CONSULTING AGREEMENT

This Consulting Agreement (this “Agreement”) is made effective as of the “Effective Date” (as hereinafter defined) by and between Lumos AI Labs Corp. (the “Company” and, collectively with any and all of its current or future subsidiaries, affiliates, successors or assigns, the “Company Group”) and the person who has electronically agreed to all of the terms and conditions of this Agreement (“Independent Contractor”).

1. Services.

1. Services.  During the term of this Agreement, Independent Contractor will provide services to the Company in the form of artificial intelligence training, as well as any other services mutually agreed to by the parties hereto from time to time (the “Services”).  Independent Contractor represents that Independent Contractor is duly licensed (as applicable) and has the qualifications, the experience and the ability to properly perform the Services. Independent Contractor shall use Independent Contractor’s best efforts to perform the Services such that the results are satisfactory to the Company.
2. Past and Future Activities.  This Agreement applies to Independent Contractor’s consulting relationship with the Company. For purposes of clarity, if (i) Independent Contractor performed work, activities, or services, or otherwise made efforts, on behalf of the Company Group or for its benefit, or in anticipation of Independent Contractor’s involvement with the Company Group (whether before or after the inception of the Company) that would have been within the scope of Independent Contractor’s consulting relationship if performed during the term of this Agreement or (ii) within one (1) year after Independent Contractor’s consulting relationship with the Company ends Independent Contractor becomes reengaged by any member of the Company Group, then, unless the Company and Independent Contractor otherwise agree in writing, this Agreement shall apply to all such past and future work, activities, services, and efforts.  Without limiting the foregoing, the “Relationship” refers to Independent Contractor’s consulting relationship with the Company, whether commenced before, on, or after the Effective Date.

2. Fees.  As consideration for the Services to be provided by Independent Contractor and other obligations, the Company shall pay to Independent Contractor amounts as determined on a per project basis from time to time (“Fees”).
3. Expenses.  Independent Contractor shall not be authorized to incur on behalf of the Company Group any expenses and will be responsible for all expenses incurred while performing the Services unless otherwise agreed to by the Company’s President.  If approved, as a condition to receipt of reimbursement, Independent Contractor shall be required to submit to the Company reasonable evidence that the amount involved was both reasonable and necessary to the Services provided under this Agreement.
4. Term and Termination.

1. Term.  Independent Contractor shall serve as a Independent Contractor to the Company for a period commencing on the Effective Date until terminated as provided for herein.
2. Termination for Convenience.  Either party may terminate this Agreement at any time upon five (5) days’ prior written (email suffices) notice.  In the event of such termination, Independent Contractor shall be paid for any portion of the Services that have been performed prior to the termination.
3. Termination for Cause.  Should either party default in the performance of this Agreement or materially breach any of its obligations under this Agreement between the Company and Independent Contractor, the non-breaching party may terminate this Agreement immediately if the breaching party fails to cure the breach within three (3) days after having received written notice by the non-breaching party of the breach or default.
4. Survival.  Sections 4(d), 5, 7, 8, 9, 10, 11, and 15 through 17 shall survive termination or expiration of this Agreement.

5. Independent Contractor.  Independent Contractor’s relationship with the Company will be that of an independent contractor and not that of an employee.

1. Method of Provision of Services.  Independent Contractor shall have sole direction, control and responsibility for determining the method, details and means of performing the Services.  The Company shall not control any manner, method, details, or means by which Independent Contractor performs the Services.  Independent Contractor shall not be permitted to assign, delegate, or subcontract all or any part of the Services to any other person without the prior written authorization of the Company.  If Independent Contractor engages any other person to provide all or any part of the Services, regardless of whether the Company provides such authorization, Independent Contractor shall be fully responsible for each such person’s performance of, or failure to perform, the Services.  Such persons are not and shall not be employees of the Company, and Independent Contractor shall expressly advise such persons of the terms of this Agreement and shall require each such person to execute and deliver to the Company a confidential information and invention assignment agreement containing terms that are at least as protective of the Company as the terms of this Agreement.  The Company and Independent Contractor acknowledge and agree that the Services are outside the usual course of business of the Company.  Independent Contractor warrants that Independent Contractor is customarily engaged in an independently established trade or occupation, and/or has an independently established business, and through such ventures Independent Contractor operates as an independent contractor that provides services (similar to the Services provided under this Agreement) to other clients.
2. No Authority to Bind the Company.  Independent Contractor acknowledges and agrees that Independent Contractor has no authority to enter into contracts that bind the Company Group or create obligations on the part of the Company Group without the prior written authorization of the Company.
3. No Benefits.  Independent Contractor acknowledges and agrees that Independent Contractor shall not be eligible for any employee benefits offered by the Company and, to the extent Independent Contractor otherwise would be eligible for any such employee benefits but for the express terms of this Agreement, Independent Contractor hereby expressly declines to participate in such employee benefits.
4. Taxes.  Independent Contractor shall have full responsibility for applicable taxes for all compensation paid to Independent Contractor under this Agreement, including any withholding requirements that apply to any such taxes, and for compliance with all applicable labor and employment requirements with respect to Independent Contractor’s self-employment, sole proprietorship or other form of business organization. Independent Contractor hereby confirms that the Independent Contractor is not a resident of the United States of America and that all of the Services performed under this Agreement will be performed outside of the United States. Independent Contractor shall submit an applicable W8 form to the Company evidencing the Independent Contractor’s non-US resident status. In the event that the foregoing representation changes, the Independent Contractor must promptly inform the Company of such change.

6. Supervision of Independent Contractor’s Services.  The Company shall not supervise Independent Contractor in the performance of the Services. All of the Services will be as agreed between Independent Contractor and a duly authorized representative of the Company.  Independent Contractor will be required to report to such individual, or another duly authorized representative designated by the Company, concerning the Services performed under this Agreement.  The nature and frequency of these reports will be left to the discretion of the Company.
7. Confidentiality.

1. Confidential Information Definition.  “Confidential Information” means any and all information and physical manifestations thereof not generally known or available outside the Company Group and information and physical manifestations thereof entrusted to the Company in confidence by third parties, whether or not such information is patentable, copyrightable or otherwise legally protectable, and without regard to whether such information and physical manifestations thereof are marked or otherwise designated as “confidential”, “proprietary”, or something similar.  Confidential Information includes, without limitation:  (i) Company IP (as defined below); (ii) IP owned or licensed by the Company Group prior to or outside of this Agreement; (iii) Company Data (as defined below) that Independent Contractor receives, accesses or uses in connection with the Relationship; (iv) access credentials, such as username, password, security key, security token, or PIN; (v) lists of, or information relating to, employees and Independent Contractors of the Company Group (including, but not limited to, the names, contact information, jobs, compensation, and expertise of such employees and Independent Contractors); and (vi) lists of, agreements with, or information relating to, suppliers and customers (including, but not limited to, customers of the Company Group on whom Independent Contractor called or with whom Independent Contractor became acquainted during the Relationship) and any other third parties, price lists, pricing methodologies, cost data, market share data, marketing plans, licenses, contract information, business plans, financial forecasts, historical financial data, budgets or other business information disclosed to Independent Contractor by the Company Group either directly or indirectly, whether in writing, electronically, orally, or by observation.  Notwithstanding the foregoing, Confidential Information does not include information that is generally available to and known by the public through no wrongful act of mine or of others who were under confidentiality obligations as to the item or items involved.
2. Protection of Information.  Independent Contractor understands that during the Relationship, the Company intends to provide Independent Contractor with certain information, including Confidential Information, without which Independent Contractor would not be able to perform Independent Contractor’s duties to or for the Company.  At all times during the Relationship and thereafter, Independent Contractor shall hold any and all Confidential Information that Independent Contractor obtains, accesses, or creates during the Relationship in strictest confidence, shall not use such Confidential Information except for the Company’s benefit and to the extent necessary to perform Independent Contractor’s obligations to the Company in connection with the Relationship, and shall not disclose such Confidential Information to any third party without written authorization from the Company in each instance.  Independent Contractor shall comply with the foregoing obligations whether or not during working hours, until the information at issue is no longer Confidential Information as described herein. Independent Contractor will not make copies of any Confidential Information (including any documents, records, files, media, or other resources containing any Confidential Information) except as authorized by the Company or in the ordinary course of Independent Contractor’s obligations to the Company in connection with the Relationship.  Independent Contractor shall not use Confidential Information in violation of any applicable laws.
3. Third Party Information.  During the Relationship and thereafter, Independent Contractor will not improperly use or disclose to the Company Group any confidential, proprietary or secret information of Independent Contractor’s former employer(s) or any other person, and Independent Contractor will not bring any such information onto the Company Group’s property or place of business or upload or transfer any such information to the Company Group’s property, devices, or cloud services accounts.
4. Other Rights.  This Agreement is intended to supplement, and not to supersede, any rights the Company Group may have in law or equity with respect to the protection of trade secrets or confidential or proprietary information.
5. Permitted Disclosures.  Nothing in this Agreement shall be construed to prevent disclosure of Confidential Information as may be required by applicable law or regulation, or pursuant to the valid order of a court of competent jurisdiction or an authorized government agency, provided that the disclosure does not exceed the extent of disclosure required by such law, regulation, or order.  To the extent legally permissible, Independent Contractor shall promptly provide reasonable advance written notice of any such order to an authorized officer of the Company.  Without limiting the generality of the foregoing:

1. Nothing in this Agreement prohibits or restricts Independent Contractor (or Independent Contractor’s attorney) from communicating with the Securities and Exchange Commission, the Financial Industry Regulatory Authority, or any other applicable regulatory authority regarding a possible securities law violation.
2. Nothing in this Agreement prohibits or restricts Independent Contractor from exercising protected rights, including without limitation those rights granted under Section 7 of the National Labor Relations Act, or otherwise disclosing information as permitted by applicable law, regulation, or order.
3. The U.S. Defend Trade Secrets Act of 2016 (“DTSA”) provides that an individual shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made (A) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and solely for the purpose of reporting or investigating a suspected violation of law; or (B) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.  In addition, DTSA provides that an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual (x) files any document containing the trade secret under seal; and (y) does not disclose the trade secret, except pursuant to court order.

8. IP Matters.

6. IP Definitions.

1. “IP” means any and all (A) processes, machines, manufactures, compositions of matter, and other potentially patentable subject matter of any kind, as well as discoveries, ideas, inventions (whether or not reduced to practice), algorithms, calculations, methods, techniques, technology, production processes, equipment, tools, devices, apparatuses, systems, compounds, formulations, designs, and configurations; (B) written, photographic, audio, video, audiovisual, or other content of any kind (in whatever form embodied), including without limitation software (in whatever form embodied, including source and executable code), content, textual or artistic works, videos, graphics, sound recordings, mask works, manuals, documentation, communications, specifications, memoranda, communications, records, laboratory notebooks, flowcharts, presentations, notes, reports, lists, and other works of authorship and other potentially copyrightable subject matter of any kind; (C) trade names, trade dress, slogans, logos, trademarks, service marks, and other source identifiers and other trademarkable subject matter of any kind; (D) social media handles and domains; (E) trade secrets (including those trade secrets defined under any applicable laws, including without limitation the Uniform Trade Secrets Act and DTSA), business, technical and know-how data and information, non-public information, and confidential information, including all know how, processes, customer, client, and personnel lists or data, business and marketing plans, and marketing information and rights to limit the use or disclosure thereof by any person; (F) data, databases, and data collections of any kind; and (G) any enhancements, improvements, derivatives, or modifications of any kind of any of the foregoing; in each case with respect to subsections (A) through (G) whether or not any of the foregoing is patentable, copyrightable, trademarkable, or otherwise legally protectable.
2. “IP Rights” means any and all intellectual property, industrial, or other proprietary rights of any kind, throughout the world, in IP, including without limitation any and all:  (A) patent rights and any equivalent or similar rights in or relating to patentable subject matter, such as utility models and industrial rights; (B) copyrights and all other rights corresponding thereto, and any equivalent or similar rights in copyrightable works of authorship, semiconductor masks, layouts, architectures or topology, moral and economic rights of authors and inventors, however denominated and any similar or equivalent rights in or relating to any of the foregoing; (C) rights in or relating to trademarks and trade dress of any kind and character and goodwill associated with and symbolized by such trademarks and trade dress; (D) rights in or relating to social media handles and domains; (E) rights in or relating to trade secrets, confidential and proprietary information and know-how, and industrial designs; (F) rights in or relating to data or databases; and (G) rights in or relating to applications and registrations for, all related rights of priority with respect to, and renewals, combinations, divisions, reissues, continuations, or extensions of, any of the rights referred to in subsections (A) through (F) above.
3. “Company IP” means, other than Excluded IP (A) IP that Independent Contractor solely or jointly authors, discovers, develops, conceives, or reduces to practice in connection with, or as a result of, the Services, or otherwise in connection with the Relationship or that includes, incorporates, or otherwise relies upon the use of or results from access to, any Confidential Information; (B) any other work product, deliverables, materials, compilations, analyses or information that Independent Contractor solely or jointly authors, discovers, develops, conceives, or reduces to practice in connection with, or otherwise, or as a result of, the Services, or otherwise in connection with the Relationship, including without limitation Company Data (as defined below); and (C) all IP Rights in any of the foregoing.
4. “Independent Contractor Background IP” means IP that, as of the Effective Date:  (A) has been created by Independent Contractor or on Independent Contractor’s behalf; (B) (x) is owned exclusively by Independent Contractor or jointly by Independent Contractor with others or (y) in which Independent Contractor otherwise has an ownership interest; (C) relates in any way to any of the Company Group’s actual or proposed businesses, products, services, or research and development; and (D) which is not intended to be assigned to the Company hereunder.
5. “Excluded IP” means IP that Independent Contractor solely or jointly authors, discovers, develops, conceives, or reduces to practice:  (A) outside of the Relationship and not in connection with or as a result of the Services; (B) on Independent Contractor’s own time without using the Company’s equipment, supplies, facilities, or Confidential Information; and (C) that do not relate at the time of authorship, discovery, development, conception, or reduction to practice to the Company’s business or actual or demonstrably anticipated research or development.
6. “Moral Rights” means all rights of attribution, paternity, integrity, modification, disclosure and withdrawal, and any other rights throughout the world that may be known as or referred to as “moral rights,” “artist’s rights,” “droit moral,” or the like.

7. Independent Contractor Background IP Disclosure.  Independent Contractor has, prior to the Effective Date, provided to the Company a complete list describing with particularity all of Independent Contractor’s Independent Contractor Background IP.
8. Use or Incorporation of Independent Contractor Background IP and Excluded IP.  If in the course of the Relationship Independent Contractor uses or incorporates into any of the Company Group’s products, services, processes, or machines, or creates in any Company IP any dependency on, any Independent Contractor Background IP or Excluded IP, Independent Contractor will promptly so inform the Company in writing.  Whether or not Independent Contractor gives such notice, Independent Contractor hereby grants to the Company a perpetual, irrevocable, fully paid-up, royalty-free, worldwide, fully transferable and sublicensable (through multiple tiers), nonexclusive right and license to practice and exploit such Independent Contractor Background IP and Excluded IP and to make, have made, copy, modify, prepare derivative works of, use, sell, import, and otherwise distribute and commercialize the product, service, process, machine, or Company IP in which it was used or incorporated, or with respect to which the Company Group has a dependency on such Independent Contractor Background IP or Excluded IP.
9. Company IP and Excluded IP.

1. Records and Disclosure.  Independent Contractor shall keep and maintain adequate and current written records of all IP made or conceived by Independent Contractor (solely or jointly with others) during the Relationship, which such records shall be considered Company IP.  The records may be in the form of notes, sketches, drawings, flow charts, electronic data or recordings, laboratory notebooks, or any other format.  Independent Contractor will make the records available to the Company Group on request.  Independent Contractor will not remove such records from the Company’s place of business or systems except as expressly permitted by the Company Group’s policy which may, from time to time, be revised at the Company’s sole election.  Without limiting the generality of the foregoing, during the Relationship and for a period of twelve (12) months thereafter, Independent Contractor will promptly make full written disclosure to the Company of all IP that Independent Contractor solely or jointly authors, discovers, develops, conceives, or reduces to practice during the period of, or otherwise in connection with, the Relationship for, among other things, the Company to determine which IP is Company IP and which is Excluded IP.
2. Ownership of Company IP.  The Company Group and Independent Contractor intend for all Company IP to be owned solely and exclusively by the Company. Independent Contractor will hold in trust for the sole right and benefit of the Company, and hereby assigns to the Company, or its designee, for no additional consideration, all of Independent Contractor’s right, title and interest (including Moral Rights) in and to any and all Company IP.  Independent Contractor further hereby waives and irrevocably quitclaims to the Company or its designee any and all claims, of any nature whatsoever, that Independent Contractor now has or may hereafter have for infringement of any Company IP.  If Independent Contractor has any rights to Company IP that cannot be assigned to the Company, Independent Contractor hereby grants to the Company a perpetual, irrevocable, fully paid-up, royalty-free, worldwide, fully transferable and sublicensable (through multiple tiers), exclusive right and license to practice and exploit such rights and to make, have made, copy, modify, prepare derivative works of, use, sell, import, and otherwise distribute and commercialize any of the Company’s products or services that may practice such rights.  Without limiting the generality of the foregoing, to the extent Independent Contractor has any Moral Rights in Company IP that cannot be assigned under applicable law, Independent Contractor hereby waives and agrees not to enforce any such Moral Rights, including without limitation any limitation on subsequent modification, to the extent permitted under applicable law.
3. Further Assurances; Power of Attorney.  During and after the Relationship, Independent Contractor agrees to reasonably cooperate with the Company, at the Company’s expense and within the Company’s timeframe, to:  (i) apply for, obtain, perfect, and transfer to the Company the Company IP; and (ii) maintain, protect, and enforce the same, including without limitation by executing and delivering to the Company any and all applications, oaths, declarations, affidavits, waivers, assignments, and other documents and instruments requested by the Company.  Independent Contractor hereby irrevocably grants the Company a power of attorney to execute and deliver any such documents on Independent Contractor’s behalf in Independent Contractor’s name and to do all other lawfully permitted acts to transfer the Company IP to the Company and further the transfer, issuance, prosecution, and maintenance of all IP Rights therein, to the fullest extent permitted by law, if Independent Contractor does not promptly cooperate with the Company’s requests (and without limiting any other rights or remedies the Company may have in such circumstances).  The foregoing power of attorney is coupled with an interest and shall not be affected by Independent Contractor’s subsequent incapacity.

10. Publicity.  Independent Contractor hereby consents to any and all uses and displays by the Company Group and its agents of Independent Contractor’s name, voice, likeness, image, appearance, and biographical information in any media, at any time during or after the Relationship, for all legitimate business purposes of the Company Group.  

9. Privacy.

1. Personal Information Definition.  “Personal Information” means information that identifies, relates to, describes, is reasonably capable of being associated with, or could reasonably be linked, directly or indirectly, with a particular individual or household.
2. Privacy Notice.  Independent Contractor acknowledges that:

1. the Company Group collects certain Personal Information about Independent Contractor, which may include contact information, identification materials, demographic information, professional information, education and training information, financial information, security credentials, information about Independent Contractor’s activity on and use of the Company Group’s facilities and its telecommunications, networking and information processing systems, as well as other work-related information.  The Company Group may collect such information directly from Independent Contractor as well as from supervisors, colleagues, customers, vendors, publicly available sources and other third parties Independent Contractor may interact with as an independent contractor for the Company.  In addition, the Company Group may also collect this information through service providers and other third parties that collect it on the Company Group’s behalf, such as communications providers and payroll providers; and
2. the Company Group uses Independent Contractor’s Personal Information in the ordinary course of business for purposes such as: onboarding, staffing, performance management, training, discipline; supporting and managing personnel; managing access to or use of company systems, facilities, records, property and infrastructure; monitoring personnel conduct and compliance with the Company Group’s policies and practices; improving efficiency; compensation planning and administration; managing business travel; communicating with and between personnel, as well as with designated emergency contacts; investigating, documenting and reporting work-related injuries, illnesses, or grievances; conducting other work-related investigations, audits, and risk assessments; fulfilling contractual obligations to personnel and third parties; and complying with applicable laws.

10. Company Property.

1. Company Equipment; Returning Company Documents.  Independent Contractor acknowledges that he has no expectation of privacy with respect to the Company Group’s telecommunications, networking or information processing systems (including, without limitation, files, email messages, and voice messages) and that Independent Contractor’s activity and any files or messages on or using any of those systems may be monitored or reviewed at any time without notice.  Independent Contractor further acknowledges that any property situated on the Company Group’s premises or systems and owned by the Company, including storage media, filing cabinets or other work areas, is subject to inspection by the Company Group’s personnel at any time with or without notice.  At the time of termination of the Relationship, Independent Contractor will deliver to the Company (and will not keep in Independent Contractor’s possession, recreate or deliver to anyone else) any and all devices, records, data, notes, reports, proposals, lists, correspondence, specifications, drawings, blueprints, sketches, laboratory notebooks, materials, flow charts, equipment, other documents or property, or reproductions of any of the aforementioned items developed by Independent Contractor pursuant to the Relationship or otherwise belonging to the Company Group.
2. Company Data.  Independent Contractor acknowledges that in the course of the Relationship Independent Contractor may collect, receive, access, or use Personal Information and/or other Confidential Information, relating to the Company Group’s customers, potential customers, end-users, suppliers, potential suppliers, employees, independent contractors, and other personnel, or others (collectively, “Company Data”).  As between the Company Group and Independent Contractor, the Company owns all right, title and interest in and to all Company Data. Independent Contractor agrees to collect, receive, access, use, retain and disclose Company Data (i) in compliance with all applicable laws and (ii) solely for the purpose of performing the Services and for no other commercial purpose.  Independent Contractor shall not collect, receive, access, use, retain or disclose Company Data outside of Independent Contractor’s direct business relationship with the Company Group, and shall not combine Company Data with any other information that Independent Contractor receives from or on behalf of another person or business unless specifically requested by the Company Group.  Independent Contractor shall not sell or disclose Company Data to any third party without the Company’s prior written consent unless required by applicable law.  Independent Contractor acknowledges that Company Data may be subject to protection by federal, state or international privacy laws or contractual restrictions on use, and Independent Contractor agrees to adhere to any policies, procedures and instructions that the Company Group has implemented to protect the privacy and security of Company Data.  Independent Contractor hereby permits the Company Group to monitor Independent Contractor’s compliance with such policies, procedures and instructions using manual reviews, automated scans and/or regular assessments, audits or other technical and operational testing, as reasonably required.  Independent Contractor further agrees to delete and permanently destroy the Company Data promptly (i) upon request by the Company, and (ii) upon termination of the Relationship.

11. Restrictive Covenants.

1. Generally.  As described above, Independent Contractor acknowledges that the Company Group’s Confidential Information includes information relating to the Company Group’s customers, potential customers, end-users, suppliers, potential suppliers, employees, independent contractors, and other personnel, and others, and Independent Contractor will not use or disclose such Confidential Information except as authorized by the Company in advance in writing.  Independent Contractor further agrees as follows:

1. Employees, and Independent Contractors.  During the Relationship, and for a period of twelve (12) months immediately following the termination of the Relationship for any reason (the “Restriction Period”), whether with or without cause, Independent Contractor shall not, directly or indirectly, solicit any of the Company Group’s employees or independent contractors to terminate their relationship with the Company Group, either for Independent Contractor or for any other person or entity.
2. Other Parties.  During the Restriction Period, Independent Contractor will not influence any of the Company Group’s actual or potential customers from purchasing the Company Group’s products or services or solicit or influence or attempt to influence any customer either directly or indirectly, to direct any purchase of products and/or services to any person, firm, corporation, institution or other entity in competition with the business of the Company Group.
3. Non-Competition. Independent Contractor understands that the nature of her position gives her access to and knowledge of Confidential Information and places her in a position of trust and confidence with the Company. Independent Contractor further understands and acknowledges that the Company’s ability to reserve Confidential Information for the exclusive knowledge and use of the Company is of great competitive importance and commercial value to the Company, and that improper use or disclosure by her is likely to result in unfair or unlawful competitive activity. Because of the Company’s legitimate business interest as described in this Agreement and the good and valuable consideration offered to Independent Contractor, the receipt and sufficiency of which is acknowledged, Independent Contractor agrees and covenants not to engage in Competitive Activity during the Restriction Period, within the United States, or anywhere else in the world. Independent Contractor agrees that the limitations as to time, geographical area and scope of activity to be restrained in this provision are coextensive with the Company’s footprint and her performance of responsibilities for the Company and are therefore reasonable and not greater than necessary to protect the goodwill or other business interests of the Company. Independent Contractor further agrees that the Company’s need for protection afforded by this provision is greater than any hardship he may experience by complying with its terms. “Competitive Activity” means any direct or indirect non-Company activity (i) that is the same or substantially similar to Independent Contractor’s Services for the Company that relates to, is substantially similar to, or competes with the Company (or its demonstrably planned interests) at the time of termination of the Relationship; or (ii) involving the use or disclosure, or the likelihood of the use or disclosure, of Confidential Information. Competitive Activity does not include being a holder of less than one percent (1%) of the outstanding equity of a public company. Competitive Activity shall not include any activity related to any ready to drink cocktails.  This provision does not, in any way, restrict or impede Independent Contractor from exercising protected rights to the extent that such rights cannot be waived by agreement or from complying with any applicable law or regulation or a valid order of a court of competent jurisdiction or an authorized government agency, provided that such compliance does not exceed that required by the law, regulation, or order.

2. Notice to Third Parties.  During the Restriction Period, Independent Contractor shall inform any entity or person with whom Independent Contractor may seek to enter into a business relationship (whether as an owner, employee, independent contractor or otherwise) of Independent Contractor’s contractual obligations under this Agreement.  Independent Contractor acknowledges that the Company Group may, with or without prior notice to Independent Contractor and whether during or after the Relationship, notify third parties of Independent Contractor’s agreements and obligations under this Agreement.  To the fullest extent permissible under applicable law, upon written request by the Company Group, Independent Contractor will respond to the Company Group in writing regarding the status of Independent Contractor’s consulting relationship or proposed consulting relationship with any party during the Restriction Period.

12. Company Policies.  As a condition of Independent Contractor’s Relationship with Company, Independent Contractor must become familiar with all policies of the Company applicable to Independent Contractor, including without limitation the Company’s policies regarding the prohibition and prevention of harassment in the Company’s workplace and with respect to the Company’s personnel, as such policies are changed from time to time, and must comply with all such policies, and in each case, Independent Contractor agrees that he will do so.
13. Conflicts with this Agreement.  Independent Contractor represents and warrants that: (a) he is not under any pre-existing obligation in conflict or in any way inconsistent with the provisions of this Agreement; (b) her performance of all the terms of this Agreement will not breach any agreement to keep in confidence proprietary information acquired by Independent Contractor in confidence or in trust prior to commencement of this Agreement; and (c) he has the right to disclose and/or or use all ideas, processes, techniques and other information, if any, which Independent Contractor has gained from third parties, and which Independent Contractor discloses to the Company Group or uses in the course of performance of this Agreement, without liability to such third parties.
14. Additional Representations and Warranties.  Independent Contractor represents, warrants, and covenants to the Company that: (a) he shall perform the Services using personnel of required skill, experience, and qualifications and in a professional and workmanlike manner in accordance with generally recognized industry standards for similar services and shall devote adequate resources to meet her obligations under this Agreement; (b) he is in compliance with, and shall perform the Services in compliance with, all applicable laws rules, and regulations; (c) he has and maintains appropriate security measures to comply with her obligations under this Agreement; (d) the Company will receive good and valid title to all results of the Services (including any Company IP); (e) he will not, and none of the Services or results thereof (including any Company IP) or the Company’s use thereof do or will infringe any third party’s intellectual property or other proprietary rights; (f) he will not incorporate into any results of the Services (including any Company IP) any third party materials without the Company’s prior written approval and in any event Independent Contractor will comply with all requirements of any terms and conditions applicable to such third party materials; (g) the Services and all results thereof (including any Company IP) will conform with all requirements or specifications stated in this Agreement or as identified by the Company; and (h) the identifying information, including Independent Contractor’s full name, address, email, phone number, linkedin and other social media information, and NPI number, as provided to the Company via the contractor onboarding form is complete and accurate in all respects.
15. Arbitration Agreement. Independent Contractor and the Company agree that any controversy or claim arising out of or relating to this Agreement or the breach thereof, or of your employment or the termination thereof, shall be settled in Wilmington, Delaware, by arbitration in accordance with the rules of the American Arbitration Association.  The decision of the arbitrator shall be final and binding on the parties, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.  The parties hereby agree that the arbitrator shall be empowered to enter an equitable decree mandating specific enforcement of the terms of this Agreement.  The Company shall pay the fees and expenses of the arbitrator.  The parties hereby consent to personal jurisdiction of the state and federal courts located in Wilmington, Delaware for any action or proceeding arising from or relating to this Agreement or relating to any arbitration in which the parties are participants. The parties hereby agree that service of process in any such action or proceeding may be effected by e-mail to such party at Independent Contractor or the Company’s e-mail address as provided in Section 16(e) hereof, and further agree that nothing in this Agreement shall affect the right to effect service of process in any other manner permitted by the laws of the State of Delaware.
16. Miscellaneous.

1. Governing Law.  Except as to the arbitration agreement above, the validity, interpretation, construction and performance of this Agreement, and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto shall be governed, construed and interpreted in accordance with the laws of Delaware, without giving effect to principles of conflicts of law.
2. Entire Agreement.  This Agreement sets forth the entire agreement and understanding of the parties relating to the subject matter herein and supersedes all prior or contemporaneous discussions, understandings and agreements, whether oral or written, between them relating to the subject matter hereof.
3. Amendments and Waivers.  No modification of or amendment to this Agreement, nor any waiver of any rights under this Agreement, shall be effective unless in writing signed by the parties to this Agreement.  No delay or failure to require performance of any provision of this Agreement shall constitute a waiver of that provision as to that or any other instance.
4. Successors and Assigns.  Except as otherwise provided in this Agreement, this Agreement, and the rights and obligations of the parties hereunder, will be binding upon and inure to the benefit of their respective successors, assigns, heirs, executors, administrators and legal representatives.  The Company may assign any of its rights and obligations under this Agreement.  Independent Contractor may not assign, whether voluntarily or by operation of law, any of Independent Contractor’s rights and obligations under this Agreement, except with the prior written consent of the Company.
5. Notices.  Notices and all other communications contemplated by this Agreement shall be in writing and shall be deemed to have been duly given when: (i) personally delivered, (ii) transmitted by e-mail, or (iii) when delivered by an internationally recognized overnight courier, return receipt requested and postage prepaid.  All notices must be addressed to the party to be notified at such party’s address as set forth on the signature page, as subsequently modified by written notice, or if no address is specified on the signature page, at the most recent address set forth in the Company’s books and records.
6. Severability.  If one or more provisions of this Agreement are held to be unenforceable under applicable law, the parties agree to renegotiate such provision in good faith.  In the event that the parties cannot reach a mutually agreeable and enforceable replacement for such provision, then (i) such provision shall be excluded from this Agreement, (ii) the balance of the Agreement shall be interpreted as if such provision were so excluded and (iii) the balance of the Agreement shall be enforceable in accordance with its terms.
7. Construction.  This Agreement is the result of negotiations between and has been reviewed by each of the parties hereto and their respective counsel, if any; accordingly, this Agreement shall be deemed to be the product of all of the parties hereto, and no ambiguity shall be construed in favor of or against any one of the parties hereto.
8. Counterparts.  This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original, and all of which together shall constitute one and the same agreement. Execution via an electronic signature system, facsimile copy or scanned image will have the same force and effect as execution of an original, and an electronic signature, facsimile or scanned image signature will be deemed an original and valid signature.
9. Electronic Delivery.  The Company may, in its sole discretion, decide to deliver any documents related to this Agreement or any notices required by applicable law or the Company’s Certificate of Incorporation or Bylaws by email or any other electronic means. Independent Contractor hereby consents to (i) conduct business electronically (ii) receive such documents and notices by such electronic delivery and (iii) sign documents electronically and agrees to participate through an on-line or electronic system established and maintained by the Company or a third party designated by the Company.

A facsimile, PDF (or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or any other type of copy of an executed version of this Agreement signed by a Party including clicking a consent box, “I agree” or similar, is binding upon the signing Party to the same extent as the original of the signed agreement.