General Terms

DEDICATED STAFFING GENERAL TERMS

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CLOUD EMPLOYEE LIMITED

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1. THESE GENERAL TERMS & THE DEDICATED STAFFING AGREEMENT

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1.1. Cloud Employee is a business specialising in the headhunting and provision of dedicated
offshore IT staff to provide software development services.

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1.2. These General Terms establish a framework for the supply of the Services and the Deliverables
by Cloud Employee to Client. If Client wishes to receive the Services and the Deliverables then
Client and Cloud Employee may, from time to time, enter into a Dedicated Staffing Agreement.

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1.3. Upon execution by both Parties of a Dedicated Staffing Agreement, each Dedicated Staffing
Agreement and these General Terms will form the "Agreement". The provisions of these
General Terms will therefore apply in respect of the Services and the Deliverables provided by
Cloud Employee under that Dedicated Staffing Agreement.

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1.4. If there is any inconsistency between these General Terms and the terms in the Dedicated
Staffing Agreement, then the terms in the Dedicated Staffing Agreement will prevail to the
extent of such inconsistency.

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1.5. The provisions of each Dedicated Staffing Agreement (other than these General Terms) apply
only to the Services and the Deliverables covered by that Dedicated Staffing Agreement and
not to services or deliverables covered by any other Dedicated Staffing Agreement entered into
by the Parties and governed by these General Terms.

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2. TERM

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2.1. The term of each Dedicated Staffing Agreement will begin on the date it is last signed by the
Parties or, if the Dedicated Staffing Agreement is not signed, on the date Cloud Employee
begins providing Services pursuant to the relevant Dedicated Staffing Agreement (the "DSA
Commencement Date"), and will continue for the duration specified in the Dedicated Staffing
Agreement, unless terminated earlier in accordance with clause 13 (the "DSA Term").

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3. SERVICES & DELIVERABLES

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3.1. Cloud Employee will:

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3.1.1. provide the Services and the Deliverables as set out in the signed Dedicated Staffing
Agreement in all material respects;

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3.1.2. ensure that the Services and the Deliverables will be provided by appropriately experienced
and trained personnel and that such Services and Deliverables shall be rendered with all
reasonable skill, care and diligence in accordance with best practice in Cloud Employee's
industry;

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3.1.3. provide any reports, feedback, information, data or documents and deal with enquiries
concerning the Services and the Deliverables as reasonably requested by Client;

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3.1.4. will procure that general supervision of any Personnel is specifically handled by Cloud
Employee’s dedicated client services manager as appointed by Cloud Employee (the "CS
Manager"), who Cloud Employee may change at any time by notice to Client;

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3.1.5. comply with all obligations and take all actions necessary under all Applicable Laws:

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3.1.5.1. in connection with its employment (or other engagement) of Personnel (including
background and right to work checks); and

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3.1.5.2. as necessary for any Personnel to provide the Services and the Deliverables in a legally
compliant manner;

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3.1.6. obtain, and at all times maintain, all necessary licences and consents, and comply with all
Applicable Laws (including all applicable employment laws and regulations);

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3.1.7. perform (and procure that the Personnel will perform) its obligations under the Agreement in
accordance with all Applicable Laws, including all applicable employment laws and
regulations, health and safety laws, procedures, and guidelines and all relevant industry
standards and practices and will ensure that any equipment used shall comply with the same;

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3.1.8. if Client provides any Materials to Cloud Employee and/or Personnel for the purposes of
providing the Services and the Deliverables:

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3.1.8.1. hold (and procure that the Personnel hold) all Client’s Materials in safe custody at its own
risk;

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3.1.8.2. maintain (and procure that the Personnel maintain) Client’s Materials in good condition
until returned to Client; and

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3.1.8.3. not dispose or use (and procure that the Personnel will not dispose or use) Client’s
Materials other than in accordance with the Agreement and/or Client's written instructions
or authorisation;

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3.1.9. ensure that any computer equipment and associated software that it may use to provide the
Services is virus free and contains anti-virus protection, with the latest upgrade from time to
time, and any Deliverable and the media and/or hardware on which any Deliverable is
delivered are free from viruses and other malicious code.

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3.2. Client will manage, guide and direct the Personnel and is responsible for all aspects of the work
to be performed by the Personnel for Client, including daily task management.

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4. FEES AND TAXES

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4.1. In consideration of the provision of the Services and the Deliverables, Client agrees to pay
Cloud Employee the fees as set out in a Dedicated Staffing Agreement (the "Fees").

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4.2. Cloud Employee will issue an invoice to Client for the Fees on a monthly basis, in advance, by
the 15th day of the calendar month prior to the calendar month for which the Services are to be
performed (the "Monthly Invoice"). In respect of any partial month, Cloud Employee will issue
an invoice to Client for the Fees either (i) from the start date to the end of the calendar month,
or (ii) from the beginning of the calendar month to the end of the DSA Term, as applicable.
Client will pay the Fees within 14 days of the date of the invoice.

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4.3. Upon signature of a Dedicated Staffing Agreement, Client will pay Cloud Employee an advance
fee equivalent to 100% of the Fees for the first month of the DSA Term (the "Advance Fee").
Client acknowledges that Cloud Employee is under no obligation to commence the Services
unless and until it has received the Advance Fee.

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4.4. Cloud Employee will be entitled to charge Client a higher fee for the provision of the Services
outside of Working Hours (the "Overtime Fee"), provided that Client must pre-authorise any
such overtime hours in writing (email will suffice). Unless specified otherwise in the Dedicated
Staffing Agreement, the Overtime Fee shall be calculated by dividing the monthly rate by 21 to
get a day rate, which is then divided by 8 to get an hourly rate. Cloud Employee may invoice
Client for any Overtime Fee as part of the next Monthly Invoice.

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4.5. Client will pay the Fees and the Advance Fee through one of the following methods: (i) via wire
transfer; or (ii) by transfer to Cloud Employee’s bank account. Client shall be responsible for
paying any processing fee charged by the bank or the merchant service provider. All payments
will be in the currency specified in the Dedicated Staffing Agreement.

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4.6. If Client receives an invoice which it reasonably believes includes a sum which is not valid and
properly due:

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4.6.1. Client will notify Cloud Employee of the disputed amount(s) within 14 days of receiving the
invoice of the disputed amount(s) and describe in reasonable detail its reasons for disputing
each item. If Client fails to do so, Client will lose the right to dispute the invoice and the rest of
this clause will not apply to that invoice;

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4.6.2. Cloud Employee will provide all evidence as may be reasonably necessary to verify the
disputed invoice;

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4.6.3. Client's failure to pay the disputed amount(s) will not be deemed to be a breach of the
Agreement;

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4.6.4. Client will pay the balance of the invoice which is not in dispute by the due date for payment
of the invoice;

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4.6.5. the Parties will use reasonable endeavours to resolve the items in dispute promptly; and

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4.6.6. once the dispute has been resolved, where either Party is required to make a balancing
payment or issue a credit note, it will do so within 14 Working Days of the resolution of the
dispute.

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4.7. Where the DSA Term is more than 1 year, Cloud Employee may, at its discretion, increase the
Fees to account for the development and retention of the Personnel. Cloud Employee may
make any such increase on an annual basis only, commencing from each anniversary of the
DSA Commencement Date, upon no less than 60 days’ prior written notice to Client, provided
that:

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4.7.1. any such increase shall be no greater than 5% of the Fees payable in the preceding year of
the DSA Term;

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4.7.2. any mutually agreed increases in the Fees shall supersede this increase; and

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4.7.3. this increase shall in turn be paid by Cloud Employee to the Personnel, subject to annual
performance review and Cloud Employee’s approval.

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4.8. If Client fails to pay any undisputed amount by its due date for payment (an "Overdue
Amount"), then, without limiting Cloud Employee’s other remedies under the Agreement, Cloud
Employee may at its sole discretion:

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4.8.1. charge (and Client will pay) interest on the Overdue Amount on a daily basis from the due
date until actual payment of the Overdue Amount, whether before or after judgment at 1% per
month; and/or

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4.8.2. where the Overdue Amount is more than 15 days overdue, suspend performance of the
Services until payment of the Overdue Amount and any related interest is made to Cloud
Employee in full. Cloud Employee reserves the right to continue to charge Client for the
performance of the Services during any suspension period because Personnel are still paid
their salary for this time.

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4.9. Cloud Employee reserves the right to refer the Overdue Amount to a collections agency and
Cloud Employee shall be entitled to recover from Client all reasonable costs and
expenses incurred by Cloud Employee in connection with the recovery of any Overdue
Amounts, including administrative costs, collection agency fees, legal fees and disbursements.

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4.10. All amounts due under the Agreement will be paid in full without any set-off, counterclaim,
deduction or withholding (other than any deduction or withholding of tax as required by law or
as otherwise expressly permitted in the Agreement). If any deduction or withholding is required
by law, the paying Party will pay to the recipient such amount as will, after the deduction or
withholding has been made, leave the recipient with the same amount as it would have been
entitled to receive in the absence of a requirement to make a deduction or withholding.

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4.11. Unless agreed otherwise in a Dedicated Staffing Agreement, it is acknowledged and agreed
that the Fees shall include: (i) every cost and expense of Cloud Employee directly or indirectly
incurred in connection with the performance of the Services; and (ii) any and all Taxes.

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4.12. Cloud Employee will be responsible for accounting to the appropriate authorities for any Tax or
other tax liabilities, any national insurance and any social contributions, payable in respect of all
payments made to the Personnel and in respect of the Services.

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5. WARRANTIES AND REPRESENTATIONS

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5.1. Each Party warrants and represents to the other Party that:

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5.1.1. it has full power and authority to enter into the Agreement and fulfil its obligations under it;

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5.1.2. each Dedicated Staffing Agreement is executed by its duly authorised representative(s);

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5.1.3. there are no actions, suits or proceedings or regulatory investigations pending or, to that
Party's knowledge, threatened against or affecting that Party before any court or
administrative body or arbitration tribunal that might affect its ability to meet and carry out its
obligations under the Agreement; and

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5.1.4. its obligations under the Agreement constitute legal, valid, and binding obligations.

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5.2. Cloud Employee warrants, represents and undertakes that:

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5.2.1. it is not, and will not become, subject to any contractual obligation which is likely to have a
material adverse effect on its ability to perform its obligations under the Agreement; and

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5.2.2. will not knowingly do anything that could reasonably be considered to bring Client into
disrepute or damage its reputation.

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6. INDEMNITY

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6.1. Cloud Employee will be responsible, and shall indemnify Client, for and in respect of any of the
following (a "Claim"):

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6.1.1. any Tax, insurance, social security contributions and any other liability, deduction, contribution,
assessment or claim (including all related reasonable costs, expenses and any penalty, fine or
interest incurred or payable by Client) in any jurisdiction arising from or made in connection
with the performance of the Services, where the recovery is not prohibited by law;

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6.1.2. any liability in any jurisdiction arising out of or in connection with any employment-related
claim or any claim based on worker status (including reasonable costs and expenses) brought
by the Personnel or on their behalf, or any substitute, against Client or its employees, officers
or consultants arising out of or in connection with the provision of the Services; and

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6.1.3. any costs or liabilities arising out of or in connection with the termination of the employment of
the Personnel resulting from termination of the Agreement.

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6.2. In respect of any Claim, Cloud Employee’s responsibility and indemnity is subject to the
following:

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6.2.1. Client will, as soon as reasonably practicable, notify Cloud Employee of the Claim in writing
specifying the nature of the Claim in reasonable detail;

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6.2.2. Client must allow Cloud Employee to conduct all negotiations and proceedings in relation to
the Claim, and to settle or compromise the Claim, provided that Cloud Employee must not
settle or compromise the Claim without the prior written consent of Client (not to be
unreasonably conditioned, withheld or delayed);

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6.2.3. Client must not make any admission of liability, settlement or compromise in relation to the
Claim without the prior written consent of Cloud Employee; and

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6.2.4. Client will provide Cloud Employee with reasonable information, assistance and co-operation
in responding to and defending the Claim.

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7. PERSONNEL

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7.1. Client acknowledges and agrees that:

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7.1.1. each Personnel is entitled to no less than the number of days’ unpaid vacation leave and sick
leave per annum as specified in the Dedicated Staffing Agreement;

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7.1.2. each Personnel will accrue the number of days of paid sick leave and vacation leave per
month as specified in the Dedicated Staffing Agreement; and

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7.1.3. Personnel will not be required by Client to work on national holidays in Client’s territory, unless
specifically requested by Client, in which case Client shall pay the Overtime Fees.

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7.2. The Parties agree the following process shall apply in respect any Personnel’s request for
vacation leave (unless expressly stated otherwise in the Dedicated Staffing Agreement):

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7.2.1. any vacation leave by Personnel must be pre-authorised by Client;

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7.2.2. any vacation leave by Personnel will, unless Client agrees otherwise, be for a maximum of 5
Working Days per vacation period; and

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7.2.3. any requests by Personnel for vacation leave must be submitted and approved 2 times the
length of the vacation leave itself in advance (i.e. for a 5 days’ vacation leave, the request
must be approved no less than 10 days in advance).

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7.3. If any Personnel supplied by Cloud Employee under the Agreement resigns, gives notice of
resignation, or otherwise ceases to provide the Services for any reason other than due to
Client’s breach of the Agreement, Cloud Employee shall provide Client no less than 30 days’
advance notice where reasonably practicable and, in any event, with as much advance prior
notice as reasonably possible. Cloud Employee shall, at its own cost and as soon as
reasonably practicable, use all reasonable endeavours to source and provide a replacement of
equivalent knowledge and expertise and acknowledges that Client has the right to refuse the
replacement if, in its reasonable view, the replacement is not sufficiently qualified to undertake
the work required in providing the Services. If there is any period between the departure of the
resigning Personnel and the commencement of the replacement Personnel, Client shall not be
obliged to pay the Fees for any Services not delivered during such period.

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7.4. Where a designated person has been identified to act as Personnel for the supply of the
Services under a Dedicated Staffing Agreement, Cloud Employee has the right to supply a
substitute of equivalent knowledge and expertise and acknowledges that Client has the right to
refuse the substitute if, in its reasonable view, the substitute is not sufficiently qualified to
undertake the work required in providing the Services. If a substitute Personnel is to be
provided Cloud Employee will notify Client as soon as reasonably practicable.

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7.5. If Client is not satisfied with the output and/or general standards of any Personnel, the Parties
agree to follow the following process:

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7.5.1. Client will notify the CS Manager by providing constructive feedback around the issues and
this first notice will act as a formal verbal warning;

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7.5.2. if it is determined by Client, acting reasonably and in good faith, that, following a reasonable
period of time, there has been no material improvement in the output and/or general
standards of the Personnel, Client will notify the CS Manager with a written warning detailing
the issues where improvements continue to be required;

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7.5.3. if it is determined by Client, acting reasonably and in good faith, that, following a reasonable
further period of time, there continues to be no material improvement in the output and/or
general standards of the Personnel, Client will notify the CS Manager that it requests the
termination of the Personnel; and

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7.5.4. upon receipt of such termination notice, Cloud Employee will act as promptly as reasonably
possible to find a replacement Personnel, provided however that Client is under no obligation
to take a replacement should the candidates not meet their requirements.

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7.6. Cloud Employee undertakes to Client that when it is making employment decisions which
concern the Personnel, it shall use its best endeavours to ensure that such employment
decisions are based on the principle of equal opportunity and fair treatment, which includes not
discriminating on the basis of race, religion, politics, gender or sexual orientation.

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8. NON-SOLICITATION

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8.1. To protect the legitimate business interests of Cloud Employee, Client agrees not to (and to
procure that its Affiliates do not), without the prior written consent of Cloud Employee, directly
or indirectly solicit, recruit or hire (or attempt to solicit, recruit or hire), during the DSA Term and
for a period of 12 months after termination or expiry of the DSA Term, any Personnel and/or
any person employed or engaged by Cloud Employee who is or has been involved in the
provision of the Services or the management of the Agreement (a "Restricted Person"), other
than by means of a public recruitment campaign open to all-comers and not specifically
targeted at Restricted Persons.

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8.2. If Client commits a breach of clause 8.1, Client will, on demand, pay to Cloud Employee, as
liquidated damages, £20,000 per Restricted Person. The Parties confirm that
these liquidated damages are reasonable and proportionate to protect Cloud Employee's
legitimate interest in performance.

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8.3. To protect the legitimate business interests of Client, Cloud Employee agrees not to (and to
procure that its Affiliates do not), without the prior written consent of Client, directly or indirectly
solicit, recruit or hire (or attempt to solicit, recruit or hire), during the DSA Term and for a period
of 12 months after termination or expiry of the DSA Term, any person employed or engaged by
Client who is or has been involved in the receipt of the Services or the management of the
Agreement, other than by means of a public recruitment campaign open to all-comers and not
specifically targeted at the staff of Client.

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9. CONFIDENTIALITY

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9.1. Each Party undertakes to the other that it shall at all times:

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9.1.1. keep confidential the Confidential Information;

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9.1.2. not use the Confidential Information other than for the purposes of the Agreement; and

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9.1.3. not disclose the Confidential Information to any person, firm or company, other than to its
auditors and other professional advisers, subject to (i) such auditors or professional advisers
being informed of the confidential nature of such Confidential Information, (ii) such auditors or
professional advisers being bound to treat any Confidential Information confidentially either by
contract or by law, and (iii) the receiving Party remaining primarily liable to the disclosing Party
for any breach of this clause by such auditors and/or professional advisers.

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9.2. The undertakings in clause 9.1 shall not apply to any Confidential Information which:

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9.2.1. is in the public domain other than by default of the receiving Party;

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9.2.2. is obtained by the receiving Party from a bona fide third party, having no restraint on its free
right of disposal;

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9.2.3. the non-disclosing Party gives specific authorisation in writing to the disclosing Party prior to
that disclosure or use;

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9.2.4. is or has already been independently generated by the receiving Party;

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9.2.5. is disclosed in order to enforce the disclosing Party’s rights pursuant to the Agreement; or

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9.2.6. is required to be disclosed by any Applicable Law or the valid order of a court of competent
jurisdiction, or the request or direction of any governmental or other regulatory authority or
agency or a recognised stock exchange on which the receiving Party (or, if applicable, its
ultimate holding company) is listed.

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10. DATA PROTECTION

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10.1. Each Party will comply with all Applicable Laws in its processing of Personal Data under or in
connection with the Agreement (the "Data Protection Laws"). This clause is in addition to, and
does not relieve, remove, or replace, a Party’s obligations or rights under Data Protection Laws.

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10.2. Where one Party (the "Data Discloser") shares personal data with the other Party (the "Data
Recipient") as controllers ("Shared Personal Data"), the Data Recipient will:

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10.2.1. only process the Shared Personal Data for the purpose set out in the Agreement or otherwise
agreed in writing by the Parties (the "Agreed Purpose"); and

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10.2.2. not retain or process the Shared Personal Data for longer than is necessary to carry out the
Agreed Purpose.

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10.3. Without prejudice to clause 10.1, each Party will:

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10.3.1. ensure that it has all necessary notices and lawful bases in place to process the Shared
Personal Data for the Agreed Purpose;

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10.3.2. give full information to any data subject whose Shared Personal Data may be processed
under the Agreement of the nature of that processing;

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10.3.3. ensure that it has in place appropriate technical and organisational measures to protect
against unauthorised or unlawful processing of Shared Personal Data and against accidental
loss or destruction of, or damage to, Shared Personal Data;

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10.3.4. provide reasonable assistance to the other Party in complying with the Data Protection Laws
in relation to the processing of Shared Personal Data, including by (i) promptly informing the
other Party about the receipt of any data subject rights request; (ii) providing the other Party
with reasonable assistance in complying with any data subject rights request; and (iii)
notifying the other Party without undue delay on becoming aware of any personal data breach
in relation to the Shared Personal Data and doing all things reasonably necessary to assist
the other Party in mitigating the effects of the personal data breach;

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10.3.5. not engage a third party to process any Shared Personal Data without the prior written
consent of the Data Discloser, which will not be unreasonably withheld or delayed; and

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10.3.6. at the written direction of the Data Discloser, delete or return to the Data Discloser all Shared
Personal Data when it is no longer needed to perform the Services and in any event on
termination or expiry of the Agreement, unless the Data Recipient is required by any Data
Protection Laws to continue to process any Shared Personal Data.

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11. INTELLECTUAL PROPERTY

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11.1. Subject to clause 11.5, Cloud Employee assigns to Client, immediately on creation, with full title
guarantee, all Intellectual Property Rights in the Deliverables (excluding any Client’s Materials
or Cloud Employee’s Materials contained within them).

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11.2. Cloud Employee and its licensors will retain ownership of all Intellectual Property Rights in
Cloud Employee’s Materials. Cloud Employee grants Client a non-exclusive, royalty-free,
non-transferable, perpetual and irrevocable licence (with the right to grant sublicences) to use,
copy and modify Cloud Employee’s Materials for the purpose of receiving and using the
Services and the Deliverables.

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11.3. Client grants Cloud Employee a non-exclusive, royalty-free, non-transferable licence to use,
copy and modify, during the DSA Term, the Deliverables assigned to Client under clause 11.1
for the sole purpose of Cloud Employee providing the Services to Client in accordance with the
Agreement.

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11.4. Cloud Employee will obtain, to the maximum extent permitted by Applicable Laws, waivers of
all moral rights in the Deliverables to which any person (including any Personnel) is now, or
may be at any future time, entitled.

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11.5. Cloud Employee’s assignment of Intellectual Property Rights in relation to any Deliverables
under clause 11.1 is subject to Cloud Employee receiving payment of all Fees and other sums
attributable to the relevant Deliverables.

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11.6. Cloud Employee will, promptly at Client's request, do (or procure to be done) all further acts
and things and execute (or procure the execution of) all other documents as Client may from
time to time require for the purpose of securing for Client all right, title and interest in and to the
Intellectual Property Rights assigned to Client under the Agreement.

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12. LIMITATION OF LIABILITY

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12.1. Client acknowledges that, except as expressly set out in the Agreement, Cloud Employee
makes no express or implied warranties in relation to the Services and the Deliverables,
including regarding specific project outcomes. Any term that would be implied into the
Agreement, including any condition or warranty, whether express, implied, statutory or
otherwise, is hereby excluded.

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12.2. Nothing in the Agreement limits or excludes either Party’s liability:

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12.2.1. for deliberate or wilful default;

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12.2.2. for death or personal injury caused by negligence or the negligence of a Party’s personnel,
agents or subcontractors;

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12.2.3. for fraud or fraudulent misrepresentation; or

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12.2.4. that cannot legally be limited.

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12.3. Neither Party (including their respective officers, employees or agents) shall be liable to the
other Party in contract, tort (including negligence), breach of statutory duty or otherwise for any
loss, damage, costs or expenses of any nature whatsoever incurred or suffered by the other
Party of an indirect, special, incidental or consequential nature, including any loss of data, and
any economic loss or other loss of profits, business, contracts, revenue or goodwill, arising out
of or in connection with the Agreement, including the provision of the Services and the
Deliverables.

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12.4. The maximum aggregate liability of Cloud Employee, whether in contract, tort (including
negligence), breach of statutory duty or otherwise under or in connection with each Dedicated
Staffing Agreement will not exceed the total Fees paid by Client to Cloud Employee during the
12 months immediately prior to the date that the claim first arises.

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12.5. Any term which limits or excludes any term, condition, or warranty, express or implied, or the
liability of either Party will apply to the maximum extent permitted by law.

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13. TERMINATION

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13.1. Without prejudice to any other rights and/or remedies available to it under the Agreement,
Applicable Laws, or otherwise, and subject to clause 13.2 to 13.4, each Party may terminate
the Agreement with immediate effect by written notice to the other Party in the event of any of
the following (each a "Termination Event"):

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13.1.1. a Party is in Material Breach of the Agreement and the breach:

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13.1.1.1. is not capable of being remedied; or

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13.1.1.2. if capable of being remedied, is not remedied within 10 days of written notice from the
other Party specifying the breach and requiring it to be remedied; or

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13.1.2. a Party becomes or is insolvent, commits any act of bankruptcy, enters into any arrangement
with its creditors or (in the case of a company does any act which would render it liable to be
liquidated), or if a resolution is passed or proceedings commenced for its liquidation or
voluntary administration or if a receiver is appointed in respect of all or any of its assets.

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13.2. Each Party acknowledges and agrees that in any circumstances where a Termination Event
occurs and the non-breaching Party terminates an individual Dedicated Staffing Agreement,
and such termination of an individual Dedicated Staffing Agreement does not in and of itself
affect the operation and continuation of any other Dedicated Staffing Agreements (or these
General Terms in respect of those other Dedicated Staffing Agreements) then in existence and
which have not expired or themselves been expressly suspended or terminated.

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13.3. Where a Party has a right to terminate any individual Dedicated Staffing Agreement, then such
Party may terminate such Dedicated Staffing Agreement in whole or part.

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13.4. Termination of the Agreement shall not affect either Party’s rights or obligations accruing prior
to such termination and termination of the Agreement and/or any other Dedicated Staffing
Agreement will not limit either Party from pursuing other remedies available to it.

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14. CONSEQUENCES OF TERMINATION

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14.1. Upon termination or suspension of the Agreement, each Party shall (and Cloud Employee shall
procure that all Personnel shall):

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14.1.1. immediately cease to use the other Party’s Confidential Information, Trademarks and/or
Materials; and

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14.1.2. promptly destroy or, if requested by the other Party, deliver to the other Party all Materials and
Confidential Information belonging to the other Party.

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14.2. If termination of the Agreement results in the termination of the employment of the Personnel
by Cloud Employee, Cloud Employee will comply with all Applicable Laws and agreements in
all applicable jurisdictions (including any minimum statutory and contractual notice periods) in
respect of such termination.

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15. SURVIVAL

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15.1. Any provision of the Agreement that expressly or by implication is intended to come into or
continue in force on or after termination or expiry of the Agreement will remain in full force and
effect, including: clause 7.6 (Non-Solicitation); clause 9 (Confidentiality); clause 10 (Data
Protection); clause 11 (Intellectual Property); clause 12 (Limitation of Liability); clause 14
(Consequences of Termination); clause 15 (Survival); clause 19 (Assignment); and clause 24
(Governing Law & Jurisdiction).

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15.2. Termination or expiry of the Agreement will not affect any rights, remedies, obligations or
liabilities of the Parties that have accrued up to the date of termination or expiry, including the
right to claim damages in respect of any breach of the Agreement which existed at or before
the date of termination or expiry.

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16. FORCE MAJEURE

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16.1. If a Party is prevented from, hindered, or delayed in performing any of its obligations pursuant
to the Agreement due to a Force Majeure Event (save for any payment obligations) (the
"Affected Party"), the Affected Party shall not be in breach of the Agreement or otherwise
liable for such failure or delay in performance of its affected obligations and the Affected Party
shall be excused from such obligations under the Agreement, provided that:

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16.1.1. the Affected Party promptly (and in any event within 7 days starting on the day such Force
Majeure Event commenced) notifies the other Party in writing of its intention to do so, and
provides details of the nature and impact on its performance; and

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16.1.2. the Affected Party has used its reasonable endeavours to mitigate the effects of the Force
Majeure Event on its obligations.

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16.2. If the Force Majeure Event continues for more than 60 consecutive days or 30 aggregate days
within any 90-day period from when the Force Majeure Event starts, then either Party may
terminate the Agreement by giving not less than 10 days’ prior written notice to the other Party.

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17. RELATIONSHIP

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17.1. The Agreement does not constitute a contract of employment, and Cloud Employee is an
independent company and that no employer-employee or partnership relationship exists
between Client and Cloud Employee.

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17.2. Nothing in the Agreement is intended to, or will be deemed to, establish any partnership or joint
venture between the Parties, constitute either Party as the agent of the other Party, or authorise
any Party to make or enter into any commitments for or on behalf of the other Party.

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17.3. Each Party confirms it is acting on its own behalf and not for the benefit of any other person.

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18. ENTIRE AGREEMENT

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18.1. The Agreement and the documents referred to in it together represent the entire terms agreed
between the Parties in relation to its subject matter and supersede and extinguish any prior
drafts, and all previous contracts, arrangements (including any usage or custom and any terms
arising through any course of dealing), representations, and warranties of any nature between
the Parties relating to its subject matter, whether or not in writing.

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18.2. Each Party acknowledges and agrees that in entering into the Agreement and the documents
referred to in it, on the terms set out in the Agreement and those documents:

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18.2.1. it is not relying upon (and shall have no remedy in respect of) any statement, representation,
warranty, promise or assurance made or given by any other Party or any other person
(whether negligently or innocently made), whether or not in writing, at any time prior to the
execution of the Agreement which is not expressly set out in the Agreement; and

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18.2.2. its only remedy in respect of any untrue statement, representation, warranty, promise or
assurance expressly set out in the Agreement shall be for breach of contract.

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19. ASSIGNMENT

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19.1. Subject to clause 19.2, neither Party shall assign, transfer, mortgage, charge, subcontract,
delegate, declare a trust over or deal in any other manner with any of its rights and obligations,
in whole or in part, under the Agreement.

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19.2. Notwithstanding clause 19.1, either Party may, without the prior consent of the other Party,
assign, transfer, sub-contract or sub-license its rights in whole or in part to:

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19.2.1. any company, person, partnership or similar who controls that Party or is under common
control with that Party or is controlled by that Party; or

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19.2.2. a person, firm or corporation who owns or in the future acquires a substantial portion of that
Party’s stocks or assets; or

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19.2.3. any banks or financial institutions providing finance to that Party and requiring the assignment
of the Agreement as security to any banks or financial institutions providing finance to that
Party and requiring the assignment of the Agreement as security.

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20. WAIVER

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20.1. A waiver of any right or remedy is only effective if given in writing and will not be deemed a
waiver of any subsequent right or remedy.

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20.2. A failure or delay to exercise, or the single or partial exercise of, any right or remedy does not
constitute a waiver of that or any other right or remedy, nor does it prevent or restrict any further
exercise of that or any other right or remedy.

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21. VARIATION

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No variation of the Agreement will be effective unless it is in writing and signed by the Parties
(or their authorised representatives) and expressly states that it is amending the Agreement.

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22. ANNOUNCEMENTS

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No Party will make, or permit any person to make, any public announcement concerning the
existence, subject matter or terms of the Agreement, the wider transactions contemplated by it,
or the relationship between the Parties, without the prior written consent of the other Party
(consent not to be unreasonably withheld or delayed), except as required by law, any
governmental or regulatory authority (including any relevant securities exchange), or any court
or other authority of competent jurisdiction.

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23. NOTICES

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23.1. Any notice, demand or other document to be served on either Party under the provisions of the
Agreement or any communication between the Parties arising from the Agreement shall be in
English and in writing and shall be sent to the contacts at the addresses stated in the
Agreement above, or to an address of which either Party has previously notified the other Party
in accordance with this clause.

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23.2. All notices shall be delivered by hand or courier, with a copy sent by email.

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23.3. All notices shall be deemed, until the contrary is proved, to have been duly given if signed by or
on behalf of a duly authorised officer of the Party giving the notice and to have been received,
as applicable, when delivered by hand or on the date on which they would have been received
in the normal course of couriering, or when transmitted in the case of email (provided there is
no notification of delivery failure).

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24. GOVERNING LAW & JURISDICTION

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24.1. The Agreement and any dispute, controversy or claim (including any non-contractual dispute,
controversy or claim) arising out of or in connection with the Agreement, including any question
regarding its existence, validity, formation or termination (a "Dispute") shall be governed by and
construed in accordance with the Governing Law.

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24.2. Each Party irrevocably agrees that the Designated Courts shall have exclusive jurisdiction to
hear, settle and/or determine a Dispute and, for these purposes, each Party irrevocably submits
to the jurisdiction of the Designated Courts.

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25. SEVERABILITY

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If any provision of the Agreement shall be prohibited by or adjudged by a court to be unlawful,
void or unenforceable, such provision shall, to the extent required, be severed from the
Agreement and rendered ineffective as far as possible without modifying the remaining
provisions of the Agreement and shall not in any way affect any other circumstances or the
validity or enforcement of the Agreement. In such event, the Parties shall, acting in good faith,
use their respective reasonable endeavours to negotiate and agree upon a substitute provision
which is validly enforceable and achieves to the greatest extent the objectives of the prohibited
provision.

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26. THIRD PARTIES

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The Agreement does not give rise to any rights for a third party to enforce any term of the Agreement.

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27. DEFINITIONS AND INTERPRETATION

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27.1. For the purposes of the Agreement the following words shall have the meanings set out below:
"Affiliate" means, in relation to a Party, any entity that directly or indirectly controls, is controlled by,
or is under common control with that Party from time to time.
"Agreement" has the meaning set out in clause 1.3.
"Applicable Laws" means all international, national, provincial, local and municipal legislation,
regulations, statutes, by-laws, decrees, orders, consents and/or other laws of any relevant
governmental authority and any other instrument having the force of law as may be issued and in
force from time to time relating to or connected with the activities contemplated under the Agreement.
"Cloud Employee" means Cloud Employee Limited, a company registered in England and Wales
with company number 09039315 and a principal place of business at 77 New Cavendish Street,
London, England, W1W 6XB.
"Client" means the party entering into the Dedicated Staffing Agreement with Cloud Employee,
procuring the Services and the Deliverables.
"Confidential Information" means all information of any kind, whether communicated verbally, in
printed or electronic form by a Party to the other, and whether or not indicated or labelled as
‘confidential’, including: (a) technical information, data, know-how and information relating to the
disclosing Party’s (or its respective holding, related or subsidiary companies) business and financial
information, marketing strategies, product information, plans or intentions, software configuration
information, personal data, customer data and operations and ideas which are generally not available
to the public, including trade secrets, designs, programs in machine readable, visually readable or
other form and disclosed by one Party to the other, whether before or after the date of the
Agreement, for the purposes relating to the Agreement; and (b) the terms and conditions of the
Agreement, including any schedules, annexures, exhibits, appendices thereto, and any other
document incorporated into the Agreement by reference and the fact of the existence of the
Agreement.
"Dedicated Staffing Agreement" means an agreement entered into by the Parties in accordance
with clause 1, describing the Services and the Deliverables (as applicable) to be supplied by Cloud
Employee to Client.
"Deliverables" means all equipment, products, materials and documents provided or developed by
Cloud Employee and its Personnel as part of or in relation to the Services in any form or media,
including any deliverables listed in a Dedicated Staffing Agreement.
"Designated Courts" means the courts of England and Wales.
"Fees" shall have the meaning set out in clause 4.1.
"Force Majeure Event" means any event beyond the reasonable control of the affected Party,
including: (a) war (whether declared or not), civil war, riots, revolution, terrorism, acts of sabotage
and/or piracy; (b) natural disasters such as violent storms, earthquakes, tsunamis, tidal waves, floods
and/or lightning, epidemics and pandemics; (c) explosions, fires and/or destruction of plant, machinery
and/or premises; (d) strikes and labour disputes of all kinds (but excluding those concerning the
affected Party’s own workforce); (e) acts of authority, whether lawful or unlawful, including acts of
government or governmental instrumentality, law, judgement, order, or decree except for (i) acts for
which the affected Party has assumed the risk by virtue of other provisions of the Agreement; and (ii)
any lack of authorisation, licence or approval necessary for the performance of the Agreement which
is to be issued by any public authority; (f) default or otherwise non-performance by a supplier or
subcontractor of the affected Party (other than by companies in the same group as the Party seeking
to rely on the Force Majeure Event); and/or (g) any other cause whatsoever beyond the affected
Party’s control, unless the event arising (directly or indirectly) is as a result of any wilful act or default
of the affected Party.
"General Terms" means the terms and conditions set out herein, under which Dedicated Staffing
Agreements may be placed.
"Governing Law" means the laws of England and Wales.
"Intellectual Property Rights" means patents, rights to inventions, copyright and related rights,
moral rights, trade marks, business names and domain names, goodwill and the right to sue for
passing off, rights in designs, rights in computer software, database rights, rights to use and protect
the confidentiality of confidential information (including know-how and trade secrets), and all other
intellectual property rights, in each case whether registered or unregistered and including all
applications and rights to apply for renewals or extensions of, or to claim priority from, those rights
and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the
future in any part of the world.
"Material Breach" means either: (a) a substantial nonfulfillment of any of the duties and obligations
which constitute a condition within the Agreement; or (b) repeated breaches any of the terms of the
Agreement in such a manner as to reasonably justify the opinion that a Party’s conduct is inconsistent
with it having the intention or ability to give effect to the terms of the Agreement.
"Materials" means all materials, equipment and tools, drawings, specifications and data belonging to
each Party which may be supplied by such Party to the other Party in the course of provision of the
Services and the Deliverables.
"Party" means individually Cloud Employee or Client, and "Parties" means collectively Cloud
Employee and Client.
"Personal Data" means any information that identifies, relates to, describes, is reasonably capable of
being associated with, or could reasonably be linked, directly or indirectly, to an identified or
identifiable natural person.
"Personnel" means any and all persons engaged or appointed by Cloud Employee for the provision
of the Services to Client, including employees, consultants, agents and subcompanies of Cloud
Employee.
"Services" means the services as set out in a Dedicated Staffing Agreement, including the delivery of
any Deliverables, to be provided by Cloud Employee.
"Tax" or "Taxes" means all income taxes, indirect taxes, cess, levies, charges, duties, local or
municipal taxes etc., including any service tax, sales tax, value added tax, advertising related tax,
municipal tax, stamp duties, fees, cess customs, tariffs, imposts and government-imposed surcharges
etc and shall include any interest and/or penalties that may ensue in respect of any and all of the
above.
"Trademarks" means the names and marks associated with each Party.
"Working Day" means any day, other than a Saturday, Sunday or public holiday in the place where
the Services are performed, on which banks are open for general business.
"Working Hours" means the period from 8.00am to 5.00pm on any Working Day.

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27.2. In the interpretation of the Agreement, unless the context otherwise requires:

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27.2.1. words importing the singular shall include the plural and vice versa;

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27.2.2. derivatives from a word given a certain meaning or interpretation have a corresponding
corollary meaning or interpretation;

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27.2.3. words denoting the masculine gender shall include the feminine and neuter gender and vice
versa;

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27.2.4. a person includes a natural person, corporate or unincorporated body (whether or not
having separate legal personality);

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27.2.5. references to a Party includes its personal representatives, successors or permitted assigns;

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27.2.6. references to documents or agreements (including the Agreement) include references to
amendments, novations, replacements and supplementary documents or agreements;

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27.2.7. a reference to a statute or statutory provision is a reference to such statute or statutory
provision as amended or re-enacted. A reference to a statute or statutory provision includes
any subordinate legislation made under that statute or statutory provision, as amended or
re-enacted;

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27.2.8. any phrase introduced by the terms ‘including’, ‘include’, ‘in particular’ or any similar
expression shall be construed as illustrative and shall not limit the sense of the words
preceding those terms;

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27.2.9. headings in the Agreement are inserted for convenience only and do not form part of the
Agreement or affect the interpretations thereof;

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27.2.10. a reference to writing or written includes e-mails; and

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27.2.11. in case of any matter stated to be subject to the approval or consent of a person, save as
otherwise stated, such approval or consent may be given or withheld by such person acting
in its sole discretion and the words approve, approval and consent shall be construed
accordingly.

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