info_tfgrid/collections/legal/hr/threefold_terms_conditions_consultants.md

under contruction // needs to be a default contract

Terms Conditions For Consulting or Contribution Agreement

THESE TERMS AND CONDITIONS (THE "AGREEMENTS") CONSTITUTE A LEGAL AGREEMENT BETWEEN YOU ("CONSULTANT","CONTRACTOR", "CONTRIBUTOR", "YOU", OR "YOURS") AND TRC ("THREEFOLD", "COMPANY","US","WE" OR "OUR"), GOVERNING THE TERMS OF YOUR PARTICIPATION AS A CONTRIBUTOR, CONSULTANT ,PARTNER, CUSTOMER, FARMER OR USER IN THE THREEFOLD GRID. YOU UNDERSTAND AND AGREE THAT BY ACCEPTING THE TERMS OF THIS AGREEMENT, BY SIGNING AN AGREEMENT WHICH LINKS TO THESE TERMS AND CONDITIONS, YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT EFFECTIVE AS OF THE DATE THAT YOU HAVE SIGNED THE ABOVE MENTIONED AGREEMENT. YOU REPRESENT AND WARRANT THAT YOU ARE 18 YEARS OLD OR OLDER AND HAVE THE RIGHT AND AUTHORITY TO ENTER INTO AND COMPLY WITH THE TERMS OF THIS AGREEMENT.

Definitions

In this Agreement, the following terms shall have the following meaning:

- "Affiliated Companies":

means all entities in relation ThreeFold (ThreeFold S.A., TF Tech NV, ThreeFold DMCC, ThreeFold Labs IT, ThreeFold VZW, TF Hub BVI, ThreeFold AG)

- "Net Cash Margin":

means the cash as received on the bank account of the Company for the benefit of Company and Affiliated Companies minus all direct and indirect costs for the project at that point or in the future.

- "Qualified Lead":

means specific named prospect, being a person/s or legal entity which has been independently identified by Consultant, and which prior to such identification was not yet in contact with Company or any Affiliated Companies and for which the referrer had registered the details of the prospect on the Company’s Project Management Tool and Company had subsequently agreed (in writing or by email) that is accepted as a Qualified Lead.

- "Base Salary":

means the minimum amount to be received, per month, as an exchange for the services and time.

- "Accelerated Salary":

means the salary to be received minus the already paid Base Salary after the Net Cash reaches the Company or Affiliate Company’s Bank Account. The amount received is the minimum amount between 25% of Net Cash received on the Company or Affiliate Company’s Bank Account and the Accelerated Salary highlighted in Section 5. It is aggregated for up to 3 months.

- "Maximum Salary":

means the maximum salary that Consultant shall received minus the already paid Base Salary, Accelerated Salary and Funding Salary. Maximum Salary is achieved when a new Net Cash has reached the Company or Affiliate Company’s Bank Account. Maximum Salary is aggregated for up to 12 months.

3.1. Basic Term The Company hereby retains the Consultant and Consultant agrees to render to the Company those services described in Exhibit B for the period (the "Consulting Period") commencing on the date of this Agreement and ending upon the earlier of (i) 12 months after the date of this Agreement, (the "Term Date"), and (ii) the date the Consulting Period is terminated in accordance with Section 7. The Company shall pay the Consultant the compensation to which it is entitled under Section 5 through the end of the Consulting Period, and, thereafter, the Company’s obligations hereunder shall end. 3.2. Renewal Subject to Section 7, the Consulting Period will be automatically renewed for an additional 12 months period (without any action by either party) on the Term Date and on each anniversary thereof, unless one party gives to the other written notice 15 days in advance of the beginning of any 12 months renewal period that the Consulting Period is to be terminated. Either party’s right to terminate the Consulting Period, instead of renewing the Agreement, shall be with or without cause. 4. Duties and Responsibilities a. Consultant hereby agrees to provide and perform for the Company those services set forth on Exhibit B attached hereto. Consultant shall devote its best efforts to the performance of the services and to such other services as may be reasonably requested by the Company and hereby agrees to devote, unless otherwise requested in writing by the Company, (a minimum of at least 40 hours of service per week).

b. Consultant shall use its best efforts to comply with, and to ensure that each of its Agents comply with, all policies and practices regarding the use of facilities at which services are to be performed hereunder.

c. Consultant shall obtain for the benefit of the Company, as an intended third-party beneficiary thereof, prior to the performance of any services hereunder by any of the Agents, the written agreement of Agent to be bound by terms no less restrictive than the terms of Sections 2, 5, 6, and 7 of this Agreement.

d. Personnel supplied by Consultant to provide services to Company under this Agreement will be deemed Consultant’s employees or agents and will not for any purpose be considered employees or agents of Company. Consultant assumes full responsibility for the actions of such personnel while performing services pursuant to this Agreement, and shall be solely responsible for their supervision, daily direction and control, provision of employment benefits (if any) and payment of salary (including all required withholding of taxes).

Compensation, Benefits and Expenses

Compensation (Euros)

Base Salary

In consideration of the services to be rendered hereunder, including, without limitation, services to any Affiliated Company, Consultant shall be paid the "Base Salary" as mentioned in agreement, payable at the time and pursuant to the procedures regularly established, and as they may be amended, by the Company during the course of this Agreement.

Accelerated Salary

Consultant shall be paid up to the Accelerated Salary measured over 3 months in relation to Net Cash Margin. Accelerated Salary is the minimum amount between 25% of the Net Cash Margin minus the already paid Base Salary and 6,000 Euros minus the already paid Base Salary. Accelerated Salary is activated once the cash coming from Qualified Lead has reached Company or Affiliated Companies’ Bank Account. Accelerated Salary is payable within thirty (30) days from the effective date when the Net Cash has been received on the Company or Affiliated Companies’ Bank Account.

Formula (Net Cash Margin): Net Received Cash-Any Project Costs (now and in future)

Formula (Payout Accelerated Salary): maximum{0,(minimum((0.25Net Cash Margin)- Base Salary),(Accelerated Salary- Base Salary)))

For example (1): Consultant closes a Corporate Deal worth of 100,000 Euros (Net Cash Margin), Consultant shall receive 3,500 Euros (maximum{0,(minimum(0.25 100,000) - 2500);6,000 - 2500)} for 3 months. Total Salary: 2,500 + 3,500 = 6,000 Euros per month for 3 months

For example (2): After 3 months, Consultant closed a Corporate Deal worth of 100,000 Euros (Net Cash Margin), Consultant shall received 0 Euros per month as Accelerated Salary.maximum{0,(minimum(0.25 100,000) -(2500 3));6,000 -(2500 3)}. Total Salary: 2,500 Euros per month

5.1.3 Maximum Salary

As per its corresponding definition highlighted in the Exhibit A, Consultant shall be paid a salary up to 25,000 Euros per month for up to 12 months according to the 5% commission ("Commission Percentage") on the Net Cash Margin received on Company and Affiliated Companies’ Bank Account ("Maximum Salary"). Commission shall deduct all the already paid Base Salary and Accelerated Salary.

Formula - Number of Month ("M") : minimum{((Commission Percentage Net Cash Margin) Maximum Salary);12}

Where; M 1 If M < 1, then M = 1

Formula (Payout Maximum Salary per month): minimum{((Commission Percentage Net Cash Margin) M);Maximum Salary}

Following Section 5.1.2 Example (1):

For example (1): After 1 month, Consultant closed a Business or Funding Deal worth 1,000,000 Euros (Net Cash Margin). Consultant shall receive 19,000 Euros per month (minimum{(((0.05 1,000,000)M) - 2500 -3500);25,000} ) for 2 months ( M=minimum{((0.05 1,000,000) 25,000);12}). Please note, in this example, Consultant received both Base Salary and Accelerated Salary. Total Salary: 19,000 Euros for 2 months

Following Section 5.1.2 Example (1):

For example (2): After 3 months, Consultant closed a Business or Funding Deal worth 20,000,000 Euros (Net Cash Margin). Consultant shall received 7,000 Euros per month minimum{(((0.05 20,000,000)12) - (2500 3) -(35003));25,000 - (2500 3)- (35003)} ) for 1 months and 25,000 Euros per month for 11 months ( M=minimum{((0.05 20,000,000) 25,000);12}). Please note, in this example, Consultant received both Base Salary and Accelerated Salary for 3 months.

Consultant is required to keep on executing his/her daily professional activities for the required amount of hours as per Section 12 for at least the period of 12 months. If the Consultant decides to leave or if Section 8: Termination for Misconduct is activated, then the compensation payment will stop.

The Maximum Salary is payable within thirty (30) days from the effective date when the Net Cash has been received on the Company or Affiliated Companies’ Bank Account. 5.2. Compensation (Reward Token Pool) Consultant shall receive 2 (two) Reward Tokens on a monthly basis as part of the Reward Token Pool in addition to the Compensation highlighted in Section 5.1. 5.3. Compensation Payment
The Consultant and Company agree that payments are done using the digital Currency USDC on the Stellar blockchain. 5.4. Expenses The Company shall reimburse Consultant for reasonable travel and other business expenses ("Expenses") incurred by its Agents in the performance of the duties hereunder in accordance with the Company’s general policies, as they may be amended from time to time during the course of this Agreement, but subject always to the provision by the Consultant of written statements evidencing such expenses.

All Expenses shall be registered in detail in the "Travel and Expenses Circle" highlighted in Exhibit B in order to seek for approval by the Company. 5.4 Bank Details The Consultant Shall receive remuneration amount mentioned in 5.1 in the following Digital Wallet

Stellar Account … in USDC. 6. Invoicing Company shall pay the Expenses agreed to herein upon receipt of invoices which shall be sent by Consultant, and Company shall pay the amount of such invoices to Consultant. 7. Termination of Consulting Relationship 7.1. By the Company or the Consultant At any time, either the Company or the Consultant may terminate, without liability, the Consulting Period for any reason, with or without cause, by giving 15 days advance written notice to the other party. If the Consultant terminates its consulting relationship with the Company pursuant to Sections 2, 3 and 4, the Company shall have the option, in its complete discretion, to terminate Consultant immediately without the running of any notice period.

In case of termination by the Company, The Company shall pay Consultant the compensation to which the Consultant is entitled pursuant to Section 5 respecting timing as mentioned in Section 5, and thereafter all obligations of the Company shall terminate, except for the confidentiality obligations set out in Section 12 unless in case of Misconduct (see further).

In case of termination by the Consultant, all unpaid still to be expected Commissions or other Compensations pursuant to Section 5 shall be written off and no longer be paid.

In case of termination by Company and Termination for Misconduct - Section 8 - activated, all unpaid still to be expected Commissions or Compensations shall be written off and no longer be paid.

7.2. Termination Due to Bankruptcy, Receivership The Consulting Period shall terminate and the Company’s obligations hereunder (including the obligation to pay Consultant compensation under Section 5 shall cease upon the occurrence of: (i) the appointment of a receiver, liquidator, or trustee for the Company by decree of competent authority in connection with any adjudication or determination by such authority that the Company is bankrupt or insolvent; (ii) the filing by the Company of a petition in voluntary bankruptcy, the making of an assignment for the benefit of its creditors, or the entering into of a composition with its creditors; or (iii) any formal action of the Board to terminate the Company’s existence or otherwise to wind up the Company’s affairs. 8. Termination for Misconduct Nothing in this Agreement shall be construed to prevent the Company from terminating Consultant’s services under this agreement for misconduct. Misconducts includes the following: Accepting private money directly from Qualified Lead/Suppliers/Customers, being a consultant or employee of a side project or any companies without being transparent to the Company’s management team, bribing any individuals, disparaging the Company or Affiliate Companies, hiring the current Company’s consultant for other projects, lying to the Qualified Lead/Suppliers/Customers, failing on any of the duties as described in section 4 (Duties and Responsibilities).

The Consulting Period shall terminate and the Company’s obligations hereunder (including the obligation to pay Consultant compensation under Section 5 shall cease upon the occurrence of: (i) the appointment of a receiver, liquidator, or trustee for the Company by decree of competent authority in connection with any adjudication or determination by such authority that the Company is bankrupt or insolvent; (ii) the filing by the Company of a petition in voluntary bankruptcy, the making of an assignment for the benefit of its creditors, or the entering into of a composition with its creditors; or (iii) any formal action of the Board to terminate the Company’s existence or otherwise to wind up the Company’s affairs. 9. Termination Obligations Consultant hereby acknowledges and agrees that all property, including, without limitation, all books, manuals, records, reports, notes, contracts, lists, blueprints, and other documents, or materials, or copies thereof, Proprietary Information, and equipment furnished to or prepared by Consultant or its Agents in the course of or incident to its rendering of services to the Company, including, without limitation, records and any other materials pertaining to Invention Ideas belong to the Company and shall be promptly returned to the Company upon termination of the Consulting Period. Following termination, neither Consultant nor any of its Agents will retain any written or other tangible material containing any Proprietary Information.

The representations and warranties contained herein and Consultant’s obligations under Sections 2, 3, and 4 and the confidentiality obligations set out in Section 12 shall survive termination of the Consulting Period and the expiration of this Agreement. 10. Assignment; Successors and Assigns Consultant agrees that it will not assign, sell, transfer, delegate or otherwise dispose of, whether voluntarily or involuntarily, or by operation of law, any rights or obligations under this Agreement, nor shall Consultant’s rights be subject to encumbrance or the claims of creditors. Any purported assignment, transfer, or delegation shall be null and void. Nothing in this Agreement shall prevent the consolidation of the Company with, or its merger into, any other corporation, or the sale by the Company of all or substantially all of its properties or assets, or the assignment by the Company of this Agreement and the performance of its obligations hereunder to any successor in interest or any Affiliated Company. Subject to the foregoing, this Agreement shall be binding upon and shall inure to the benefit of the parties and their respective heirs, legal representatives, successors, and permitted assigns, and shall not benefit any person or entity other than those enumerated above. 11. Place of Work Consultant's services will be rendered largely remotely, but Consultant will, on request, come to Company's address of Unit No: BA1120 DMCC Business Centre, Level No 1, Jewellery & Gemplex 3, Dubai, United Emirates Arab, or such other places designated by Company to meet with representatives of Company. 12. Time Devoted to Work In the performance of the services, the aforesaid services and the hours Consultant is to work on any given day will be entirely within Consultant's control and Company will rely upon Consultant to put in such a number of hours as is reasonably necessary to fulfill the spirit and purpose of this contract. This arrangement will probably take about days of work per week although there undoubtedly will be some weeks during which Consultant may not perform any services at all or, on the other hand, may work practically the full week. 13. Confidential Information Each party hereto ("Such Party") shall hold in trust for the other party hereto ("Such Other Party"), and shall not disclose to any non-party to the Agreement, any confidential information of such Other Party. Confidential information is information which relates to Such Other Party’s research, development, trade secrets or business affairs including, for the avoidance of doubt, and any personal data relating to an employee, director, contractor, customer, supplier, investor or business partner of Such Other Party, and any information or data relating to the software or the code written,developed or used by (or on behalf of) the Company, but does not include information which is generally known or easily ascertainable by non-parties of ordinary skill in computer systems design and programming.

Consultant hereby acknowledges that during the performance of this contract, the Consultant may learn or receive confidential Company information and therefore Consultant hereby confirms that all such information relating to the client’s business will be kept confidential by the Consultant, except to the extent that such information is required to be divulged to the consultant’s clerical or support staff or associates in order to enable Consultant to perform Consultant’s contract obligation. a) Consultant agrees not to disclose or use, except as required in Consultant's duties, at any time, any information disclosed to or acquired by Consultant during the term of this contract. Consultant shall promptly disclose to Company all inventions, discoveries, formulas, processes, designs, trade secrets, and other useful technical information and know-how made, discovered, or developed by Consultant (either alone or in conjunction with any other person) during the term of this contract. Consultant agrees that he shall not, without the written consent of Company, disclose to third parties or use for his own financial benefit or for the financial or other benefit of any competitor of Company, any information, data, and know-how, manuals, disks, or otherwise, including all programs, decks, listings, tapes, summaries of any papers, documents, plans, specifications, or drawings.

b) Consultant shall take all reasonable precautions to prevent any other person with whom Consultant is or may become associated from acquiring confidential information at any time.

c) Consultant agrees that all confidential information shall be deemed to be and shall be treated as the sole and exclusive property of the Company.

d) The Consultant acknowledges and agrees that any information disclosed to the Consultant by The Company in relation with this Agreement, the Matchmaker Agreement entered into between both Parties and/or the Services (including, for the avoidance of doubt, the remuneration set forth in this Agreement or the Commission as agreed pursuant to the Matchmaker Agreement) is confidential. The Consultant also acknowledges and accepts that any such information will be treated and held in strict confidence and not used by the Consultant nor revealed in any way whatsoever, either directly or indirectly, to any third parties during the course of this Agreement or after a term of five years after the termination of this Agreement.

e) The Consultant must not make any publicity or media releases in the framework of this Agreement, using the name of The Company, without its prior written consent.

f) Upon termination of this contract, Consultant shall deliver to Company all drawings, manuals, letters, notes, notebooks, reports, and all other materials (including all copies of such materials), relating to such confidential information which are in the possession or under the control of Consultant. Consultant shall sign secrecy agreements provided by the Company.

g) The Consultant acknowledges and agrees that any information the Consultant develops under or as a result of the Services delivered and that the Consultant provides to The Company is confidential and that any such information will be held in strict confidence and not revealed in any way whatsoever, either directly or indirectly, to any third parties.

The confidentiality obligations set out in the present article shall survive the termination or expiration of this Agreement during three years after such termination or expiration.

14. Status of Consultant Consultant is an independent contractor and neither Consultant nor Consultant’s staff is or shall be deemed to be employed by Client. Company is hereby contracting with Consultant for the services described on Exhibit B and Consultant hereby confirms to Company that Company will not be required to furnish or provide any training to Consultant to enable Consultant to perform services required hereunder. The services shall be performed by Consultant or Consultant’s staff, and Company shall not be required to hire, supervise or pay any assistants to help Consultant who performs the services under this agreement. Consultant shall not be required to devote Consultant’s full time nor the full time of Consultant’s staff to the performance of the services required hereunder, and it is acknowledged that Consultant has other Clients and Consultant offers services to the general public. Except to the extent that the Consultant’s work must be performed on or with Company’s computers or Company’s existing software, all materials used in providing the services shall be provided by Consultant. Consultant shall be obligated to complete the services agreed upon and shall be liable for non-performance of the services to the extent and as provided in Sections 2 and 4 hereof. Company shall not provide any insurance coverage of any kind for Consultant or Consultant’s staff, and Company will not withhold any amount that would normally be withheld from an employee’s pay. Consultant shall take appropriate measures to ensure that Consultant’s staff is competent and that they do not breach Sections 4 and 12 hereof.
15. Use of Work Product Except as specifically set forth in writing and signed by both Company and Consultant, Company shall have all copyright and patent rights with respect to all materials developed under this contract.
16. Company Representative The following individual, Adnan Fatayerji, shall represent the Company during the performance of this contract with respect to the services and deliverables as defined herein and has authority to execute written modifications or additions to this contract.
17. Disputes Any disputes that arise between the parties with respect to the performance of this contract shall be submitted for consideration and final settlement to the International Court of Arbitration of the International Chamber of Commerce and shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce by one sole arbitrator appointed in accordance with the said Rules. The present Agreement shall be regulated by the substantive laws of the United Arab Emirates. Place of the Arbitration Court meeting shall be in Dubai, United Arab Emirates. Language of the Arbitration Court proceedings shall be English.

The final arbitration decision shall be enforceable through the courts of the state of Company’s address or any other state in which the Company resides or may be located. In the event that this arbitration provision is held unenforceable by any court of competent jurisdiction, then this contract shall be as binding and enforceable as if this Section 16 were not a part hereof.

18. Taxes Consultant will diligently comply with all legal and contractual provisions to which it is subject and will be exclusively responsible for compliance with all its obligations under the VAT, income tax and/or social security legislation or any other legislation that may be applicable to the Consultant. Consultants shall be responsible for any taxes or penalties assessed by reason of any claims that Consultant is an employee of Company and Company and Consultant specifically agree that Consultant is not an employee of the Company.

19. Liability Consultant warrants to the Company that the material, analysis, data, programs and services to be delivered or rendered hereunder, will be of the kind and quality designated and will be performed by qualified personnel.

Without any prejudice or restriction to the rights of The Company, the Consultant will fully indemnify and hold The Company harmless from and against all claims, damages, losses and expenses arising out of or resulting from the delivery of the services provided under this contract and caused by the Consultant and/or the violation by the Consultant of its obligations under this contract or under any applicable laws or regulations

20. Intellectual Property Rights Consultant explicitly agrees that any and all rights, claims and interests, to their full extent, with regard to all ideas, concepts, discoveries, inventions, documents, projects, methods, instruments, materials, techniques, models, technical realisations, improvements, software, knowhow and other creations of any nature whatsoever which have been conceived, invented and/or created by the Consultant, either alone or jointly with others, with or without intervention of The Company in any way whatsoever or within or outside its premises, during, under or due to this Agreement or otherwise in the hands of the Consultant, or linked or in any way related to the activities of The Company, including all preparatory elements dated prior to this Agreement or beyond the scope of this Agreement (the "Works") including but not limited to (the right to apply for the registration of) patent rights, design rights, trademark rights, database rights, copyrights, neighbouring rights, rights in computer programs, as well as all patrimonial rights with respect to these rights such as the right of exploitation, reproduction, distribution, communication to the public, adaptation and translation, by any and all means, under whatever form, on whatever carrier and for whatever purpose, for all known, unknown and future exploitation forms, and to the fullest extent permitted by applicable law any and all moral rights (the "Intellectual Property Rights"), are, at the time of their conception, invention or creation, transferred to The Company exclusively, unconditionally, eternally, irrevocably and for the whole world and will thus belong to The Company. Should the transfer of moral rights be limited by law, Consultant will never seek to enforce its moral rights in a manner that would limit or damage the normal activities of The Company (or its licensees or assignees).

The Consultant accepts that The Company acts, as of the signing of this contract, as the exclusive representative of the Consultant for the exercise of the moral rights on the Works, such as the right of disclosure or of paternity concerning the Works. The Consultant recognizes that the Company (and/or its partners and customers) will have the sole right to determine whether, when and how the Works will be exploited, it being specified that Works which are not exploited will also remain the exclusive property of Threefold Labs IT. The Consultant will refrain from invoking against the Company (and/or its partners and customers) its moral right with regard to the integrity of the Works and thus will not object to any adaptation or modification of the Works, provided that this does not harm its reputation. The Consultant authorises the Company (and/or its partners and customers) to exploit the Works without mentioning the name of the Consultant and to affix to it any distinctive sign of its choice. The Company (or its licensees and assigns) can license and/or otherwise assign these rights to third parties, during this Agreement as well as after its termination.

The transfer of the Intellectual Property Rights in or otherwise on the Works includes without limitation the transfer of the rights relating to all modes of exploitation of the Works, including without limitation the right of reproduction (in an unlimited number of copies on all types of supports generally whatsoever), translation (into all languages), adaptation, modification, use (notably for making products derived therefrom), deletion, destruction, sale, offer for sale, import, broadcasting, distribution, loan, lease, display and communication to the public (by all media) and any other form of exploitation of the Works, in whole or part, in whatever manner, both in their original form and in a modified form, for all types of use and exploitation, for all commercial or non-commercial purposes, including without limitation research, development and promotion. The above-mentioned transfer is, for every mode and form of exploitation or use, definitive, worldwide and understood in the broadest possible sense authorised by the applicable positive law, for the entire legal period of the respective rights and in exchange for the consideration and/or remuneration received by the Consultant and/or referred to herein.

The Consultant did not and will not introduce into the Works any element, subject, reminiscence or resemblance that the Consultant knows violates or is capable of violating the rights of a third party or legal provisions (for example, relating to public order and good morals).

Any Work that is software did not, does not and will not contain, and is not, work based on, derived from, or created using any software created by any third party, except (i) software to and for which the Company held exclusive ownership of all rights, title and interests in and to the Intellectual Property Rights therein at the time the software was developed or otherwise created or (ii) software which has been pre-approved by the Company.

The Consultant undertakes, at the first request and at the expense of the Company, both during the term of the contract and afterwards, to provide all necessary or useful assistance and to furnish and/or sign any document which makes possible, facilitates or accelerates the granting, the maintenance and/or the renewal of one or several Intellectual Property Rights on all or part of the Works, on behalf of the Company or one of its affiliated companies. The Consultant undertakes to refrain from any act which would constitute a violation of the rights of the Company. The Consultant undertakes not to apply for or claim (or to have applied for or claimed by third parties) the granting of a patent or any other intellectual property right in relation to the Works, unless it has received the express and written authorisation of the Company.

Consultant undertakes to make full and prompt disclosure, without compensation, of all relevant documents and data in favor of the consultant and to provide all necessary cooperation for (the securing of) the assignment to The Company of all patrimonial, and, to the extent permitted by the applicable law, all moral Intellectual Property Rights.

Consultant undertakes and guarantees that it is the current owner of the Intellectual Property Rights and that it is thus capable of transferring the Intellectual Property Rights to The Company. The Consultant further undertakes and guarantees that none of the Works violate any rights of third parties, and will indemnify The Company (or its licensees and assigns) for all claims by any third parties in this respect.

Consultant agrees that the fees paid by The Company to the Consultant pursuant to this Agreement constitute the entire compensation for such transfer of Intellectual Property Rights and that Consultant is not entitled to any share of the profit resulting from any possible exploitation in whatever form of the Intellectual Property Rights, or any other compensation other than that provided for in this Agreement. Should the Consultant have a legal right to compensation for a new, currently non-existent form of exploitation, then this compensation will amount to 0.1% of the net profits realized by this new form of exploitation, with an absolute overall maximum of 500 EUR for all works so exploited.

Consultant will keep confidential and not disclose to any third parties for a period of no less than ten (10) years information relating to the Works that The Company itself has not disclosed to the public without restriction. 21. Enforceable The provisions of this Agreement shall be enforceable notwithstanding the existence of any claim or cause of action of the Consultant against the Company whether predicated on this Agreement or otherwise. 22. Representations and Warranties Consultant represents and warrants (i) that Consultant has no obligations, legal or otherwise, inconsistent with the terms of this Agreement or with Consultant's undertaking this relationship with the Company, (ii) that the performance of the services called for by this Agreement do not and will not violate any applicable law, rule or regulation or any proprietary or other right of any third party, (iii) that Consultant will not use in the performance of his responsibilities under this Agreement any confidential information or trade secrets of any other person or entity and (iv) that Consultant has not entered into or will enter into any agreement (whether oral or written) in conflict with this Agreement. 23. Injunctive Relief The Consultant acknowledges that disclosure of any Confidential Information by him will give rise to irreparable injury to the Company or the owner of such information, inadequately compensable in damages. Accordingly, the Company or such other party may seek and obtain injunctive relief against the breach or threatened breach of the foregoing undertakings, in addition to any other legal remedies which may be available. The Consultant further acknowledges and agrees that in the event of the termination of this Agreement his experience and capabilities are such that he can obtain a consulting arrangement or employment and that the enforcement of a remedy hereunder by way of injunction will not prevent him from earning a reasonable livelihood. The Consultant further acknowledges and agrees that the covenants contained herein are necessary for the protection of the Company's legitimate business interests and are reasonable in scope and content. 24. Complete Agreement This agreement contains the entire agreement between the parties hereto with respect to the matters covered herein. Company acknowledges that it is entering into this Agreement solely on the basis of the representations contained herein.

This Agreement constitutes the entire understanding of the Parties and supersedes any prior agreements or understandings, written or verbal, between The Company and the Consultant with respect to the subject matter of this Agreement. 25. Non Waiver No failure or neglect of either party hereto in any instance to exercise any right, power or privilege hereunder or under law shall constitute a waiver of any other right, power or privilege or of the same right, power or privilege in any other instance. All waivers by either party hereto must be contained in a written instrument signed by the party to be charged and, in the case of the Company, by an executive officer of the Company or other person duly authorized by the Company. 26. Remedy for Breach The parties hereto agree that, in the event of breach or threatened breach of this Agreement, the damage or imminent damage to the value and the goodwill of the Company's business will be inestimable, and that therefore any remedy at law or in damages shall be inadequate. Accordingly, the parties hereto agree that the Company shall be entitled to injunctive relief against Consultant in the event of any breach or threatened breach by Consultant, in addition to any other relief (including damages and the right of the Company to stop payments hereunder which is hereby granted) available to the Company under this Agreement or under law. 27. Applicable Law Consultant shall comply with all applicable laws in performing Services. This Agreement shall be construed in accordance with the laws of the United Arab Emirates. 28. Severability; Enforcement If any provision of this Agreement, or the application thereof to any person, place, or circumstance, shall be held by a court of competent jurisdiction to be invalid, unenforceable, or void, the remainder of this Agreement and such provisions as applied to other persons, places, and circumstances shall remain in full force and effect. It is the intention of the parties that the covenants contained in Sections 6 and 7 shall be enforced to the greatest extent (but to no greater extent) in time, area, and degree of participation as is permitted by the law of that jurisdiction whose law is found to be applicable to any acts allegedly in breach of these covenants. 29. Scope of Agreement If the scope of any of the provisions of the Agreement is too broad in any respect whatsoever to permit enforcement to its full extent, then such provisions shall be enforced to the maximum extent permitted by law, and the parties hereto consent and agree that such scope may be judicially modified accordingly and that the whole of such provisions of this Agreement shall not thereby fail, but that the scope of such provisions shall be curtailed only to the extent necessary to conform to law. 30. Notices All notices or other communications required or permitted hereunder shall be made in writing and shall be deemed to have been duly given if delivered by hand or mailed, postage prepaid, by certified or registered mail, return receipt requested, and addressed to the Company at:

ThreeFold DMCC Unit No: BA1120 DMCC Business Centre, Level No 1, Jewellery & Gemplex 3, Dubai, United Emirates Arab

or to the Consultant at: ....

Notice of change of address shall be effective only when done in accordance with this Section.

IN WITNESS WHEREOF, the parties hereto have signed this Agreement as of the date first above written.

THIS CONTRACT CONTAINS A BINDING ARBITRATION PROVISION WHICH MAY BE ENFORCED BY THE PARTIES.