Independent Contractor Agreement (Social Media Manager) This Independent Contractor Agreement (“Agreement”) is made and entered into by the undersigned parties: Baelon Media (“Company”) and Daheem Amin (known as the “Contractor”). In consideration of the promises, rights and obligations set forth below, the parties hereby agree as follows: 1. Term The term of this Agreement shall begin on December 13, 2022 and continue until unless terminated as set forth in this Agreement. 2. Services The Contractor will provide the following Facebook (and it’s networks) & Instagram marketing/management services on behalf of Baelon Media and their clients: ● Brand Strategy & Positioning ● Social Media Optimisation ● Content Creation and overall Marketing Strategy ● Scheduling System ● Management of Multiple Channels ● Audience Management & Research ● Monthly Performance Reporting ● Copywriting for Social Media posts ● Communicating with clients when needed via slack and on calls ● Provide Case Studies, Previous Results & examples to use in order to gain trust from new potential clients The Contractor shall take direction from Armin Roshandel or as directed by the Company's Board of Directors. Additional services or amendments to the services described above may be agreed upon between the parties. 3. Compensation Subject to providing the services as outlined above, the Contractor will be paid the sum of $120 per month Per client upon completion of the services. The Company will be invoiced monthly upon completion of the services, with payment due within 3 business days of receipt of the invoice. Document ID: b1c0c3a1-3da0-4a7f-bbe1-0c86e616b9a7 4. Relationship The Contractor will provide the Contractor’s services to the Company as an independent contractor and not as an employee. Accordingly: ● The Contractor agrees that the Company shall have no liability or responsibility for the withholding, collection or payment of any taxes, employment insurance premiums or Pension Plan contributions on any amounts paid by the Company to the Contractor or amounts paid by the Contractor to its employees or contractors. The Contractor also agrees to indemnify the Company from any and all claims in respect to the Company’s failure to withhold and/or remit any taxes, employment insurance premiums or Pension Plan contributions. ● The Contractor agrees that as an independent contractor, the Contractor will not be qualified to participate in or to receive any employee benefits that the Company may extend to its employees. ● The Contractor is free to provide services to other clients, so long as such other clients are not in competition with the Company and so long as there is no interference with the Contractor’s contractual obligations to the Company. ● The Contractor has no authority to and will not exercise or hold itself out as having any authority to enter into or conclude any contract or to undertake any commitment or obligation for, in the name of or on behalf of the Company. 5. Confidentiality and Intellectual Property The Contractor hereby acknowledges that it has read and agrees to be bound by the terms and conditions of the Company’s confidentiality and proprietary information agreement attached hereto as Schedule “A” and which forms an integral part of this Agreement. If the Contractor retains any employees or contractors of its own who will perform services hereunder, the Contractor shall ensure that such employees or contractors execute an agreement no less protective of the Company’s intellectual property and confidential information than the attached agreement. The Contractor hereby represents and warrants to the Company that it is not party to any written or oral agreement with any third party that would restrict its ability to enter into this Agreement or the Confidentiality and Proprietary Information Agreement or to perform the Contractor’s obligations hereunder and that the Contractor will not, by providing services to Document ID: b1c0c3a1-3da0-4a7f-bbe1-0c86e616b9a7 the Company, breach any non-disclosure, proprietary rights, non-competition, non-solicitation or other covenant in favor of any third party. The Contractor hereby agrees that, during the term of this Agreement and for one (1) year following the termination hereof, the Contractor will not (i) recruit, attempt to recruit or directly or indirectly participate in the recruitment of any Company employee/Client or (ii) directly or indirectly solicit, attempt to solicit, canvass or interfere with any customer or supplier or client of the Company in a manner that conflicts with or interferes in the business of the Company as conducted with such customer or supplier. 6. Termination The independent contractor relationship contemplated by this Agreement is to conclude on June 12, 2023 unless terminated earlier as set forth below. The Contractor agrees that no additional advance notice or fees in lieu of notice are required in the event the relationship terminates. The Contractor agrees that the Company may terminate this Agreement at any time without notice or any further payment if the Contractor is in breach of any of the terms of this Agreement. The Company may terminate this Agreement at any time at its sole discretion, upon providing to the Contractor 30 calendar days advance written notice of its intention to do so or payment of fees in lieu thereof. The Contractor may terminate this Agreement at any time at its sole discretion upon providing to the Company 30 calendar days notice of Contractor’s intention to do so. Upon receipt of such notice the Company may waive notice in which event this Agreement shall terminate immediately. 7. Obligations Surviving Termination of this Agreement All obligations to preserve the Company’s Confidential Information, Intellectual Property and other warranties and representations set forth herein shall survive the termination of this Agreement. 8. Entire Agreement This Agreement, together with the Confidentiality and Proprietary Information Agreement, represents the entire agreement between the parties and the provisions of this Agreement shall supersede all prior oral and written commitments, contracts and understandings with respect to the subject matter of this Agreement. This Agreement may be amended only by mutual written agreement of the party. 9. Assignment This Agreement shall inure to the benefit of and shall be binding upon each party’s successors and assigns. Neither party shall assign any right or obligation hereunder in whole Document ID: b1c0c3a1-3da0-4a7f-bbe1-0c86e616b9a7 or in part, without the prior written consent of the other party. 10. Governing Law and Principles of Construction. This Agreement shall be governed and construed in accordance with UK law. If any provision in this Agreement is declared illegal or unenforceable, the provision will become void, leaving the remainder of this Agreement in full force and effect. IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as later of the two dates below, that date being the Effective Date. COMPANY CONTRACTOR By __________________________ By __________________________ 13/12/2022 Date ________________________ 14/12/2022 Date ________________________ Schedule “A” CONFIDENTIALITY AND PROPRIETARY INFORMATION AGREEMENT In consideration of your engagement as an independent contractor or consultant with Baelon Media (the “Company”), the undersigned (the “Contractor”) agrees and covenants as follows: 1. Engagement with the Company as an independent contractor or consultant (“Engagement”) will give the Contractor access to proprietary and confidential information belonging to the Company, its customers, its suppliers and others (the proprietary and confidential information is collectively referred to in this Agreement as “Confidential Information”). Confidential Information includes but is not limited to customer lists, marketing plans, proposals, contracts, technical and/or financial information, databases, software and know-how. All Confidential Information remains the confidential and proprietary information of the Company. 1. As referred to herein, the “Business of the Company” shall relate to the business of the Company as the same is determined by the Board of Directors of the Company from time to time. 1. The Contractor may in the course of the Contractor’s Engagement with the Company conceive, develop or contribute to material or information related to the Business of Document ID: b1c0c3a1-3da0-4a7f-bbe1-0c86e616b9a7 the Company, including, without limitation, software, technical documentation, ideas, inventions (whether or not patentable), hardware, know-how, marketing plans, designs, techniques, documentation and records, regardless of the form or media, if any, on which such is stored (referred to in this Agreement as “Proprietary Property”). The Company shall exclusively own, and the Contractor does hereby assign to the Company, all Proprietary Property which the Contractor conceives, develops or contributes to in the course of the Contractor’s Engagement with the Company and all intellectual and industrial property and other rights of any kind in or relating to the Proprietary Property, including but not limited to all copyright, patent, trade secret and trade-mark rights in or relating to the Proprietary Property. Material or information conceived, developed or contributed to by the Contractor outside work hours on the Company’s premises or through the use of the Company’s property and/or assets shall also be Proprietary Property and be governed by this Agreement if such material or information relates to the Business of the Company. The Contractor shall keep full and accurate records accessible at all times to the Company relating to all Proprietary Property and shall promptly disclose and deliver to the Company all Proprietary Property. 1. The Contractor shall, both during and after the Contractor’s Engagement with the Company, keep all Confidential Information and Proprietary Property confidential and shall not use any of it except for the purpose of carrying out authorized activities on behalf of the Company. The Contractor may, however, use or disclose Confidential Information which: (i) is or becomes public other than through a breach of this Agreement; (ii) is known to the Contractor prior to the date of this Agreement and with respect to which the Contractor does not have any obligation of confidentiality; or (iii) is required to be disclosed by law, whether under an order of a court or government tribunal or other legal process, provided that Contractor informs the Company of such requirement in sufficient time to allow the Company to avoid such disclosure by the Contractor. The Contractor shall return or destroy, as directed by the Company, Confidential Information, Proprietary Property and any other Company property to the Company upon request by the Company at any time. The Contractor shall certify, by way of affidavit or statutory declaration, that all such Confidential Information, Proprietary Property or Company property has been returned or destroyed, as applicable. Document ID: b1c0c3a1-3da0-4a7f-bbe1-0c86e616b9a7 1. The Contractor covenants and agrees not to make any unauthorized use whatsoever of or to bring onto the Company’s premises for the purpose of making any unauthorized use whatsoever of any trade secrets, confidential information or proprietary property of any third party, including without limitation any trade-marks or copyrighted materials, during the course of the Contractor’s Engagement with the Company. 2. At the reasonable request and at the sole expense of the Company, the Contractor shall do all reasonable acts necessary and sign all reasonable documentation necessary in order to ensure the Company’s ownership of the Proprietary Property, the Company property and all intellectual and industrial property rights and other rights in the same, including but not limited to providing to the Company written assignments of all rights to the Company and any other documents required to enable the Company to document rights to and/or register patents, copyrights, trade-marks, industrial designs and such other protections as the Company considers advisable anywhere in the world. 3. The Contractor hereby irrevocably and unconditionally waives all moral rights the Contractor may now or in the future have in any Proprietary Property. 4. The Contractor agrees that the Contractor will, if requested from time to time by the Company, execute such further reasonable agreements as to confidentiality and proprietary rights as the Company’s customers or suppliers reasonably require to protect confidential information or proprietary property. 5. Regardless of any changes in position, fees or otherwise, including, without limitation, termination of the Contractor’s Engagement with the Company, unless otherwise stipulated pursuant to the terms hereof, the Contractor will continue to be subject to each of the terms and conditions of this Agreement and any other(s) executed pursuant to the preceding paragraph. 6. The Contractor agrees that the Contractor’s sole and exclusive remedy for any breach by the Company of this Agreement will be limited to monetary damages and in case of any breach by the Company of this Agreement or any other Agreement between the Contractor and the Company, the Contractor will not make any claim in respect of any rights to or interest Document ID: b1c0c3a1-3da0-4a7f-bbe1-0c86e616b9a7 in any Confidential Information or Proprietary Property. 7. The Contractor acknowledges that the services provided by the Contractor to the Company under this Agreement are unique. The Contractor further agrees that irreparable harm will be suffered by the Company in the event of the Contractor’s breach or threatened breach of any of his or her obligations under this Agreement, and that the Company will be entitled to seek, in addition to any other rights and remedies that it may have at law or equity, a temporary or permanent injunction restraining the Contractor from engaging in or continuing any such breach hereof. Any claims asserted by the Contractor against the Company shall not constitute a defence in any injunction action, application or motion brought against the Contractor by the Company. 8. This Agreement is governed by the laws of the Province of Ontario and the parties agree to the non-exclusive jurisdiction of the courts of the Province of Ontario in relation to this Agreement. 9. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, that provision shall be deleted and the other provisions shall remain in effect. IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as later of the two dates below, that date being the Effective Date. COMPANY CONTRACTOR By: __________________________ By: __________________________ 13/12/2022 Date: ________________________ Document ID: b1c0c3a1-3da0-4a7f-bbe1-0c86e616b9a7 14/12/2022 Date: ________________________ Social Media Manager NDA This Confidentiality and Nondisclosure Agreement (the “Agreement”), is between Baelon Media, with offices located at Södergatan 6A, 55338, Jönköping, Sweden (“Company”), and Daheem Amin, an individual with a physical address of New Delhi, India (“Recipient”) (collectively, the “Parties” and each, a “Party”). WHEREAS, Company desires to assure the protection and preservation of the confidentiality of information, which may be disclosed or made available to Recipient for the sole, limited purpose of the performance of marketing and advertising services on behalf of Company, or any of their customers or clients, by Recipient (the “Purpose”); and WHEREAS, the Parties intend by this Agreement, among other things, to limit the manner and extent to which the Recipient may use or disclose the Company’s Confidential Information And WHEREAS, the Company intends by this Agreement, among other things, can use the Recipients previous advertising/marketing results as credited case studies in order to attract new clients under the Baelon Media name for the recipient to service those same clients attracted by the recipients previous work results. Company cannot use the Recipients previous results to attract new clients without the same recipient servicing those same attracted clients. - Intended to eliminate the wrongful use of the recipients case studies without the recipient gaining new business under the Baelon Media Company name. (as defined below); NOW, THEREFORE, the Parties agree as follows: 1. Confidential Information. A. Except as set forth below, “Confidential Information” includes, but is not limited to: all non-public, proprietary, or other information of Company or relating to any customer or client of Company, including all information surrounding marketing and advertising campaigns for clients and customers and the results of those campaigns, in oral, visual, written, electronic, or other tangible or intangible form, whether or not marked or designated as “confidential,”; Company’s product information, business and marketing plans, advertising campaigns, financial/pricing information, employee or contractor information, strategies, software, techniques, drawings, designs, processes, specifications, technical data, research and development, inventions, intellectual property, know-how, and Personal Information (as defined below) and is considered confidential whether or not it is marked as such; and, all Document ID: b1c0c3a1-3da0-4a7f-bbe1-0c86e616b9a7 notes, analyses, summaries, and other materials prepared by Recipient or any of its Representatives (as defined below) that contain, are based on, or otherwise reflect, to any degree, any of the foregoing (“Notes”). Confidential Information also includes the facts that the Parties are in discussions regarding the Purpose and that Confidential Information has been disclosed and any terms, conditions, or arrangements discussed. B. Confidential Information does not include information: * which at the time of disclosure is generally known in the Company’s trade or public; * Setup of social media platforms * Which Recipient can show by written records was already in its possession at the time of disclosure and not subject to an existing agreement of confidence between the Parties; * Which is received from a third party, other than a current or former agent or representative of the Company without restriction and without breach of this Agreement or any other agreement; * Which is independently developed by Recipient as evidenced by its written records; or, * which is disclosed pursuant to a valid order of a court or regulatory agency or other governmental body or any political subdivision thereof consistent with Section 3. C. “Personal Information” includes, but is not limited to: any information that can be used to distinguish or trace an individual’s identity, including an individual’s name, email address, social security number, date and place of birth, mother‘s maiden name, biometric records, and any other information that is linked or linkable to an individual, such as medical, educational, financial, and employment information. D. If, when disclosing other types of information, the Company affixes or incorporates into any written information it discloses, a statement identifying the information as the Company's Confidential Information, such as "Confidential Information" or words of like meaning, the information is to be considered Confidential Information. If the information is orally disclosed and the Company indicates the confidential nature of the information at the time of disclosure, the information is to be considered Confidential Information. Notwithstanding the foregoing, Confidential Information shall be deemed to include information that would reasonably be understood to be of a confidential nature, given the circumstances surrounding the disclosure and nature of the information. Document ID: b1c0c3a1-3da0-4a7f-bbe1-0c86e616b9a7 2. Recipient’s Obligations of Confidentiality, Nondisclosure and Previous case study use. In connection with the Purpose, Company may disclose to Recipient, or Recipient may otherwise receive access to, Confidential Information. Recipient agrees that it: A. Shall use the Confidential Information solely for the Purpose; B. Shall provide services outlined in the Purpose in return for disclosure of any information outlined herein, and receive otherwise agreed upon compensation for those services for agreeing to these confidentiality obligations; C. Subject to Section 3, shall not disclose or permit access to Confidential Information other than to its employees or subcontractors, as expressly permitted by Company (collectively, “Representatives”), who: * need to know such Confidential Information for the Purpose; * know of the existence and terms of this Agreement; and, * are bound by written confidentiality/nondisclosure agreements no less protective of the Confidential Information than the terms contained herein; D. Company can use recipients' previous results in order to attract new clients under the fair-use clause (See Point 3.) E. shall be expressly prohibited from using any Confidential Information relating to clients or customers for purposes of a case study; F. shall safeguard the Confidential Information from unauthorized use, access, or disclosure using at least the degree of care it uses to protect its most sensitive information and no less than a reasonable degree of care; G. has in place appropriate technical, administrative, and physical controls to protect the Confidential Information against accidental or unlawful destruction or accidental loss, alteration, unauthorized disclosure or access, and which provide a level of security appropriate to the risk represented by the processing and the nature of the Confidential Information to be protected. H. shall promptly notify Company of any unauthorized use or disclosure of Confidential Information and cooperate with Company to prevent further use or disclosure; and, I. shall be responsible for any breach of this Agreement caused by its Representatives. Document ID: b1c0c3a1-3da0-4a7f-bbe1-0c86e616b9a7 3. Company’s Obligations of Confidentiality and Fair-use of Recipient’s previous results and/or case studies. In connection with the Purpose, Company may use Recipient’s previous case studies and/or past results in order to attract new clients for the company but only the recipient can service those same attracted clients. Company agrees that it: A. Although we company are able to use recipients case studies and previous results under company name. We will only use Recipient’s case studies to gain new clients for the Recipient to service these clients and no one else. - This therefore eliminates the possibility of Company wrongly using the recipients case studies to attract clients without the recipient being involved in the business and transaction. 4. Legally Required Disclosure. A. In the event the Recipient or any of its Representatives is requested or required by law (including by request for information or documents through legal proceedings, subpoena or other similar process) to disclose any Confidential Information of the Company, Recipient shall provide the Company with prompt written notice of any such request or requirement so that the Company has the opportunity to seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Agreement, in the Company’s sole discretion. B. If, in the absence of a protective order or the receipt of a waiver by the Company, the Recipient is nonetheless legally compelled to disclose such Confidential Information, and provided that the Recipient has cooperated fully with the Company’s efforts to preserve the confidentiality of the Confidential Information, including the Company’s efforts to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded to the Confidential Information, the Recipient, without liability hereunder, shall only disclose that portion of the Confidential Information that, in the written opinion of its legal counsel, Recipient is required to disclose and only to the person(s) to whom such disclosure is legally required. 5. Return or Destruction of Confidential Information. Upon termination of this Agreement, and in any event, within five (5) days after being so requested by the Company, Recipient shall, at Company’s option, either return to Company or destroy all Confidential Information in its and its Representatives’ possession other than Notes, and destroy all Notes, and certify in writing to Company the destruction of such Confidential Information. Document ID: b1c0c3a1-3da0-4a7f-bbe1-0c86e616b9a7 6. Disclaimer of Warranties. Company has no obligation under this Agreement to (a) disclose any Confidential Information or (b) negotiate for, enter into, or otherwise pursue the Purpose. Company provides all Confidential Information without any representation or warranty, expressed or implied, as to the accuracy or completeness thereof, and Company will have no liability to Recipient or any other person relating to Recipient’s use of any of the Confidential Information or any errors therein or omissions therefrom. 7. Ownership of Confidential Information. Company retains its entire right, title, and interest in and to all Confidential Information, and no disclosure of Confidential Information hereunder will be construed as a license, assignment, or other transfer of any such right, title, and interest to Recipient, its Representatives, or any other person. 8. No Solicitation. Recipient acknowledges and recognizes the highly competitive nature of the business of Company and accordingly agree that: during Recipient’s engagement with Company, and for one (1) year thereafter, Recipient shall not directly or indirectly contact, communicate or work with, directly or indirectly, any clients or customers of the Company; hire or solicit, induce or influence, or attempt to induce or influence, or assist in the hiring or solicitation of any person who, at any time during the six (6) month period prior to such hiring or solicitation was an employee of Company, or otherwise entice or encourage any such person either to leave Company’s employ or to provide services to any Company competitor. 9. Term and Termination. The rights and obligations of the Parties under this Agreement shall be effective on the date the Agreement is signed by the last Party to sign it (the “Effective Date”), and shall expire twenty-five (25) years after the Effective Date, unless terminated earlier by written notice from Company to the Recipient; provided that with respect to Confidential Information that is a trade secret under the laws of any jurisdiction, such rights and obligations will survive such expiration until, if ever, such Confidential Information loses its trade secret protection other than due to an act or omission of Recipient or its Representatives. 10. Remedies. Recipient acknowledges and agrees that any breach of this Agreement will cause injury and irreparable harm to Company for which money damages may be an inadequate remedy and that, in addition to remedies at law, Company is entitled to equitable relief as a remedy for any such breach. In the event of any breach or threatened breach of this Agreement, irrespective of any recovery of monetary damages (which may be difficult or impossible to calculate), the Company shall be entitled, without the requirement of posting a bond or other security, to enforce this Agreement in accordance with the terms hereof by seeking immediate equitable relief, including specific performance and/or a temporary, preliminary and Document ID: b1c0c3a1-3da0-4a7f-bbe1-0c86e616b9a7 permanent injunction from any court of competent jurisdiction. The Company may pursue both monetary damages and equitable relief concurrently or consecutively, in any order, as to any breach or threatened breach of this Agreement, and the pursuit of any one of such remedies at any time will not be deemed an election of remedies or waiver of the right to pursue any other remedies, it being agreed that all rights and remedies under this Agreement are cumulative and are in addition to and not in substitution for any other rights and remedies available at law or in equity or otherwise. 11. Reasonable Restrictions. Recipient acknowledges and agrees that the covenants and restrictions contained in this Agreement are reasonable in scope, area and duration and are necessary to protect the Company’s business, good will, trade secrets, and near permanent, permanent and/or long-standing relationships with its customers. 12. Indemnification. Recipient hereby indemnifies and agrees to defend and hold harmless the Company, its partners, directors, officers, affiliates, employees and agents, from and against any damages, losses, costs and expenses (including, without limitation, attorneys’ fees) suffered by either Party, as a result of a breach of this Agreement by Recipient or its Representatives, or suffered as a result of the enforcement by the Company of this Agreement against Recipient. If the Company shall prevail in any action at law or in equity to enforce the provisions of this Agreement against Recipient, Recipient shall pay the Company’s costs and expenses (including, without limitation, attorneys’ fees) incurred by the Company in enforcing this Agreement against Recipient. 13. Miscellaneous Provisions. A. Entirety of Agreement. This Agreement constitutes the entire agreement of the Parties hereto concerning the subject matter hereof and supersedes any prior oral or written agreements pertaining to the subject matter of this Agreement. This Agreement may not be modified, changed or discharged in whole or in part, except in a separate agreement in writing signed by Recipient and the Company. B. Severability. If any provision of this Agreement (including any sentence, clause or word), or the application thereof to any person, place or circumstance, shall be determined by a court of competent jurisdiction to be invalid or unenforceable for any reason, (a) the remaining provisions of this Agreement shall continue in full force and effect, unaffected by such determination, (b) the court making such determination shall have the power to, and the Parties hereby request the court to, modify such provision (by providing for or adjusting the scope and/or duration of any rights or restrictions or otherwise) to the minimum extent necessary so that such provision becomes legal, valid and enforceable to the maximum extent Document ID: b1c0c3a1-3da0-4a7f-bbe1-0c86e616b9a7 permitted by law and (c) such determination shall apply only in the jurisdiction of such court and shall not alter, modify or affect such provision or any other provision in any other jurisdiction. C. No Export of Confidential Information. The Recipient represents and warrants to Company that it will not export, directly or indirectly, Company’s Confidential Information or any portion thereof in violation of any relevant law or regulation. D. Governing Law. This Agreement and all matters relating hereto are governed by, and construed in accordance with, the laws of the United Kingdom, without regard to the conflict of laws provisions of either. Any legal suit, action, or proceeding relating to this Agreement must be instituted in the courts located in the City of London. Each Party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding. [THIS MAY NEED TO BE ADJUSTED DEPENDING ON LOCATION AND CHOICE OF VENUE] E. Notices. All notices must be in writing and addressed to the relevant Party at its address set out in the preamble (or to such other address such Party specifies in accordance with this section) or by email, to such email address such Party specifies in accordance with this section. All notices must be sent by email (in which case such notices shall be effective upon delivery), personally delivered (in which case such notices shall be effective upon delivery) or sent prepaid by nationally recognized courier or certified or registered mail, return receipt requested (in which case such notices shall be effective five (5) business days after being sent). F. Successors and Assigns. The Recipient may not assign or otherwise transfer its rights, duties, or obligations under this Agreement to any other person or entity, in whole or in part, without the prior written consent of Company. This Agreement binds and inures to the benefit of the Parties and their permitted successors and assigns. G. Amendments and Modifications. No modification of or amendment to this Agreement, nor any waiver of any rights under this Agreement, will be binding upon either Party unless made in writing and signed by a duly authorized representative of each Party. H. Waiver. No waiver by either Party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the Party so waiving. No waiver by either Party shall operate or be construed as a waiver in respect of any failure, breach, or default not expressly identified by such written waiver, whether of a similar or different character, and whether occurring before or after that waiver. No failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from this Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, Document ID: b1c0c3a1-3da0-4a7f-bbe1-0c86e616b9a7 power, or privilege. I. Limitation of Relationship. Nothing contained herein shall create a joint venture between, or partnership among the Parties. J. Headings. The headings in this Agreement are for reference only and shall not affect the interpretation of the Agreement. K. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement. A signed copy of this Agreement delivered by facsimile, email, or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement. IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as later of the two dates below, that date being the Effective Date. RECIPIENT COMPANY COMPANY CONTRACTOR By __________________________ By __________________________ 13/12/2022 Date ________________________ Document ID: b1c0c3a1-3da0-4a7f-bbe1-0c86e616b9a7 14/12/2022 Date ________________________ Completed Document Audit Report Completed with SignWell.com Title: Contractor Agreement & Fair use for SMM - Daheem Amin Document ID: b1c0c3a1-3da0-4a7f-bbe1-0c86e616b9a7 Time Zone: (GMT+00:00) Coordinated Universal Time Files Contractor Agreement & Fair use for SMM - Daheem Amin.pdf Dec 13, 2022 17:21:40 UTC Contractor NDA - Daheem Amin.pdf Dec 13, 2022 17:21:58 UTC Activity Armin Roshandel created the document IP: 83.253.166.118 Armin Roshandel re-sent the document to daheemmn@gmail.com and arminroshandel@baelon-media.com signed the document first viewed document IP: 49.36.203.76 Document ID: b1c0c3a1-3da0-4a7f-bbe1-0c86e616b9a7 Dec 14, 2022 04:49:02 UTC IP: 49.36.203.76 Daheem Amin Dec 13, 2022 17:28:56 UTC IP: 83.253.166.118 Daheem Amin Dec 13, 2022 17:28:56 UTC IP: 83.253.166.118 Armin Roshandel Dec 13, 2022 17:22:43 UTC signed the document Dec 14, 2022 17:38:20 UTC