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CONTRACTOR AGREEMENT REF: jescobar This Contractor Agreement ("Agreement") is entered into as of August 5th, 2024 (the "Effective Date"), between: Klazify, Inc., Incorporation having its principal place of business at 651 N Broad St Suite 206, Middletown, United States, 19709, email address: [email protected], registered in United States under the number 30-1275625 ("Client"), and Jonathan Escobar, having its principal place of business at Calle Cayetano Valdez 3672, Hurlingham, Buenos Aires, Argentina, C1688, registered under the number 38.322.948 and email address: [email protected], ("Contractor"). Client and Contractor desire to have Contractor perform services for Client, subject to and in accordance with the terms and conditions of this Agreement. NOW, THEREFORE, the parties agree as follows: 1. 1.a. SERVICES Statements of Work. From time to time, Client and Contractor may execute one or more statement(s) of work, substantially in the form attached hereto as Exhibit A, detailing the specific services to be performed by Contractor (as executed, a "Statement of Work"). Each Statement of Work will expressly refer to this Agreement, will form a part of this Agreement, and will be subject to the terms and conditions contained herein. A Statement of Work may be amended only by a signed (by each party's authorized signatory) and written agreement of the parties. 1.b. Performance of Services. Contractor will perform the services described in each Statement of Work (the "Services") in accordance with the terms and conditions set forth in each Statement of Work and this Agreement. Unless otherwise agreed by Client, Contractor will determine, in Contractor's sole discretion, the manner and means by which the Services are accomplished, subject to the requirement that Contractor will at all times comply with applicable law and any compliance policies drawn to Contractors' attention insofar as they are applicable to independent contractors. 1.c. Equipment and Facilities. Unless otherwise provided in a Statement of to the term of this Agreement, use Client's Confidential Information for any purpose whatsoever other than the performance of the Services on behalf of Client. Contractor and/or its employees and/or any third party affected by the Contractor to the services will neither deliver, reveal, nor report any Confidential Information obtained or created pursuant to this Agreement, to any federal, state or local government body or agency, or to any other person or entity, public or private, without (i) express prior written permission of Client, or (ii) a court or administrative order requiring disclosure. In the event that Contractor forms the opinion that it is required by applicable law to disclose any of Client's Confidential Information, or is served with a witness summons, subpoena, or court or administrative order requiring disclosure of any Confidential Information, Contractor will, prior to making such disclosure, immediately notify Client in writing, and will, in accordance with Client's direction, respond, appeal or challenge such witness summons, subpoena, or court administrative order, prior to disclosure, and will cooperate fully with Client in responding to, appealing or challenging any such witness summons, subpoena, or court or administrative order; except that this Section 5.3 will not apply where Contractor is required by law to disclose Client's Confidential Information without notice to Client. Neither Contractor nor Contractor's related entities, or subcontractors, nor their respective employees will disclose any Confidential Information to any third party, nor will they use or allow the use of any Confidential Information, to further any private interest other than as contemplated by this Agreement. Contractor will take appropriate measures to ensure the confidentiality and protection of all Confidential Information and to prevent its disclosure or its inappropriate use by Contractor or its subcontractors, or by Contractor's or its subcontractors' respective employees or related entities. Contractor's obligations under this Section shall survive the expiration or termination of this Agreement. 5.d. Former or Concurrent Client's Confidential Information. Contractor agrees that Contractor and/or its employees and/or any third party affected by the Contractor to the services will not, during the term of this Agreement, improperly use, disclose, or induce Client to use any confidential information of any third party including, but not limited to, any former or concurrent client of Contractor and/or its employees and/or any third party affected by the Contractor to the services. Contractor and/or its employees and/or any third party affected by the Contractor to the services will not bring onto the premises or devices of Client any confidential information belonging to any third party. Contractor and/or its employees and/or any third party affected by the Contractor to the services will indemnify Client and hold it harmless from and against all claims, liabilities, damages and expenses (including reasonable legal fees, expenses and costs) arising out of or in connection with any violation or claimed violation of a third party's rights resulting in whole or in part from the Client's use of such third party's confidential information by Contractor and/or its employees and/or any third party affected by the Contractor to the services in connection with Contractor's fulfillment of its obligations under this Agreement. 5.e. Third Party Confidential Information. Contractor recognizes that Client has received and may receive, in the future, confidential information of third parties subject to a duty on the Client's part to maintain the confidentiality of such information and to use it only for certain limited purposes. Contractor agrees: 5.f. a. that Contractor and/or its employees and/or any third party affected by the Contractor to the services owes Client and any such third party, during the term of this Agreement and thereafter, a duty to hold all such confidential or proprietary information in the strictest confidence; b. to treat any such third-party confidential information as if it was Client's Confidential Information; and c. not to disclose it to any person, firm, corporation or other entity or to use it except as necessary in carrying out the Services for Client consistent with Client's agreement with such third parties. Return of Materials. All documents and other tangible objects containing or representing Confidential Information and all copies thereof that are in the possession of Contractor will be and remain the property of Client, and Contractor will promptly return such Confidential Information and all copies thereof (including electronic copies) to Client upon termination or/and expiration of this Agreement or upon Client's earlier request, whichever the earlier. Contractor shall not keep any copies of the above materials, and once returned to Client in full, Contractor shall delete or destroy any copies which have remained in its possession. 6. DATA PROTECTION 6.a. To the extent that the nature of the Services requires Contractor to process Personal Data (as defined below), Contractor will (and procures that any subcontractor will) process all Personal Data in accordance with, where and as applicable, the General Data Protection Regulation 2016/679 under European Union law ("GDPR") on data protection and privacy, the California Consumer Privacy Act ("CCPA"), data protection legislation of the United Kingdom, Argentinean Data Protection Law No. 25,326 and all other applicable data protection laws (collectively, the "Data Protection Laws"). "Personal Data" will have the meaning set forth in Article 4 of the GDPR, or as such term is defined under the laws of any territory with jurisdiction over this Agreement related to the protection of Personal Data. 6.b. Contractor will fully comply with any reasonable instructions from and on behalf of Client regarding the processing of that Personal Data. The parties will inform each other immediately of any suspected or confirmed Personal Data breaches or unauthorized or unlawful processing, loss, or destruction of, or damage to Personal Data processed by a party in connection with Contractor's provision of the Services. To the extent that the Services consist of the development of software, Contractor will develop the software in compliance with Data Protection Laws. 6.c. Without prejudice to the generality of this clause relating to data protection, Contractor will and ensures that its subcontractors and employees will: 6.d. a. cooperate fully with Client in order to enable Client to comply with its obligations under Data Protection Laws (including in relation to subject access requests, security, breach notifications, privacy impact assessments, consultations with supervisory authority or regulators); b. implement and maintain appropriate technical and organizational measures against unauthorized and unlawful processing of Personal Data and against accidental loss and destruction of or damage to Personal Data; c. process any Personal Data disclosed to Contractor by or on behalf of Client only a. for the purposes of providing the Services; and b. for the purposes for which that Personal Data was obtained and is processed by Client; c. immediately provide such evidence of Contractor's compliance with Contractor's obligations under Data Protection Laws as Client may from time to time reasonably request; and d. immediately upon notification by Client, take all appropriate action to enable Client to properly comply with any request from a data subject in relation to access to and/or rectification or erasure of Personal Data. Contractor understands and agrees that Client may, at Client's sole discretion, carry out monitoring of Client's communications facilities used by Contractor (email supplied by client, phone, mobile phone and computer communication) to monitor, prevent, detect or investigate any possible unauthorized use of Client's communications systems, wrongdoing or non- compliance with Client's practices and procedures by Contractor, its employees and subcontractors. 6.e. Client will collect and process Contractor's Personal Data in accordance with its privacy notice and applicable laws. 7. WARRANTIES 7.a. No Pre-existing Obligations. Contractor represents and warrants that Contractor (and any subcontractor) has no pre-existing obligations or commitments (and will not assume or otherwise undertake any obligations or commitments) that would be in conflict or inconsistent with or that would hinder Contractor's performance of Contractor's obligations under this Agreement. 7.b. Performance Standard and Compliance. Contractor covenants that Contractor (and any subcontractor) will perform the Services in a thorough and professional manner, consistent with high professional and industry standards by individuals with the requisite training, background, experience, technical knowledge and skills to perform Services. Any deviation in the quality of the Services will be remedied by Contractor upon written notice to this effect by Client. Contractor will (and will ensure that any subcontractor will): 7.c. a. comply with all applicable laws, regulations, codes and sanctions relating to anti-bribery and anti-corruption; b. promptly report to Client any request or demand for any undue financial or other advantage of any kind received by Contractor in connection with the performance of this Agreement; c. not engage in any activity, practice or conduct which would constitute either a tax evasion facilitation offence or a foreign tax evasion facilitation offence; d. promptly report to Client any request or demand from a third party to facilitate the evasion of tax or any suspected tax evasion offence or facilitation of tax evasion offences whether under local law or under the law of any foreign country, in connection with the performance of this Agreement; and e. comply with all applicable laws and policies notified to Contractor regarding a prohibition against discrimination, harassment and bullying; and f. as required, certify to Client in writing Contractor's compliance with this clause. Non-infringement. Contractor represents and warrants that Contractor Work Product does not, and will not infringe, misappropriate or violate the proprietary rights of any third party, including, without limitation, any Intellectual Property or any rights of privacy or rights of publicity, except to the extent any portion of Contractor Work Product is created, developed or supplied by Client or by a third party on behalf of Client. 7.d. Competitive Activities. Contractor agrees that during the duration of this contract and for a period of three (3) years after the end of that term, the Contractor will not give advice or lend credit, money or the Contractor's reputation to any natural person or business entity engaged in a competing business in any geographic area in which the Client conducts its business, and the Contractor will not, directly or indirectly, as employee, owner, sole proprietor, partner, director, member, consultant, agent, founder, co-venturer or otherwise, solely or jointly with others, engage in any business that is in competition with the business of the Client within the following geographic area: Worldwide 7.e. Non-Solicitation of Personnel. Contractor understands and agrees that any attempt on the part of the Contractor to induce other employees or contractors to leave the Client's workforce, or any effort by the Contractor to interfere with the Client's relationship with its other employees and contractors would be harmful and damaging to the Client. The Contractor agrees that during the Retainer, and for a period of three (3) years after the end of that term, the Contractor will not in any way, directly or indirectly: • • • Induce or attempt to induce any employee or contractor of the Client to quit employment or retainer with the Client; Otherwise interfere with or disrupt the Client's relationship with its employees and contractors; Discuss employment opportunities or provide information about competitive employment to any of the Client's employees or contractors; or Solicit, entice, or hire away any employee or contractor of the Client for the purpose of an employment opportunity that is in competition with the Client. This non-solicitation obligation as described in this section will be limited to employees or contractors who were employees or contractors of the Client during the period that the Contractor was retained by the Client. During the duration of this contract, and for three (3) years thereafter, the Contractor will not divert or attempt to divert from the Client any business the Client had enjoyed, solicited, or attempted to solicit, from its customers, prior to termination or expiration, as the case may be, of the duration of this contract. 8. 8.a. TERM AND TERMINATION Term. This Agreement will commence on the Effective Date and will remain in full force and effect for two (2) calendar years from the Effective Date and shall be automatically renewed for each subsequent calendar year, unless terminated earlier in accordance with the terms of this Agreement or a Statement of Work, or this Section 8. This Agreement may be renewed an unlimited number of times. 8.b. Termination for Breach. Except as provided below, either party may terminate this Agreement (including all Statements of Work) if the other party breaches any material term of this Agreement and fails to cure such breach within ten (10) days following a written notice thereof from the non-breaching party. Client may terminate this Agreement (including all Statements of Work) with immediate notice and with no liability to make any further payments to Contractor (other than in respect of amounts accrued before the Termination Date) if at any time Contractor: a. commits (or any of its subcontractors commits) any gross negligence or intentional misconduct affecting the business of Client, including but not limited to acts of fraud or dishonesty, material breaches of Client's code of conduct-related rules and policies insofar as they are applicable to independent contractors (including relating to bribery, corruption, tax evasion, data protection, equality and diversity, and health and safety); b. commits (or any of its subcontractors commits) any bribery offense; c. commits (or any of its subcontractors commits) a local or foreign tax evasion facilitation offense; d. is wound-up or declared bankrupt or makes arrangements with or for the benefit of Contractor's creditors or has a court administration order made against Contractor for the reimbursement of Contractor's creditors. 8.c. Termination for Convenience. Either party may terminate this Agreement (including all Statements of Work) at any time, without assigning any reason, upon at least ten (10) days written notice to the other party. Client may also terminate an individual Statement of Work at any time, without assigning any reason, upon at least ten (10) days written notice to Contractor. 8.d. Effect of Termination. Upon the expiration or termination of this Agreement for any reason: (i) Contractor will promptly deliver to Client all Contractor Work Product, including all work in progress on any Contractor Work Product not previously delivered to Client, if any, including any electronic copies thereof; (ii) Contractor will promptly deliver to Client all Confidential Information in Contractor's possession or control, including any electronic copies thereof; and (iii) Client will pay Contractor any accrued but unpaid fees due and payable to Contractor pursuant to Section 2. 8.e. Survival. The rights and obligations of the parties under Sections 2, 3, 4, 5, 6, 7.3, 7.5, 8.5, 8.6, 9, 10, and 11 will survive the expiration, new statements of work or termination of this Agreement to the maximum period granted under the applicable law. 9. LIMITATION OF LIABILITY 9.a. Nothing in this Agreement will exclude or limit either party's liability for losses incurred by the other party resulting from: death or personal injury due to the willful intent, gross negligence of the other party or that of their employees, affiliates or subcontractors; a party's fraud or fraudulent misrepresentation; a contractor breach of the warranty of non infringement under Section 7.3; or a party's breach of applicable law. 9.b. Subject to the provisions above, neither party will be liable in contract, tort (including, without limitation, negligence), pre-contract or other representations (other than fraudulent misrepresentation) or otherwise arising out of or in connection with this Agreement for: a. any economic losses (including, without limitation, loss of revenues, profits, contracts, data, business, anticipated savings or cost of substitute services); b. any loss of goodwill or reputation; or c. any special, indirect or consequential losses suffered or incurred by a party arising out of or in connection with the provisions of, or any matter under the Agreement; whether or not such losses were within the contemplation of the parties on the Effective Date. IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES OF ANY KIND IN CONNECTION WITH THIS AGREEMENT, EVEN IF THE PARTY HAS BEEN INFORMED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT AS OTHERWISE SET FORTH IN THIS SECTION 9, EACH PARTY'S MAXIMUM LIABILITY WILL NOT EXCEED THE UNDISPUTED OUTSTANDING BALANCES OWED TO CONTRACTOR. 10. GENERAL 10.a. Assignment. Contractor may not assign, transfer or delegate this Agreement or any of the Services, in whole or in part, without Client's express prior written consent. Any attempt by Contractor to assign or transfer this Agreement, without such consent, will be void. Subject to the foregoing, this Agreement will bind and benefit the parties and their respective successors and assigns. 10.b. No Election of Remedies. Except as expressly set forth in this Agreement, the exercise by Client of any of its remedies under this Agreement will not be deemed an election of remedies and will be without prejudice to its other remedies under this Agreement or available at law or in equity or otherwise. 10.c. Equitable Remedies. Client will have the right to enforce this Agreement and any of its provisions by injunction, specific performance or other equitable relief, to the extent permissible under applicable laws, without having to post a bond or other consideration, in addition to all other remedies that Client may have for a breach of this Agreement at law or otherwise. 10.d. Attorneys' Fees. If any action is necessary to enforce the terms of this Agreement, the substantially prevailing party will be entitled to reasonable attorneys' fees, costs and expenses in addition to any other relief to which such prevailing party may be entitled. 10.e. Governing Law and Arbitration. Any dispute or claim arising out of or related to this Agreement, or breach or termination thereof, will be finally settled by binding arbitration in the city of Delaware, United States pursuant to the International Arbitration Rules and Procedures of the Judicial Arbitration and Mediation Service, Inc. ("JAMS") then in effect by a single JAMS arbitrator with substantial experience in resolving complex commercial contract disputes. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The arbitrator will apply law to the merits of any dispute or claim, without reference to rules of conflict of law, and shall have the authority to award any and all available remedies, including legal and equitable relief. The parties may apply to any court of competent jurisdiction for a temporary restraining order, preliminary injunction, or other interim or conservatory relief, as necessary, without breach of this arbitration agreement and without any abridgment of the powers of the arbitrator. The arbitral proceedings and all pleadings and written evidence shall be in the English language. Any written evidence originally in a language other than English shall be submitted in English translation accompanied by the original or true copy thereof. The prevailing party will be entitled to receive from the non-prevailing party all costs, damages and expenses, including reasonable attorneys' fees, incurred by the prevailing party in connection with that action or proceeding, whether or not the controversy is reduced to judgment or award. The prevailing party will be that party who may be fairly said by the arbitrator(s) to have prevailed on the major disputed issues. Contractor hereby consents to the arbitration in the State of in the city of Delaware. 10.f. Severability. If any provision of this Agreement is held invalid or unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement will remain in full force and effect, and the provision affected will be construed so as to be enforceable to the maximum extent permissible by law. 10.g. Waiver. The failure by either party to enforce any provision of this Agreement will not constitute a waiver of future enforcement of that or any other provision. 10.h. Notices. All notices required or permitted under this Agreement will be in writing, will reference this Agreement, and will be deemed given when delivered via e-mail. All such notices will be sent to the e-mail addresses set forth above or to such other e-mail addresses as may be specified by either party to the other party in accordance with this Section 10.8. 10.i. Entire Agreement. This Agreement, together with all Statements of Work, constitutes the complete and exclusive understanding and agreement of the parties with respect to its subject matter and supersedes all prior understandings and agreements, whether written or oral, with respect to its subject matter. Each party acknowledges that in entering into this Agreement it does not rely on any statement, representation, assurance or warranty that is not set out in this Agreement (including any Statement of Work). No term of any Statement of Work will be deemed to amend the terms of this Agreement unless a Statement of Work references a specific provision in this Agreement and provides that the Statement of Work is amending only that specific provision of this Agreement and only with respect to Services performed pursuant to such Statement of Work. Any waiver, modification or amendment of any provision of this Agreement will be effective only if in writing and signed by the parties hereto. Each party agrees that it will have no claim for innocent or negligent misrepresentation based on any provision of this Agreement. 10.j. No Partnership. This Agreement does not create a partnership or joint- venture relationship. 10.k. Counterparts. This Agreement may be executed in counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument. 10.I. Modifications. This Agreement may be modified only by a contract in writing executed by the parties to this Agreement against whom enforcement of such modification is sought. 10.m. Third-Party Rights. The parties do not intend that any term of this Agreement will be enforceable by any person who is not a party to this Agreement. 10.n. Electronic Signatures. Except where prohibited by law, the parties consent to use Deel's electronic signature service to execute this Agreement and agree that such signatures are valid and binding on the parties. 11. DTSA. NOTICE: This agreement does not affect any immunity under 18 USC Sections 1833(b) (1) or (2), which read as follows (note that for purposes of this statute only, individuals performing work as contractors or consultants are considered to be employees): 1. An individual shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that (A) is made (i) in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. 2. An individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual (A) files any document containing the trade secret under seal; and (B) does not disclose the trade secret, except pursuant to court order. IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date. CLIENT CONTRACTOR Signature: Klazify Inc. Signature: Date: Date: Work, Contractor will perform the Services at Contractor's offices or facilities, using Contractor's instruments, equipment and tools. Contractor will determine the time, place and order in which Contractor will perform the Services in accordance with any milestones and/or timeline set forth in a Statement of Work. 1.d. Subcontractors. Contractor may appoint a suitably skilled substitute in replacement of the initial personnel and shall be entitled to subcontract the performance of the Consultancy Services, provided that Client is satisfied that the sub-contractor possesses the necessary skills, expertise and resources to perform those elements of the Services and that Contractor ensures the substitute or subcontractor will abide by the same obligations Contractor is subject to under the terms of this Agreement regarding confidentiality, intellectual property, data protection, anti-bribery, anti-corruption, anti-tax avoidance; if so required, Contractor will ensure that the subcontractor or substitute enters into direct undertakings with Contractor regarding these obligations. Contractor will continue to be bound by all the obligations in this Agreement and will invoice the Client and be responsible for the remuneration of the substitute or subcontractor. Contractor will keep Client fully and effectively indemnified against any reasonable costs, claims or expenses that may be incurred by it as a result of the use of such subcontractors including the reasonable cost of all instruction (necessitated by the subcontracting) for the sub-contractor. 2. PAYMENT 2.a. Fees. As Contractor's sole compensation for the performance of Services, Client will pay Contractor the fees specified in each Statement of Work in accordance with the terms set forth therein. Contractor acknowledges and agrees that, if specified in a Statement of Work, Client's payment obligation will be expressly subject to Contractor's completion of Services provided therein or achievement of certain milestones to Client's reasonable satisfaction. 2.b. Expenses. Unless otherwise provided in the Statement of Work, travel and related expenses incurred in the course of performing the Services hereunder, will be in charge of Contractor. 2.c. Payment Terms. The payment terms will be set forth in the Statement of Work. The parties will use their respective commercially reasonable efforts to promptly resolve any payment disputes. 2.d. Payment Method. The client will make the payment to the Contractor in accordance with the payment method established in the Statement of Work. The EXHIBIT A STATEMENT OF WORK 1 REF: jescobar This Statement of Work is issued under and subject to all of the terms and conditions of Contractor Agreement dated as of August 5th, 2024, between Client and Contractor. DESCRIPTION OF SERVICES Contract name: Jonathan Escobar Scope: Its primary objective will be to register APIs, monitor APIs and services, detect errors, and implement the necessary corrections to restore services. Additionally, it will be responsible for providing technical support to our clients, building long-term relationships with them. These and other tasks as assigned. The Contractor must work Monday to Friday from 9 AM to 6 PM (GMT-3) in a full-remote mode. Therefore, the Contractor must have an Internet connection and a computer that allows for uninterrupted work. On weekends, the Contractor will be required to work in a rotating on-call schedule (approximately one weekend per month), during which they must be able to respond to emergencies with an available Internet connection. These on-call duties are included within the previously mentioned fee, and no additional payment will be provided. On public holidays, the Contractor will cover a rotating active on-call schedule, during which they will provide service as on any normal working day. Service provided on public holidays will be compensated as an additional payment to the established fee, calculated as follows: Fixed Fee / 30 x 200%. Milestones and Payment terms: Starting on August 5th, 2024, Contractor will get paid for the work performed and approved every month a fixed sum of USDT 450 (USD Tether) plus an extra of up to USDT 150 according to the achievement of the objectives established at the beginning of each month. Given that the first month is considered a learning period, no objectives will be set, and therefore, the extra amount will not be paid. Starting from the second month, objectives will be established, and the extra amount will be paid with a one-month delay. For example, the extra for the month of September will be paid along with the fixed sum for October. This allows the Client sufficient time to verify the objectives set for the previous month. Payment will be made via the Binance Pay to the following deposit address [email protected] (Binance User). The payment will be paid out between the last business day of each month and the 5th business day of the following month. All commissions, fees and other charges that are collected upon receipt of payment, will be borne by the Contractor. Termination date: This Statement of Work may be terminated in accordance with the provisions of the Terms and Termination section of the Contractor Agreement or ten (10) days after a termination notice is provided. IN WITNESS WHEREOF, the parties have executed and agreed to this additional Statement of Work for the contract as of August 5th, 2024. CLIENT CONTRACTOR Signature: Klazify Inc. Signature: Date: Date: payment method may be modified in the future according to the convenience of the Client and the Contractor. The change must be documented with a new Statement of Work. Client will collect and process Contractor's Personal Data in accordance with its privacy notice and applicable laws. 3. 3.a. RELATIONSHIP OF THE PARTIES Independent Contractor. Contractor is an independent contractor of Client and nothing in this Agreement will be construed as establishing an employment or agency relationship between Client on the one hand and Contractor or Client and Contractor's employees ("Contractor´s Employees") or any third party hired by the Contractor to render the services under this Agreement ("Contractor's Providers") on the other hand. Client will not be responsible for any of Contractor's labor, social security, tax or union obligations. Contractor shall exclusively and completely assume such obligations, due to the fact that Contractor and Client are independent from each other, that they are legally and economically independent and autonomous, and that all decisions regarding its employment relationships are under its exclusive control. 3.b. No Authority. Contractor will have no authority to enter into agreements that bind Client or create obligations on the part of Client without the prior written authorization of Client. Contractor will not hold itself out as being an employee, agent, partner or assignee of Client, as having any authority to bind Client or to incur any liability on behalf of Client, and will make such absence of authority clear in its dealings with any third parties. 3.c. Status. This Agreement is one for the provision of services and not a contract of service or employment and accordingly, Contractor will be solely responsible for (a) payment of all taxes, salaries, benefits, gratifications, national insurance premiums, social security withholdings and contributions, union payments, if applicable, withholding taxes, workers' compensation, unemployment and disability insurance, and any other payment, liability, deduction, contribution, assessment or claim arising from or made in connection with the performance of the Services required by any government agency; and (b) compliance with all applicable labor and employment requirements with respect to Contractor's self- employment, sole proprietorship or other form of business organization. Contractor will report to all applicable government agencies as income all compensation received by Client pursuant to this Agreement. Contractor will ensure that none of its employees hold themselves out as being the employees of Client or having any authority at any time to bind Client, or otherwise attempt to claim any employment or other relationship with Client. Contractor also commits itself to: 1. Contract an insurance, which shall cover all damage derived from work, labor illnesses and/or any disability contracted because or during work and which includes the provisions of the Law No. 24,557, Law 26,773, Law 27,348 and related. The insurance shall also cover any claim based on the civil and commercial law (sections 1741, 1721, 1722, 1724, 1728, 1731, 1751, 1753, 1757, 1758, 1769 and related to the Civil and Commercial Code). The policies shall cover all Contractor's Employees, if applicable, under a labor relationship with Contractor during the term of the Agreement. Client will be entitled to require, at any time, evidence of the monthly payments of the contracted insurance policies. In case Contractor owes any installments of the above mentioned insurance, Client will be entitled to make such payments directly, by depositing the owed amounts in the insurance company or in the Labor Risk Insurer (ART). In this case, Contractor shall reimburse Client all the amounts paid by Client, within 24 hours from being required to do so. 2. Pay all the remunerations, social security withholdings and contributions, family allowances, or any other social security benefit created or to be created in the future, corresponding to the Contractor's Employees, if any, affected to the Agreement, whichever their position or hierarchy may be. 3.d. 3. Fulfill and control the fulfillment by the subcontractors, if any, of all applicable regulations, especially labor regulations, hygiene and security regulations and every administrative regulations applicable to any subcontractor hired by Contractor. Liability. Contractor will be liable for and will indemnify Client for any loss, liability, costs, (including reasonable fees and expenses of attorneys and other professionals), penalties, damages and expenses arising from any breach of the terms of this Agreement and/or any applicable Statement of Work (including its data protection provisions) by Contractor or by a subcontractor engaged by Contractor of the terms of this Agreement (including in relation to data protection obligations) or any other action or inaction by or for or on behalf of Contractor. Contractor will accordingly maintain in force suitable insurance policies. Contractor acknowledges that Client will not carry any liability insurance on behalf of Contractor. Contractor will provide promptly copies of such insurance obtained on reasonable request. Contractor commits itself to allow, authorize and facilitate a complete control and audit of the fulfillment by Client of the obligations according to the labor, social security, union, or collective applicable regulations. To that end, Contractor commits itself to deliver, show, or facilitate the access of Client or any person designated by client to any documentation requested by Client related to Company's Employees, including without limitation, the following: Complete and updated list of Company's Employees affected to the Services; which shall contain full name and surname; identity card number; labor identification code (CUIL) number; entrance date; position; gross monthly salary; receipt of payment of social security withholdings and contributions; certificate of affiliation to and ART according to the law No. 24,557 and related; other insurance policies required by the applicable laws; receipt of payment of union and collective withholdings; paychecks of all Company's Employees; registry provided in section 52 of the Labor Contract Law; name, address, telephone number of the healthcare establishment designated by the ART; and list of the personnel directly affected to the rendering of services related to Contractor's consideration under this Agreement. The Contractor shall send Client the documentation described below within 3 working days form the first day this Agreement is valid and any time such documentation is modified. 1. Labor identification code (CUIL) of the personnel that render services for Contractor and affected to the Services under this Agreement; 2. Number of a Bank checking account in the name of Contractor; Moreover, Contractor shall send Client the following documentation every month: 1. Paychecks of the personnel that render services for Contractor and affected to the Services; 2. Signed copy of the receipts of payment to the social security system; In the event that Contractor or the subcontractors, if any, as the case may be, did not fulfill the obligations agreed in this section or in case Client received any claim from any Contractor's Employees, senior, worker or from any social security authority, or any other claim subject to indemnification pursuant to this section, Client shall be entitled to: (i) terminate this Agreement by exclusive fault of Contractor; (ii) withhold any amount pending of being paid to Contractor hereunder and offset such amount with any received claim; and (iii) claim the damages suffered by him. 3.e. Indemnification by Contractor. Tax Liability Indemnification by Contractor. Contractor shall defend, indemnify and hold Client, its Affiliates, and each of their respective directors, officers, shareholders, agents, and employees (collectively, "Client Entities") harmless from and against all damages, liabilities, losses, penalties, judgments, taxes, interests, fines, expenses, obligations, liabilities and costs (including reasonable fees and expenses of attorneys and other professionals) arising out of or relating to any obligation imposed by law on Client to pay any withholding taxes, social security, unemployment or disability insurance or similar items in connection with compensation received by Contractor pursuant to this Agreement. In the event of any violation by Contractor of applicable law related to this Section 3.5, Contractor will indemnify Client for and in respect of: 3.f. a) payment of all taxes, salaries, benefits, national insurance premiums, social security contributions, withholding taxes, workers' compensation, unemployment and disability insurance, and any other liability, deduction, contribution, assessment or claim arising from or made in connection with the performance of the Services required by any government agency; any claim made by the tax authority, social security, health care organizations or entities or trade unions in any manner related to, resulting from or connected with the services except where recovery by Client pursuant to this Section 3.5 is prohibited by law; ; and all reasonable costs, expenses, penalty, fine or interest incurred or payable by Client in connection with or in consequence of Contractor's failure to pay any amounts due and owing to any government agency; except where Contractor's failure to pay arose out of, was caused by, or was related to Client's negligence or intentional misconduct; and b) any liability arising from any employment-related claim or any claim based on worker status (including reasonable fees and expenses of attorneys and other professionals) brought by Contractor or any subcontractor against Client arising out of or in connection with the provision of the Services as an independent contractor or under a labor relationship, real or apparent, with Contractor, such claim being direct or under a joint and several liability basis or equal principle in any manner related to, resulting from or connected with the Services. Set-off. Client may, in its sole discretion, satisfy any of the indemnities set forth in Section 3.5 (in whole or in part) by way of deduction from any payments due to Contractor. 3.g. No expectation of renewal. Contractor agrees that they have no expectation that this Agreement will be renewed at the expiry of the Contract Period and no representation regarding the renewal shall be valid and binding on Client unless recorded in writing and signed by both Parties. 4. 4.a. OWNERSHIP Disclosure of Work Product. Contractor will, as an integral part of the performance of Services, disclose in writing to Client all inventions, products, designs, drawings, notes, documents, information, documentation, improvements, works of authorship, processes, techniques, know-how, algorithms, specifications, biological or chemical specimens or samples, hardware, circuits, computer programs, databases, user interfaces, encoding techniques, and other materials of any kind that Contractor (or any subcontractor) may make, conceive, develop or reduce to practice, alone or jointly with others, or learned, in whole or in part, by or for or on behalf of Contractor during the term of this Agreement that relate to the subject matter of or arise out of or in connection with performing Services, or that result from or that are related to such Services, whether or not they are eligible for patent, copyright, mask work, trade secret, trademark or other legal protection (collectively, "Contractor Work Product"). Contractor Work Product includes all deliverables that Contractor has undertaken to provide Client in the course of performing the Services 4.b. Ownership of Contractor Work Product. Contractor agrees that all Contractor Work Product will be the sole and exclusive property of Client. Contractor hereby irrevocably transfers and assigns to Client, and agrees to irrevocably transfer and assign to Client, all right, title and interest in and to Contractor Work Product, including all worldwide patent rights (including patent applications and disclosures), copyright rights, mask work rights, trademarks, trade secret rights, know-how, and any and all other intellectual property or proprietary rights (collectively, "Intellectual Property") therein. At Client's request and expense, during and after the term of this Agreement, Contractor will assist and cooperate with Client in all respects, and will execute documents, and will take such further acts reasonably requested by Client to enable Client to acquire, transfer, maintain, perfect and enforce its Intellectual Property and other legal protections for Contractor Work Product. Contractor hereby appoints the officers of Client as Contractor's attorney-in-fact to execute documents on behalf of Contractor for this limited purpose, and agrees to execute a separate power of attorney for this purpose if instructed to do so by Client. 4.c. Moral Rights. To the fullest extent permitted by applicable law, Contractor also hereby irrevocably transfers and assigns to Client, and agrees to irrevocably transfer and assign to Client, and waives and agrees never to assert, any and all Moral Rights (as defined below) that Contractor may have in or with respect to any Contractor Work Product, during and after the term of this Agreement. "Moral Rights" mean any right to which Contractor is now or may be at any future time be entitled to claim authorship of a work, to object to or prevent the modification or destruction of a work, to withdraw from circulation or control the publication or distribution of a work, and any similar right, existing under judicial or statutory law of any country in the world, or under any treaty, regardless of whether or not such right is called or generally referred to as a "moral right.” 4.d. Related Rights. To the extent that Contractor owns or controls (in the present or in the future) any patent rights, copyright rights, mask work rights, trade secret rights, trademarks or any other intellectual property or proprietary rights that may block or interfere with, or may otherwise be required for, the exercise by Client of the rights assigned to Client under this Agreement (collectively, "Related Rights"), Contractor hereby grants or will cause to be granted to Client a non-exclusive, royalty-free, irrevocable, perpetual, transferable, worldwide license (with the right to sublicense) to make, have made, use, offer to sell, sell, import, copy, modify, create derivative works based upon, distribute, sublicense, display, perform and transmit any products, software, hardware, methods or materials of any kind that are covered by such Related Rights, to the extent necessary to enable Client to exercise all of the rights assigned to Client under this Agreement. 4.e. Contractor acknowledges that except as provided by law, no further fees or compensation other than those provided for in this Agreement are due or may become due to Contractor in respect of the performance of the obligations under this section 4. 4.f. Nothing contained in this Agreement will be construed to preclude Client from exercising any and all of its rights and privileges as sole and exclusive owner of all of the Intellectual Property owned by or assigned to Client under this Agreement. Client, in exercising such rights and privileges with respect to any particular item of Intellectual Property, may decide not to file any patent application or any copyright registration on such Intellectual Property, may decide to maintain such Intellectual Property as secret and confidential, or may decide to abandon such Intellectual Property, or dedicate it to the public. The Contractor will have no authority to exercise any rights or privileges with respect to the Intellectual Property owned by or assigned to Client under this Agreement. 4.g. Exploitation. If any part of the Services or Intellectual Property or information provided hereunder is based on, incorporates, or is an improvement or derivative of, or cannot be reasonably and fully made, used, reproduced, distributed and otherwise exploited (collectively, "Exploited") without using or violating technology or intellectual property rights owned by or licensed to Contractor (or any person involved in the Services) and not assigned hereunder, Contractor hereby grants Client and its successors a perpetual, irrevocable, worldwide royalty-free, non-exclusive, sublicensable right and license to fully Exploit and exercise all such technology and intellectual property rights in support Client's exercise or exploitation of the Services, Intellectual Property, other work or information performed or provided hereunder, or any assigned rights (including any modifications, improvements and derivatives of any of them). 5. CONFIDENTIAL INFORMATION 5.a. Definition of Confidential Information. For purposes of this Agreement, all information Client provides to Contractor whether or not such information is marked "confidential", all information pertaining to the Services performed by Contractor, all Contractor Work Product, Client's Intellectual Property, this Agreement, and all information regarding Client's business, including, without limitation, the identity of Client, will be deemed and treated as strictly confidential, non-public information ("Confidential Information") unless and until Client specifically authorizes Contractor in writing that any such information may be treated as public. Except as specifically required by law, Contractor may disclose Confidential Information only with Client's prior written consent. Contractor will have no authority to disclose Confidential Information except in accordance with this section. Information already or generally available to the public (other than as a result of Contractor's breach of these provisions) will not be considered Confidential Information. 5.b. Economic Value of Confidential Information. Contractor acknowledges that Confidential Information has independent economic value, actual or potential, that is not generally known to the public or to others who could obtain economic value from its disclosure or use, and that the Confidential Information is subject to a reasonable effort by Client to maintain its secrecy and confidentiality. Except as essential to Contractor's obligations under this Agreement, Contractor will not disclose any information pertaining to this Agreement, the terms of this Agreement, or any of the Confidential Information. Except as essential to Contractor's obligations pursuant to its relationship with Client, Contractor will not make any duplication or other copy of Client's Confidential Information. 5.c. Non-Use and Non-Disclosure. Contractor and/or its employees and/or any third party affected by the Contractor to the services will not, during or subsequent