MASTER INDEPENDENT CONTRACTOR AGREEMENT

This Master Independent Contractor Agreement (the "Agreement") is entered into and made effective as of the date of digital execution by and between Ad Sitters (represented by Trust Administrator, hereinafter "Company") and the executing independent professional ("Contractor").

WHEREAS, Company is a business operating within localized venture domains and requires specialized technological, development, design, creative, or professional advisory services to further its corporate objectives;

WHEREAS, Contractor represents and warrants that Contractor operates a bona fide independent business entity, maintains separate facilities, holds appropriate corporate registers, offers services to the general public, and possesses the necessary expertise to execute the deliverables requested;

WHEREAS, both parties intend that their relationship be governed exclusively by the terms of independent trade and that no employment, joint venture, partnership, or agency relationship of any kind shall exist between them;

NOW, THEREFORE, in consideration of the mutual promises, covenants, and terms hereinafter outlined, the parties contractually align under the strict covenants of independent trade.

1. ENGAGEMENT AND STATEMENTS OF WORK (SOW)

1.1 Scope of Services

Company hereby engages Contractor, and Contractor accepts such engagement, to render independent services detailed in individual Statements of Work ("SOW") executed pursuant to this Agreement. Each SOW shall specify the deliverables, timelines, compensation structure, and acceptance criteria, and shall form an integral part of this Agreement upon execution by both parties.

1.2 Independent Discretion

Contractor shall maintain absolute control over the sequence, timing, method, and manner of performing the services, subject only to final deliverable specifications established by Company. Company shall not direct the day-to-day activities of Contractor, nor shall Contractor be required to perform services at Company's premises unless mutually agreed upon in an individual SOW.

1.3 Substitution Rights

Contractor retains the right to engage qualified subcontractors or substitute personnel to perform services under this Agreement, provided that Contractor remains fully responsible for the quality, timeliness, and compliance of all deliverables produced by such substitutes.

2. INDEPENDENT CONTRACTOR STATUS & TAX DECLARATION

2.1 Absence of Employment Relationship

Contractor enters into this Agreement solely as an independent business entity. Nothing in this Agreement shall be construed to establish an employer-employee relationship, joint venture, partnership, or agency between Company and Contractor. Contractor shall have no authority to bind Company contractually or represent Company in any external capacity without express written authorization.

2.2 Employee Benefits Waiver

Contractor expressly acknowledges that neither Contractor nor any Contractor personnel shall be eligible for participation in Company employee benefit plans, health coverage, paid leave, worker's compensation, unemployment insurance, pension schemes, or any statutory employment entitlements. Contractor waives all claims to such benefits.

2.3 Global Tax Compliance & Indemnification

Contractor assumes exclusive responsibility and liability for the calculation, reporting, and payment of all local, state, federal, and international taxes, self-employment contributions, VAT, GST, and statutory withholdings arising from compensation received under this Agreement. Contractor agrees to furnish Company with completed IRS Form W-9 (domestic) or Form W-8BEN-E (international) prior to the first remittance. Contractor agrees to defend and hold harmless Company from any tax assessments, fines, or penalties imposed by statutory authorities arising from Contractor's tax obligations.

2.4 Statutory Classification Compliance

Contractor warrants compliance with all applicable worker-classification statutes including, without limitation, California AB-5, UK Off-Payroll Working Rules (IR35), and APAC jurisdiction-specific contractor registration requirements. Contractor shall promptly notify Company of any material change in business circumstances that may affect independent contractor classification.

3. COMPENSATION, INVOICING & PAYMENT TERMS

3.1 Fee Structure

Company shall compensate Contractor strictly in accordance with the rates, milestone schedules, or project caps specified in each active SOW. No compensation shall be due absent an executed SOW and corresponding deliverable acceptance.

3.2 Invoice Submission

Invoices shall be submitted monthly alongside verified deliverable logs, time records, or milestone sign-offs. Undisputed invoices shall be remitted within thirty (30) calendar days of receipt via Trust Administrator as the designated clearing agent. Late payments shall accrue interest at 1.5% per month on outstanding balances after the thirty-day grace period.

3.3 Expense Allocations

Contractor shall bear all operational costs, software subscriptions, equipment expenses, licensing fees, and overhead required to deliver the services, unless pre-approved in writing by Company. Pre-approved expenses shall be reimbursed upon submission of itemized receipts within sixty (60) days of the expense date.

3.4 Dispute Resolution on Invoices

Company shall provide written notice of any disputed invoice items within fifteen (15) business days of receipt. Undisputed portions shall be paid on schedule while disputed amounts are resolved through the mechanisms outlined in Section 6.

4. INTELLECTUAL PROPERTY & PROPRIETARY RIGHTS

4.1 Work Made for Hire

All work product, marketing campaign structures, advertising configurations, software code, graphic designs, domain strategies, database schemas, API integrations, and documentation created by Contractor specifically for Company under a SOW shall constitute "work made for hire" under applicable copyright statutes, to the fullest extent permitted by law.

4.2 Absolute Assignment

To the extent any work product does not legally qualify as a work made for hire, Contractor hereby irrevocably assigns to Ad Sitters and Trust Administrator all worldwide right, title, and interest in and to such work product, including all patent, trademark, copyright, trade secret, and any other intellectual property rights therein, without additional consideration.

4.3 Moral Rights Waiver

Contractor unconditionally and irrevocably waives all moral rights, rights of attribution, rights of integrity, and any analogous rights regarding all deliverables produced under this Agreement to the maximum extent permitted by applicable law.

4.4 Pre-Existing IP

Contractor retains all rights to pre-existing intellectual property owned by Contractor prior to the execution of this Agreement ("Background IP"). Where deliverables incorporate Background IP, Contractor grants Company a perpetual, irrevocable, royalty-free, worldwide license to use, modify, and distribute such Background IP solely in connection with the deliverables produced hereunder.

5. CONFIDENTIALITY & NON-SOLICITATION

5.1 Duty of Confidentiality

Contractor shall maintain strict confidentiality regarding all proprietary data, campaign funnels, conversion architectures, account access credentials, trade secrets, pricing structures, client lists, strategic plans, and financial information disclosed by Company ("Confidential Information"). Contractor shall not disclose, publish, or leverage Confidential Information outside performance of active SOW obligations, both during and for a period of three (3) years following termination of this Agreement.

5.2 Permitted Disclosures

Confidentiality obligations shall not apply to information that: (a) was already publicly known at time of disclosure; (b) becomes publicly known through no fault of Contractor; (c) was independently developed by Contractor without reference to Confidential Information; or (d) is required to be disclosed by applicable law or court order, provided Contractor gives Company prompt written notice to seek a protective order.

5.3 Non-Solicitation Covenant

For a period of twelve (12) months following the termination or expiration of this Agreement, Contractor shall not directly or indirectly solicit, recruit, hire, or attempt to divert any client, independent contractor, employee, or strategic partner of Company to any competing enterprise without Company's prior written consent.

5.4 Equitable Relief

Contractor agrees that breach of confidentiality or non-solicitation covenants would cause irreparable damage to Company that could not be adequately remedied by monetary compensation, entitling Company to seek immediate injunctive relief, specific performance, and other equitable remedies without the necessity of posting bond or other security.

6. TERMINATION, DISPUTE RESOLUTION & GOVERNING LAW

6.1 Termination Notice

Either party may terminate this Agreement without cause upon providing fourteen (14) calendar days prior written notice to the other party. Either party may terminate this Agreement immediately upon written notice in the event of a material breach by the other party that remains uncured ten (10) business days after delivery of written notice specifying the breach in reasonable detail.

6.2 Effect of Termination

Upon termination, Contractor shall promptly deliver all Company property, data, and work-in-progress to Company and permanently delete all Confidential Information from Contractor's systems. Compensation shall be prorated through the effective termination date for all completed and accepted deliverables. Sections 4, 5, 6.3, 6.4, and 6.5 shall survive termination.

6.3 Dispute Resolution

The parties agree to resolve any dispute arising out of or related to this Agreement first through good-faith negotiation for a period of thirty (30) days. If unresolved, the dispute shall be submitted to binding arbitration under the rules of the American Arbitration Association (or applicable jurisdiction equivalent), conducted in English, with costs allocated by the arbitrator based on prevailing party status.

6.4 Indemnification

Contractor agrees to indemnify, defend, and hold harmless Company, its officers, directors, members, clients, and successors from and against any and all claims, losses, liabilities, damages, costs, and legal expenses (including reasonable attorney's fees) arising from: (a) Contractor's negligence or willful misconduct; (b) breach of any representation, warranty, or covenant in this Agreement; (c) Contractor's IP infringement; or (d) Contractor's non-compliance with applicable tax, employment, or statutory law.

6.5 Governing Law

This Agreement shall be governed by and construed under the laws of Company's primary operating jurisdiction. For US-based nodes, Delaware law shall govern. For UK/EU nodes, English law shall govern. For APAC nodes, Singapore law shall govern, unless otherwise specified in the applicable SOW.

MUTUAL NON-DISCLOSURE AGREEMENT

This Mutual Non-Disclosure Agreement (the "NDA" or "Agreement") is entered into as of the date of digital execution by and between Ad Sitters (represented by Trust Administrator, hereinafter "Company") and the executing independent professional ("Contractor") (collectively, the "Parties").

WHEREAS, the Parties desire to explore and engage in a business relationship involving the provision of independent contractor services under the OnboardJo.com platform;

WHEREAS, in the course of such relationship, each Party may disclose to the other certain confidential and proprietary information;

NOW, THEREFORE, in consideration of the mutual promises and the disclosure of Confidential Information, the Parties agree as follows:

1. DEFINITION OF CONFIDENTIAL INFORMATION

1.1 Scope

"Confidential Information" means any and all non-public information, in any form or medium, disclosed by either Party to the other, including but not limited to:

• Conversion funnels, advertising campaign architectures, and media buying strategies
• Software repositories, source code, API credentials, and system architectures
• Domain portfolio strategies, venture development roadmaps, and brand acquisition plans
• Client lists, contractor networks, and strategic partner relationships
• Financial projections, pricing models, and compensation structures
• Personal data processed under GDPR, CCPA, or equivalent privacy statutes
• Any information marked or reasonably understood to be confidential at the time of disclosure

1.2 Exclusions

Confidential Information does not include information that: (a) is or becomes publicly available through no breach of this Agreement; (b) was independently known to the receiving Party prior to disclosure without restriction; (c) is independently developed by the receiving Party without reference to the disclosing Party's Confidential Information; or (d) is received from a third party lawfully in possession of such information without restriction on disclosure.

2. NON-DISCLOSURE OBLIGATIONS

2.1 Duty of Confidentiality

Each Party agrees to: (a) hold all Confidential Information of the other Party in strict confidence; (b) not disclose Confidential Information to any third party without prior written consent of the disclosing Party; (c) use Confidential Information solely for the purpose of evaluating and performing work under the agreed business relationship; and (d) restrict access to Confidential Information to those personnel with a genuine need-to-know who are bound by obligations of confidentiality at least as protective as those contained herein.

2.2 Standard of Care

Each Party shall protect the other's Confidential Information using at least the same degree of care it uses to protect its own confidential information of similar sensitivity, and in no event less than reasonable care.

2.3 Compelled Disclosure

If either Party is required by law, regulation, or court order to disclose Confidential Information, such Party shall: (a) provide the disclosing Party with prompt written notice of such requirement to the extent legally permissible; (b) cooperate with the disclosing Party in seeking a protective order or other appropriate remedy; and (c) disclose only the minimum information legally required.

3. DATA PROTECTION & PRIVACY COMPLIANCE

3.1 GDPR / CCPA Compliance

Where Confidential Information constitutes personal data under the General Data Protection Regulation (EU) 2016/679 ("GDPR"), the California Consumer Privacy Act ("CCPA"), or any equivalent privacy legislation, each Party shall process such personal data only in accordance with applicable law and solely for the purposes specified in any applicable data processing agreement.

3.2 Security Obligations

Each Party shall implement and maintain appropriate technical and organizational security measures to protect Confidential Information against unauthorized access, disclosure, alteration, or destruction, including encryption of data in transit and at rest where technically feasible.

4. TERM AND SURVIVAL

This Agreement shall remain in effect for the duration of the parties' business relationship plus three (3) years following the termination or expiration of any active engagement. Obligations with respect to trade secrets shall survive indefinitely. Upon termination, each Party shall promptly return or certifiably destroy all Confidential Information of the other Party upon written request.

5. REMEDIES & GOVERNING LAW

5.1 Equitable Relief

Each Party acknowledges that unauthorized disclosure of Confidential Information would cause irreparable harm for which monetary damages would be an inadequate remedy. Accordingly, each Party agrees that the other Party shall be entitled to seek immediate injunctive relief and specific performance from any court of competent jurisdiction to enforce this Agreement, without the necessity of proving actual damages or posting bond.

5.2 Governing Law

This Agreement shall be governed by the laws of Company's primary operating jurisdiction, consistent with the ICA executed concurrently. All disputes shall be resolved through the dispute resolution process set forth in the Master Independent Contractor Agreement.

DOUBLE TAXATION AVOIDANCE & INDEPENDENT CONTRACTOR TAX DECLARATION

This Tax Compliance Declaration (the "Declaration") is submitted by the undersigned Contractor to Ad Sitters (represented by Trust Administrator) in connection with the Master Independent Contractor Agreement executed concurrently via the OnboardJo.com platform.

Governing Tax Framework: United States — Internal Revenue Code, 1099-NEC / AB-5 Compliance

1. CONTRACTOR TAX STATUS DECLARATION

1.1 Independent Taxpayer Status

Contractor hereby declares and warrants that Contractor is an independent taxpayer registered in accordance with the laws of Contractor's country and jurisdiction of tax residence. Contractor is solely responsible for the accurate calculation, timely reporting, and full payment of all income taxes, self-employment taxes, value-added taxes (VAT), goods and services taxes (GST), and any other statutory contributions arising from compensation received under the Independent Contractor Agreement.

1.2 Tax Identification

Contractor confirms that Contractor has provided Company with a valid Taxpayer Identification Number (TIN), Employer Identification Number (EIN), Social Security Number (SSN), or equivalent national tax identifier, as required by the applicable tax authority. Contractor confirms that all information provided is accurate and current as of the date of this Declaration.

1.3 Form Submission

Contractor confirms submission or readiness to submit the applicable tax compliance form corresponding to the governing jurisdiction:

• United States: IRS Form W-9 (domestic) or Form W-8BEN / W-8BEN-E (foreign contractor)
• United Kingdom / EU: Self-Assessment registration confirmation and IR35 status letter
• APAC / India: Form 10F, Tax Residency Certificate (TRC), and Permanent Establishment exclusion declaration

2. PERMANENT ESTABLISHMENT (PE) EXCLUSION DECLARATION

2.1 No Fixed Place of Business

Contractor declares that Contractor does not maintain, and does not intend to create, any fixed place of business, branch, office, factory, workshop, warehouse, or any other installation through which business activities are wholly or partially carried out in the jurisdiction where Company is incorporated or primarily operating, within the meaning of Article 5 of the OECD Model Tax Convention on Income and Capital.

2.2 No Dependent Agency

Contractor further declares that Contractor does not act, and shall not act, as a dependent agent of Company in any jurisdiction such that Contractor's activities would create a taxable presence or permanent establishment for Company under applicable bilateral Double Taxation Avoidance Agreement ("DTAA") provisions.

2.3 Independent Operations

Contractor confirms that all services rendered are performed as a genuinely independent operator with Contractor's own equipment, premises, and business infrastructure, and that Contractor simultaneously offers and renders services to multiple unrelated clients in the ordinary course of business.

3. DOUBLE TAXATION AVOIDANCE AGREEMENT (DTAA) ELECTION

3.1 Treaty Eligibility

Where applicable, Contractor elects to claim benefits under the relevant DTAA between Contractor's country of tax residence and the jurisdiction of Company's primary operations, to the extent Contractor qualifies as a tax resident of such country and the services rendered qualify for treaty protection under the applicable "Business Profits" or "Independent Personal Services" article.

3.2 No Withholding Obligation

Based on the declarations herein, Company and Trust Administrator shall not be required to withhold income tax at source from payments made to Contractor, provided that all representations made in this Declaration remain accurate and Contractor maintains valid treaty documentation on file with Company. Company reserves the right to reinstate withholding if statutory authority requires or if any representation herein becomes inaccurate.

3.3 Indemnification for Tax Liability

Contractor agrees to fully indemnify, defend, and hold harmless Company and Trust Administrator from any tax liability, penalty, interest, or assessment imposed by any tax authority arising from: (a) Contractor's failure to accurately declare tax status; (b) misrepresentation of treaty eligibility; (c) creation of an unintended permanent establishment; or (d) failure to comply with applicable withholding tax obligations.

4. ANNUAL RENEWAL & ONGOING OBLIGATIONS

This Declaration shall remain valid for the current engagement year and shall be renewed annually upon request by Company. Contractor shall immediately notify Company in writing of any change in tax residency, treaty eligibility status, or any factor that may affect the accuracy of the declarations made herein. Company may conduct periodic compliance reviews and request updated documentation at any time during the term of the engagement.

5. ACCURACY AND PENALTIES

Contractor certifies, under penalty of perjury under applicable law, that all representations in this Declaration are true, correct, and complete to the best of Contractor's knowledge. Contractor acknowledges that false statements may result in substantial civil and criminal penalties under applicable tax statutes, in addition to the contractual remedies available to Company under the Master Independent Contractor Agreement.