ADGM Independent Contractor Agreement

Interpretation

Where a party is an individual, "it" and "its" include him or her and his or her, and a reference to a party becoming insolvent or bankrupt includes bankruptcy or any equivalent procedure for an individual in any jurisdiction.

Engagement

The Company engages the Contractor to provide the Services during the Term.

The Contractor must perform the Services with reasonable skill, care and diligence and in accordance with applicable law, and promptly tell the Company of any actual or expected material delay.

The Contractor must deliver the Deliverables in the agreed form and by any agreed timetable.

The Contractor decides how, when and where to perform the Services, subject only to agreed outcomes and deadlines, applicable law and the Company's reasonable site, security and health-and-safety requirements.

Fees and Expenses

The Contractor may invoice the Fees monthly. The Company must pay each valid invoice within the Payment Period.

If the Company disputes an invoice in good faith, it must notify the Contractor promptly with reasons and pay the undisputed amount within the Payment Period, and the parties must seek promptly to resolve the dispute.

The Company must reimburse reasonable out-of-pocket expenses incurred solely for the Services if it approved them in writing in advance and the Contractor provides reasonable evidence of them.

The Fees are exclusive of any VAT properly chargeable by the Contractor. The Contractor is responsible for the Contractor's own taxes, social contributions and registrations, except taxes that the law requires the Company to withhold.

Independent Status

The Contractor acts as an independent contractor and not as an employee, worker, agent or partner of the Company. This agreement is not a contract of employment for the purposes of the ADGM Employment Regulations 2024, and gives neither party authority to bind the other.

Unless agreed otherwise in writing, the Contractor provides the equipment, tools and other resources needed to perform the Services. The Contractor may provide services to others while this agreement continues, provided this does not breach the Confidentiality or Intellectual Property clauses or prevent the Contractor from providing the Services, and must hold any licence, permit or visa the law requires for the Services.

Insurance

The Contractor must maintain appropriate insurance for the Contractor's business and the Services, with cover of at least USD 1,000,000 for each claim, and provide reasonable evidence of cover on request.

Confidentiality

Each party must keep the other party's non-public information disclosed in connection with this agreement ("Confidential Information") confidential and use it only to perform or receive the Services and exercise its rights under this agreement.

Confidential Information does not include information that the receiving party can show is or becomes public other than through breach of this agreement, was lawfully known to it without restriction before disclosure, is lawfully received from a third party without restriction, or is independently developed without use of the other party's Confidential Information.

A party may disclose Confidential Information to its professional advisers, insurers and approved subcontractors who need to know it and are bound by equivalent confidentiality obligations, or where required by law or a competent authority, giving prior notice of compelled disclosure where lawful and practicable.

Intellectual Property

The Contractor assigns to the Company, with full title guarantee and with effect from creation, all intellectual property rights in the Work Product, including the rights of reproduction, adaptation, translation, distribution, rental, broadcasting and communication to the public, for any purpose and by any means of exploitation, worldwide and for the full term of protection. The Fees include consideration for this assignment.

The Contractor must promptly sign any confirmatory assignment and other document reasonably required to record, perfect or enforce the Company's rights in the Work Product. To the extent the law permits, the Contractor waives any moral rights in the Work Product or, where they cannot be waived, consents to the Company publishing, adapting and modifying the Work Product and agrees not to object to that use.

The Contractor keeps ownership of materials, tools, methods and intellectual property developed independently of the Services. To the extent they are incorporated in or needed to use the Work Product, the Contractor grants the Company a perpetual, worldwide, irrevocable, transferable, sublicensable, royalty-free licence to use, copy, modify and exploit them as part of the Work Product.

Data Protection

Each party must comply with applicable data protection law. Where the Contractor processes personal data for the Company, the Contractor must process it only on the Company's documented instructions, implement appropriate technical and organisational security measures, ensure anyone authorised to process it is bound by confidentiality, promptly assist with data-subject requests and security incidents, and not engage a sub-processor or transfer the data outside the permitted scope without the Company's prior written authorisation. The parties must agree any further data-processing terms the law requires.

Liability

Subject to the exclusions in the Liability clause, each party's total liability arising out of or in connection with this agreement is limited to the total Fees paid or payable under this agreement in the 12 months before the event giving rise to the claim, but this does not limit the Company's obligation to pay Fees properly due.

Nothing in this agreement limits or excludes liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or any other liability that cannot lawfully be limited or excluded. Subject to that, neither party is liable for indirect or consequential loss, or for loss of profit, revenue, business, goodwill or anticipated savings.

Termination

Either party may terminate this agreement for convenience by giving the other at least 30 days written notice.

Either party may terminate this agreement immediately by written notice if the other party commits a material breach that cannot be remedied, or does not remedy a remediable material breach within 14 days after receiving written notice requiring it, or becomes insolvent or bankrupt. The Contractor may also terminate immediately by written notice if the Company does not pay an undisputed amount within 14 days after written notice that it is overdue. The Company may also terminate immediately by written notice if the Contractor dies or becomes permanently unable, through illness or incapacity, to perform the Services.

On termination or expiry, the Contractor must stop performing the Services unless the Company requests reasonable transition assistance, deliver completed and work-in-progress Work Product, return or securely delete the Company's Confidential Information and property as the Company reasonably directs, and submit a final valid invoice. The Company must pay the Fees properly due for Services performed up to termination.

Termination or expiry does not affect accrued rights or the clauses intended to continue after it, including the Confidentiality, Intellectual Property, Data Protection, Liability, Notices and Governing Law and Jurisdiction clauses.

Non-Solicitation

During the Term and for 6 months afterwards, neither party may solicit for employment or engagement any employee or individual contractor of the other with whom it had material dealings through the Services, except through general recruitment advertising not targeted at that person.

Assignment and Subcontracting

The Contractor may not assign or transfer this agreement, or subcontract any part of the Services, without the Company's prior written consent, and remains responsible for any approved subcontractor. The Company may assign this agreement to an affiliate or to a purchaser of the business to which it relates, on notice.

Force Majeure

Neither party is liable for delay or failure to perform caused by an event beyond its reasonable control, if it promptly notifies the other party and uses reasonable efforts to reduce the effect. Payment for Services already performed is not excused. If the event continues for 30 days, either party may terminate this agreement by written notice.

Notices

A notice under this agreement must be in writing and delivered by hand, courier or email to the Company at [TO BE CONFIRMED — Company notice address and email] and to the Contractor at [TO BE CONFIRMED — Contractor notice address and email], or to a replacement address notified in writing. A notice is received when delivered by hand or by courier, or when an email is sent without a delivery-failure message if sent before 5.00 pm on a business day, and otherwise on the next business day.

General

This agreement is the entire agreement between the parties about its subject matter and replaces prior arrangements about it. Each party confirms it has not relied on any statement not set out in this agreement, but nothing limits liability for fraud.

A variation of this agreement is effective only if in writing and signed by both parties. A waiver is effective only if in writing.

If any provision is invalid or unenforceable, it applies with the minimum modification needed to make it enforceable or, if that is not possible, is severed, and the rest of this agreement continues in effect.

No person other than the parties has any right under the Contracts (Rights of Third Parties) Act 1999, as it applies in the Abu Dhabi Global Market, or otherwise to enforce any term of this agreement.

Governing Law and Jurisdiction

This agreement and any non-contractual obligations arising out of or in connection with it are governed by the laws of the Abu Dhabi Global Market.

The ADGM Courts have exclusive jurisdiction over any dispute arising out of or in connection with this agreement, including any dispute about its existence, validity or termination.