Last Updated: August 25, 2023

Terms and Conditions between 21Skills, Inc. (the “Company”) and the Contractors are the following:

1.          Services; Payment; No Violation of Rights or Obligations.  Consultant agrees to undertake and complete the Services (as defined in the Offer) as the Company may reasonably require (the “Consulting Services”).  As the only consideration due to Consultant regarding the subject matter of this Agreement, the Company will compensate Consultant in accordance with the Offer.  Unless otherwise specifically agreed upon by the Company in writing (and notwithstanding any other provision of this Agreement), all activity relating to Services will be performed by and only by Consultant.  Consultant agrees that (i) it will not (and will not permit others to) violate any agreement with or rights of any third party or, except as expressly authorized by the Company in writing hereafter, use or disclose at any time Consultant’s own or any third party’s confidential information or intellectual property in connection with the Services or otherwise for or on behalf of the Company; (ii) it will render the Services as are requested from time to time by the Company in such manner as it and the Company mutually shall agree; (iii) render the Services ethically and conscientiously and devote its best efforts and abilities to the Company; and (iv) observe all policies and directives in place from time to time by the Company for independent contractors.  The Services shall be non-exclusive to the Company, provided that any such other services do not interfere with or conflict with the Services to be provided by Consultant under this Agreement.  Furthermore, Consultant shall not be authorized to incur on behalf of the Company any expenses and will be responsible for all expenses incurred unless otherwise agreed to in advance by the Company’s president or chief executive officer, which consent shall be evidenced in writing.

2.          Ownership; Rights; Proprietary Information; Publicity.

a.              The Company shall own all right, title and interest (including patent rights, copyrights, trade secret rights, mask work rights, trademark rights, sui generis database rights and all other intellectual property rights of any sort throughout the world) relating to any and all inventions (whether or not patentable), works of authorship, mask works, designations, designs, know-how, ideas and information made or conceived or reduced to practice, in whole or in part, by or for or on behalf of Consultant during the term of this Agreement that relate to the subject matter of or arise out of or in connection with the Services or any Proprietary Information (as defined below) (collectively, “Inventions”) and Consultant will promptly disclose and provide all Inventions to the Company and hereby assigns such Inventions to the Company. Consultant will not disclose any Invention to anyone other than persons authorized by the Company, without the Company’s express prior written instruction to do so.  All Inventions will be deemed “work made for hire” as that term is used in the U.S. Copyright Act, and belong solely to the Company from conception.  Consultant hereby expressly disclaims all interest in all Inventions.  To the extent that title to any Invention or any materials comprising or including any Invention is found not be a “work made for hire” as a matter of law, Consultant hereby irrevocably assigns to the Company all of Consultant’s right, title and interest to that Invention.  Consultant shall assist the Company, at the Company’s expense, to further evidence, record and perfect such assignments, and to perfect, obtain, maintain, enforce and defend any rights assigned.  Consultant hereby irrevocably designates and appoints the Company as its agents and attorneys-in-fact, coupled with an interest, to act for and on Consultant’s behalf to execute and file any document and to do all other lawfully permitted acts to further the foregoing with the same legal force and effect as if executed by Consultant and all other creators or owners of the applicable Invention.

b.              Consultant agrees that all Inventions and all other business, technical and financial information (including, without limitation, the identity of and information relating to customers or employees) developed, learned or obtained by or for or on behalf of Consultant during the period that Consultant is to be providing the Services that relate to the Company or the business or demonstrably anticipated business of the Company or in connection with the Services or that are received by or for the Company in confidence, constitute “Proprietary Information.”  Consultant shall hold in confidence and not disclose or, except in performing the Services, use any Proprietary Information.  However, Consultant shall not be obligated under this paragraph with respect to information Consultant can document is or becomes readily publicly available without restriction through no fault of Consultant.  Consultant further acknowledges that he will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of any trade secret if he (i) makes such disclosure in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney and such disclosure is made solely for the purpose of reporting or investigating a suspected violation of law; or (ii) such disclosure was made in a complaint or other document filed in a lawsuit or other proceeding if such filing is made under seal.

c.              Upon termination or as otherwise requested by the Company, Consultant will promptly provide to the Company all items and copies containing or embodying Proprietary Information, except that Consultant may keep its personal copies of its compensation records and this Agreement.  Consultant also recognizes and agrees that Consultant has no expectation of privacy with respect to the Company’s telecommunications, networking or information processing systems (including, without limitation, stored computer files, email messages and voice messages) and that Consultant’s activity, and any files or messages, on or using any of those systems may be monitored at any time without notice.

d.              To the extent allowed by law, Section 2.a and any license granted to the Company hereunder includes all rights of paternity, integrity, disclosure and withdrawal and any other rights that may be known as or referred to as “moral rights,” “artist’s rights,” “droit moral,” or the like.  Furthermore, Consultant agrees that notwithstanding any rights of publicity, privacy or otherwise (whether or not statutory) anywhere in the world, and without any further compensation, Company may and is hereby authorized to (and to allow others to) use Consultant’s name in connection with promotion of its business, products or Services. To the extent any of the foregoing is ineffective under applicable law, Consultant hereby provides any and all ratifications and consents necessary to accomplish the purposes of the foregoing to the extent possible.  Consultant will confirm any such ratifications and consents from time to time as requested by the Company.  If any other person is in any way involved in any Services, Consultant will obtain the foregoing ratifications, consents and authorizations from such person for the Company’s exclusive benefit.

e.              If any part of the Services or Inventions 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 without using or violating technology or intellectual property rights owned by or licensed to Consultant (or any person involved in the Services) and not assigned hereunder, Consultant hereby grants the Company and its successors a perpetual, irrevocable, worldwide royalty-free, non-exclusive, sublicensable right and license to exploit and exercise all such technology and intellectual property rights in support of the Company’s exercise or exploitation of the Services, Inventions, other work or information performed or provided hereunder, or any assigned rights (including any modifications, improvements and derivatives of any of them).

f.               Nothing herein shall be construed to restrict, impair or deprive Consultant of any of its rights or proprietary interest in technology or products that existed prior to and independent of the performance of Services.

3.          Defend Trade Secrets Act Notice.  Consultant acknowledges receipt of notice of the following immunities under 18 USC Section 1833(b):

a.              An individual shall not be held criminally or civilly liable under any U.S. federal or state trade secret law for the disclosure of a trade secret that (i) is made (A) in confidence to a federal, state or local government official, either directly or indirectly, or to an attorney and (B) solely for the purpose of reporting or investigating a suspected violation of law or (ii) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.

b.              In addition, an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the employer's trade secrets to his or her attorney and use the trade secret information in the court proceeding if the individual: (i) files any document containing the trade secret under seal and (ii) does not disclose the trade secret, except pursuant to court order.

4.          Warranties and Other Obligations.  Consultant represents, warrants and covenants that: (i) the Services will be performed in a professional and workmanlike manner and that none of such Services nor any part of this Agreement is or will be inconsistent with any obligation Consultant may have to others; (ii) all work under this Agreement shall be Consultant’s original work and none of the Services or Inventions nor any development, use, production, distribution or exploitation thereof will infringe, misappropriate or violate any intellectual property or other right of any person or entity (including, without limitation, Consultant); (iii) Consultant has the full right to allow it to provide the Company with the assignments and rights provided for herein (and has written enforceable agreements with all persons necessary to give it the rights to do the foregoing and otherwise fully perform this Agreement); (iv) Consultant shall comply with all applicable laws and the Company’s safety rules in the course of performing the Services; and (v) if Consultant’s work requires a license, Consultant has obtained that license and the license is in full force and effect.

5.          Consulting Period; Termination; Survival.  The parties anticipate that Consultant will commence performing the Services on the date specified in the Offer, and shall continue to do so until the date specified in the Offer. Either party may terminate this Agreement, for any reason or no reason, upon a written notice in 15 days to the non-terminating party. Further, this Agreement will be terminated immediately with or without written notice in the event of (i) Consultant’s death, disability or other incapacity resulting in its inability to perform the Services, or (ii) if Consultant is reasonably determined by the Company to be in material breach of the terms set forth in this Agreement or if Consultant commits any act or omission which involves dishonesty or disloyalty to the Company, its affiliates or any of their respective clients/investors or vendors.  Upon termination, the Company shall pay Consultant all unpaid, undisputed amounts due for the Services completed prior to notice of such termination.  The Company may communicate the obligations contained in this Agreement to any other (or potential) client or employer of Consultant.  The following provisions shall survive any expiration or termination of this Agreement: Section 2 (“Ownership; Rights; Proprietary Information; Publicity”), this Section 5 (“Termination; Survival”), Section 7 (“Confidentiality”) and Section 10 (“Miscellaneous”)

6.          Relationship of the Parties; Independent Contractor; No Employee Benefits.  Notwithstanding any provision hereof, Consultant is an independent contractor and is not an employee, agent, partner or joint venturer of the Company and shall not bind nor attempt to bind the Company to any contract. Consultant shall accept any directions issued by the Company pertaining to the goals to be attained and the results to be achieved by Consultant, but Consultant shall be solely responsible for the manner and hours in which the Services are performed under this Agreement.  Consultant shall not be eligible to participate in any of the Company’s employee benefit plans, fringe benefit programs, group insurance arrangements or similar programs.  The Company shall not provide workers’ compensation, disability insurance, Social Security or unemployment compensation coverage or any other statutory benefit to Consultant.  Consultant shall comply at Consultant’s expense with all applicable provisions of workers’ compensation laws, unemployment compensation laws, federal Social Security law, the Fair Labor Standards Act, federal, state and local income tax laws, and all other applicable federal, state and local laws, regulations and codes relating to terms and conditions of employment required to be fulfilled by employers or independent contractors.  Consultant will ensure that its employees, contractors and others involved in the Services, if any, are bound in writing to the foregoing, and to all of Consultant’s obligations under any provision of this Agreement, for the Company’s benefit and Consultant will be responsible for any noncompliance by them.

7.          Confidentiality.

a.              For the purposes of this Agreement, “Confidential Information” means any and all information disclosed by or on behalf of the Company to Consultant or any of Consultant’s employees, agents or other representatives (collectively, “Representatives”), prior to or during the term of this Agreement, regardless of whether the information is received in written, oral, visual or other form, including, but not limited to, any and all:  (i) information regarding any products and proposed products of the Company or any of its affiliates, including, but not limited to, marketing plans, specifications and advertiser lists; (ii) any other business, technical, financial or other information of the Company or any of its affiliates and (iii) any information with respect to which the Company or any of its affiliates is under an obligation of confidentiality to a third party.

b.              Notwithstanding the foregoing, “Confidential Information” does not include any information which:  (i) is publicly known prior to disclosure hereunder by the Company, or subsequent to such disclosure without breach of this Agreement, (ii) is known, as evidenced by documentation, to Consultant prior to disclosure hereunder by the Company, provided that any source of such information was not known by Consultant to be under an obligation of confidentiality with respect to such information, (iii) is disclosed to Consultant, without any obligation of confidentiality, by a third party having a bona fide right to do so or (iv) is independently developed, as evidenced by documentation, by Consultant without use of or access to any Confidential Information.

c.              Consultant will store the Confidential Information in a secure location, and will handle and protect the Confidential Information with no less care than that with which Consultant handles and protects Consultant’s own highly confidential and proprietary information (but in no event less than a reasonable degree of care).

d.              Consultant will use the Confidential Information only in connection with the provision of Services to the Company (the “Purpose”).  Consultant will not directly or indirectly disclose the Confidential Information to any person or company, other than its Representatives who have a need to know the Confidential Information in connection with the Purpose.  Consultant will be responsible for its Representatives’ compliance with the provisions of this Agreement.

e.              If Consultant is requested to disclose any Confidential Information pursuant to any judicial or governmental order, Consultant will not disclose such Confidential Information without first giving the Company written notice of the request and sufficient opportunity to contest the order and/or obtain confidential treatment for such disclosure.

f.               At the request of the Company, Consultant will, at the Company’s option, either promptly return to the Company, or destroy and certify that it has destroyed, all copies, in its or any of its Representatives’ possession or control, of any and all documents, computer files and other materials that contain or are derived from any Confidential Information.

g.              This Section 7 (“Confidentiality”) shall survive any expiration or termination of this Agreement with respect to any Confidential Information that was received prior to the date of such expiration or termination, for a period of five (5) years following the date of such expiration or termination (or, if longer, for as long as the Company maintains the Confidential Information as a trade secret).

8.          Assignment.  This Agreement and the services contemplated hereunder are personal to Consultant and Consultant shall not have the right or ability to assign, transfer or subcontract any rights or obligations under this Agreement without the written consent of the Company.  Any attempt to do so shall be void.  The Company may fully assign and transfer this Agreement in whole or part.

9.          Non-Disparagement.  Consultant and the Company agree that during the term and at all times thereafter, Consultant shall not disparage the reputation of the Company, its products or services, or any of its officers, directors, employees or representatives.

10.        Miscellaneous.  The failure of either party to enforce its rights under this Agreement at any time for any period shall not be construed as a waiver of such rights.  No changes or modifications or waivers to this Agreement will be effective unless in writing and signed by both parties.  In the event that any provision of this Agreement shall be determined to be illegal or unenforceable, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable.  This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware without regard to the conflicts of laws provisions thereof.  Headings herein are for convenience of reference only and shall in no way affect interpretation of the Agreement.