatically (without the need for either party to give notice of termination) at the end of the Engagement Period unless: (a) it is terminated earlier in accordance with paragraph 10 below; or (b) you and the Company agree in writing to extend the Engagement Period. 3. Services 3.1. You agree to provide the services set out in the Term Sheet and such other ancillary services as may be reasonably requested by the Company. 3.2. You agree that you shall throughout the Engagement Period: 3.2.1. provide the Services with all due care, skill and ability and in accordance with the reasonable instructions and timescales notified to you by the Company; 3.2.2. devote to the provision of the Services such hours as may be agreed with the Designated Manager from time to time and, in any event, as may be reasonably necessary for the proper performance of the Services; 3.2.3. attend such meetings and provide such assistance or information as the Company may reasonably require in connection with the provision of the Services; 3.2.4. notify the Designated Manager as soon as reasonably practicable if you are unable to provide the Services due to illness or injury and provide the Company with such evidence as may be reasonably required; 3.2.5. make good, at your own expense, any defector default in the provision of the Services; 3.2.6. at all times endeavour to act in the best interests of the Company; and 3.2.7. ensure that all Products shall be original and shall not infringe the copyright or other right of any third party or expose the Company or Group Company to any civil or criminal proceedings. 3.3. You agree that you shall not: 3.3.1. incur any expenditure in the name of the Company unless you have been given prior written authorisation; 3.3.2. hold yourself out as having authority to bind the Company; 3.3.3. during or after the Engagement Period, directly or indirectly make any statement (either verbally or in writing) which is critical or derogatory of the Company or any Group Company or any of its or their officers, employees, contractors or clients. 3.4. Subject to obtaining the Company's prior written approval, you may appoint a suitably qualified and experienced substitute to perform the Services on your behalf. If a substitute is appointed pursuant to this paragraph, the Company shall continue to pay you the fee specified in the Term Sheet and you shall be responsible for the remuneration of (and any expenses incurred by) the substitute. 4. Fees and Expenses 4.1. In consideration of the provision of the Services and assignment of the Intellectual Property Rights in the Products, the Company shall pay you the fee specified in the Term Sheet. 4.2. The fee will be payable in arrears within 30 days of receipt of an invoice from you setting out details of the Services provided and the amount of the fee and expenses (if any) payable. The invoicing terms will be as specified in the Term Sheet. 4.3. The fee specified in the Term Sheet is exclusive of any VAT which may be payable. If applicable, you must notify the Company of your registration for VAT and provide VAT invoices in respect of the Services. 4.4. Unless otherwise agreed in writing, the fee is fully inclusive of all expenses incurred by you in the provision of the Services. Where the Company agrees to reimburse you in respect of specific items of expenditure you must provide receipts or other appropriate evidence of payment. 4.5. If, in the Company's reasonable opinion, there is a defect in the provision of the Services, it shall be entitled to withhold payment of part of all of any instalment of the fee until such time as you have remedied the defect to its reasonable satisfaction. 4.6. The Company shall be entitled to deduct from any instalment of the fee any sums due from you to the Company including, without limitation, any overpayments, loans or advances made to you by the Company and the cost of repairing any damage or loss to the Company's property caused by you. 5. Intellectual Property Rights 5.1. The fee includes full equitable remuneration for the exploitation of any Intellectual Property Rights in the Products that you may be entitled to or become entitled to in the future. You acknowledge that the Company shall be the sole owner of the entire copyright in the Products and shall have the unlimited right to use, edit and license the Products in perpetuity worldwide in all media without further payment. 5.2. By entering into this Contract, you as legal and beneficial owner and with full title guarantee hereby irrevocably assign to the Company to the full extent of your interest therein all rights, title and interest throughout the world in all existing and future Intellectual Property Rights in the Products and all materials embodying such rights to the fullest extent permitted by law. If they do not vest in the Company pursuant this Contract, you shall hold them on trust for the Company and agree to execute all documents and do all acts as may be necessary or desirable to vest the Intellectual Property Rights unconditionally in the Company and to register them in the Company's name. 5.3. You irrevocably and unconditionally grant to the Company, its successors, assignees and licensees all consents required pursuant to the CDPA 1988 and all other laws now or in the future in force in any part of the world which may be required for the full and unfettered use and exploitation of the Products. 5.4. You waive any moral rights in the Products to which you are now or may at any time in the future be entitled under Chapter IV of the CDPA 1988 (and all similar rights in other jurisdictions) and agree not to institute, support, maintain or permit any action or claim to the effect that any treatment, exploitation or use of such Products or other materials infringes your moral rights. 5.5. Whenever you are requested to do so by the Company and in any event at the end of the Engagement Period, you shall promptly deliver to the Company all correspondence, documents, papers and records on all media (and all copies or abstracts of them), recording or relating to any part of the Products and the process of their creation which are in your possession, custody or power. 5.6. You must use all reasonable endeavours to ensure that all Products produced or created by you are original, do not infringe the copyright or other right of any other party and are not defamatory, obscene or breach any right of privacy, duty of confidence or are in contempt of court. 6. Status & tax 6.1. The relationship between you and the Company will be that of an independent contractor and nothing in this Contract shall render you an employee, agent or director of the Company or any Group Company and you shall not hold yourself out as such. 6.2. As a self-employed freelancer, you shall be responsible for submitting to HMRC any income tax and National Insurance contributions payable in respect of any fees received by you pursuant to this Contract. 6.3. If you are reclassified or treated by HMRC as an employee rather than as an independent contractor in respect of any time during the Engagement Period, you shall notify the Company of this fact as soon as is reasonably practicable and at the Company's written request you must: 6.3.1. pay to the Company any tax refund or other amount you are entitled to receive from HMRC as a result of such reclassification or treatment in respect of any fees paid to you by the Company; and 6.3.2. provide a written undertaking to HMRC following such reclassification or treatment that the income tax you have already paid to HMRC in respect any fees paid to you by the Company can be offset against or otherwise taken into account in calculating the Company's tax liability and that you will not subsequently seek a refund of such tax from HMRC. 7. Holiday 7.1. Unless otherwise indicated in the Term Sheet, it is agreed that you do not have an entitlement to any minimum period of paid annual leave on account of the fact that the Company's status by virtue of this Contract is that of a client or customer of your profession or business (meaning that you are not a "worker" for the purposes of the WTR 1998). Notwithstanding the foregoing, if it is subsequently determined that you have an entitlement to a minimum period of paid annual leave, it is agreed that your entitlement to a payment in lieu of untaken leave on termination of this Contract under Regulation 14(2) WTR 1998 shall be £1. 8. Confidential Information 8.1 You shall not use or disclose to any person either during or at any time after your employment with the Company any confidential information about or the Company or any of their business contacts, or about any other matters which may come to your knowledge in the course of your engagement. 8.2 For the purposes of this Clause "confidential information" means any information or matter which is not in the public domain (except as a result of your breach of this agreement) and which relates to the Company, its associated companies or stakeholders or any of their business contacts. 8.3 Your attention is drawn to the additional provisions set out in the Confidentiality Agreement attached as ANNEX 1, the terms of which are incorporated into this Freelancer Contract. 9. Other Activities Nothing in this Contract will prevent you from being engaged, employed or concerned in any other business, trade, profession or other activity provided that it does not interfere with the proper performance of the Services or otherwise place you in a position where your interests conflict with the interests of the Company or any Group Company. 10. Termination & suspension 10.1. The Company may terminate this Contract at any time by giving to you not less than the period of notice set out in the Term Sheet. Notice must be given in writing. The Company may, in its absolute discretion, elect to terminate your engagement with immediate effect by paying you in lieu of the fee that would otherwise have been payable during the unexpired period of notice. 10.2. Notwithstanding paragraph 10.1, the Company may at any time terminate your engagement with immediate effect with no liability to make any further payment to you (other than in respect of any amount accrued as at the date of termination) if: 10.2.1. you commit an act of gross misconduct, gross negligence or any repeated or serious breach of your material obligations under this Contract; or 10.2.2. you conduct yourself in a way which is materially harmful to the interests of the Company or which tends to bring yourself, the Company or any Group Company into disrepute; 10.2.3. other than as a result of illness or accident, you wilfully neglect to provide or fail to remedy any default in providing the Services; 10.2.4. you have a bankruptcy order made against you; 10.2.5. you are convicted of any criminal offence other than a motoring offence for which a fine or non-custodial sentence is imposed; 10.2.6. you cease to be eligible to work in the UK; or 10.2.7. evidence comes to the Company's attention that you knowingly provided false or misleading information prior to the start of your engagement in relation to your qualifications, skills, experience, education or employment history which had a material impact on the Company's decision to offer to engage you under this Contract. 10.3. On the termination of your engagement you must deliver up to the Company all information, materials and property belonging to or relating to the Company or any Group Company. If requested, you must permanently delete any information belonging to the Company from any computer system, storage device or handheld device in your possession or under your control. The Company may withhold payment of the last instalment of the fee until you have complied with this paragraph. 10.4. You must not, at any time after the termination of your engagement represent yourself or permit yourself to be represented as being connected with the Company or any Group Company or in any way seek to utilise the goodwill of the Company or any Group Company. 10.5. The Company may at any time suspend the provision of the Services for such period as may be reasonably necessary if any event or circumstance outside the Company's control make it necessary for the provision of the Services to be suspended or delayed. 11. Liability & insurance 11.1. Your personal property and any equipment that you provide in connection with the performance of the Services remains your responsibility at all times. The Company accepts no liability for loss of or damage to any item of such personal property or equipment except to the extent that the Company is able to recover the loss or damage from a third party or under a policy of insurance. 11.2. You agree to indemnify and keep the Company indemnified, from and against all losses, liabilities, expenses and costs (including reasonable legal costs) arising out of:- 11.2.1. any breach by you of any your obligations under this Contract including any negligent or reckless act, omission or default in the provision of the Services; 11.2.2. any liability to account for income tax or National Insurance contributions in respect of any fees paid to you pursuant to this Contract (save to the extent that such recovery is prohibited by law); 11.2.3. any employment-related claim or any claim based on employee or worker status brought by you against the Company in connection with the provision of the Services. 11.3. If the Company notifies you that you are required to have in place insurance policies in respect of the provision of the Services, you shall ensure that the level of cover and other terms of insurance are acceptable to and agreed by the Company and you will supply on request copies of the insurance policies and evidence that the relevant premiums have been paid. You must comply will all terms and conditions of the insurance policies at all times. 12. Definitions 12.1. For the purposes of this Contract, the following words and expressions shall have the following meanings: 12.1.1. "Company" means 12.1.2. "Confidential Information" means any information of a confidential or commercially sensitive nature which relates to the business, products or affairs of the Company or any Group Company or any of its or their clients or prospective clients including (without limitation) business plans, financial information, projects or proposals (past, present or future), tenders, technical data, lists or details of clients, potential clients or suppliers or the arrangements made with any client or supplier, any information which you are told is confidential or which you might reasonably expect the Company or any Group Company to regard as confidential; 12.1.3. "Contract" means these terms and conditions, together with the details contained in the Term Sheet and any other policies and procedures notified to you by the Company and which are stated to have contractual effect; 12.1.4. "CDPA 1988" means the Copyright Designs and Patents Act 1988 (or any amendment or re-enactment thereof); 12.1.5. "Designated Manager" shall have the meaning set out on the Term Sheet; 12.1.6. "Engagement Period" means the period during which you provide the Services pursuant to the Contract; 12.1.7. "Group" means the Company, its ultimate holding company (as defined in s1159 Companies Act 2006) and the Company's associates (as defined in s435 Insolvency Act 1986); 12.1.8. "Group Company" means any member of the Group; 12.1.9. "Intellectual Property Rights" means any patents, rights to inventions, copyright, trade marks, trade names and domain names, rights in get-up, rights in goodwill or to sue for passing off, rights in designs, rights in computer software, database rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications (or rights to apply) for, and renewals or extensions of, such rights and all similar or equivalent rights or forms of protection which may now or in the future subsist in any part of the world; 12.1.10. "Products" mean all materials in whatever form prepared, produced or created by you (whether jointly or alone) and whether wholly or partly in the course of the provision of the Services where such materials relate to the business of the Company or any Group Company; 12.1.11. "Services" mean any services you provide to the Company pursuant to this Contract; 12.1.12. "Term Sheet" means the term sheet setting out the specific terms applicable to your engagement (as may be amended and updated from time to time); and 12.1.13. "WTR 1998" means the Working Time Regulations 1998. 13. Miscellaneous 13.1. You represent and warrant that you are not bound by or subject to any court order, agreement, arrangements or undertaking which in any way restricts or prohibits you from entering into the Contract or from performing the Services. 13.2. Your engagement under the Contract is subject to and conditional upon receipt by the Company of: (a) the Term Sheet signed by you; and (b) if requested, evidence showing that you are legally entitled to work in the United Kingdom; and (c) if requested, references which are considered satisfactory by the Company in its absolute discretion. 13.3. You consent to the Company monitoring and recording any use that you make of the Company's electronic communications systems for the purposes of ensuring that the Company's rules are being complied with and for legitimate business purposes. You must comply with any electronic communication systems policies that the Company may issue from time to time. 13.4. You consent to the Company storing and processing your personal data (including any sensitive personal data within the meaning of the Data Protection Act 1998) for the purposes of administering and maintaining personnel records, providing information to the Company's professional advisers, insurers or prospective purchasers of the Company's business or otherwise as may be reasonably necessary for the performance of the Company's obligations under the Contract. You also consent to the transfer of any such information to any Group Companies or business contacts outside the European Economic Area in order to further the Company's or any Group Company's business interests. 13.5. No collective agreements directly affect the terms and conditions of your engagement. 13.6. The Contract contains the entire understanding and agreement of the parties relating to its subject matter and supersedes in all respects any previous or other existing arrangements, agreements or understandings between you and the Company whether oral or written in relation to its subject matter. 13.7. You acknowledge that in entering into the Contract you do not rely on, and irrevocably waive any right you may have in respect of any representation which is not expressly set out in the Contract, provided that nothing in the Contract shall limit or exclude any liability for fraud. 13.8. The Company reserves the right to make reasonable variations to the Contract. Any variation to the Contract shall not be effective unless it is confirmed in writing and signed by or on behalf of the Company. 13.9. No failure or delay by the Company in exercising any right or remedy under the Contract shall operate as a waiver of that right or remedy. 13.10. Your remedies under this Contract shall be limited to the right to recover damages. In no event shall you be entitled to seek to enjoin or restrain the exploitation of the Products or any other activities of the Company or any Group Company. 13.11. At the Company's expense you agree to execute such documents and perform such acts as may reasonably be required for the purpose of giving full effect to the Contract and the rights expressed to be granted under the Contract. 13.12. No rights are conferred on your spouse or dependants or to any other third party other than Group Companies under the Contracts (Rights of Third Parties) Act 1999. 13.13. The Contract shall be governed by and construed in accordance with the laws of England and Wales and you and the Company submit to the jurisdiction of the Courts of England and Wales as regards any claim, dispute or matter arising under or in relation to the Contract. ANNEX 1 – CONFIDENTIALITY AGREEMENT 1. The purpose of this agreement is to record the terms of a Confidentiality Agreement (hereinafter referred to in this letter as the “Agreement”) between Limited and all affiliated companies (hereinafter referred to as and (hereinafter referred to as the “Signee”). 2. has and will be granted information and documents from third parties which agrees to keep confidential. 3. is providing access to confidential information to the Signee. The Signee will be exposed to confidential information relating to ’s assets, business, its products, and the contents related to campaigns and marketing ideas and confidential information from third parties (all of which hereafter referred to as the “Information”), which is regarded by as proprietary, or which has agreed to keep secure and confidential. 4. In order for to protect its proprietary interests, the Signee agrees to be bound by the following terms and conditions: i. That the Information, knowledge, visuals and ideas exposed to at the business addresses and any part or parts of it shall be held by the Signee in the strictest confidence and the Signee shall neither use nor disclose it to others without expressing prior written consent. ii. That Signee will take such steps as may be reasonably necessary to prevent the disclosure of the Information to any third party. iii. That the Signee will not use the Information for any purpose not related to its work with . iv. The Signee hereby acknowledges that he will have no intellectual property right in any creative material produced by him on behalf of the employer in the course of his employment and that if called upon to do so he will provide to the employer a valid assignation of any such right in favour of the employer. 5. At the request of , the Signee shall return to all documents and materials (and any copies thereof) containing, reflecting, incorporating or based on the Information and the Signee shall certify in writing to that it has complied with the requirements of this paragraph (5). 6. The Signee agrees that the terms and conditions set out in this Agreement are ongoing and shall continue in perpetuity. Termination of this Agreement shall not affect any accrued rights or remedies to which is entitled. 7. This Agreement constitutes the whole Agreement between and the Signee and supersedes all previous agreements between the parties relating to the subject matter. No variation of this Agreement shall be effective unless it is in writing and signed by both and the Signee. 8. This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with English law.