Terms & Conditions

Website Terms and Conditions

If you use the thehivecareers.co website (the "Website") you agree to be bound by these terms and conditions.

1. Definitions

1.1 In these terms and conditions, "we" and "us" means Ingenuity Technologies Inc, a Delaware, USA registered company with an office in Miami, Florida

2. Changing Website content and links

2.1 We reserve the right to change, modify, substitute or remove without notice any information on the Website from time to time.

2.2 We assume no responsibility for the contents of any other websites to which the Website has links.

3. Disclaimer

3.1 The material contained on the Website is provided for general purposes only. Neither we nor any member of the Ingenuity group make any warranty or representation about the accuracy, completeness or suitability for any purpose of the content and the material contained on the website.

3.2 Statements concerning performance, technical specifications, operational usage or our technology, appearing anywhere on the website, do not form part of any contract between Ingenuity Technologies Inc. and any users of its equipment unless expressly agree otherwise in writing.

3.3 Although we endeavour to ensure that the content is accurate and up-to-date, users of the Website should seek appropriate technical or expert advice before proceeding on the basis of any of the information contained in or hosted upon this Website.

3.4 To the extent permitted by applicable law, we disclaim all warranties and representations (whether express or implied) as to the accuracy of any information contained on the Website. We do not guarantee that the Website will be fault free and do not accept liability for any errors or omissions.

3.5 Due to the nature of electronic transmission of data over the internet, and the number of users by whom data is posted on to or may access the Website, any liability we may have for any losses or claims arising from an inability to access the Website, or from any use of the Website or reliance on the data transmitted using the Website, is excluded to the fullest extent permissible by law. In no event shall we be liable for any indirect loss, consequential loss, loss of profit, data, revenue, business opportunity, anticipated savings, goodwill or reputation whether in contract, tort or otherwise arising out of or in connection with or use of the Website or information hosted herein (including links to external documents) save where such liability cannot be excluded by law.

3.6 We do not give any warranty that the Website is free from viruses or anything else which may have a harmful effect on any technology.

3.7 Should you have any questions about the products or services we offer, or if you have a general enquiry, or would like to provide some feedback, please click here to visit our contact page.

Any requests to reproduce materials should be addressed to Ingenuity Technologies Inc 601 Brickell Key Drive, Suite 700 Miami, Florida 33131 or e-mail info@ingenuitytech.co

3.8 We will use reasonable endeavours to correct any errors or omissions in our Website as soon as is practicable after being notified of them in writing. In case of any discrepancy between information contained in different language versions of the same document, the English language version may be regarded as the most recently updated document.

4. Intellectual Property

4.1 The copyright and other worldwide intellectual property rights in the material contained in the Website, together with the website design, text and graphics, and their selection and arrangement, and all software compilations, underlying source code and software (including applets) belongs to us, Ingenuity group companies or the providers of such information. All rights are reserved. None of this material may be reproduced or redistributed without our express written permission. You may, however, download or print a single copy for your own off-line viewing.

4.2 ‘thehivecareers.co’ and ‘Ingenuitytech.co’ domains are owned by Ingenuity Technologies Inc. Other product and company names mentioned on this Website may be the trademarks or registered trademarks of us or other trade mark owners. Unless otherwise expressly agreed you must not use these trade marks other that as is necessary to view the contents of the Website.

4.3 You shall retain ownership of all copyright in any data you submit to the Website. You grant us a world-wide exclusive, royalty-free, non-terminable licence to use, copy, distribute, publish and transmit such data in any manner.

5. Username and password

5.1 Access to certain areas of the Website may be restricted to registered users. If you register with us and select or are issued with a user name and password the user name and password are personal to you and are not transferable.

5.2 Your name and password are the methods used by us to identify you and so are very important. You are responsible for all information posted on the Website by anyone using your user name and password and any payments due for goods or services accessed through the Website by anyone using your user name and password. Any breach of security of a user name and password should be notified to us immediately.

5.3 You may not adapt or circumvent the systems in place in connection with the Website, nor access the Website other than through normal operations.

6. Data submitted by users

6.1 We accept no liability for data supplied by any user for display on the Website. If you submit data for display on the Website you are responsible for ensuring that the data is accurate, complete and up to date and for updating that data where necessary. You are also responsible for ensuring that no data is uploaded or submitted which is untrue, defamatory, obscene or abusive or otherwise objectionable or in breach of any applicable laws or rights of third parties and that no data uploaded or submitted by you contains any virus or anything else which may have a contaminating or destructive effect on any part of the Website or any other technology.

6.2 You warrant that you have taken all reasonable precautions to ensure that any data you upload or otherwise submit to the Website is free from viruses or equivalent malware.

6.3 We reserve the right (without limiting our rights to seek other remedies) to remove offending material placed on the Website that we consider to be potentially unlawful, a misuse of the Website or which is otherwise harmful to other users of the Website.

6.4 You will indemnify us for any claim or loss (including without limitation, economic loss) suffered by us arising out of your failure to observe any of the terms of this clause 6.

7. Data protection

7.1 We are committed to protecting your privacy. We may collect and use information supplied by you and other users of the Website to improve the Website and personalise your experience when you visit the Website. We may also use it to tell you about changes in our services or about features we think you may find interesting. We do not sell, trade or rent your personal information to others. We may choose to do so in the future with trustworthy third parties. When you register with us, you are given the option to consent to use of your individual personal data for this purpose. However, you can tell us not to deal with your personal information in these ways in the future by simply sending an e-mail message to info@ingenuitytech.co

7.2 Under the The Privacy Act of 1974, we follow strict security procedures in the storage and disclosure of information which you have given us, to prevent unauthorised access.

7.3 Our Privacy Policy can be found here

8. Termination

8.1 We may terminate your access to the Website and the services within it on not less than 1 days' written notice to you or immediately if you are in breach of any of the terms of this agreement. You will cease use of all materials and software belonging to us and our licensors and return them to us immediately at our request.

8.2 All disclaimers, indemnities and exclusions in these terms and conditions shall survive termination of the agreement between us for any reason.

9. General

9.1 If any provision of these terms and conditions is held to be unlawful, invalid or unenforceable, that provision shall be deemed severed and the validity and enforceability of the remaining provisions of these terms and conditions shall not be affected.

9.2 We may modify these terms and conditions at any time by publishing the modified terms and conditions on the Website. Any modifications shall take effect 3 days after posting on the Website.

10. Governing law

10.1 These terms and conditions shall be governed by and construed in accordance with Florida, US law.

Any disputes shall be subject to the exclusive jurisdiction of the Miami, Florida, US courts.

FOR EMPLOYEE/FREELANCER/JOB SEEKER

NON-DISCLOSURE AGREEMENT

THIS AGREEMENT is entered into and effective on date _____________, (hereinafter called the “Effective Date”) between INGENUITY TECHNOLOGIES INC., a company duly incorporated under the Laws of Florida, USA with registered office situated FL, Miami - Brickell Key, 601 Brickell Key Drive, Suite 700, Miami 33131 USA (hereinafter called “ITI”, “Client”), and ____________________________ (hereinafter called “Provider”). Whose address is ___________________________________________________________.

For purposes of this Agreement, where the context admits, the term ITI shall include any company to which ITI is affiliated.

WHEREAS ____________________________ and ITI propose entering discussions for possible supply of services to ITI.

AND WHEREAS for the purposes of these discussions, ____________________________ and ITI will provide to each other, Confidential Information (as hereinafter defined) in connection with the Services.

AND WHEREAS the said Confidential Information is commercially sensitive, valuable or may contain trade secrets and is deserving of protection and each desire that such information shall be kept confidential by the other party.

AND ____________________________ and ITI wish to define the rights and obligations with respect to the said Confidential Information and to protect the confidentiality thereof and proprietary features contained therein.

NOW in consideration of the disclosure of and access to the said Confidential Information, and in consideration of the promises contained in this Agreement, ____________________________ and ITI HEREBY AGREE as follows:

1.

Definitions

In this Agreement the following expressions shall have the following meanings:

1.1 “Confidential Information” means all non-public information of either party, in any format, whether of a technical, business or other nature, including, without limitation, any information relating to business or marketing plans, operations, processes, intentions, financial projections, financial reports, technical plans, technical specifications, purchasing requirements or intentions, customers and business affairs, internal reports, marketing plans, opportunities, product information, know-how, design, rights, trade secrets, or any information of a market sensitive nature, that has been identified as being proprietary a n d /or confidential or that by the surrounding circumstances ought to be treated as confidential. Moreover, Confidential Information also includes codes, concepts, discoveries, descriptions, designs, displays, drawings, formulas, ideas, improvements, inventions, models, procedures, product specifications, samples, sketches, software, and past, present and future business activities, development, products, research or services that are proprietary to the party disclosing the information (“the Disclosing Party”) or to a third party to whom the Disclosing Party has a duty of confidentiality as well as any additional information the Disclosing Party may also designate as Confidential Information either orally or in writing, or information that by the surrounding circumstances ought to be treated as confidential. Confidential Information also includes all information concerning the existence and progress of the parties’ dealings.

1.2 “Purpose” shall mean any negotiations, discussions and agreements between the parties concerning, associated to or in connection with the provision of the Services, whether the parties subsequently enter into an agreement for the supply by the Company to ITI of same.

1.3 The headings in this Agreement are for ease of reference only and shall not be considered in the construction or interpretation of any provision to which they refer.

1.4 Any undertaking by either party not to do any act or thing shall be deemed to include an undertaking not to permit or suffer the doing of that act or thing.

1.5 The expression “person” was used in this Agreement shall mean any person, firm or company or other legal entity.

2. Handling of Confidential Information

2.1 Each party understands the competitive value and confidential nature of the Confidential Information and the damage that could result to the Disclosing Party if its Confidential Information was disclosed, therefore each party receiving or acquiring Confidential Information (“Receiving Party”) of the other party (“Disclosing Party”) must take all reasonable measures to avoid disclosure or unauthorized use of the Confidential Information, including, at a minimum, to apply thereto no lesser security measures and degree of care than those which the Receiving Party applies to its own confidential or proprietary information and the Receiving Party hereby warrants itself as providing adequate protection of such information from unauthorized disclosure, copying or use.

2.2 Subject to Clause 2.3(b), the Receiving Party shall not disclose.

Confidential Information to third parties without the Disclosing Party’s prior written consent; however, this restriction does not prohibit a party from disclosing information to its external advisers (e.g., attorneys, accountants, auditors, directors, or similar personnel) who are bound in writing and/or fiduciary relationship to protect Confidential Information from unauthorized use or disclosure.

2.3 The Receiving Party hereby undertakes:

(a) to use Confidential Information only for the Purpose.

(b) subject to Clause 4, to hold all Confidential Information in strict confidence and not to disclose Confidential Information except as permitted herein or assist or facilitate any party to disclose such information.

(c) to limit disclosure of the Confidential Information to its employees and agents on a “need to know” basis to further the parties’ mutual interest in relation to the Purpose, and then only after notifying each such persons that the Confidential Information is to be held in confidence and not to be disclosed to any other Person. The Receiving Party shall be responsible for the obligation of each of its employees and agents to keep Confidential Information confidential in accordance with the terms of this Agreement; and

(d) not to copy, reproduce or reduce to writing any part thereof except as may be reasonably necessary for the Purpose and agrees that any copies, reproductions or reductions to writing so made shall be the property of the Disclosing Party.

3. Return/Destruction of Confidential Information

3.1 The Receiving Party undertakes to, at the option of the Disclosing Party, destroy or return to the Disclosing Party all Confidential Information and all copies and excerpts thereof within 5 business days of:

(a) receipt of a written request from the Disclosing Party.

(b) termination or abandonment of discussions and transactions between the Parties relating to the Purpose or otherwise; or

(c) completion of the review of the Confidential Information.

Upon termination of this Agreement, if the Receiving Party is in breach of any of the conditions of this Agreement, the Receiving Party will immediately return the Confidential Information and any copies of it made by or in the possession of or under the control of the Receiving Party pursuant to this Agreement and make no further use or disclosure of any of the Confidential Information. If the Disclosing Party so dictates, the Confidential Information shall be destroyed under the above circumstances.

3.2 The Receiving Party undertakes to certify in writing to the Disclosing Party that it has complied with the requirements of sub-clause 3.1 above if so, requested by the Disclosing Party.

3.3 The Receiving Party undertakes, notwithstanding completion or abandonment of the Purpose or destruction or return of documents and materials as aforesaid, to continue to be bound by the undertakings set out in Clause 2.

4. Exceptions to Non-Disclosure Obligations

The provisions of Clause 2 of this Agreement do not apply to any information that:

(a) can be shown by documentation to have been either in the rightful possession of the Receiving Party prior to receipt of the Confidential Information from the Disclosing Party or to have been independently developed by the Receiving Party without knowledge of the Confidential Information.

(b) is now or later becomes part of the public domain through no wrongful act or breach of this Agreement on the part of the Receiving Party.

(c) was rightfully received from a third party who was rightfully in possession of it.

(d) must be disclosed because of any applicable governmental or judicial law, rule, regulation, directive or order; or

(e) the Receiving Party is permitted to disclose after receiving the Disclosing Party’s written consent.

5. Response to Legal Process

If the Receiving Party (or anyone to whom it transmits the Confidential Information whether in compliance with this Agreement) is requested, pursuant to subpoena or other legal process, to disclose any Confidential Information, the Receiving Party shall provide the Disclosing Party withimmediate notice so that the Disclosing Party may seek a protective order or appropriate remedy and/or waiver compliance with the provisions of this Agreement. If such protective order or other remedy is not obtained, or that the Disclosing Party waives compliance with the provisions of this Agreement, the Receiving Party (or such other person) shall furnish only that portion of the Confidential Information, which is legally required and, at the cost of the Disclosing Party, exercise its best efforts to obtain a protective order or other assurance satisfactory in form and substance to the Disclosing Party that confidential treatment will be accorded the Confidential Information in accordance with this Agreement.

6. Term

This Agreement shall continue in force from the date hereof until terminated by mutual consent or by either party by giving to the other not less than one month’s prior notice provided or immediately by either party if the other party is in breach of any of its obligations herein provided however that the provisions under Clauses.

2.2 and 2.3(b) shall survive termination of this Agreement.

7. Disclaimer and Warranty

7.1 The Disclosing Party reserves all rights in its Confidential Information and no rights or obligations other than those expressly recited herein are granted or to be implied from this Agreement. No license is hereby granted directlyor indirectly under any patent, invention, discovery, copyright, or other industrial property right now or in the future held, made, obtained or licensable by either party.

7.2 The Disclosing Party makes no representation, warranty or guarantee of any kind with respect to the Confidential Information. Without limiting the generality of the foregoing disclaimer, the Disclosing Party does not warrant or represent the non-infringement of trademarks, patents, copyrights, mark protection rights or any third-party rights in or to the Confidential Information.

7.3 No furnishing of Confidential Information by the Disclosing Party and no obligation under this Agreement obligates either party to enter into any further agreement or negotiation with the other or to refrain from entering into an agreement or negotiation with any other party.

7.4 Each party acknowledges that the other may now market or may have under development products or services which are competitive with products or services now offered or which may be offered by the other party. Furthermore, each party may now be having or may in the future have discussions with others concerning matters like the Services or similar business arrangements and may receive information from others similar to the Confidential Information. Subject to the express obligations set forth in this Agreement, neither this Agreement nor discussions or communications between the parties hereto will impair the right of either party to develop, make, use, procure and/or market any product or service or to pursue other business transactions or relationships, alone or with others, now or in the future, including those which may be competitive with those offered by the other party and those similar in nature to the Services.

8. NON-COMPETITION AND NON-SOLICITATION: During the term of this Agreement and for a period of three (3) year following the termination of the initial and renewal periods:

8.1 Company agrees not to solicit the employment or retention of any directly or indirectly of the providers employees or of any consultant or third-party providing services to the company without the prior written consent of the provider.

8.2 Provider agrees not to solicit the employment or retention of any directly or indirectly of the company’s employees or third-party requesting services from companywithout the prior written consent of the Company.

. Public Announcements

The Receiving Party undertakes and agrees to keep the existence and nature of this Agreement confidential and not to use the same or the name of Disclosing Party in any publicity, advertisement, or other disclosure regarding this Agreement or to the Purpose without the prior written consent of the Disclosing Party.

9. Notices

9.1 All notices under this Agreement shall be in writing and shall be sent by telex, facsimile, courier or first-class registered or recorded delivery post to the party being served at its address specified below or at such other address of which such party shall have given notice as aforesaid and marked for the attention of that party’s signatory of this Agreement. The date of service shall be deemed to be the day following the day on which the notice was transmitted by facsimile or telex or three

(3) days after dispatched, where sent by courier and seven (7) days after post, where sent by post.

9.2 Send notices to each party at the addresses listed below: For ITI:

Address: INGENUITY TECHNOLOGIES INC. FL, Miami - Brickell Key, 601 Brickell Key Drive, Suite 700, Miami 33131 USA

Attn: Admin

For: ____________________________

Consultant

Address: ___________________________

___________________________________.

10. Non-assignment

10.1 This Agreement is personal to the parties and shall not be assigned or otherwise transferred in whole or in part by the Receiving Party without the prior written consent of the Disclosing Party.

10.2 This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors.

11. Entire Agreement & Variations

11.1 This Agreement constitutes the entire Agreement and understanding between the parties in respect of Confidential Information and supersedes all previous agreements, understandings, and undertakings in such respect (and all obligations implied by law to the extent that they conflict with the express provisions of this Agreement). This Agreement cannot be changed except by written agreement between the parties.

11.2 The parties may expressly agree in writing any variation in the provisions hereof, provided that unless expressly so agreed, no such agreement shall constitute or be construed as a general waiver of any of the provisions hereof by either of the parties and the rights and obligations of the parties hereunder shall remain in full force and effect notwithstanding any variation agreed between the parties on any occasion.

12. Governing Law

The interpretation construction and effect of this Agreement shall be governed and construed in all respects in accordance with the laws of Florida, USA (excluding its conflict of law’s provisions).

13. Severance

13.1 Each party warrants to the other that this Agreement has been duly authorized and executed and is valid and legally binding upon such party and enforceable in accordance with its terms. Any provision of this Agreement that is held invalid or unenforceable in any jurisdiction shall be ineffective to the extent of such invalidity or unenforceability without invalidating or rendering unenforceable the remaining provisions hereof, and any such invalidity or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provisions in any other jurisdiction.

13.2 Each undertaking in this Agreement shall be construed as a separate undertaking and if one or more undertakings contained in this Agreement are found to be unenforceable the remaining undertakings shall continue to bind the parties.

14. Waiver

In no event shall any delay failure or omission on the part of the Disclosing Party in enforcing exercising or pursuing any right, power, privilege, claim or remedy, which is conferred by this Agreement, or arises under this Agreement, or arises from any breach by the Receiving Party of any of the obligations hereunder, be deemed to be or be construed as a waiver thereof, or of any other such right, power, privilege, claim or remedy in respect of the circumstances in question; or operate as to bar the enforcement or exercise thereof, or of any such right, power, privilege, claim or remedy, in any other instance at any time or times thereafter.

15. Consequences of Breach

15.1 Notwithstanding the provisions of Clause 15.2 below, if any breach or alleged breach of this Agreement by the Receiving Party occurs, then the Disclosing Party will suffer irreparable injury for which monetary damages will be inadequate to compensate. Accordingly, in addition to all other rights and remedies at law and in equity that might be available to the Disclosing Party, the Disclosing Party is entitled to injunctive relief to prevent or to restrain any such breach by the Receiving Party, or any other persons, directly to indirectly acting for or with the Receiving Party.

15.2 Subject to Clause 15.1 above, any dispute arising in connection with or out of the performance or the interpretation of this Agreement, which the parties cannot settle amicably shall be finally settled by arbitration proceedings to be conducted in accordance with laws of Florida, USA.

FOR EMPLOYEE/FREELANCER/JOB SEEKER

CONSULTANT MASTER SERVICE AGREEMENT

THIS AGREEMENT (referred to herein as “this Agreement”) is made on date _______________(“The Effective Date”)

BETWEEN:

1. INGENUITY TECHNOLOGIES INC., a limited liability company incorporated under the laws of Florida, USA with offices located at FL, Miami - Brickell Key, 601 Brickell Key Drive, Suite 700, Miami 33131 USA (referred to in this Agreement as “the Employer/Company”).

And

2. ____________________________ located at ______________________________________________________ (referred to in this Agreement as “Consultant”)

IT IS AGREED as follows:

1. DEFINITIONS AND INTERPRETATION

1.1 The following terms shall have the following meanings for the purpose of this Agreement:

1.1.1 “Business Day” means any day (excluding Saturdays, Sundays, and public holidays) on which commercial banks are open to the public for business in Florida, USA.

1.1.2 “Confidential Information” shall include, but not necessarily be limited to, all information which is not known including the business, finances, technology, trade secrets, and any other commercially sensitive information of either party regardless of its nature.

1.1.3 “Intellectual Property Rights” means all intellectual property rights, howsoever arising and in whatever media, whether registered, including (without limitation) copyright, patents, trademarks, service marks, trade names both registered and unregistered, design, know-how, geographical, related database rights and any applications for the protection or registration of these rights and all renewals and extensions thereof throughout the world.

1.1.4 “Payments” means the amount specified in the Statement of Work.

1.1.5 “Services” means the range of services more specifically described in Schedule I to be rendered by the Employer from time to time as agreed by the Parties in a Statement of Work.

1.1.6 “Statement of Work” means a written document detailing the scope of Services, the timelines and other terms and conditions applicable to the provision of the Services.

by the Employer from time to time throughout the duration of the Term, a form of which is set forth at Schedule I.

1.1.7 “Term” means a period from the Effective Date.

1.2 In this Agreement unless the context otherwise requires:

1.2.1 Words importing any gender include every gender.

1.2.2 Words importing the singular number include the plural number and vice versa.

1.2.3 Words importing persons include firms, companies, and corporations and vice versa.

1.2.4 References to numbered clauses and schedules are references to the relevant clause within, or in a schedule to this Agreement.

1.2.5 Reference in any schedule to this Agreement to numbered paragraphs relate to the numbered paragraphs of that schedule.

1.2.6 The headings to the clauses, schedules and paragraphs of this Agreement will not affect the interpretation.

1.2.7 Any reference to an enactment includes reference to that enactment as amended or replaced from time to time and to any subordinate legislation or byelaw made under that enactment.

1.2.8 Any obligation on any party not to do or omit to do anything is to include an obligation not to allow that thing to be done or omitted to be done.

1.2.9 Any party who agrees to do something will be deemed to fulfil that obligation if that party procures that it is done.

2. THE EMPLOYER’S DUTIES

2.1. The Employer appoints the Consultant to carry out the Services in accordance with the terms of the Statement of Work which shall be issued from time to time throughout the Term. In consideration for the Services, the Employer shall pay the Consultant in accordance with the fees outlined in the applicable Statement of Work. For clarity, the sums payable under the Statement of Work shall be payable in the manner stated therein and payment shall not be at the discretion of the Employer in the event of cancellation of the Statement of Work following commissioning of the said Statement of Work.

2.2. Each Statement of Work shall include a description of the Services to be performed, the proposed deliverables, an estimate of the duration of the work and the price payable for performance of the Services.

2.3 The parties may terminate individual Statement of Work without affecting the Agreement or any other Statement of Work provided however that the termination of Staff Augmentation Consultant shall require one (1) months’ notice or payment in lieu of notice. The Employer may request additional services by written notice to the Employer reasonably detailing the requested services and the Employer shall provide such estimate of fees and/or determine its ability to fulfil the additional Statement of Work request.

3. PERSONNEL

3.1. The Employer shall ensure that all Consultant is assigned to carry out the Services:

3.1.1. Have the necessary skills, expertise, and diligence to undertake such work and will conform to the professional standards generally observed in the industry for similar services; and

3.1.2. comply with the provisions in this Agreement relating to Confidential Information and Confidentiality as set out in Clause 15 of this Agreement.

3.1.3. In the case of Staff Augmentation Consultant, the Employer shall have the sole discretion to remove or replace any such personnel and shall provide the Employer with prior written notice of any such changes.

3.2. The Employer shall make available its own staff, whether technical, functional, or otherwise, for the carrying out of the Services as the Employer shall in its own discretion determine is necessary.

3.3. The Employer shall not delegate any duties or obligations arising under this Agreement otherwise than may be expressly permitted under its terms or otherwise permitted by the Employer which consent shall be in writing.

4. EMPLOYER OBLIGATIONS

The Employer shall:

4.1. Ensure that its Consultants and other independent Employers co-operate reasonably with the Employer and its Consultants in carrying out the Services.

4.2. Furnish the Employer with such information and documents as it may reasonably request for the proper performance of its obligations under this Agreement; and

4.3. Pay the Employer in accordance with the terms set out at Item 3 of Schedule I and as set out herein.

5. PAYMENTS, CHARGES AND EXPENSES

5.1. In consideration of the Consultant carrying out the Services, the Employer shall pay to the Consultant the Payments which shall be invoiced to the Employer in the specified proportions and subject to the terms set out at Item 5 of Schedule I.

5.2. Payment of sums due by the Consultant from the Contractor shall be made within ten (10) Business Days after the end of the working month. All payments under this Agreement shall be made in United States Dollars.

6. WARRANTIES AND CONDITIONS

The Employer warrants that:

6.1. It is duly incorporated and has all authority to enter into this Agreement and perform its obligations hereunder.

6.2. it is entitled to enter into this Agreement and that it has the necessary expertise and authorization to carry out the Services in accordance with this Agreement.

The Consultant warrants that:

6.3. the Services and duties outlined in this Agreement will be carried out in a professional manner conforming to best industry practices.

6.4 if the Consultant receives a written notice from the Employer identifying a breach of the warranties set out in this Clause 6 or the Services outlined in Schedule II or otherwise becomes aware of its failure to comply with the warranties or carry out the Services, then the Consultant shall, at its own expense, promptly remedy such breach or failure.

7. UNDERTAKINGS

The Consultant shall:

7.1. Observe and obey all directions and regulations as may from time to time be reasonably given to or imposed on the Consultant by or on behalf of the Employer for the purposes of this Agreement.

7.2. Not either during or after the end of the engagement under this Agreement create any product all or part of which relies on any idea, style, production method, gimmick, character, or other information relating to the Employer, of which the Consultant became aware as a result of the engagement under this Agreement, regardless of whether such material is confidential or not.

7.3. Hold the material obtained under or during the duration of this Agreement strictly in accordance with clauses mentioned in this Agreement and, on completion of the Services or upon termination of this Agreement, return to the Employer all materials and documentation and any Confidential Information belonging to the Employer and all copies of the whole or any part thereof or, if requested by the Employer, shall destroy the same and certify in writing to the Employer that it has been destroyed.

7.4. Not incur unauthorized expenditure or costs on behalf of the Employer without the Employer’s written consent in advance.

7.5. Obtain permission from third parties if the Employer wishes to use material (in any medium) owned by third parties, in order to carry out the Services under this Agreement, obtain from those third parties such written assignments, releases, waivers, permissions and licenses as are necessary to permit such use. The Consultant shall deliver copies of any documentation relevant to third party clearances to the Employer’s upon request.

8. INTELLECTUAL AND PROPRIETARY RIGHTS

8.1. Any Intellectual Property Rights created as a result of the Services carried out under this Agreement together with any related materials or documentation are and shall remain the property of the Employer. To the extent necessary to give full effect to this provision, the Consultant hereby assigns to the Employer all Intellectual Property Rights created by virtue of this Agreement. The Consultant shall notify the Employer immediately if the Consultant becomes aware of any unauthorized use of the whole or any part of the Employer’s intellectual property by any person.

8.2. The Employer retains all Intellectual Property Rights in the results of the Services including but not limited to any product developed and the parties agree to execute such separate license documentation in respect of the Employer’s use thereof.

8.3. The Consultant acknowledges that the Employer holds all moral rights in the Services, having been commissioned, and shall not claim moral rights now or at any time in the future under all applicable Copyright Laws and shall procure similar acknowledgement from its sub- licensees assigns and successors in title. The Consultant may, in writing, consent (such consent not to be unreasonably withheld or delayed) to its inclusion as a named in such marketing documentation as the Employer may require.

8.4. Nothing in this Clause 8 shall prevent the Consultant from exploiting any inventions, know-how or software that it develops during the term of this Agreement that are outside the scope of this agreement.

9. PROTECTION OF INFORMATION ASSETS

The Employer and the Consultant mutually undertake and agree not to disclose to any unauthorized person any concepts, data or information which may be classified an information asset pursuant to this Agreement. Information assets shall be identified as such in writing by the Parties.

10. DATA PROTECTION

10.1. The Consultant warrants that it has appropriate technical and organizational measures in place to prevent unauthorized or unlawful processing of personal and other data and accidental loss or destruction of, or damage to, such data held or processed by it and that it has taken reasonable steps to ensure the reliability of any of its staff who has access to the data processed in connection with this Agreement.

10.2. The Consultant undertakes that it will act only on the instructions of the Employer in relation to the processing of any data in connection with this Agreement and further undertakes to allow the Employer access to any relevant premises on reasonable notice to inspect the measures in place to ensure data protection.

10.3. The Consultant warrants that it has obtained all consents and otherwise is authorized at law to retain and process the data provided to the Employer and that said data is accurate. The Consultant undertakes to keep the data accurate and to rectify any errors promptly.

11. PROTECTION AGAINST MALICIOUS SOFTWARE

The Employer shall ensure that fully up-to-date virus protection software shall be installed upon all computer systems to which the Consultant may require access for the purpose of performing any Services, the Employer agrees to pay for such installation. The Consultant shall ensure that all such virus protection software is used in accordance with the manufacturer’s instructions.

12. SECURITY POLICY

The Consultant warrants that all information belonging to the Employer and held in electronic form shall be protected against unauthorized access and disclosure. The Consultant agrees to indemnify the Employer against any losses incurred as a result of fraud, theft or the manipulation of the Employer’s systems as a result of unauthorized access. The Consultant also undertakes to indemnify the Employer for any losses incurred due to errors in the manual inputting of data, or the manual development and amendment of software, data or any related material in accordance with this Agreement.

13. ACCESS CONTROL

13.1. If the Consultant shall gain VPN access to any part of the Employer’s equipment while performing its obligations under this Agreement, the following provisions of this clause shall apply additionally.

The Consultant will:

13.2.1. Only use a remote access method approved by the Employer (such approval not to be unreasonably withheld or delayed).

13.2.2. Provide the Employer with the name of everyone who will have remote access to the Employer’s equipment and the phone number at which the individual may be reached during dial-in.

13.2.3. Ensure that any computer used by its personnel to remotely access the Employer’s equipment will not simultaneously access the Internet or any other third-party network while logged on to the Employer’s equipment.

13.2.4. The Employer further warrants and agrees that its personnel will not remotely access the Employer’s equipment from a networked computer unless the network is protected from all third-party networks by a firewall.

13.2.5. The Employer will restrict remote access by the Consultant to only the Employer’s test and/or training systems and nothing in this clause shall entitle the Employer to have.

Access to the Employer’s live production copy of any software unless the Parties have expressly agreed in writing that such access is to take place and the Employer has given written confirmation of the date on which such access was implemented. The Employer shall report in writing when such access takes place detailing all activities and actions taken during such access.

14. CONFIDENTIALITY, PROPRIETY INFORMATION

During the Term of this agreement and at all times thereafter, the Consultant agrees that he shall neither use (directly or indirectly) for his benefit or for the benefit of third parties, nor divulge to third parties, information and documents, of whatever nature, to which he has been exposed to during his employment with the Company (including, without limitation, the Company’s customer lists, trade secrets, or other confidential information or material), except only in so far as such disclosure is:

a. made pursuant to an order of a court of competent jurisdiction or in compliance with the requirements of any governmental agency or authority, or any non-governmental authority exercising supervisory authority over the Company;

b. otherwise required by applicable law or regulation; or

c. necessary for the proper performance of his services under this agreement.

The Consultant’s attention is drawn to the importance that this confidentiality obligation has for the Company.

Any breach of the Consultant’s confidentiality obligations hereunder may in particular lead to the immediate termination of this agreement without compensation to the Consultant.

Should the Consultant be required to make any disclosure of confidential information he shall consult the Company in writing of the disclosure requirement, prior to making such disclosure. To the extent permitted by applicable law such disclosure shall be carried out in a manner such that only the minimum confidential information shall be disclosed as is necessary to satisfy legal requirements.

The Consultant agrees that during the term of this Agreement and thereafter he will take all steps reasonably necessary to hold the Company’s Proprietary Information in trust and confidence, will not use such Proprietary Information in any manner or for any purpose other than providing the services under this Agreement, and will not disclose any such Proprietary Information to any third party without first obtaining the Company’s express written consent on a case-by-case basis. By way of illustration but not limitation “Proprietary Information” includes (a) trade secrets, inventions, mask works, ideas, processes, formulas, source and object codes, data, programs, other works of authorship, know-how, improvements, discoveries, developments, designs and techniques (hereinafter collectively referred to as “Inventions”); and (b) information regarding plans for research, development, new products, marketing and selling, business plans, budgets and unpublished financial statements, licenses, prices and costs, suppliers and customers; and (c) information regarding the skills and compensation of other Consultants of the Company.

15. LIABILITY

15.1. The Consultant shall indemnify the Employer and keep the Employer fully and effectively indemnified on demand, for any loss, personal injury or death caused by any negligent act or omission or breach of this Agreement by the Employer, its Consultants or agents in connection with the performance of their duties under this Agreement or by defects in any product supplied pursuant to this Agreement. The Employer will indemnify and keep the Consultant fully and effectively indemnified for direct damage to property caused by any negligent act or omission or breach of this Agreement by the Consultant or agents in connection with the performance of their duties under this Agreement or by defects in any product supplied pursuant to this Agreement.

15.2. The Parties acknowledge and agree that the limitations contained in this Clause 15 are reasonable in the light of all the circumstances.

15.3. The Employer's statutory rights as a consumer (if any) are not affected. These limitations will apply regardless of the form of action, whether under statute, in contract or tort including negligence or any other form of action. For the purposes of this clause, the ‘Employer’ includes its Employees, sub-Employers and suppliers. Nothing in this Agreement shall exclude or limit liability for fraudulent misrepresentation.

16. TERMINATION

16.1. This Agreement shall continue for the Term of 2 years. The Consultant should he/she seek to terminate must give the Employer not less than Thirty (30) days’ prior written notice. The Employer can terminate this agreement with the Consultant on Thirty (30) days’ notice.

16.2. Either party shall be entitled to terminate this Agreement forthwith at any time by written notice to the other party if:

16.3. the other party commits a breach of any of the terms of this Agreement (and if the breach is capable of remedy) fails to remedy the breach within Five (5) Business Days after receipt of notice in writing to do so; or

16.4. the other party becomes subject to an administration order; bankruptcy proceedings are commenced for the person; a receiver or administrative receiver or similar person is appointed over, or an encumbrancer takes possession of any of the other party’s property or assets; the other party enters an arrangement or composition with its creditors, ceases or threatens to cease to carry on business, becomes insolvent, enters liquidation or ceases to be able to pay its debts as they fall due.

16.5. Any termination of this Agreement (howsoever occasioned) shall not affect any accrued rights or liabilities of either party nor shall it affect the coming into force or the continuance in force of any provision hereof which is expressly or by implication intended to come into or continue in force on or after such termination.

17. AGENCY, PARTNERSHIP

This Agreement shall not constitute or imply any partnership, joint venture, agency, fiduciary relationship or other relationship between the Parties other than the contractual relationship expressly provided for in this Agreement.

18. AMENDMENTS

This Agreement may not be released, discharged, supplemented, interpreted, amended, varied or modified in any manner except by an instrument in writing signed by a duly authorized officer or representative of each of the Parties.

19. ANNOUNCEMENTS

No party shall issue or make any public announcement or disclose any information regarding this Agreement unless prior written consent has been obtained from the other party.

20. ASSIGNMENT

This Agreement is personal to the Parties and, neither this Agreement nor any rights, licenses, or obligations under it may be assigned by either Party without the prior written approval of the other Party.

21. ENTIRE AGREEMENT

This Agreement supersedes all prior agreements, arrangements and undertakings between the Parties and constitutes the entire agreement between the Parties relating to the subject matter of this Agreement. However, the obligations of the Parties under any pre-existing non-disclosure agreement shall remain in full force and effect in so far as there is no conflict between the same. In the event of a conflict, this Agreement shall prevail. The Parties confirm that they have not entered into this Agreement based on any representation that is not expressly incorporated into this Agreement.

22. FORCE MAJEURE

Notwithstanding anything else contained in this Agreement, neither party shall be liable for any delay or failure to perform its obligations under this Agreement if such delay or failure to perform is due to labor strikes, lockouts, war, terrorist acts, epidemics, fires, floods, natural disasters, water damage, riots, government acts or orders, interruption of transportation, inability to obtain materials upon reasonable prices or terms, or any other circumstances beyond its reasonable control (hereinafter referred to as “Force Majeure Events”). If a Force Majeure Event occurs the party so delayed or unable to perform shall promptly notify the other party in writing of the reasons for the delay (and the likely duration of the delay) or the inability to perform, and the other party may terminate the Agreement if the Force Majeure Event remains in effect more than thirty (30) Business Days, save that the Employer shall pay the Consultant any sums due in respectof any work carried out by it prior to such termination.

23. NOTICES

23.1. All notices under this Agreement shall be in writing.

23.2. Notices shall be deemed to have been duly given:

· when delivered, if delivered by courier or other messenger (including registered mail) during normal business hours of the recipient; or

· when sent, if transmitted by fax or e-mail and a successful transmission report or return receipt is generated.

· on the fifth Business Day following mailing, if mailed by national express mail, postage prepaid; in each case addressed to the address for the Parties contained herein or otherwise to the most recent address, e-mail address, or facsimile number notified to the other party.

24. SCHEDULES

The provisions of Schedules I shall form part of this Agreement as if set out here. For each project/service parties will sign separate Schedules/SOW and payment terms.

25. SEVERANCE

If any provision of this Agreement is prohibited by law or judged by a court to be unlawful, void or unenforceable, the provision shall, to the extent required, be severed from this Agreement and rendered ineffective as far as possible without modifying the remaining provisions of this Agreement and shall not in any way affect any other circumstances of or the validity or enforcement of this Agreement.

26. SUCCESSORS AND ASSIGNEES

This Agreement shall be binding upon, and inure to the benefit of, the Parties and their respective successors and permitted assignees, and references to a party in this Agreement shall include its successors and permitted assignees. In this Agreement references to a party include references to a person: who for the time being is entitled (by assignment, novation or otherwise) to that party's rights under this Agreement (or any interest in those rights); or who, as administrator, liquidator or otherwise, is entitled to exercise those rights, and in particular, those references include a person to whom those rights (or any interest in those rights) are transferred or passed as a result of a merger, division, reconstruction or other reorganization involving that party. For this purpose, references to a party's rights under this Agreement include any similar rights to which another person becomes entitled as a result of a novation of this Agreement.

27. WAIVER

No delay, neglect or forbearance on the part of either party in enforcing against the other party any term or condition of this Agreement shall either be or be deemed to be a waiver or in any way prejudice any right of that party under this Agreement. No right, power or remedy in this Agreement conferred upon or reserved for either party is exclusive of any other right, power or remedy available to that party.

28. COUNTERPARTS

This Agreement may be executed in any number of counterparts or duplicates, each of which shall be an original, and such counterparts or duplicates shall together constitute one and the same agreement.

29. TIME OF THE ESSENCE

Time shall be of the essence in this Agreement as regards any time, date or period mentioned in this Agreement or subsequently substituted as a time, date or period by agreement in writing between the Parties.

30. SET-OFF

31. ARBITRATION

Any dispute between the Parties to this Agreement involving the non-performance or breach of this Agreement or any of its terms, shall on the written request of either party served on the other, be submitted first to arbitration. The said arbitration shall comply with and be governed by the provisions of the Arbitration Act of Florida, USA. Where the decision is taken to pursue arbitration, the Parties shall appoint one person to hear and determine the dispute and, if they are unable to agree, then each party shall appoint one person and the two persons so chosen shall select a third and impartial arbitrator and the determination or award of said arbitrator or most of the said arbitrators shall be final, binding, and conclusive upon the Parties.

32. LOCATION OF WORK

The physical location from which the Consultant will work is primarily onsite and/or offsite/remote as the need arises.

33. PROPER LAW AND JURISDICTION

This Agreement and all matters arising from it and any dispute resolutions referred to below shall be governed by and construed in accordance with Florida, USA law.

34. EXCLUSIVITY AND CONFLICT OF INTEREST

The Consultant shall not, without the prior written authorization of the Company, directly or indirectly undertake any other employment, whether as an officer of another employer or independently as an agent or Consultant or in any other manner (whether for compensation or otherwise) and shall not assume any position or render services to perform the above mentioned duties for any other entity.

The Consultant undertakes to notify the Company immediately and without delay regarding any matter or subject in respect of which he has a personal interest and/or which might create a conflict of interest with his position in the Company.

35. NON-SOLICITATION/NON-COMPETE

During the term of this agreement and for a period of two (2) years immediately following the termination of the engagement (for any reason whatsoever), the Consultant shall not for any reason, directly or indirectly, without the written consent of the Employer:

· Induce or attempt to induce any person who is an Consultant of the Employer or is otherwise involved in the management or operations of the Employer to leave such employment, or otherwise employ, engage or use the services of any such person (regardless of whether or not a breach of contract is caused thereby); or

· Solicit, assist in soliciting or accept the business or purchase orders of any actual or prospective supplier and/or customer of the Employer, with which you had direct or indirect contact or assumed responsibility.

The obligations of the Consultant assumed under this clause shall survive the termination of this agreement.

After the termination of this agreement, the Consultant agrees not to compete with the Employer (directly or indirectly) for a period of 6(six) months. This prohibition will not apply if this agreement is terminated because the Employer violated its terms.

36. NON-CIRCUMVENTION

In and for valuable consideration, the Consultant hereby agrees that the Employer may introduce (whether by written, oral, data, or other form of communication) the Consultant to one or more opportunities, Employers, including, without limitation, existing or potential investors, lenders, borrowers, trusts, natural persons, corporations, limited liability companies, partnerships, unincorporated businesses, sole proprietorships and similar entities (an "Opportunity" or "Opportunities" or " ITI Employers"). The Consultant further acknowledges and agrees that the identity of the subject Opportunities, and all other information concerning an Opportunity (including without limitation, all mailing information, phone and fax numbers, email addresses and other contact information) introduced hereunder are the property of Employer, and shall be treated as confidential information by the Consultant, its affiliates, officers, directors, shareholders, Consultants, agents, representatives, successors and assigns. The Consultant shall not use such information, except in the context of any arrangement with Employer in which Employer is directly and actively involved, and never without Employer’s prior written approval. The Consultant further agrees that the Consultant will not seek employment nor to conduct business with the "Opportunity"/ "Opportunities"/ "ITI Employers" or any subsidiaries and merged companies of the "Opportunity"/"Opportunities"/"ITI Employers" as introduced by the Employer during the course and term of engagement with the Employer.

IN WITNESS, WHEREOF this Agreement has been entered into on the date specified in Schedule I.

SCHEDULE 1

Statement of Work No. SOW Effective Date:

This Statement of Work (SOW) is issued under the Consultant Services Agreement (the “Agreement”) effective ______________ between INGENUITY TECHNOLOGIES INC. (“Employer”) and ______________. This Statement of Work includes the terms and conditions of the Agreement, which are hereby incorporated by this reference as though the same was set forth in its entirety and shall be effective upon full execution of the parties. In the event the terms of any SOW are inconsistent with or conflict with the terms of the Agreement, the terms of the Agreement shall prevail. In the event the terms of any document expressly referred to herein are inconsistent with or conflict with the terms of the Agreement or this SOW, the terms of the SOW and/or Agreement shall prevail. All capitalized terms which are not defined herein shall have the same meanings as set forth in the Agreement.

1. Scope of Services

2. Deliverables

3. Estimated Schedule/Term of SOW

4. Price and Payment Terms:

This Statement of Work is expressly made a part of the Agreement and constitutes a binding between the Employer and the Employer for the performance of the Services.

FOR EMPLOYER/CLIENT

NON-DISCLOSURE AGREEMENT

THIS AGREEMENT is entered into and effective on date ____________, (hereinafter called the “Effective Date”) between INGENUITY TECHNOLOGIES INC., a company duly incorporated under the Laws of Florida, USA with registered office situated FL, Miami - Brickell Key, 601 Brickell Key Drive, Suite 700, Miami 33131 USA (hereinafter called “ITI”, “Provider”), and ___________________________________________ (hereinafter called “______________”, “Client”). Whose address is 8 Olivier Rd, Kingston, Jamaica.

For purposes of this Agreement, where the context admits, the term ITI or ______________ shall include any person, firm or company to which ITI or ______________ is affiliated.

WHEREAS ______________ and ITI propose to enter in discussions for possible collaboration for service of human resource supply from ITI to ______________.

AND WHEREAS for the purposes of these discussions, ______________ and ITI will provide each other, Confidential Information (as hereinafter defined) in connection with the Services.

AND ______________ and ITI wish to define the rights and obligations with respect to the said Confidential Information and to protect the confidentiality thereof and proprietary features contained therein.

NOW in consideration of the disclosure of and access to the said Confidential Information, and in consideration of the promises contained in this Agreement, ______________ and ITI HEREBY AGREE as follows:

1.

Definitions

In this Agreement the following expressions shall have the following meanings:

1.3 The headings in this Agreement are for ease of reference only and shall not be considered in the construction or interpretation of any provision to which they refer.

1.4 Any undertaking by either party not to do any act or thing shall be deemed to include an undertaking not to permit or suffer the doing of that act or thing.

1.5 The expression “person” was used in this Agreement shall mean any person, firm or company or other legal entity.

2. Handling of Confidential Information

2.2 Subject to Clause 2.3(b), the Receiving Party shall not disclose.

2.3 The Receiving Party hereby undertakes:

(a) to use Confidential Information only for the Purpose.

3. Return/Destruction of Confidential Information

(a) receipt of a written request from the Disclosing Party.

(b) termination or abandonment of discussions and transactions between the Parties relating to the Purpose or otherwise; or

(c) completion of the review of the Confidential Information.

3.2 The Receiving Party undertakes to certify in writing to the Disclosing Party that it has complied with the requirements of sub-clause 3.1 above if so, requested by the Disclosing Party.

4. Exceptions to Non-Disclosure Obligations

The provisions of Clause 2 of this Agreement do not apply to any information that:

(b) is now or later becomes part of the public domain through no wrongful act or breach of this Agreement on the part of the Receiving Party.

(c) was rightfully received from a third party who was rightfully in possession of it.

(d) must be disclosed because of any applicable governmental or judicial law, rule, regulation, directive or order; or

(e) the Receiving Party is permitted to disclose after receiving the Disclosing Party’s written consent.

5. Response to Legal Process

6. Term

2.2 and 2.3(b) shall survive termination of this Agreement.

7. Disclaimer and Warranty

8. NON-COMPETITION AND NON-SOLICITATION: During the term of this Agreement and for a period of three (3) year following the termination of the initial and renewal periods:

. Public Announcements

9. Notices

(3) days after dispatched, where sent by courier and seven (7) days after post, where sent by post.

9.2 Send notices to each party at the addresses listed below: For ITI:

Address: INGENUITY TECHNOLOGIES INC. FL, Miami - Brickell Key, 601 Brickell Key Drive, Suite 700, Miami 33131 USA

Attn: Ravi Sharma – Chief Operations Officer

For: ___________________________________________

Address: 8 Olivier Rd, Kingston, Jamaica

10. Non-assignment

10.1 This Agreement is personal to the parties and shall not be assigned or otherwise transferred in whole or in part by the Receiving Party without the prior written consent of the Disclosing Party.

10.2 This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors.

11. Entire Agreement & Variations

12. Governing Law

13. Severance

14. Waiver

15. Consequences of Breach

FOR EMPLOYER/CLIENT

MASTER SERVICES AGREEMENT

THIS AGREEMENT (referred to herein as “this Agreement”) is made on the date ___________ (“The Effective Date”)

BETWEEN:

(1) INGENUITY TECHNOLGIES INC. is a limited liability company incorporated under the laws of Florida with office located at Suite 700, 601 Brickell Key Drive, Brickell Key, Miami, Florida 33131(referred to in this Agreement as “the Contractor”).

AND

(2) ___________________________________________ with office located at ___________________________________________ (referred to in this Agreement as “the Client”)

IT IS AGREED as follows:

1. DEFINITIONS AND INTERPRETATION

1.1 The following terms shall have the following meanings for the purpose of this Agreement:

1.1.1 “Business Day” means any day (excluding Saturdays, Sundays and public holidays) on which commercial banks are open to the public for business in Miami, Florida.

1.1.2 “Confidential Information” shall include, but not necessarily be limited to, all information of a party which is not publicly known including the business, finances, technology, trade secrets, and any other commercially sensitive information of either party regardless of its nature that has come into the possession or knowledge of the other party in connection with or as a result of entering into this Agreement, regardless of how such information is disclosed and whether it is marked specifically as “confidential”, excluding information that is: (1) or becomes publicly available other than through an act or omission of the receiving party anyone acting on its behalf or under its control (but only after it becomes publicly available); (2) independently developed by the receiving part without any use of or reference to the Confidential Information of the disclosing party; or (3) received by the receiving party in good faith without an obligation of confidence of any kind from a third party (unless and until the receiving party has reason to believe that such information is, was or becomes subject to an obligation of confidence of any kind); provided that all the Client’s personal information will constitute Confidential Information and the terms and conditions of this Agreement will constitute Confidential Information of both parties.

1.1.3 “Intellectual Property Rights” means all intellectual property rights, howsoever arising and in whatever media, whether or not registered, including (without limitation) copyright, patents, trademarks, service marks, trade names both registered and unregistered, design, know-how, geographical indications, related database rights and any applications for the protection or registration of these rights and all renewals and extensions thereof throughout the world;

1.1.4 “Payments” means the amount specified in the Statement of Work. The Statement of work is the complete and exclusive description of the work contracted and any billable supplementation must be in writing.

1.1.5 “Services” means the range of services more specifically described in Schedule II to be rendered by the Contractor from time to time as agreed by the Parties in a Statement of Work

1.1.6 Statement of Work” means a written document detailing the scope of

Services, the timelines and other terms and conditions applicable to the provision of the Services by the Contractor from time to time throughout the duration of the Term, a form of which is set forth at Schedule I

1.1.7 “Term” means a period of one (1) year from the Effective Date.

1.2 In this Agreement unless the context otherwise requires:

1.2.1 words importing any gender include every gender;

1.2.2 words importing the singular number include the plural number and vice versa;

1.2.3 words importing persons include firms, companies and corporations and vice versa;

1.2.4 references to numbered clauses and schedules are references to the relevant clause within, or in a schedule to this Agreement;

1.2.5 reference in any schedule to this Agreement to numbered paragraphs relate to the numbered paragraphs of that schedule;

1.2.6 the headings to the clauses, schedules and paragraphs of this Agreement will not affect the interpretation;

1.2.7 any reference to an enactment includes reference to that enactment as amended or replaced from time to time and to any subordinate legislation or byelaw made under that enactment;

1.2.8 any obligation on any party not to do or omit to do anything is to include an obligation not to allow that thing to be done or omitted to be done;

1.2.9 any party who agrees to do something will be deemed to fulfil that obligation if that party procures that it is done. Completion must be per delivery of actual work described in the Statement of Work.

2. THE CONTRACTOR’S DUTIES

2.1. The Client appoints the Contractor to carry out the Services in accordance with the terms of the Statement of Work which shall be issued from time to time throughout the Term. In consideration for the Services the Client shall pay the Contractor in accordance with the fees outlined in the applicable Statement of Work. For clarity, the sums payable under the Statement of Work shall be payable in the manner stated therein and payment shall not be at the discretion of the Client in the event of cancellation of the Statement of Work following commissioning of the said Statement of Work.

2.3 The parties may terminate an individual Statement of Work without affecting the Agreement or any other Statement of Work provided however that the termination of Staff Augmentation Consultants shall require one (1) month’s notice. The Client may request additional services by written notice to the Contractor in the form provided in Schedule I reasonably detailing the requested services and the Contractor shall provide such estimate of fees and/or determine its ability to fulfil the additional Statement of Work request.

3. PERSONNEL

3.1. The Contractor shall ensure that all Consultants assigned to carry out the Services:

3.1.1. have the necessary skills, expertise and diligence to undertake such work and will conform to the professional standards generally observed in the

industry for similar services; and

3.1.2. comply with the provisions in this Agreement relating to Confidential Information and Confidentiality as set out in Clause 15 of this Agreement.

3.1.3. In the case of Staff Augmentation Consultants, the Contractor shall have the sole discretion to remove or replace any such personnel and shall provide the Client with prior written notice of any such changes. Staff changes by the Contractor is only allowable for unforeseen exigent circumstances in good faith. The particular replacement should have equivalent certifications or skill level.

3.2. The Client shall make available its own staff, whether technical, functional, or otherwise, for the carrying out of the Services as the Client shall in its own discretion determine is necessary.

3.3. The Contractor shall not delegate any duties or obligations arising under this Agreement otherwise than may be expressly permitted under its terms or otherwise permitted by the Client which consent shall be in writing.

4. CLIENT’s OBLIGATIONS

The Client shall:

4.1. ensure that its employees and other independent contractors co-operate reasonably with the Contractor and its employees in carrying out the Services;

4.2. furnish the Contractor with such information and documents as it may reasonably request for the proper performance of its obligations under this Agreement; and

4.3. pay the Contractor in accordance with the terms set out at Item 3 of Schedule I and as set out herein.

5. PAYMENTS, CHARGES AND EXPENSES

5.1. In consideration of the Contractor carrying out the Services, the Client shall pay to the Contractor the Payments which shall be invoiced to the Client in the specified proportions and subject to the terms set out at Item 3 of Schedule I.

5.2. Payment of sums due by the Client to the Contractor shall be made within 30 Business Days of the receipt of an invoice from the Contractor..

6. WARRANTIES AND CONDITIONS

The Contractor warrants that:

6.1. It is duly incorporated and has all authority to enter into this Agreement and perform its obligations hereunder;

6.2. it is entitled to enter into this Agreement and that it has the necessary expertise and authorization to carry out the Services in accordance with this Agreement;

6.3. the Services and duties outlined in this Agreement will be carried out in a professional manner conforming to best industry practices;

6.4 if the Contractor receives a written notice from the Client identifying a breach of the warranties set out in this Clause 6 or the Services outlined in Schedule II or otherwise becomes aware of its failure to comply with the warranties or carry out the Services, then the Contractor shall, at its own expense, promptly remedy such breach or failure.

7. UNDERTAKINGS

The Contractor shall:

7.1. observe and obey all directions and regulations as may from time to time be reasonably given to or imposed on the Contractor by or on behalf of the Client for

the purposes of this Agreement;

7.2. not either during nor after the end of the engagement under this Agreement create any product all or part of which relies on any idea, style, production method, gimmick, character or other information relating to the Client, of which the Contractor became aware as a result of the engagement under this Agreement, regardless of whether such material is confidential or not;

7.3. hold the material obtained under or during the duration of this Agreement strictly in accordance with the provisions of Clause 14.1 and, on completion of the Services or upon termination of this Agreement, return to the Client all materials and documentation and any Confidential Information belonging to the Client and all copies of the whole or any part thereof or, if requested by the Client, shall destroy the same and certify in writing to the Client that it has been destroyed;

7.4. not incur unauthorized expenditure or costs on behalf of the Client without the Client’s written consent in advance;

7.5. obtain permission from third parties if the Contractor wishes to use material (in any medium) owned by third parties, in order to carry out the Services under this Agreement, obtain from those third parties such written assignments, releases, waivers, permissions and licences as are necessary to permit such use. The Contractor shall deliver copies of any documentation relevant to third party clearances to the Client upon request.

8. INTELLECTUAL AND PROPRIETARY RIGHTS

8.1. Any Intellectual Property Rights created as a result of the Services carried out under this Agreement together with any related materials or documentation are and shall remain the property of the Client. To the extent necessary to give full effect to this provision, the Contractor hereby assigns to the Client all Intellectual Property Rights created by virtue of this Agreement. The Contractor shall notify the Client immediately if the Contractor becomes aware of any unauthorized use of the whole or any part of the Client’s intellectual property by any person; OR

8.2. The Contractor acknowledges that the Client holds all moral rights in the Services, having been commissioned, and shall not claim moral rights now or at any time in the future under all applicable Copyright Laws and shall procure similar acknowledgement from its sub-licensees assigns and successors in title. The Client may, in writing, consent (such consent not to be unreasonably withheld or delayed) to its inclusion as a named client in such marketing documentation as the Contractor may require.

8.3 Nothing in this Clause 8 shall prevent the Contractor from exploiting any inventions, know-how or software that it develops during the term of this Agreement that are outside the scope of this Agreement.

9. PROTECTION OF INFORMATION ASSETS

The Contractor and the Client mutually undertake and agree not to disclose to any unauthorized person any concepts, data or information which may be classified an information asset pursuant to this Agreement. Information assets shall be identified as such in writing by the Parties.

10. DATA PROTECTION

10.1. The Contractor warrants that it has appropriate technical and organizational measures in place to prevent unauthorized or unlawful processing of personal and other data and accidental loss or destruction of, or damage to, such data held or processed by it and that it has taken reasonable steps to ensure the reliability of any of its staff who has access to the data processed in connection with this Agreement.

10.2. The Contractor undertakes that it will act only on the instructions of the Client in relation to the processing of any data in connection with this Agreement and further undertakes to allow the Client access to any relevant premises on reasonable notice to inspect the measures in place to ensure data protection. The Contractor is responsible and liable that data handling or policies in all forms must be legally compliant across our operating and delivery jurisdictions of the contract. Client warrants that it has obtained all consents and otherwise is authorized at law to retain and process the data provided to the Contractor and that said data is accurate. The Client undertakes to keep the data accurate and to rectify any errors promptly.

11. PROTECTION AGAINST MALICIOUS SOFTWARE

The Contractor shall ensure that fully up-to-date virus protection software shall be installed upon all computer systems to which the Contractor may require access for the purpose of performing any Services. The Contractor shall ensure that all such virus protection software is used in accordance with the manufacturer’s instructions.

12. SECURITY POLICY

The Contractor acknowledges and agrees that, as between the Contractor and the Client, the Client is and will be the owner and controller of and retain all right, title, and interest in all information collected and used by the Contractor, its employees, agents, representatives, or subcontractors, pursuant to the Agreement.

The Contractor warrants that all information belonging to the Client and held in electronic form shall be protected against unauthorized access and disclosure. The Contractor shall maintain enforce, review and update, and will cause all its subcontractors, where applicable, to maintain, enforce, review and update its internal security and back-up procedures and to protect the Client’s property and all other information for which the Contractor or Consultant is responsible. Without limiting the generality of the foregoing, the Contractor shall, and shall ensure that any subcontractor shall, at a minimum:

i. update its use of anti-virus, firewall, protection, and decontamination tools to ensure that at all times the Contractor, Staff Augmentation Consultants and subcontractors are using tools that are consistent with industry accepted best practices; and

ii. indemnify the Client against any losses incurred as a result of fraud, theft or the manipulation of the Client’s systems as a result of unauthorized access. The Contractor also undertakes to indemnify the Client for any losses incurred due to errors in the manual inputting of data, or the manual development and amendment of software, data, or any related material in accordance with this Agreement.

13. ACCESS CONTROL

13.1. If the Contractor shall gain VPN access to any part of the Client’s equipment in the course of performing its obligations under this Agreement, the following provisions of this clause shall apply additionally.

13.2. The Contractor will:

13.2.1. only use a remote access method approved by the Client (such approval not to be unreasonably withheld or delayed);

13.2.2. provide the Client with the name of each individual who will have remote access to the Client’s equipment and the phone number at which the individual may be reached during dial-in;

13.2.3. ensure that any computer used by its personnel to remotely access the Client’s equipment will not simultaneously access the Internet or any other third-party network while logged on to the Client’s equipment;

13.3. The Contractor further warrants and agrees that its personnel will not remotely access the Client’s equipment from a networked computer unless the network is protected from all third-party networks by a firewall.

13.4. the Client will restrict remote access by the Contractor to only the Client’s test and/or training systems and nothing in this clause shall entitle the Contractor to have access to the Client’s live production copy of any software unless the Parties have expressly agreed in writing that such access is to take place and the Client has given written confirmation of the date on which such access was implemented. The Contractor shall report in writing when such access takes place detailing all activities and actions taken during such access.

14. CONFIDENTIALITY

14.1. The Parties shall treat as confidential (and shall procure that its personnel and each of them treat as confidential) and shall not (and shall procure that their personnel and each of them does not) other than in the proper provision of the services required to fulfil the obligations under this Agreement, use or disclose to any person, firm or company, any Confidential Information belonging to the other party or its clients, suppliers or customers, nor permit its use or disclosure. In particular, both Parties shall maintain any item specifically identified as “Confidential Information” by one party to the other in writing, under appropriate security conditions.

14.2. The provisions of Clause 10.1 shall not apply where Confidential Information is divulged to:

14.2.1 either party’s own employees and then only to those employees who need to know the same;

14.2.2 either party’s auditors, professional legal advisers, a court of competent jurisdiction, governmental body or applicable regulatory authority and any other persons or bodies having a right, duty or obligation to know the business of the other party and then only in pursuance of such right, duty or obligation.

14.3. Both Parties undertake to ensure that persons and bodies referred to in Clause 14.2 are made aware before the disclosure of any part of the Confidential Information that the same is confidential and that they owe a duty of confidence to the other party.

14.4. Each party to this Agreement shall promptly notify the other party if it becomes aware of any breach of confidence by any person to whom it divulges all or any part of the Confidential Information and shall give the other party all reasonable assistance in connection with any proceedings which the other party may institute against such person for breach of confidence.

14.5. No Confidential Information owned by the Client obtained by the Contractor shall be used by the Contractor or the Contractor’s affiliates or related entities or subcontractors in connection with their provision of services, even if such information is anonymized or de-identified. The Contractor shall not: (i) disclose that it has performed work (including the Services) for the Client or (ii) use the Client’s logo; whether for the purposes of marketing or publicizing or selling its services, advertisements or otherwise.

14.6. The provisions of this clause shall survive the termination of this Agreement, but the restrictions contained in Clause 14.1 shall cease to apply to any information which may come into the public domain otherwise than through unauthorized disclosure.

15. LIABILITY

15.1. The Contractor shall indemnify and keep the Client, the other CLIENT’S Firms and the CLIENT’S Persons fully indemnified on demand, for any loss, personal injury or death caused by any negligent act or omission or breach of this Agreement by the Contractor, its employees, agents representatives or subcontractors (including the Staff Augmentation Consultant) in connection with the performance of their duties under this Agreement or by defects in any product supplied pursuant to this Agreement.

15.2. The Contractor will indemnify and keep the Client, the other CLIENT’S Firms and the CLIENT’S Persons fully indemnified for direct damage to property caused by any negligent act or omission or breach of this Agreement by the Contractor its employees or agents in connection with the performance of their duties under this Agreement or by defects in any product supplied pursuant to this Agreement.

15.3. The Contractor shall indemnify and keep the Client, the other CLIENT’S Firms and the CLIENT’S Persons fully indemnified from and all claims, damages, costs, charges, liabilities and expenses, including all reasonable attorney’s fees, that are incurred by the Client, directly or indirectly arising from or in connection with or relating to any claim by a third party alleging that the Services, the Staff Augmentation Consultants’ performance or the receipt of the Client of Services under this Agreement amounted to a breach of their intellectual property rights.

15.4. The Parties acknowledge and agree that the limitations contained in this Clause 15 are reasonable in the light of all the circumstances.

15.5. The Client's statutory rights as a consumer (if any) are not affected. These limitations will apply regardless of the form of action, whether under statute, in contract or tort including negligence or any other form of action. For the purposes of this clause, the ‘Contractor’ includes its employees, sub-contractors, and suppliers. Nothing in this Agreement shall exclude or limit liability for fraudulent misrepresentation.

16TERMINATION

16.1 This Agreement shall continue for the Term or until completion of the Services whichever occurs sooner unless either party gives to the other not less than thirty (30) days’ prior written notice of termination or unless the Agreement is terminated in accordance with any of the provisions of this Clause 16 or any other clause of this Agreement.

16.2 Either party shall be entitled to terminate this Agreement forthwith at any time by written notice to the other party if:

16.2.1. the other party commits a breach of any of the terms of this Agreement (and if the breach is capable of remedy) fails to remedy the breach within Five

(5) Business Days after receipt of notice in writing to do so; or

16.2.2. the other party becomes subject to an administration order; bankruptcy proceedings are commenced for the person; a receiver or administrative receiver or similar person is appointed over, or an encumbrancer takes possession of any of the other party’s property or assets; the other party enters into an arrangement or composition with its creditors, ceases or threatens to cease to carry on business, becomes insolvent, enters liquidation or ceases to be able to pay its debts as they fall due. Proceedings of default must be meaningful and material.

16.3 Any termination of this Agreement (howsoever occasioned) shall not affect any accrued rights or liabilities of either party nor shall it affect the coming into force or the continuance in force of any provision hereof which is expressly or by implication intended to come into or continue in force on or after such termination.

17AGENCY, PARTNERSHIP

This Agreement shall not constitute or imply any partnership, joint venture, agency, fiduciary relationship, or other relationship between the Parties other than the contractual relationship expressly provided for in this Agreement.

18AMENDMENTS

This Agreement may not be released, discharged, supplemented, interpreted, amended, varied, or modified in any manner except by an instrument in writing signed by a duly authorised officer or representative of each of the Parties.

19ANNOUNCEMENTS

No party shall issue or make any public announcement or disclose any information regarding this Agreement unless prior written consent has been obtained from the other party.

20ASSIGNMENT

This Agreement is personal to the Parties and, neither this Agreement nor any rights, licences or obligations under it may be assigned by either Party without the prior written approval of the other Party. Notwithstanding the foregoing, the Client may, without consent and upon written notice to the Contractor, assign this Agreement or any rights or obligations hereunder in whole or in part:

(a) to any subsidiary of the Ernst & Young Services Limited; (b) to a purchaser of all or substantially all of the assets or entities that comprise an identifiable segment, portion, division or unit of a business of a subsidiary of the Ernst & Young Services Limited; (c) to a successor in interest of a subsidiary of the Ernst & Young Services Limited;

(d) as part of a corporate reorganization, amalgamation, consolidation, or merger; or (e) as otherwise expressly contemplated in this Agreement. In which case the assignee or transferee will be bound by, and the Client will be released of, its obligations under this Agreement.

21ENTIRE AGREEMENT

This Agreement supersedes all prior agreements, arrangements and undertakings between the Parties and constitutes the entire agreement between the Parties relating to the subject matter of this Agreement. However, the obligations of the Parties under any pre-existing non-disclosure agreement shall remain in full force and effect in so far as there is no conflict between the same. In the event of a conflict, this Agreement shall prevail. The Parties confirm that they have not entered into this Agreement on the basis of any representation that is not expressly incorporated into this Agreement.

22FORCE MAJEURE

Notwithstanding anything else contained in this Agreement, neither party shall be liable for any delay or failure to perform its obligations under this Agreement if such delay or failure to perform is due to labor strikes, lockouts, war, terrorist acts, pandemics, epidemics, fires, floods, natural disasters, water damage, riots, government acts or orders, interruption of transportation, inability to obtain materials upon reasonable prices or terms, or any other circumstances beyond its reasonable control (hereinafter referred to as “Force Majeure Events”). If a Force Majeure Event occurs the party so delayed or unable to perform shall promptly notify the other party in writing of the reasons for the delay (and the likely duration of the delay) or the inability to perform, and the other party may terminate the Agreement if the Force Majeure Event remains in effect more than thirty (30) Business Days, save that the Client shall pay the Contractor any sums due in respect of any work carried out by it prior to such termination. A Labor/Strike is not Force Majeure unless every possible effort to substitute or replace labor has been exhausted.

23NOTICES

22.

23.

23.1. All notices under this Agreement shall be in writing.

23.2. Notices shall be deemed to have been duly given:

23.2.1. when delivered, if delivered by courier or other messenger (including registered mail) during normal business hours of the recipient; or

23.2.2. when sent, if transmitted by fax or e-mail and a successful transmission report or return receipt is generated;

23.2.3. on the fifth Business Day following mailing, if mailed by national express mail, postage prepaid;

in each case addressed to the address for the Parties contained herein or otherwise to the most recent address, e-mail address, or facsimile number notified to the other party.

24 SCHEDULES

The provisions of Schedules I and II shall form part of this Agreement as if set out here.

25 SEVERANCE

26. SUCCESSORS AND ASSIGNEES

26.1 This Agreement shall be binding upon, and inure to the benefit of, the Parties and their respective successors and permitted assignees, and references to a party in this Agreement shall include its successors and permitted assignees.

26.2 In this Agreement references to a party include references to a person:

26.2.1 who for the time being is entitled (by assignment, novation or otherwise) to that party's rights under this Agreement (or any interest in those rights);or

26.2.2 who, as administrator, liquidator or otherwise, is entitled to exercise those rights,

and in particular, those references include a person to whom those rights (or any interest in those rights) are transferred or passed as a result of a merger, division, reconstruction or other reorganization involving that party. For this purpose, references to a party's rights under this Agreement include any similar rights to which another person becomes entitled as a result of a novation of this Agreement.

27WAIVER

28COUNTERPARTS

29TIME OF THE ESSENCE

30SUB-CONTRACTING

With the prior written consent of the Client (such consent not to be unreasonably withheld or delayed) the Contractor may perform any or all of its obligations under this Agreement through agents or sub-contractors, provided that the Contractor shall remain liable for such performance and shall indemnify the Client against any loss or damage suffered by the Client arising from any act or omission of such agents or sub-contractors. Any breach of this Agreement by any sub- contractor, including without limitation, the Staff Augmentation Consultant, will be deemed to be a breach of this Agreement by the Contractor.

31SET-OFF

Where either party has incurred any liability to the other party, whether under this Agreement or otherwise, and whether such liability is liquidated or unliquidated, each party may set off the amount of such liability against any sum that would otherwise be due to the other party under this Agreement. Any failure by either party to set-off or deduct any amount from sums due to the other party will not constitute a waiver of that party’s right to set-off, deduct or collect such amount.

32MEDIATION

Any dispute between the parties to this Agreement involving the non-performance or breach of this Agreement or any of its terms, shall on the written request of either party served on the other, be submitted first for mediation at the Dispute Resolution Centre in Florida US within twenty (20) Business Days of the receipt of the abovementioned notice. Where the decision is taken to pursue mediation, the Parties shall appoint a mediator, who shall be a qualified Attorney-at-Law of no less than ten (10) years’ good standing in Florida or failing agreement within thirty (30) days to be appointed by the President for the time being of The Florida Bar. In the event that no settlement is reached via mediation, then the following shall apply:

32.1 The parties irrevocably agree that Florida’s Supreme Court shall have jurisdiction to hear and determine any suit action or proceeding, and to settle any disputes, which may arise out of or in connection with this Agreement.

32.2 The parties irrevocably waive any objection which they may have now or in the future to Florida’s Supreme Court being nominated for the purpose of sub clause 32.1 above and agree not to claim that any such court is not a convenient or appropriate forum.

33 LOCATION OF WORK

The physical location from which the Contractor will work is onsite and/or offsite. The Client shall be responsible for travel, meals or other related expenses, that are reasonably incurred in connection with the provision of the Services under this Agreement and as approved by the Client. A maximum limit for such expenditure can be added where deemed necessary.

34PROPER LAW AND JURISDICTION

This Agreement and all matters arising from it and any dispute resolutions referred to below shall be governed by and construed in accordance with Florida law.

35REPLACING ON-SITE CONSULTANTS

The Contractor will use commercially reasonable efforts to ensure continuity of on-site Consultants assigned to provide the Services and will provide the Client with prior notification of any need for replacements and make such replacements upon receipt of consent to such change by the Client within 6 days.

36NON-SOLICITATION

The Client agrees that for the entire duration of contract with the Contractor and for two (2) years after termination, not to directly or indirectly employ, contract with or otherwise do business with any of the Contractor's employees or other employee. Notwithstanding the forgoing, the Client will not be prohibited from hiring or contracting for the services of a former employee of the Contractor who (i) has terminated his or her employment relationship with the Contractor without solicitation or inducement from the Client, (ii) responds to any advertisement or general solicitation (including through the use of executive recruiters) that is not specifically targeted at employees of the Contractor (whether posted on a public site on the internet or in a newspaper, magazine or other publication); or (iii)_is submitted to the Client or any of its affiliates by a third-party unaffiliated employment agency. A general advertisement by the Client for employment that is not targeted at an employee or former employee, or group of such employees shall not constitute a breach of the obligations of the Client under this Clause 36.

SCHEDULE I

Statement of Work No. SOW Effective Date:

This Statement of Work is issued under the Consultancy Services Agreement (the “Agreement”) effective ______________ by and between _Ingenuity Technologies Inc. (“Contractor”) and Ernst & Young Services Limited (“the Client”). This Statement of Work includes the terms and conditions of the Agreement, which are hereby incorporated by this reference as though the same was set forth in its entirety and shall be effective upon full execution of the parties. In the event the terms of any SOW are inconsistent with or are in conflict with the terms of the Agreement, the terms of the Agreement shall prevail. In the event the terms of any document expressly referred to herein are inconsistent with or are in conflict with the terms of the Agreement or this SOW, the terms of the SOW and/or Agreement, as the case may be, shall prevail. All capitalized terms which are not defined herein shall have the same meanings as set forth in the Agreement.

1. Scope of Services

Description of the work to be done.

2. Deliverables

Description of deliverables of project.

3. Estimated Schedule/Term of SOW

Estimation of duration of work.

4. Price and Payment Terms:

Price

· Payment Terms

Invoices will be submitted every 2 weeks (biweekly) upfront and payment are due within 10 days.

This Statement of Work is expressly made a part of the Agreement and constitutes a binding agreement between the Client and the Contractor for the performance of the Services. Please indicate your acceptance by signing below.

SCHEDULE II

SERVICES

The Contractor is able to:

(A) Provide business analysis, quality assurance and other relevant support to the Client as may be required. This support shall include:

(1) Talent As A Service (TAAS)

(2) Communicating with Clients to obtain information as part of requirements analysis or to communicate solutions as necessary within the scope of assigned projects.

(3) Documenting process flows and procedures.

(4) Digital Transformation

(5) Information Technology Services

(B) Software Development services.

(C) Production and other department services/ resources

(D) Adhere to the Client’s processes, procedures and standards as documented in the Change

Management and Quality Assurance Policies and/or communicated via other written form.

(E) Providing guidance/consulting services to development of personnel to facilitate the resolution/prevention of project related issues.