Service Agreement

Introduction

WHEREAS, teamified is an independent service provider with the necessary capital, equipment and expertise, primarily engaged in the business of providing professional services;

WHEREAS, CLIENT is in need of an independent contractor capable of providing Professional Services;

WHEREAS, teamified has offered its services and expertise to perform the provision of Professional Services for CLIENT and the latter has accepted the offer;

NOW THEREFORE, for and in consideration of the foregoing premises, the parties hereto have agreed as follows:

Section I. Effectivity and Term of This Agreement

A. This Agreement shall take effect on the date specified by both parties.

B. The Agreement shall remain in effect until terminated in accordance with the terms below.

C. The CLIENT may, at any time, terminate this Agreement, as mentioned in Section I, upon prior written notice to teamified of at least Ninety (90) days. The CLIENT shall be required to pay all the fees, charges and entitlements due and payable to the Personnel under applicable labour laws in accordance with Section IV.

D. Both parties may terminate this Agreement in the event of a material breach made by the BREACHING PARTY, by serving a written notice (Notice of Breach) to said BREACHING PARTY. The BREACHING PARTY shall be given a period of fifteen (15) calendar days counted from the receipt of Notice of Breach to correct or remedy the said material breach, otherwise the Agreement shall be automatically terminated, without need of judicial action. Any payments due to the NON-BREACHING PARTY shall be due immediately and shall be made within three (3) banking days from the date of termination of the Agreement.

Section II. Scope of Services

A. teamified shall provide the following services to the CLIENT:

B. Team as a Service. teamified shall provide the CLIENT with the necessary Personnel (teamified and/or third party Personnel) to assist with the accomplishment of the professional service. If teamified subcontracts all or any part of its obligations under this Agreement to a third party (Third Party), it will not be discharged from any liability under this Agreement, and will be liable for the acts or omissions of the Third Party and any personnel engaged by the Third Party (Third Party Personnel).

C. Additional Services. teamified may from time to time agree to undertake additional services for the CLIENT on a case-by-case basis. Any additional services will be set out in a separate Statement of Work (SOW) to be provided by teamified and will be subject to any further terms and conditions set out in the SOW.

D. In performing its obligations under this Agreement, teamified agrees that it will supply the services and the Personnel to perform the following obligations: • in accordance with this Agreement • with due care, skill and diligence • in a timely and professional manner • in a manner which will be fit for its intended purpose • in accordance with all reasonable instructions from the CLIENT • with the degree of skill, care and diligence expected of a contractor performing the same or similar services

E. teamified will at its own expense replace any personnel that have been supplied and deemed not suitable for the role.

F. teamified undertakes to provide all Personnel with a serviced office environment as detailed in Section V and all other materials, equipment and resources necessary so as to allow the Personnel to perform their obligations under its own cost.

G. teamified must require all Personnel assigned to the CLIENT's account to sign, and will take all reasonable steps to ensure that they Personnel comply with, an agreement that requires such Personnel to: • not disclose the CLIENT's Confidential Information • not gain unauthorised access to any of the CLIENT's data, systems, or Intellectual Property • maintain the confidentiality and security of any account details or passwords • comply with all obligations under all privacy and security laws applicable at all times • comply with any other security requirements or policies of the CLIENT • undergo applicable compliance training as assigned by the CLIENT

Section III. Team Personnel

A. teamified shall provide the CLIENT with Personnel in accordance with the qualifications set forth by the CLIENT.

B. Prior to the hiring and assignment of Personnel to the CLIENT's account, the CLIENT shall supply teamified with: • The positions to be occupied by the Personnel • A job description for each position type • The qualifications for each position • Related tools or methods specific to the CLIENT (e.g. company values, technical exams, etc.) • A list of the work performance expectations from the prospective Personnel • Conduct expectations from the prospective Personnel • Any other related method for evaluating Personnel's performance

C. teamified shall screen Personnel in accordance with its standard hiring procedures, which must include police/criminal background checks. The CLIENT may require Personnel to undergo additional checks reasonably necessary for the position to be occupied.

D. teamified shall take all reasonable steps to ensure that it, and its Personnel, do not have any actual, apparent or perceived conflict of interest in providing services under this Agreement to the CLIENT.

E. The CLIENT may, at any time, terminate Personnel provided by teamified under this Agreement, upon prior written notice to teamified of at least Thirty (30) days. The CLIENT shall be required to pay all the fees due hereunder until the termination date of the personnel.

Section IV. Fees

A. For and in consideration of the services to be rendered by the positions hired and assigned to CLIENT, the latter hereby agrees, during the term of this Agreement, to pay the fees as agreed by the parties.

B. The agreed cost to the CLIENT for Personnel employed on a permanent basis shall be as follows: • the cost of personnel (their salary) to teamified, and • an additional margin of 30%, and • an additional cost of $450/month for all personnel employed with an annual cost lower than $60,000 AUD, and • additional charges for any entitlements which it is found that Personnel are entitled to pursuant to the laws and regulations of the nation state, region or town in which they are residing

C. Payment Procedure – The CLIENT shall pay the MONTHLY FEES in advance. The CLIENT shall receive an invoice of the MONTHLY FEES in Australian Dollars amounts on or around the 21st day of the preceding billable month, the payment of which shall be made within fourteen (14) days from the issue of that invoice.

D. Late Payments - If a CLIENT fails to make a payment within fourteen (14) days from the date of issuance, CLIENT shall pay interest on the overdue amount at the rate of 0.15% per day. Interest shall accrue on a daily basis from the due date until actual payment of the overdue amount is received.

E. Currency Fluctuation - teamified and the CLIENT agree that the applicable exchange rate between AUD and relevant region currency (i.e. INR, PHP and USD) will be calculated as the average benchmark rate (per www.xe.com) for the billable month + 2.5%.

F. Monthly fees will be charged at a fixed rate which is amortised yearly to cover leave entitlements of the Personnel. Leave types covered include: vacation/service incentive/holiday, public holidays, bereavement and calamity, casual, compensatory, earned, optional, maternity, paternity, solo parental, special, victims of violence against women and their children, and sick leave.

G. Any outstanding accrued leave entitlements shall be paid by the CLIENT at the termination of the employee.

H. The CLIENT agrees and accepts that all Personnel will be entitled to annual salary reviews with annual salary increases at a rate equivalent to the current Consumer Price Index (CPI) (or a higher rate subject to agreement with the CLIENT).

Section V. Obligations of the Parties

A. teamified shall provide the CLIENT with the Personnel necessary who shall accomplish professional services.

B. teamified undertakes to provide all Personnel with a serviced office environment with computer hardware with specifications sufficient to provide the services set out in this Agreement.

C. teamified shall provide the Personnel with standard workstations with its own standard cablings. In the event that CLIENT desires the workstations to have a different type or kind of cabling, the CLIENT shall pay for the cost of such desired cabling as well as any related expenses in the installation of the same.

D. teamified shall only assign such Personnel to the services who have been approved by the CLIENT.

E. teamified shall perform the contracted services in accordance with the scope and description set forth herein. CLIENT may, however, upon a written request, require teamified to provide additional services or personnel, as the CLIENT may deem appropriate and necessary, subject to approval by teamified and payment of the additional service fees agreed by the Parties.

F. teamified agrees to follow all applicable labour laws, especially those relating to proper payment of salaries, termination, benefits and other labour regulations within the country from which the subject Personnel were outsourced.

G. teamified will maintain ownership of all equipment purchased by teamified. Equipment must meet CLIENT's minimum standards. CLIENT shall have the right to install their own Antivirus solution, must be provided with serial numbers of devices, and all devices must be wiped securely when services are terminated.

H. teamified shall provide adequate security measures within its premises for the protection of its Personnel, office environment and the CLIENT's account including through provision of: • a closed-circuit television system to monitor staff at all times • a Biometrics Door Access System to regulate access and record the identity of each person who enters the office • such other security measures as reasonably necessary

I. teamified shall ensure its premises have reasonable backup/redundancies for power and internet connectivity.

Section VI. Confidential Information and Inventions Assignment

A. CONFIDENTIALITY

1. Confidential Information. "Confidential Information" means, with respect to the CLIENT (the "Disclosing Party"), the Disclosing Party's products, proposals relating to such products, and all pricing information relating to such products, and any and all information of the Disclosing Party that is provided to teamified or any Personnel (the "Receiving Party") including, but not limited to, concepts, data, drawings, proposals, specifications, programs, data models, code, trade secrets, know-how, customers, customer lists, prospective customers, marketing plans, distribution plans, contracts, agreements, security systems and procedures, and any other proprietary information.

2. The Disclosing Party's Confidential Information shall not include information that: • is or becomes a part of the public domain through no act or omission of the Receiving Party • was in the Receiving Party's lawful possession prior to the disclosure • is disclosed to the Receiving Party by a third party without restriction on disclosure • is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information • is required to be disclosed by law or other governmental authority

3. Non-Use and Non-Disclosure. The Receiving Party agrees to hold the Disclosing Party's Confidential Information in strict confidence and not to disclose such Confidential Information to any third party or to use it for any purpose other than as specifically authorized by the Disclosing Party.

4. BOTH PARTIES agree to maintain the confidential nature of the confidential information notwithstanding the termination of the Agreement.

B. INVENTIONS ASSIGNMENT

1. "Intellectual Property" means all intellectual and technological property of whatever kind including but not limited to all inventions, designs, patents, formula, compositions, computer programs, databases, trade secrets, know-how, processes, trademarks, brand names, domain names, logos, and copyright material.

2. teamified hereby irrevocably assigns to CLIENT all teamified's right, title, and interest in and to any and all works, documents, concepts, designs and software (Inventions) (and all Intellectual Property Rights with respect thereto) arising out of the services provided by or on behalf of teamified under this Agreement.

3. Each Party will retain all right, title and interest in Intellectual Property Rights owned by or otherwise licensed to a party before the commencement of services under this Agreement (Background IP).

Section VIIA. Privacy

A. teamified and all Personnel must comply with the requirements of the Privacy Act 1988 (Cth) in relation to any Personal Information it receives or which is otherwise made available by the CLIENT.

B. teamified must: 1. immediately notify the CLIENT in writing in the event that any Personal Information supplied or collected from the CLIENT is subject to, or suspected to be subject to, a Data Breach or attempted Data Breach 2. take immediate steps to contain, investigate, mitigate and remediate any Data Breach or attempted Data Breach 3. cooperate in good faith and provide all reasonable assistance to the CLIENT in relation to the Data Breach

C. For the purposes of this clause: 1. "Personal Information" has the same meaning as in the Privacy Act 1988 (Cth) 2. "Data Breach" means any event in which Personal Information is lost or subjected to unauthorised access, modification, use or disclosure or other misuse

Section VII. Representations and Warranties

A. teamified represents and warrants to CLIENT that it is a duly registered company under Australian law with the necessary capital, equipment and expertise to independently perform all its obligations under this Agreement.

B. CLIENT represents and warrants to teamified that CLIENT is a duly registered corporation under the laws of Australia, with full right, power and authority to enter into this Agreement.

C. CLIENT warrants that it has the necessary capital to independently perform its obligations under this Agreement.

D. CLIENT warrants that by entering into this Agreement, it shall not violate any laws applicable in its jurisdiction, including but not limited to labour and taxation laws.

Section VIII. Indemnification and Liability

A. teamified will defend, indemnify and hold harmless CLIENT and its officers, directors, employees and agents from and against any and all liabilities, damages, losses, costs and expenses (including reasonable attorney's fees) arising from: • employment-related issues regarding Personnel • negligence or willful misconduct by teamified or its Personnel • breach of this Agreement by teamified

B. CLIENT will indemnify and hold harmless teamified from and against any losses arising from: • CLIENT's negligence or willful misconduct • breach of this Agreement by CLIENT • violation of applicable laws by CLIENT

C. Neither party shall be liable for any indirect, incidental, consequential, special or exemplary damages arising out of this Agreement, except in cases of gross negligence or willful misconduct.

Section IX. Disputes

A. The parties must first meet within ten (10) business days after receiving a dispute notice to seek to resolve any dispute through direct negotiation.

B. If the dispute is not resolved within twenty (20) business days, either party may refer the matter to mediation through the Resolution Institute.

C. Neither party may commence court proceedings until after the mediation process has been exhausted.

D. This Agreement is governed by the laws of Victoria, Australia, and the parties submit to the exclusive jurisdiction of the courts of Victoria.

Appendix A - Terms and Conditions for Staff Management and Supervision

A. The CLIENT may retain a general supervision role over the assigned Personnel to ensure the accomplishment of the desired result under the Agreement, provided that such authority granted to the CLIENT by teamified shall be strictly limited to the general supervision and performance of the work of the Personnel.

B. The work to be performed by the personnel providing services under this Agreement will be set out by CLIENT. The Personnel will be required to report the results of the work, to the extent required by CLIENT, to CLIENT's project manager or other designated officials.

C. The CLIENT will have the authority to evaluate the Personnel to be provided by teamified in performing the agreed services. If, in the CLIENT's discretion, acting reasonably, the CLIENT determines that such Personnel does not competently discharge and perform the functions necessary to the CLIENT, the CLIENT shall recommend to teamified the substitution and/or termination of the concerned Personnel with Personnel with substantially the same qualifications and experience as the concerned Personnel and as approved by the CLIENT. teamified must promptly comply with the Client's request. In such case, the CLIENT shall provide teamified with a written assessment describing with particularity the reason(s) for the Personnel's undesirability, provided, that the Personnel's undesirability must be work related and not discriminatory in any manner; provided further that, the undesirable conduct and work of the employee must be among the work and conduct expectations provided by the CLIENT and made known to the teamified personnel prior to his/her engagement.

D. In cases of substitution and/or termination, teamified will inform the concerned Personnel of such circumstance, receiving the written evaluation from the CLIENT explaining the ground or cause for such substitution or termination. The CLIENT hereby agrees and understands that under no circumstances is the CLIENT allowed to directly inform, verbal or written, the Personnel assigned to it of the details of such substitution and/or termination.

E. In instances which might require the imposition of disciplinary action or penalty to the Personnel assigned to the CLIENT, the CLIENT hereby undertakes to report to teamified any issue or matter relating to any alleged Personnel misbehavior or infraction. In turn, teamified will have the exclusive authority to resolve any issue that has been duly reported to it by the CLIENT which involves any alleged Personnel misbehavior or infraction. In such cases, the CLIENT understands that its authority is strictly limited to reporting the case to teamified for proper evaluation, and that it cannot, in any way, interfere with the authority of teamified to evaluate the cases, impose any penalty, or conduct any internal investigation with respect to the reported cases of Personnel misbehavior or infraction.

F. The CLIENT hereby agrees and understand that teamified shall have the exclusive authority to communicate and set and/or negotiate wages, benefits and similar employment terms with said Personnel, and that it cannot, in any way, offer such Personnel any additional benefits or increase in wages without duly informing teamified of such changes in employment terms. While the CLIENT shall have the option to suggest giving out bonuses or increases, imposing disciplinary actions, and recommending promotion, the CLIENT expressly acknowledges that the same will always be subject to approval by teamified, and under no circumstances can the CLIENT directly grant or impose the same to the Personnel concerned.

G. Likewise, the CLIENT hereby agrees and understands that teamified has the sole and exclusive authority to handle all employment matters and alleged Personnel violations, and all subject Personnel shall abide by the same rules and/or policy on wages, benefits and similar employment terms that teamified will set in accordance to the laws of the country where the Personnel will be outsourced from.