PUBLIC INDEPENDENT CONTRACTOR AGREEMENT

Background:

This Independent Contractor Agreement (“Agreement”) is entered between:

Company: GREESPI INTERNATIONAL LIMITED located at 71-75, Shelton Street, Covent Garden, London, WC2H 9JQ, UNITED KINGDOM (“Client”) and
any legal entity or individual acting as the Contractor and signing Schedule A (hereinafter referred to as the “Contractor”) to enter into this public agreement (hereinafter referred to as the “Agreement”).
Client and Independent Contractor may each be referred to in this Agreement as a “Party” and collectively as the “Parties”.

Services

1. Independent Contractor shall provide the services to Client. The nature of the brand content to be promoted and the specific details and requirements of the promotion is outlined in the attached Schedule A. During the Term, Contractor agrees to be engaged for the purpose of promoting the brand content and to be bound by the guidelines as attached as Schedule A (“Guidelines”) In addition, the Independent Contractor shall perform such duties and tasks, or changes to the Services, as may be agreed upon by the Parties.

Work Product

2. Work Product means any and all works, including work papers, notes, materials, approaches, designs, specifications, systems, innovations, improvements, inventions, software, programs, source code, documentation, training materials, audio or audiovisual recordings, methodologies, concepts, studies, reports, whether finished or unfinished, and whether or not included in the Services description, that are developed, produced, generated, or provided by Contractor in connection with Contractor’s performance of its duties under the Agreement or through use of any funding provided under this Contract.

Compensation

3. For the performance of the Services by the Independent Contractor, the Client shall pay the Independent Contractor the remuneration, the amount and procedure of payment of which is specified in Schedule A.

Independent Contractor will not be reimbursed for his own costs:

All costs and expenses incurred by Independent Contractor in connection with the performance of the Services shall be the sole responsibility of and paid by Independent Contractor.

Term and Termination

4. The Independent Contractor's interaction with the Client under this Agreement shall commence upon signing of Schedule A.

5. Termination:

After all of the Services are complete: The Parties agree and acknowledge that this Agreement and Independent Contractor’s engagement with Client shall terminate upon the completion of the Services.

6. Upon termination, Independent Contractor agrees to return all of the Client’s property used in performance with the Services, including but not limited to, computers, keys, cell phones, reports and other documents and equipment.

Lost Property

7. The Independent Contractor shall reimburse Client for any Client’s property lost or damaged in an amount equal to the market price of such property.

No Partnership or Agency

8. The Parties agree and acknowledge that Independent Contractor is an independent contractor and is not, for any purpose, an employee of Client. Independent Contractor does not have any authority to enter into agreements or contracts on behalf of Client and shall not represent that it possesses any such authority.

9. Independent Contractor shall not be entitled to any of Client’s benefits, including, but not limited to, coverage under medical, dental, retirement or other plans. Client shall not be obligated to pay worker's compensation insurance, unemployment compensation, social security tax, withholding tax or other taxes or withholdings for or on behalf of the Independent Contractor in connection with the performance of the Services under this Agreement. Nothing contained in this Agreement shall be deemed or construed by the Parties to create the relationship of a partnership, a joint venture or any other fiduciary relationship.

10. Independent Contractor is responsible for the withholding and payment of all taxes and other assessments arising out of their performance of Services.

Confidentiality

11. Independent Contractor will be exposed to confidential information.

Confidential and Proprietary Information: Independent Contractor will be exposed to confidential and proprietary information of the Client. “Confidential Information” means any data or information that is considered sensitive, material of which is not generally known to the public, including but not limited to, information relating to development and plans, marketing strategies, finance, operations, systems, concepts, documentation, reports, data, specifications, computer software, source code, object code, flow charts, data, databases, inventions, trade secrets, customer lists, customer relationships customer profiles, supplier lists, supplier relationships, supplier profiles, pricing, sales estimates, business plans and internal performance results relating to the past, present or future business activities, technical information, designs, processes, procedures, formulas or improvements, which Client considers confidential and proprietary. Independent Contractor acknowledges and agrees that the Confidential Information is valuable property of Client, developed over a long period of time at substantial expense and that it is worthy of protection.

Confidentiality Obligations: Except as otherwise expressly permitted in this Agreement, Independent Contractor shall not disclose or use in any manner, directly or indirectly, any Confidential Information either during the term of this Agreement or at any time thereafter, except as required by the government enforcement bodies or with Client’s prior written consent.

Irreparable Harm: Independent Contractor acknowledges that use or disclosure of any Confidential Information in a manner inconsistent with this Agreement will give rise to irreparable injury for which damages would not be a remedy. Client shall be entitled to equitable or injunctive relief against the unauthorized use or disclosure of Confidential Information. In any action brought by Client under this Section, Client shall be entitled to recover its attorney’s fees and costs from Independent Contractor.

Rights in Confidential Information: All Confidential Information disclosed to Independent Contractor by Client is and shall remain the sole and exclusive property of the Client and is disclosed or permitted to be acquired by Independent Contractor solely in reliance on Independent Contractor’s agreement to maintain the confidential information in confidence and not to use or disclose the Confidential Information to any other person.

Ownership of Work Product

12. Client has ownership: The Parties agree that all Work Product, information, or other materials developed by Independent Contractor in connection with the performance of the Services under this Agreement, any intellectual property rights are the sole and exclusive property of Client. The Parties acknowledge that the Work Product be considered a “work made for hire” within the definition of Section 101 of the Copyright Act of 1976, as amended, (the “Copyright Act”) and that Client is deemed to be the author and is the owner of all copyright and all other rights therein. If the Work Product is not deemed to be a “work made for hire” under the Copyright Act, then Independent Contractor hereby assigns to Client all of Independent Contractor’s rights, title and interest in and to the Work Product, including but not limited to all copyrights, publishing rights and rights to use, reproduce and otherwise exploit the Work Product in any and all formats, media, or all channels, whether now known or hereafter created.

Non-Compete.

13. Independent Contractor agrees and covenants that during the term of this Agreement, and for a period of 12 months following the termination of this Agreement, Independent Contractor will not, directly or indirectly, perform or engage in the same or similar activities as were performed for Client for any business that is directly or indirectly in competition with Client.

Non-Solicit

14. Independent Contractor agrees and covenants that for a period of 36 months following the termination of this Agreement, Independent Contractor will not, directly or indirectly, solicit any officer, director or employee, or any customer, client, supplier or vendor of Client for the purpose of inducing such party to terminate its relationship with Client in favor of Independent Contractor or another business directly or indirectly in competition with Client.

Mutual Representations and Warranties.

15. Both Client and Independent Contractor represent and warrant that each Party has full power, authority and right to execute and deliver this Agreement, has full power and authority to perform its obligations under this Agreement, and has taken all necessary action to authorize the execution and delivery of this Agreement.

No other consents are necessary to enter into or perform this Agreement.

Independent Contractor Representation and Warranties.

16. Independent Contractor representations and warrants that it has all the necessary knowledge, tools, measures, licenses, permits and registrations required to perform the Services under this Agreement in accordance with applicable federal, state and local laws, rules and regulations.

Indemnification.

17. The Independent Contractor shall indemnify and hold harmless Client from any damages, claims, liabilities, loss, and expenses, including reasonable attorney’s fees, arising out of any act or omission of Independent Contractor in performing the Services or the breach of any provision of this Agreement by Independent Contractor.

Governing Law.

18. This Agreement is entered into in accordance with the laws of the United Kingdom of Great Britain and Northern Ireland and shall be construed and interpreted in accordance with the applicable laws governing the conclusion and performance of contracts worldwide. This document is a complete and exclusive statement of the terms of this Agreement and may be amended only by the Customer with the obligatory notification of the Contractor by email.

Disputes.

19. Any dispute arising from this Agreement shall be resolved through:

Negotiations.

Court litigation: Disputes shall be resolved in the courts of the United Kingdom of Great Britain and Northern Ireland. If either Party brings legal action to enforce its rights under this Agreement, the prevailing party will be entitled to recover from the other Party its expenses, including reasonable attorneys' fees and costs, incurred in connection with the action and any appeal.

Binding Effect.

20. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns.

Assignment.

21. The interests of Independent Contractor are personal to Independent Contractor and cannot be assigned, transferred, or sold without the prior written consent of Client.

Force Majeure.

22. If either Party is unable to perform any of its obligations by reason of fire or other casualty, strike, act or order of public authority, act of God, or other cause beyond the control of such Party, and the above circumstances are proven as beyond their control by an independent government body, then such Party shall be excused from such performance during the pendency of such cause.

Entire Agreement.

23. This Agreement constitutes the entire agreement between the Parties hereto with respect the subject matter hereof, and supersedes all prior negotiations, understandings, and agreements of the Parties.

Amendments.

24. No supplement, modification or amendment of this Agreement will be binding unless executed in writing by both of the Parties and communicated to emails of the Parties as provided by this Agreement

Notices.

25. Any notice or other communication given or made to either Party under this Agreement shall be in writing and delivered by hand, sent by courier service, or sent by certified or registered mail, return receipt requested, to the address stated above or to another address as that Party may subsequently designate by notice, or to the designated email addresses as per para 24, and shall be deemed given on the date of delivery.

Waiver.

26. Neither Party shall be deemed to have waived any provision of this Agreement or the exercise of any rights held under this Agreement unless such waiver is made expressly and in writing. Waiver by either Party of a breach or violation of any provision of this Agreement shall not constitute a waiver of any subsequent or other breach or violation.

Further Assurances.

27. At the request of one Party, the other Party shall execute and deliver such other documents and take such other actions as may be reasonably necessary to affect the terms of this Agreement.

Severability.

28. If any provision of this Agreement is held to be invalid, illegal, or unenforceable in whole or in part, the remaining provisions shall not be affected and shall continue to be valid, legal, and enforceable as though the invalid, illegal or unenforceable parts had not been included in this Agreement.

Concluding remarks.

29. The Agreement shall be binding on the Customer from the date of its publication on the official website greespi.com (hereinafter referred to as the Website).

30. The Agreement shall be binding on the Contractor from the moment of acceptance of the Customer's offer to enter into the Agreement.

31. The Agreement shall be concluded by the Contractor's accession to the Agreement proposed by the Customer as a whole and acceptance of all essential terms of the Agreement without signing a written copy and shall be legally binding. The Contractor may not offer its own terms of the Agreement.

32.The basis for the Contractor's accession to the Agreement is the completion and signing of Annex A by the Contractor, and confirmation from the Customer by email notification.