CONTRACTOR AGREEMENT

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This
Contractor Agreement
(“Agreement”) is entered into as of
September 6th,
2021 (the
“Effective Date”), between:

PMP SpA,
SPA model
having its principal place of business at
Las Lavándulas
10619 Las Condes,
Santiago,
Chile, 7591117, email address:
[email protected] (“Client”) , and

Heinner Mateo
Fonseca Barrera,
a Individual
whose address
is
La fortuna,
Barrancabermeja,
Colombia,
687038,
email address:
[email protected] , and
whose activity is
registered under the
number 1096251106
(“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. SERVICES

1.1. 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.

1.2. 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.

1.3. Equipment and Facilities.

Unless otherwise provided in a Statement of 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.

1.4. 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
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

2.1. 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.

2.2. Expenses. Unless otherwise provided in the Statement of Work, Client

will
reimburse Contractor for reasonable
travel and related expenses incurred in the
course of performing the Services hereunder, provided,
however, that
any such
expenses will be approved in advance in writing by Client. As a condition to
receipt of
reimbursement,
Contractor
will submit to Client reasonable evidence
that the amount involved was both reasonable and necessary to
the
Services
provided under this Agreement.

2.3. 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.

2.4. Client acknowledges that Contractor has appointed Deel. Inc, a

Delaware
registered company having its headquarters
at 650 2nd St, 94107, San
Francisco, California, United States
(“Deel”) as Contractor's limited payment
agent for the purpose of
facilitating the receipt of payments made
by Client for
services provided in connection with this Agreement and each Statement of Work
using a
payment
method
supported by Deel or by one of Deel's Payment Service
Providers, and the disbursement of those payments
to
Contractor.

2.5. Client agrees to make all payments to Contractor using one of the payment
methods supported by the Deel
platform. Client
and Contractor represent and
warrant that they have carefully read, understood and accepted the Deel
platform
terms
and conditions (the
“Deel Terms and Conditions”) available on
the Deels’ website (
www.letsdeel.com/terms). In the
event of
any conflict
between this Agreement and the Deel Terms and Conditions,
this Agreement will
govern. Both parties acknowledge that acceptance of the Deel Terms and
Conditions by
each
party
is a precondition to entering into this Agreement.

Client will collect and process Contractor’s Personal Data in accordance with its
privacy notice and
applicable laws.

3. RELATIONSHIP OF THE PARTIES

3.1. Independent Contractor.

Contractor’s relationship with Client will be that of
an independent contractor acting as a
service
provider
to Client, and
not that of
an employee, worker, agent or partner of Client. Contractor will not be entitled
to
any
statutory
benefits payable to employees or workers by law, or otherwise any
benefits paid or made
available by
Client
to
its employees or workers, including,
without limitation, any retirement or pension benefits,
social
security
contributions,
provident fund or gratuity payments; vacation, holiday, or illness payments;
participation
in
any plans, arrangements or distributions made by Client pertaining
to any bonus, stock
options, profit
sharing,
insurance or similar benefits; or any
other any end-of-service benefits payable to an
employee or worker.

3.2. 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.

3.3. 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,
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 or any other competent
authority;
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.

Client can, at his discretion and at any time, require the Contractor to provide all
the
documentation or
information
to ensure the Contractor’s compliance of labor
and social security obligations. In the event the
documentation
or information is
not provided as required by Client, or it can be verified breach of labor and/or
social
security
obligations, Client has the right, but not the obligation, to withhold,
deduce or compensate any sum
from any
payment
owed to the Contractor in
order to comply with the labor and social security law obligations owed by
the
Contractor.
Contractor will have the same rights, in order to verify compliance of
such obligations from
Subcontractor or
providers.
Contractor must inform Client in
due form and time about the compliance of Subcontractors with
respect to
labor
and social security obligations.
3.4. 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.

3.5. Indemnification by Contractor.

Contractor will indemnify
and hold Client
harmless from and against all damages, liabilities, losses, penalties,
fines,
expenses
and costs (including
reasonable fees and expenses of attorneys and
other professionals) arising out of or
relating to any
obligation
imposed by any
government authority and/or court of law on Client to pay any withholding
taxes,
social
security,
unemployment or disability insurance, employees’ retirement
and/or pension benefits 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:

a. payment of all taxes, salaries, benefits, national insurance premiums, social

security
contributions, withholding
taxes, workers’ compensation,
unemployment and disability insurance, employees’
retirement and/or
pension
benefits 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; except where
recovery
by
Client pursuant to this Section 3.5 is prohibited by law; and all reasonable
costs, expenses,
penalties,
fines 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 was caused directly by 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.
3.6. 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.

3.7. 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. OWNERSHIP

4.1. 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

4.2. 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.

4.3. 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.”

4.4. 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.

4.5. 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.

4.6. 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.
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.

4.7. 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

5.1. 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.

5.2. 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.

5.3. 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 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.
5.4. 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.

5.5. 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:

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 party.

5.6. 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

6.1. 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,
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.

6.2. 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 unauthorised 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.

6.3. Without prejudice to the generality of this clause relating to data protection,
Contractor will and
ensures that
its subcontractors
and employees will:

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 organisational measures

against unauthorised 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
 i. for the purposes of providing the Services; and

ii. for the purposes for which that

Personal Data was obtained and is
processed by Client;

d. 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

e. 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.

6.4. 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
unauthorised use of Client’s communications systems,
wrongdoing
or
non-
compliance with Client’s practices and procedures by Contractor, its employees
and
subcontractors.

6.5. Client will collect and process Contractor’s

Personal Data in accordance with
its privacy notice and applicable laws.

7. WARRANTIES

7.1. 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.

7.2. 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):
 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.

7.3. 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.

7.4. Competitive Activities. Client acknowledges that Contractor

provides
services to other clients. Notwithstanding
the foregoing, Contractor agrees that
during the term of this Agreement, Contractor will not,
directly or
indirectly,
engage or participate in or provide services to any business that is competitive
with the types
and kinds
of
business being conducted by Client without the prior
written agreement of Client; except that
this Section 7.4
will not apply where
prohibited by law.

7.5. Non-Solicitation of Personnel.

During the term of this Agreement and for a
period of one (1) year thereafter,
Contractor will not
directly or indirectly
solicit the
services of any of Client’s employees, workers or contractors for
Contractor’s own
benefit
or
for
the benefit of any other person or entity. Client will not directly or
indirectly
solicit Contractor’s
employees
for Client’s own benefit or for the benefit
of any other person or entity or attempt to
induce such
employees,
workers or
contractors to terminate their employment/contract (whichever relevant) with
Client.

8. TERM AND TERMINATION

8.1. 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.

8.2. 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
thirty
(30) 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.

8.3. Termination for Convenience.

Either party may terminate this Agreement
(including all Statements of Work) at any time,
without assigning
any reason, upon
at least thirty (30)
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 thirty (30)
days written notice
to Contractor.

8.4. Termination of Deel Terms and Conditions. This Agreement will

automatically
terminate upon termination of
the Deel Terms and Conditions by
either party, or in the event that Deel terminates Client’s or
Contractor’s use
of the
Deel platform for any reason.

8.5. 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.

8.6. Survival.
The rights and obligations of the parties under Sections 2, 3, 4, 5,
6, 7.3, 7.5, 8.5,
9, and 10 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

9.1. 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.

9.2. 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

10.1. 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.
10.2. 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.

10.3. 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.

10.4. 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.

10.5. GOVERNING LAW.

THIS AGREEMENT WILL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS
OF
CHILE.
EXCLUDING ITS
BODY OF LAW CONTROLLING CONFLICT
OF LAWS. ANY LEGAL
ACTION OR
PROCEEDING ARISING UNDER THIS AGREEMENT WILL BE BROUGHT
EXCLUSIVELY IN THE FEDERAL
OR STATE
COURTS LOCATED IN
CHILE AND
THE
PARTIES IRREVOCABLY CONSENT TO THE
PERSONAL JURISDICTION AND
VENUE THEREIN.

10.6. 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.

10.7. 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.

10.8. 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 address as may be specified by either party to the other
party in accordance
with this
Section
10.8.
10.9. 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.

10.10. No Partnership. This Agreement does not create a partnership or

joint-
venture relationship.

10.11. 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.

10.12. 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.

10.13. 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.

10.14. 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.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
Effective Date.

CLIENT CONTRACTOR

Signature:
Francisca
Signature:
Mateo fonseca
Gibson

Date:
September 28th, 2021 Date:
September 28th, 2021
 EXHIBIT A

STATEMENT OF WORK 1

REF: VvKKqPwv

DATE:
September 28th, 2021

This Statement of Work is issued under and subject to all of the terms and
conditions of
Contractor
Agreement dated
as of
September 6th, 2021,
between
Client
and Contractor.

DESCRIPTION OF SERVICES

Contract name:

Contrato Mateo Fonseca

Scope:
Part of a team responsible for continuous improvement and development for both
back and front end. This
involves managing API versions, implementing new algorithms, improve web
product functionality and developing new servers with specific services, properly
handling our current database structure.

This full-stack engineer will work as part of a team of six engineers, responsible
for maintaining and developing the Aictive suite of products.

Milestones and Payment terms:

Starting on
September 6th, 2021,
Heinner Mateo Fonseca Barrera will get paid for
the work performed and approved
every month
a fixed sum of USD876.
The
payment will be paid out
on the
5th
of the month.
If payment is made by bank
transfer with a commission, the commission is paid 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
thirty
(30)
days
after a termination notice
is provided; this contract will automatically
terminate on
December 5th, 2021.
Special clause:

A withholding of 20.00% will be applied to the

contract.

Dos semanas de vacaciones adicionales al periodo legal.

IN WITNESS WHEREOF, the parties have executed and agreed to this additional
Statement of
Work for the
contract as of the
September 6th, 2021.

CLIENT CONTRACTOR

Signature:
Francisca
Signature:
Mateo fonseca
Gibson

Date:
September 28th, 2021 Date:
September 28th, 2021
 CONTRACT EVENT LIST

Document ID: VvKKqPwv

CONTRACT
CREATED

September 28th, 2021, 8:07:04

Francisca Gibson
IP: 10.0.4.237

CONTRACT
SIGNED
BY CLIENT

September 28th, 2021, 8:08:09

Francisca Gibson
IP: 10.0.4.159

CONTRACT
SIGNED
BY CONTRACTOR

September 28th, 2021, 17:29:24

Heinner Mateo Fonseca Barrera
IP: 10.0.6.40