Independent Contractor Agreement

This page is the official standard-form Independent Contractor Agreement. Each contractor signs their own copy, which carries the individual's name, fee, and dates and governs their engagement. Placeholders in [brackets] are completed per contractor. Together with the Confidential Information and Invention Assignment Agreement, it is the full contract.

This Independent Contractor Agreement (this "Agreement") is made as of the Effective Date by and between Intempt Technologies, a Texas corporation (the "Company"), and the individual named on the signature page (the "Contractor").

1. Independent Contractor Relationship

During the term of this Agreement, the Contractor will provide the services agreed with the Company (the "Services"). Contractor represents that Contractor is duly licensed (if applicable) and has the qualifications, the experience, and the ability to properly perform the Services. Contractor shall use Contractor's reasonable efforts to perform the Services such that the results are satisfactory to the Company.

2. Fees

As consideration for the Services to be provided by Contractor and other obligations, the Company shall pay to Contractor the amounts specified below.

For Services rendered by the Contractor under this Agreement, the Company shall pay the Contractor an annual fee of US$ [annual fee] divided into 12 equal parts for monthly payment, payable by the 15th day of each month for the previous period, to the Contractor's bank account or registered business entity.

The Contractor understands and agrees that the Company will not process payments to unrelated third parties not designated by the Contractor in advance in writing.

2.1 Currency and Bank Fees. If the Contractor's invoicing currency is not United States Dollars (US$), or if the Contractor's bank does not accept US$ transfers, the Company shall make payment in US$, converted using the exchange rate applied by the Company's bank on the date of payment. The Company shall be responsible for any fees charged by its sending bank, and the Contractor shall be responsible for any fees, charges, or exchange rate adjustments imposed by the receiving bank.

2.2 Small Amount Transfer Clause. Unless otherwise agreed in writing, the Company will process payments to the Contractor only once the total outstanding invoiced amount equals or exceeds US$ 50, to ensure bank transfer fees remain reasonable. Amounts below this threshold will be carried forward and paid together with subsequent invoices once the threshold is met.

2.3 Discretionary Non-Working Days. Contractor's monthly compensation includes ten (10) discretionary non-working days per calendar year. Contractor will notify the Company's project coordinator before planned unavailability: five (5) business days' notice for each non-working day taken, provided cumulatively where multiple days are requested. This notice is for coordination only and does not require approval. Unused days do not carry over or pay out. Sick days are separate and unlimited.

3. Expenses & Reimbursement

Independent Contractor may be authorized to incur on behalf of the Company certain reimbursable expenses incurred while performing the Services. As a condition to receipt of reimbursement, Contractor shall be required to submit to the Company reasonable evidence that the amount involved was both reasonable and necessary for the Services provided under this Agreement. All approved reimbursement requests will be paid within 90 days of receipt of the request.

4. Term and Termination

This Agreement shall continue for a period of 12 months from its effective date. Upon expiration of that period, this Agreement shall automatically renew for successive 12-month periods, unless either party provides written notice of non-renewal at least 20 business days before the end of the current period.

Either party may terminate this Agreement at any time upon 20 business days' written notice. On receipt of such written notice, the non-terminating party may choose to terminate Services immediately. In the event of such termination, the Contractor shall be paid for any portion of the Services that have been performed and approved prior to the termination.

Termination Without Completing the 20 Business Day Notice Period. If the Contractor terminates this Agreement without completing the required 20-business-day notice period, the Company may reduce the Contractor's final payment on a pro-rata basis to reflect the Services actually performed and accepted prior to termination. The Company also reserves the right, upon receiving the Contractor's notice of termination, to terminate this Agreement with immediate effect and pay the Contractor only for services performed up to the effective termination date.

Should either party default in the performance of this Agreement or materially breach any of its obligations under this Agreement, including but not limited to Contractor's obligations under the Confidential Information and Invention Assignment Agreement between the Company and Contractor referenced below, the non-breaching party may terminate this Agreement immediately if the breaching party fails to cure the breach within 10 business days after having received written notice by the non-breaching party of the breach or default.

Termination for Cause. The Company may terminate the Agreement at any time for cause. "Cause" shall mean any of the following: (a) the Contractor's failure to deliver the Services to a satisfactory standard as specified in this Agreement; (b) the Contractor's violation of any law, rule or regulation applicable to the Company or the Contractor's services; (c) the Contractor's breach of any material term or condition of this Agreement; (d) the Contractor's dishonesty, theft, embezzlement, or other illegal or unethical conduct in connection with the Services; (e) the Contractor's impairment by any substance that materially affects the quality or timeliness of Services delivered; (f) Contractor conducting harassment or discrimination of any kind, including sexual harassment or discrimination in connection with the Services; (g) the Contractor's material refusal to perform the agreed-upon Services or to cooperate in good faith with the Company's reasonable project requirements; (h) the Contractor's disclosure of the Company's confidential and proprietary information in violation of any agreement with the Company; (i) the Contractor's engagement in conduct in connection with the Services that could reasonably be expected to materially damage the Company's reputation or goodwill; or (j) any other material breach by the Contractor of this Agreement.

Upon termination for cause, the Independent Contractor shall not be entitled to any further compensation from the Company, except as required by law or as otherwise specified in this Agreement. The Company shall have no liability to the Contractor for any damages, losses or expenses arising out of or in connection with such termination, except as required by law. The Contractor agrees to indemnify and hold harmless the Company, its officers, directors, entities, agents and affiliates from and against any claims, damages, losses, liabilities, costs or expenses arising out of or in connection with any breach by the Contractor of this Agreement.

5. Independent Contractor

The Contractor's relationship with the Company will be that of an independent contractor and not that of an employee.

6. Method of Provision of Services

Contractor shall be solely responsible for determining and providing the method, details, and means of performing the Services, including a working computer with working software required for services that are the property of the Contractor. Contractor is not required to perform the Services at any specific location and may perform the Services from any location of Contractor's choosing.

In the event that any specialized hardware or software is deemed necessary to purchase, the Company may provide such hardware or software to the Contractor. The provision of such equipment does not alter the independent contractor relationship. These will be the property of the Company and must be returned at the conclusion of the Services.

The Company's standard business hours are the collaboration window agreed with the Contractor. The Company may request that Contractor be available for coordination calls and meetings during these hours on a reasonable basis. Contractor retains sole discretion over when, where, and how the Services are performed, provided that deliverables meet the agreed specifications and timelines.

Contractor may employ or engage the services of employees, subcontractors, partners, or agents to perform the Services (collectively, the "Assistants") upon prior written notice to the Company and registration of each Assistant. The Assistants are not and shall not be employees of the Company, and Contractor shall be wholly responsible for the professional performance of the Services by the Assistants such that the results are satisfactory to the Company. Contractor shall expressly advise the Assistants of the terms of this Agreement and shall require each Assistant to execute and deliver to the Company a Confidential Information and Invention Assignment Agreement substantially in the form attached to this Agreement (the "Confidentiality Agreement").

a. No Authority to Bind Company. Contractor acknowledges and agrees that Contractor and its Assistants have no authority to enter into contracts that bind the Company or create obligations on the part of the Company without the prior written authorization of the Company.

b. No Employee Benefits. Contractor acknowledges and agrees that Contractor and its Assistants shall not be eligible for any Company employee benefits and, to the extent Contractor otherwise would be eligible for any Company employee benefits but for the express terms of this Agreement, Contractor (on behalf of itself and its employees) hereby expressly declines to participate in such Company employee benefits.

c. Taxes; Indemnification. The Company does not withhold any taxes on behalf of the Contractor for all compensation paid to Contractor or its Assistants 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 Contractor's self-employment, sole proprietorship or other forms of business organization, and with respect to the Assistants, including state worker's compensation insurance coverage requirements and any U.S. immigration visa requirements. Contractor shall bear full responsibility for all applicable taxes under the respective laws of their citizenship or residency. Contractor agrees to indemnify, defend and hold the Company harmless from any liability for, or assessment of, any claims or penalties or interest with respect to such taxes, labor or employment requirements, including any liability for, or assessment of, taxes imposed on the Company by the relevant taxing authorities with respect to any compensation paid to Contractor or its Assistants or any liability related to the withholding of such taxes.

7. Coordination of Services

The scope and specifications of the Services will be as agreed between the Contractor and the Company's CEO. Contractor will coordinate with the Company's CEO regarding the status and delivery of Services. The nature and frequency of status updates will be mutually agreed upon by Contractor and the CEO.

8. Consulting or Other Services for Companies

If Independent Contractor decides to accept an engagement with a company, Contractor agrees that, in advance of accepting such work, Contractor will notify within thirty (30) days the Company in writing, specifying the organization with which Contractor proposes to consult, provide services and to provide information sufficient to allow the Company to determine if such work would conflict with the terms of this Agreement, including the terms of the Confidentiality Agreement, involve products or services which may be competitive with the Company's existing products or services, or impact further services which the Company might request of Contractor. If the Company determines that such work conflicts with the terms of this Agreement, the Company reserves the right to terminate this Agreement immediately. The Services shall not be performed using the proprietary or confidential resources of a third party without the Company's prior written consent.

All entities with which the Contractor has an engagement that presents a conflict of interest, or enters into such an engagement in the future, will be added on Exhibit A hereto. Failure to disclose such engagements and amend Exhibit A is a breach of contract.

9. Confidential Information and Invention Assignment Agreement

Independent Contractor shall sign, or has signed, a Confidential Information and Invention Assignment Agreement, on or before the date Contractor begins providing the Services.

10. Conflicts with this Agreement

Contractor represents and warrants that neither Contractor nor any of the Assistants is under any pre-existing obligation in conflict or in any way inconsistent with the provisions of this Agreement. Contractor represents and warrants that Contractor's performance of all the terms of this Agreement will not breach any agreement to keep in confidence proprietary information acquired by Contractor in confidence or in trust prior to commencement of this Agreement. Contractor warrants that Contractor has the right to disclose and/or or use all ideas, processes, techniques and other information, if any, which Contractor has gained from third parties, and which Contractor discloses to the Company or uses in the course of performance of this Agreement, without liability to such third parties. Notwithstanding the foregoing, Contractor agrees that Contractor shall not bundle with or incorporate into any deliveries provided to the Company herewith any third party products, ideas, processes, or other techniques, without the express, written prior approval of the Company. Contractor represents and warrants that Contractor has not granted and will not grant any rights or licenses to any intellectual property or technology that would conflict with Contractor's obligations under this Agreement. Contractor will not knowingly infringe upon any copyright, patent, trade secret or other property rights of any former client or third party in the performance of the Services.

11. Miscellaneous

a. Governing Law. 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 the state of Texas, without giving effect to principles of conflicts of law.

b. 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.

c. 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.

d. 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. Neither party may assign without the prior written consent of the other party.

e. Notices. Any notice, demand or request required or permitted to be given under this Agreement shall be in writing and shall be deemed sufficient when delivered personally or by overnight courier or sent by email, or 48 hours after being deposited in the mail as certified or registered mail with postage prepaid, 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.

f. 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.

g. 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.

h. 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 of a facsimile or scanned copy will have the same force and effect as execution of an original, and a facsimile or scanned signature will be deemed an original and valid signature.

i. 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 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.

Signatures

The parties execute this Agreement as of the date first written above. Both parties represent and warrant that they have the authority to bind their respective companies to this agreement.

Intempt Technologies - Title, Name, Address, Postal code, State, City, Country, Date, Signature.

Independent Contractor - Name, Address, Postal code, State, City, Country, Date, Signature.

Exhibit A: Conflict of Interest Declaration

I, [Contractor name], hereby declare the following commitments outside of my relationship with Intempt Technologies:

• No commitments
• Additional sheets attached

Signature of Independent Contractor, Print Name, Date.