This Engineer Agreement, (hereby known as the "Agreement") is entered into by and between the company or individual specified during this online registration process ("User"), (“Buyer”) or (“Engineer”) and SYNCom Ltd, our principal place of business at 19 Hermitage Green, Hermitage, Thatcham, Berkshire UK RG18 9SL. Throughout this agreement SYNCom Ltd will be referred to by the trading name of theNetworker. Violation of these guidelines may result in suspension or termination of your account with theNetworker. The policies, terms and conditions below limit theNetworker's liability and obligations to you and allow theNetworker to change, suspend or terminate your access to and use of the theNetworker website, online portal and any We urge you to carefully read the following terms and conditions, and all accompanying policies referenced in this agreement or elsewhere on the theNetworker website. The policies and rules located at theNetworker Rules & Policies (collectively, the "Policies") are incorporated into this Agreement by reference and provide additional terms and conditions governing your use of the theNetworker website, online portal and any The Policies include but are not limited to the following: the Payments and Invoices Policy; Dispute Resolution Policy; General User Obligations; Work Offers and Applications Policy; Policy on Managing and Working on Site; Privacy Policy. To the extent that there are any conflicts between the terms or conditions in such Policies and this Agreement, the terms and conditions of this Agreement will take precedence.

YOU UNDERSTAND THAT BY registering your details with theNetworker and ticking the box to accept, you have accepted the conditions within this agreement and any associated policies and clicking the Enter button, BY USING THE THENETWORKER WEBSITE, ONLINE PORTAL AND ANY (INCLUDING ANY CONTENT PROVIDED THEREIN) OR YOUR THENETWORKER ACCOUNT, HAVING ANY FORM OF COMMUNICATION WITH A BUYER OR THE ENGINEER OR BY POSTING ANY WORK ASSIGNMENTS VIA THE THENETWORKER WEBSITE, ONLINE PORTAL AND ANY , YOU ARE AGREEING TO BE BOUND BY THIS AGREEMENT (INCLUDING THE INCORPORATED POLICIES). IF YOU DO NOT ACCEPT THIS AGREEMENT IN ITS ENTIRETY, YOU MAY NOT ACCESS OR USE THE THENETWORKER WEBSITE, ONLINE PORTAL AND ANY IF YOU AGREE TO THESE TERMS AND CONDITIONS ON BEHALF OF A BUSINESS, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND THAT BUSINESS TO THIS AGREEMENT AND YOUR AGREEMENT TO THESE TERMS WILL BE TREATED AS THE AGREEMENT OF THE BUSINESS. IN THAT EVENT, "YOU" AND "YOUR" WILL REFER AND APPLY TO THAT BUSINESS.

• 1. THE THENETWORKER WEBSITE, ONLINE PORTAL AND ANY ASSOCIATED APPLICATIONS.

1.1 Purpose of the theNetworker Website, online portal and any associated applications.

The theNetworker Website, online portal and any associated applications Is an online portal and website located at www.theNetworker.co.uk (the "Site") provided by theNetworker where Engineers (“Users”) may be contacted by Buyers of Services, Providers of Services or Private Individuals and may access and use the theNetworker product range (collectively, the "theNetworker Website, online portal and any associated applications"). In addition, payments for the Services contracted for through the theNetworker Website, online portal and any associated applications are made through the theNetworker Website, online portal and any associated applications. On the theNetworker Website, online portal and any associated applications, Engineers may post their professional profile including but not limited to their professional capabilities and abilities to carry out a set task to invite bids or direct purchases for their advertised services by Buyers of Services, Providers of Services or Private Individuals.

1.2 Eligibility.

The theNetworker Website, online portal and any associated applications is available only to persons who are at least eighteen (18) years old and are otherwise capable of forming legally binding contracts under applicable law. Without limiting the foregoing, the theNetworker Website, online portal and any associated applications is not available to temporarily or indefinitely suspended Users. Users are not employees, agents or contractors of theNetworker. You will not use or access the theNetworker Website, online portal and any associated applications if you are located or reside in a country (a) in which use or participation is prohibited by law, decree, regulation, treaty or administrative act or (b) currently resides outside of the United Kingdom.

1.3 Role of Service Contracts and the Role of theNetworker.

If an Engineer accepts a Buyers bid or direct purchase for an Work assignments and the two parties reach an agreement for services to be provided during a telephone interview, a services contract is formed directly between such Engineer and Buyer subject to the terms specified in Section 2 (Service Contract Terms Between Buyer and the Engineer) and/or any other terms and conditions that Buyer and the Engineer may agree upon through the theNetworker Website, online portal and any associated applications ("Service Contract"). Engineers shall not agree on any terms outside the theNetworker Website, online portal and any associated applications or attempt to agree on terms outside the theNetworker Website, online portal and any associated applications. An attempt to agree on terms outside the theNetworker Website, online portal and any associated applications shall constitute a material breach of this Agreement and be null and void. theNetworker is not a party to any Service Contract between Buyers and Engineers and theNetworker itself does not deliver any Work assignments or Work Product, nor does theNetworker make any representations regarding the quality thereof, except as may be otherwise explicitly set forth by theNetworker.

1.4 Acknowledgement of theNetworker's Interest in Proper Performance of Service Contracts.

Even to the extent theNetworker is not a party to a Service Contract, the Engineer acknowledges and agrees that the reputation and goodwill of theNetworker may be adversely affected if, as a Buyer or The Engineer, the Engineer engages in violations of the Service Contract. The Engineer further acknowledges and agrees that theNetworker is an intended third-party beneficiary of each Service Contract the Engineer enters into and theNetworker has the right to take such legal actions against the Engineer as theNetworker, in its sole discretion, deems necessary to protect the interests of theNetworker.

1.5 Payment of theNetworker Fee.

The Engineer agrees that theNetworker shall be paid a fee (the "theNetworker Fee") for maintaining the theNetworker Website, online portal and any associated applications. The amount of such fee and the method of its payment are set forth in the Payments and Invoices Policy.

• 2. SERVICE CONTRACT TERMS BETWEEN ENGINEER AND BUYER.

The Engineer agrees that all Service Contracts between the Engineer and any Buyer or Provider regarding particular Work assignments shall: (i) unless Buyer and The Engineer expressly agree otherwise through the theNetworker Website, online portal and any associated applications contain substantially the same terms and conditions provided in Sections2.1 through 2.10 below ("Standard Terms"); (ii) name theNetworker as an express third party beneficiary under the Service Contract; and (iii) make no representations or warranties on behalf of theNetworker. Notwithstanding the foregoing, to the extent that Buyer and The Engineer agree to terms in their Service Contract different than the Standard Terms, nothing in such Service Contract will in any way limit or modify theNetworker's rights.

2.1 Services.

The Engineer shall perform Services in a professional manner. During all Work assignments, the Engineer shall use reasonable efforts to achieve the desired Work assignment Task(s). The Engineer may not subcontract with third parties to perform Services on behalf of the Engineer or assist the Engineer in performing Services

2.2 Fees.

Buyer shall pay the Engineer the agreed-upon fees for time spent (under Bill Rate Work assignments). All amounts paid by Buyer shall be paid through the theNetworker Website, online portal and any associated applications as set forth in the Payments and Invoices Policy.

2.3 Termination.

Under Bill Rate Work assignments, either party may terminate the Service Contract at any time for any or no reason, provided that Buyer remains obligated to pay for any time the Engineer spent prior to termination.

2.4 Buyer Deliverables.

Buyer grants the Engineer a limited, non-exclusive, revocable (at any time, at Buyer's sole discretion) right to use the Buyer Deliverables as necessary for the performance of the Services. Buyer reserves all other rights and interest, including, without limitation, all Proprietary Rights, in and to the Buyer Deliverables. Upon completion or termination of the Work assignments, or upon request by the Buyer, the Engineer shall immediately return all Buyer Deliverables to the Buyer and purge all copies of Buyer Deliverables and Work assignments Task(s) contained in or on the Engineer's premises or systems or otherwise under the Engineer's control.

2.5 Work assignment Tasks.

Any copyrightable works prepared by the Engineer in connection with an Work assignments for Buyer shall be "works for hire"; consequently, Buyer will be considered the author and owner of such works. Unless prohibited by applicable mandatory law, all Proprietary Rights in and to Work Product shall vest in Buyer upon creation. If under mandatory law, Proprietary Rights do not vest in Buyer upon creation, the Engineer hereby assigns all Proprietary Rights to Work Product to Buyer, effective upon creation. To the extent that under mandatory law, rights can only be assigned after creation, the Engineer hereby irrevocably agrees to assign, immediately following the creation, all Proprietary Rights to Work Product to Buyer. To the extent that under mandatory law, Proprietary Rights cannot be assigned, the Engineer hereby irrevocably agrees to grant, and hereby grants, to Buyer an exclusive (excluding also the Engineer), perpetual, irrevocable, unlimited, worldwide, fully paid, and unconditional license to use and commercialize Work assignment Task(s) in any manner now known or in the future discovered. To the extent such license grant is not fully valid, effective or enforceable under mandatory law, the Engineer hereby irrevocably agrees to grant, and hereby grants, to Buyer, such rights as Buyer reasonably requests in order to acquire, as close as possible, all rights equivalent to full legal ownership. In order to ensure that Buyer will be able to acquire, perfect and use such Proprietary Rights, the Engineer will: (i) transfer possession, ownership, and title to media, models, and other tangible objects containing Work assignment Task(s) to Buyer; (ii) sign any documents at Buyer's request to assist Buyer in the documentation, perfection and enforcement of its rights; and (iii) provide Buyer with support and reasonable access to information for recording, perfecting, securing, defending, and enforcing such Proprietary Rights. The Engineer also irrevocably authorizes Buyer to act and sign on the Engineer’s behalf and take any necessary steps in order to perfect Buyer's rights under this Agreement. In case that under mandatory law, the Engineer retains any rights of paternity, integrity, disclosure and withdrawal and any other rights that may be known as or referred to as "moral rights" (collectively "Moral Rights") or other inalienable rights to Work assignment Task(s) or Confidential Information under this Agreement, the Engineer irrevocably agrees to waive, and hereby waives, all such rights, or, to the extent the Engineer cannot waive such rights, the Engineer agrees not to exercise such rights, until the Engineer has provided prior written notice to Buyer and then only in accordance with any reasonable instructions that Buyer issues in the interest of protecting its rights. The Engineer agrees to assist Buyer in every proper way to obtain and enforce the Proprietary Rights and other legal protections for the Work assignment Tasks in any and all countries. The Engineer will sign documents that the Buyer may reasonably request for use in obtaining and enforcing such protection, including, but not limited to, any work assignments deed which the Buyer may select at its sole discretion. The Engineer’s obligations under this Section 2.5 will continue even after the Engineer deregisters from or ceases use of the theNetworker Website, online portal and any The Engineer appoints Buyer as the Engineer’s attorney-in-fact to execute documents on the Engineer’s behalf for the purposes set forth in this Section 2.5.

2.6 Pre-existing IP in Work Product.

User shall ensure that no Work assignment Task(s) created or delivered by the Engineer includes any pre-existing software, technology or other IP, whether such pre-existing IP is owned by the Engineer or a third party including (collectively "Pre-existing IP") without obtaining the prior written consent of the Buyer to the inclusion of such Pre-existing IP in the Work assignment Task(s). User acknowledges that, without limiting any other remedies, User shall not be entitled to payment for, and shall refund any The Engineer Fees paid to User for, any Services performed on an Work assignment if the Work Product contains any Pre-existing IP that was not approved in accordance with this Section 2.6.

2.7 Independent Contractor.

The Engineer's relationship with Buyer will be that of an independent contractor, and nothing in this Agreement should be construed to create a partnership, joint venture, or employer-employee relationship. The Engineer acknowledges and agrees that they hold a valid Professional Indemnity Insurance policy from an industry recognized and certified insurance broker providing a premium cover value of at least £500,000 (Five Hundred Thousand Pounds) . The Engineer acknowledges and agrees that neither theNetworker nor the Buyer shall provide the necessary insurances nor be found liable for any outstanding payments to the insurance broker or the Engineer for premiums, future or past claims or excess and it is the Engineers sole responsibility to handle all matters directly with the insurance broker. The Engineer acknowledges and agrees that neither it nor any of its employees or agents shall have any claim under this Agreement for overtime pay, sick leave, holiday pay, retirement benefits, worker's compensation benefits, or employee benefits of any kind from Buyer. The Engineer acknowledges and agrees that Buyer will not deduct any amount for withholding, unemployment, PAYE, National Insurance, or other taxes as it would in the case of an employee and that The Engineer will be solely responsible for all tax returns and payments required to be filed with or made to any national or local tax authority with respect to The Engineer's performance of Services. The Engineer agrees to accept exclusive liability for complying with all applicable UK laws, including laws governing self-employed or contract individuals, if applicable, such as laws related to payment of taxes, national insurance, disability, and other contributions based on payment of The Engineer Fees by Buyer. Buyer will not withhold or make payments for national insurance, unemployment insurance or disability insurance contributions on The Engineer's behalf. The Engineer hereby agrees to indemnify and defend Buyer against any and all such taxes or contributions, including penalties and interest. The Engineer agrees to provide proof of payment of appropriate taxes on any fees paid to The Engineer under this Agreement upon reasonable request of Buyer.

2.8 General.

Service Contracts shall be governed by Sections 5 (Confidential Information) 11 (General) and 12 (Definitions) of this Agreement, as applicable either directly or by way of analogy.

2.9 Entire Agreement.

The terms and conditions set forth in this Section 2 and/or any additional or different terms expressly agreed by Buyer and The Engineer through the theNetworker Website, online portal and any associated applications shall constitute the entire agreement and understanding of Buyer and The Engineer with respect to each Service Contract and shall cancel and supersede any other prior or contemporaneous discussions, agreements, representations, warranties, and/or other communications between them.

2.10 No Contracts outside the theNetworker Website, online portal and any associated applications

The Engineer or Buyer shall take no steps to use any other means to enter into any contract with any other Engineer that was introduced through the theNetworker Website, online portal and any .

• 3. ACKNOWLEDGMENTS BY USER OF THENETWORKER'S ROLE.

3.1 Service Contracts.

User expressly acknowledges, agrees and understands that: (i) the theNetworker Website, online portal and any associated applications is merely a venue where Users may act as Buyers or Engineers; (ii) theNetworker is not a party to any Service Contracts between Buyers and The Engineers; (iii) theNetworker shall not have any liability or obligations under or related to Service Contracts or any acts or omissions by Users; (iv) theNetworker has no control over The Engineers or over the Services promised or rendered by The Engineers; and, (v) theNetworker makes no representations as to the reliability, capability, or qualifications of any Engineer or the quality, security or legality of any Service, and theNetworker disclaims any and all liability relating thereto.

3.2 theNetworker Tools.

theNetworker and its licensors reserve all Proprietary Rights in and to the theNetworker Tools. User may not use the theNetworker Tools except as necessary for the purposes of discharging its obligations under this Agreement and any Service Contract entered into pursuant to this Agreement and on the terms set out in the License Agreement. Without limiting the terms of Section 11.5, theNetworker reserves the right to suspend or terminate User's access to the theNetworker Website, online portal and any associated applications and theNetworker Tools at any time in its sole discretion, and to withdraw, expand and otherwise change the theNetworker Website, online portal and any associated applications and theNetworker Tools (including the functionality of the theNetworker Tools) at any time in theNetworker's sole discretion. Without limiting any provisions contained in the License Agreement, User shall not be entitled to create any "links" to the theNetworker Tools, or "frame" or "mirror" any content contained on, or accessible through, the theNetworker Tools, on any other server or internet-based device.

3.3 theNetworker's Compensation.

theNetworker is paid its fees for the maintenance of the theNetworker Website, online portal and any All fees are non-refundable, whether or not Work assignments were satisfactorily completed.

• 4. FEES AND PAYMENTS.

4.1 The Engineer Fees.

theNetworker shall act as a payment processor for The Engineer Fees as set forth in the Payments and Invoices Policy.

4.2 Formal Invoices and Taxes.

If the Engineer has chosen to ‘opt-out’ of using the online invoicing tool provided by theNetworker for the purposes of providing invoices to theNetworker on behalf of the Engineer and not including any determination or remittance of personal or company tax payments or record filing, theNetworker shall have no responsibility for determining the necessity of or for issuing any formal invoices, or for determining, remitting, or withholding any taxes applicable to The Engineer Fees. Instead, The Engineer shall be solely responsible for determining whether it is required by applicable law to issue any formal invoices for the The Engineer Fees and for issuing any invoices so required. The Engineer shall also be solely responsible for: (a) determining whether The Engineer or theNetworker is required by applicable law to remit to the appropriate authorities any value added tax or any other taxes or similar charges applicable to the The Engineer Fees, and remitting any such taxes or charges to the appropriate authorities on behalf of itself or theNetworker, as appropriate; and (b) determining whether theNetworker is required by applicable law to withhold any amount of the The Engineer Fees, notifying theNetworker of any such requirement and indemnifying theNetworker (either by permitting theNetworker to offset the relevant amount against a future payment of The Engineer Fees or by refunding to theNetworker the relevant amount, at theNetworker's sole discretion) for any requirement to pay any withholding amount to the appropriate authorities. theNetworker shall have the right, but not the obligation, to audit and monitor The Engineer's compliance with applicable tax laws as required by this Section 4.2.

4.3 Invoices to Buyer.

Buyer will be invoiced for the Engineer Fees in accordance with the Payments and Invoices Policy. If Buyer believes a Bill Rate Work assignments charge to be incorrect, Buyer shall notify theNetworker within the time period set forth in the Payments and Invoices Policy, in which case theNetworker will investigate the Time Log submitted by both parties to determine, in its sole discretion, whether an adjustment is appropriate. theNetworker's determination shall be final. If Buyer does not notify theNetworker within this time, the charge automatically becomes final.

4.4 Payment.

Buyer hereby authorizes theNetworker to run credit or debit card authorizations on all credit or debit cards provided by Buyer and to charge Buyer's credit or debit card (or any other form of payment authorized by theNetworker or mutually agreed to between Buyer and theNetworker) in accordance with the Payments and Invoices Policy.

4.5 Dispute Resolution Policy.

All disputes between the Engineer and a Buyer regarding the chargeable nature of the number of hours recorded in the Time Logs shall be resolved pursuant to theNetworker's Dispute Resolution Policy.

4.6 No Direct Payments.

Buyer shall (i) make all payments relating to, or in any way connected with, an Work assignments (including, without limitation, bonuses) through the payment channels provided or specified by theNetworker, and (ii) not make any such payments directly to an Engineer or through any other payment channels. Buyer shall immediately notify theNetworker if an Engineer requests that Buyer make a payment directly to it or through any channels other than those provided or specified by theNetworker. The Engineer shall not accept any payments relating to an Work assignments (including, without limitation, bonuses) from a Buyer directly or through any payment channels other than those provided or specified by theNetworker. The Engineer shall immediately notify theNetworker if a Buyer or any of its agents attempts to make a payment to The Engineer directly or through any payment channels other than those provided or specified by theNetworker.

• 5. CONFIDENTIAL INFORMATION.

5.1 Confidentiality.

To the extent a Buyer provides Confidential Information to a The Engineer or to theNetworker, the The Engineer or theNetworker (as the case may be) shall protect the secrecy of the Confidential Information with the same degree of care as it uses to protect its own confidential information, but in no event with less than due care, and shall not: (i) disclose Confidential Information to anyone except, in the case of theNetworker, to any The Engineer engaged by Buyer for the Work assignments; and (ii) use the Confidential Information, except as necessary for the performance of Services for the relevant Work assignments (including, without limitation, the storage or transmission of Confidential Information on or through theNetworker Tools for use by The Engineer).

5.2 Return.

If and when Confidential Information is no longer needed for the performance of Services for the relevant Work assignments, or at the Buyer's written request (which may be made at any time at Buyer's sole discretion), The Engineer or theNetworker (as the case may be) shall promptly destroy or return to Buyer all Confidential Information and any copies thereof contained in or on its premises or systems or otherwise under its control. The Engineer and theNetworker agree to provide written certification to Buyer of compliance with this Section 5.2 within ten (10) days after the receipt of Buyer's written request to certify.

5.3 Publications.

Without limiting Section 5.1 (Confidentiality), neither The Engineer nor theNetworker shall publish, or cause to be published, any Confidential Information or Work Product.

• 6. WARRANTY DISCLAIMER.

THENETWORKER MAKES NO EXPRESS REPRESENTATIONS OR WARRANTIES WITH REGARD TO THE SERVICES, WORK PRODUCT, THENETWORKER TOOLS, THENETWORKER WEBSITE, ONLINE PORTAL AND ANY OR ANY ACTIVITIES OR ITEMS RELATED TO THIS AGREEMENT. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THENETWORKER DISCLAIMS ALL EXPRESS OR IMPLIED CONDITIONS, REPRESENTATIONS AND WARRANTIES INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. SECTION 8.2 (TERMINATION) STATES USER'S SOLE AND EXCLUSIVE REMEDY AGAINST THENETWORKER WITH RESPECT TO ANY DEFECTS, NON-CONFORMANCES OR DISSATISFACTION.

• 7. INDEMNIFICATION.

7.1 Proprietary Rights.

Each User shall indemnify, defend and hold harmless (on a monthly basis, as costs are incurred) theNetworker and its subsidiaries, affiliates, officers, agents, employees, representatives and co-branders or other partners (each an "Indemnified Party" for purposes of this Section 8) from any and all claims, damages, liabilities, costs, and expenses (including, but not limited to, reasonable attorneys' fees and all related costs and expenses) arising from or relating to any claim, judgment, or adjudication that any Work Product, Services or action or omission by such User infringes Proprietary Rights or other rights of any third party.

7.2 Indemnification by Buyer.

Each Buyer shall indemnify, defend and hold harmless the Indemnified Parties from any and all claims, damages, liabilities, costs, and expenses (including, but not limited to, reasonable attorneys' fees and all related costs and expenses) arising from or relating to (i) such Buyer's use of Services, including without limitation claims by or on behalf of any Engineer for Worker's Compensation or unemployment benefits, or (ii) any Service Contract entered into between such Buyer and an Engineer.

7.3 Indemnification by the Engineer.

Each Engineer shall indemnify, defend and hold harmless the Indemnified Parties from any and all claims, damages, liabilities, costs, and expenses (including, but not limited to, reasonable solicitors fees and all related costs and expenses) arising from or relating to (i) such The Engineer's provision of Services, or (ii) any Service Contract entered into between such Engineer and a Buyer (iii) any illness or injury incurred whilst travelling to and from the Buyer or the Engineer's place of work (iiii) any illness or injury incurred whilst working on the Buyer's premises or other place or work

• 8. TERM AND TERMINATION.

8.1 Term.

The term of this Agreement commences on the Effective Date and continues in effect until terminated in accordance with Section 8.2 below.

8.2 Termination.

Either party may terminate this Agreement at any time, with or without cause, effective immediately upon written notice to the other party, provided that any such termination for convenience shall not affect the validity of any Service Contracts that have been concluded prior to termination and this Agreement shall continue to apply with respect to such Service Contracts.

8.3 Consequences of Termination.

Termination shall not relieve Buyer of the requirement to pay for time spent and expenses incurred prior to the effective date of the termination, which fees and expenses, together with any applicable taxes, shall be invoiced to Buyer following termination pursuant to Section 4.3 (Invoices to Buyer), and charged to Buyer's credit or debit card or other form of payment pursuant to Section 4.4 (Payment). Subject to Section 4.5 (Dispute Resolution Policy), theNetworker shall pay The Engineer, in accordance with the provisions of Section 4 (Fees and Payments), for all time recorded in the Time Logs incurred prior to the effective date of the termination.

8.4 Survival.

Sections 3 through 13 of this Agreement shall survive any termination thereof.

• 9. AUDIT RIGHTS.

Buyer and The Engineer each shall (i) create and maintain records to document satisfaction of its obligations under this Agreement and any Service Contract, including without limitation its payment obligations and compliance with tax laws, and (ii) provide copies of such records to theNetworker upon request. theNetworker, or theNetworker's advisors or agents, shall have the right, but not the obligation, to routinely, but no less frequently than annually, audit The Engineer's operations and records to confirm compliance.

• 10. ENTIRE AGREEMENT; PREVIOUS AGREEMENTS AND ONGOING WORK ASSIGNMENTS.

10.1 Entire Agreement.

This Agreement, including the incorporated Policies, sets forth the entire agreement and understanding of the parties relating to its subject matter and cancels and supersedes any prior or contemporaneous discussions, agreements, representations, warranties, and other communications between them. In particular, this Agreement cancels and supersedes any theNetworker Buyer Services Agreement, Freelancer Engineer Services Agreement, and/or Affiliate Services Agreement that User might have previously entered into with theNetworker ("Previous Agreements"). In case of any inconsistencies between the Policies and the other terms of this Agreement, the latter shall prevail.

10.2 Rights and Obligations under Previous Agreements.

As of the Transition Date, User shall have no rights against theNetworker under Previous Agreements except that User remains entitled to any fees for Services which User has become entitled to receive from theNetworker under the terms of such Previous Agreements and which theNetworker has not remitted as of the Transition Date. theNetworker remains entitled to payment on invoices for Work assignments commenced under Previous Agreements with User. User's continued use of the theNetworker Website, online portal and any as a Buyer or The Engineer on or after the Transition Date shall be solely governed by the terms of this Agreement.

10.3 Ongoing Work assignments.

Failure by any Buyer to terminate any Work assignments commenced under a Previous Agreement prior to the Transition Date ("Ongoing Work assignments") constitutes an offer to the Engineer under such Ongoing Work assignments to continue the Ongoing Work assignments under a Service Contract with the terms and conditions set forth in Section 2 (Service Contract Terms Between Buyer and The Engineer) or any other terms expressly agreed to by the Buyer and the The Engineer through the theNetworker Website, online portal and any ("Offer to Continue"). A The Engineer's continuation of work on any Ongoing Work assignments on or after the Transition Date constitutes the Engineer's acceptance of the Buyer's Offer to Continue such Ongoing Work assignments.

10.4 No Violation of Non-Solicitation Provisions.

Under no circumstances shall participation in and interaction with other Users exclusively through the theNetworker Website, online portal and any be viewed as a prohibited solicitation under the terms of any Previous Agreement. Without limiting the generality of Section 10.1, any non-solicitation and/or no-hire clauses under Previous Agreements are cancelled.

• 11. GENERAL.

11.1 No Employment.

User acknowledges and agrees that this Agreement does not constitute an employment agreement or create or acknowledge an employment relationship (neither with theNetworker nor with any other User). The parties shall be independent contractors at all times and not partners, joint venturers or otherwise participants in a joint undertaking.

11.2 Limited Privacy.

User acknowledges and understands that any Work Product, Time Logs, workstation images and any other information (including the terms of this Agreement) that User provides or makes available on the theNetworker Website, online portal and any as an Engineer may be made available to Buyers and others in accordance with theNetworker's Privacy Policy. User has no expectation of privacy related to Services or any other activities performed as an Engineer in connection with this Agreement.

11.3 Compliance.

User shall not violate any laws or third party rights on or related to the theNetworker Website, online portal and any . Without limiting the generality of the foregoing, User agrees to comply with all applicable import and export control laws and third parties' Proprietary Rights.

11.4 Notices; Consent to Electronic Notice.

You consent to the use of (a) electronic means to complete this Agreement and to deliver any notices pursuant to this Agreement; and (b) electronic records to store information related to this Agreement or your use of the theNetworker Website, online portal and any . Notices hereunder shall be invalid unless made in writing and given (a) by theNetworker via email (in each case to the address that you provide), (b) a posting on the theNetworker Site or (c) by you via email to support@thenetworker.co.uk or to such other addresses as theNetworker may specify in writing. The date of receipt will be deemed the date on which such notice is transmitted.

11.5 Modifications.

(a) theNetworker reserves the right in its sole discretion to amend this Agreement without advance notice. Modifications to this Agreement or any Policies will be posted on the Site or made in compliance with any notice requirements set forth in this Agreement. Subject to Section 8, if any modification is not acceptable to you, your only recourse is to cease using the theNetworker Website, online portal and any . By continuing to use the theNetworker Website, online portal and any after theNetworker has posted any modifications on the Site or provided any required notices, you accept and agree to be bound by the modifications. (b) Except only as permitted by Section 11.5(a), no modification or amendment to this Agreement shall be binding upon either party unless in a written instrument signed by a duly authorized representative of each party (and, for the purposes of this Section 11.5(b), a written instrument shall expressly exclude electronic communications such as email and electronic notices but shall include facsimiles).

11.6 Dates and Timelines.

All references to days shall be to business days (Monday to Friday, GMT, excluding bank holidays), except as expressly noted otherwise.

11.7 No Waiver.

The failure or delay of either party to exercise or enforce any right or claim does not constitute a waiver of such right or claim and shall in no way affect that party's right to later enforce or exercise it, unless such party issues an express written waiver, signed by a duly authorized representative.

11.8 Assignability.

User may not assign this Agreement, or any of its rights or obligations hereunder, without theNetworker's prior written consent in the form of a written instrument signed by a duly authorized representative of each party (and, for the purposes of this Section 11.8, a written instrument shall expressly exclude electronic communications such as email and electronic notices but shall include facsimiles). theNetworker may freely assign this Agreement without consent of User. For the purposes of this Agreement a work assignment will be deemed a "Change of Control." Any attempted work assignments or transfer in violation of this Section will be null and void. A "Change of Control" means (a) the direct or indirect acquisition of either (i) the majority of voting stock of such party or (ii) all or substantially all of the assets of such party, by another entity in a single transaction or a series of transactions; or (b) the merger of such party with another entity. Subject to the foregoing restrictions, this Agreement will inure to the benefit of the successors and permitted assigns of the parties.

11.9 No 3rd Party Beneficiary Rights.

Except as specified in Sections 1 (The theNetworker Website, online portal and any ) and 2 (Service Contract Terms Between Buyer and The Engineer), this Agreement shall: (a) create rights and obligations only between theNetworker and each individual User that accepts this Agreement; and (b) not create any rights for any other parties. For the avoidance of doubt, without any limitation, no user shall be entitled to enforce the terms of this Agreement as they apply between theNetworker and another user.

11.10 Severability.

If and to the extent any provision of this Agreement is held illegal, invalid, or unenforceable in whole or in part under applicable law, such provision or such portion thereof shall be ineffective as to the jurisdiction in which it is illegal, invalid, or unenforceable to the extent of its illegality, invalidity, or unenforceability, and shall be deemed modified to the extent necessary to conform to applicable law so as to give the maximum effect to the intent of the parties. The illegality, invalidity, or unenforceability of such provision in that jurisdiction shall not in any way affect the legality, validity, or enforceability of such provision in any other jurisdiction or of any other provision in any jurisdiction.

11.11 Choice of Law.

This Agreement and any dispute arising out of or relating to this Agreement ("Dispute") shall be governed by and construed in accordance with the laws of the United Kingdom without regard to its conflict of law provisions and excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).

11.12 Arbitration.

All Disputes shall be finally resolved by binding arbitration before three (3) arbitrators, selected and proceeding pursuant to the International Arbitration Rules of the International Centre for Dispute Resolution (ICDR), in the English language. The arbitrators shall, at either party's request, give a written opinion stating the factual basis and legal reasoning for the decision in the English language. The arbitrators so appointed shall have the authority to determine issues of arbitrability. The arbitrators shall have the authority to award compensatory damages only and shall not award punitive or exemplary damages. The parties, their representatives, other participants and arbitrators shall hold the existence, subject matter and result of arbitration in confidence. Notwithstanding the foregoing, either party may, at its sole discretion, seek injunctive relief in any court of competent jurisdiction (including, but not limited to, preliminary injunctive relief). The prevailing party in any legal proceeding brought by one party against the other party in a Dispute shall be entitled to recover its legal expenses, including, but not limited to, the costs of any court or arbitration proceeding and reasonable attorneys' fees.

11.13 Prevailing Language.

The English language version of this Agreement shall be controlling in all respects and shall prevail in case of any inconsistencies with translated versions, if any.

• 12. LIMITATION OF LIABILITY
. IN NO EVENT WILL THENETWORKER BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY OR INDIRECT COSTS OR DAMAGES, LITIGATION COSTS, INSTALLATION AND REMOVAL COSTS, OR LOSS OF DATA, PRODUCTION OR PROFIT. THE LIABILITY OF THENETWORKER TO ANY USER FOR ANY CLAIM ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT SHALL NOT EXCEED THE GREATER OF: (A) £3000 GBP; AND (B) ANY THENETWORKER FEES RETAINED BY THENETWORKER WITH RESPECT TO WORK ASSIGNMENTS ON WHICH USER WAS INVOLVED AS BUYER OR THE ENGINEER DURING THE SIX (6) MONTH PERIOD PRECEDING THE DATE OF THE CLAIM. THESE LIMITATIONS SHALL APPLY TO ANY LIABILITY, ARISING FROM ANY CAUSE OF ACTION WHATSOEVER, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH COSTS OR DAMAGES AND EVEN IF THE LIMITED REMEDIES PROVIDED HEREIN FAIL OF THEIR ESSENTIAL PURPOSE.
• 13. DEFINITIONS.

13.1 "Work assignments" means a particular project or set of ongoing tasks for which a Buyer has requested Services to be performed by an Engineer.

13.2 "Bill Rate" for a Work assignment means, in respect of an Engineer, the hourly rate specified for that Engineer in the theNetworker Website, online portal and any associated applications.

13.3 "Bill Rate Work assignments" means a Work assignments for which Buyer is charged based on the Bill Rate.

13.4 "Buyer" means any company or individual, including User, utilizing the theNetworker Website, online portal and any associated applications to request Services to be performed by an Engineer.

13.5 "Confidential Information" means Buyer Deliverables, Work Product, and any other information provided to, or created by, an Engineer for an Work assignments, regardless of whether in tangible, electronic, verbal, graphic, visual or other form. Confidential Information does not include material or information that: (a) is generally known by third parties as a result of no act or omission of The Engineer or Buyer; (b) subsequent to disclosure hereunder, was lawfully received without restriction on disclosure from a third party having the right to disseminate the information; (c) was already known by The Engineer prior to receiving it from Buyer and was not received from a third party in breach of that third party's obligations of confidentiality; or (d) was independently developed by The Engineer without use of Confidential Information.

13.6 "Buyer Deliverables" means instructions, requests, IP and any other information or materials that an Engineer receives from a Buyer for a particular Work assignments.

13.7 "Effective Date" means the date of acceptance of this Agreement.

13.8 "Fixed Price" means a fixed fee agreed between a Buyer and an Engineer, prior to the commencement of a Work assignments, for the completion of all Services requested by Buyer for such Work assignments.

13.9 "IP" means any computer programs or routines (in object code, source code, or embedded format, regardless of the medium on which it resides), algorithms, know-how, hardware and/or software configurations, inventions, documentation, translations, text and other works of authorship, data, databases, information, designs, utility models, symbols, logos, marks, names, procedures, processes, technical improvements and any other intangibles as well as the prototypes, samples, copies, and other materialized forms of the foregoing intangibles.

13.10 "License Agreement" means the license agreement between User and theNetworker relating to use of the theNetworker Tools software. 13.12 "theNetworker Team" means the online platform accessed using the theNetworker Tools software and through which a Buyer communicates with an Engineer in relation to a Work assignments once such Work assignments has commenced.

13.11 "theNetworker Tools" means any software, information and other items provided by theNetworker, including, without limitation, theNetworker Team, theNetworker share, Mailing List, SVN Source Code Repository and Bugzilla bug-tracking, subject to change and update by theNetworker from time to time at theNetworker's sole discretion.

13.12 "Payment Period" shall mean the four (4) or five (5) week period beginning on the Monday following the prior Payment Period and ending on the Sunday nearest to the last day of the relevant month.

13.13 "Proprietary Rights" means any and all rights, title, ownership and interest in and to copyrights, mask works, industrial designs, trademarks, service marks, trade names, trade secrets, patents, and any other rights to IP, recognized in any jurisdiction, whether or not perfected.

13.14 "The Engineer" means any company or individual, including User, utilizing the theNetworker Website, online portal and any associated applications to offer Services for Buyers and/or to enter into Service Contracts.

13.15 "The Engineer Fees" means: (a) for a Bill Rate Work assignments, an amount equal to the number of hours recorded by The Engineer in the Time Logs, multiplied by the Bill Rate; (b) and any bonuses paid or other payments made by a Buyer for an Work assignments.

13.16 "Services" means software development and other knowledge-based technology services.

13.17 "Time Logs" means the number of hours recorded for a stated period by an Engineer in theNetworker Team (or such other Tool as theNetworker may nominate from time to time), in compliance with theNetworker's Payments and Invoices Policy and Policy on Managing and Working on Work assignments, for the Services performed in respect of an Work assignments.

13.18 "Transition Date" means the Monday following the end of the last Payment Period under any Previous Agreement between User and theNetworker or, if there is no such Previous Agreement, the Effective Date.

13.19 "Work Product" means any tangible or intangible results or deliverables that Engineer agrees to create for, or actually delivers to, Buyer as a result of performing the Services on a particular Work assignments, including, but not limited to, configurations, computer programs or other information, or customized hardware, and any IP developed in connection therewith.

 

All polices are subject to the theNetworker Website, online portal and any associated applications User Agreement. Any capitalized term undefined in this Policy shall have the meaning ascribed to it in the theNetworker Website, online portal and any associated applications User Agreement.