INDEPENDENT CONTRACTOR NON-CIRCUMVENTION & CONFIDENTIALITY AGREEMENT

"Client" or "Clients" means any individual, company, organization, or entity to which the Company provides or has provided managed virtual assistant services, or with which the Contractor has had any contact, interaction, or engagement through the Company, whether during the term of this Agreement or at any time during the twenty-four (24) months preceding the Effective Date. "Confidential Information" means any and all non-public information disclosed by the Company or any Client to the Contractor, whether orally, in writing, or electronically, including but not limited to: client identities, contact information, and business details; client processes, workflows, and standard operating procedures; client data, passwords, credentials, and system access; Company business strategies, pricing, fee structures, and commission rates; Company training materials, methodologies, and proprietary processes; Company employee and contractor information; financial data, revenue figures, and projections; marketing strategies and client acquisition methods; and any other information marked or reasonably understood to be confidential. "Company Materials" means any training materials, standard operating procedures, templates, frameworks, tools, software, intellectual property, or other proprietary materials provided to the Contractor by the Company. "Services" means the virtual assistant services provided by the Contractor on behalf of the Company to Company's Clients, as assigned by the Company from time to time. "Restricted Period" means the term of this Agreement plus twenty-four (24) months following the termination or expiration of this Agreement for any reason. "Work Product" means all documents, files, materials, deliverables, reports, data, and other tangible or intangible work created by the Contractor in the course of performing Services for any Client through the Company. "Third-Party AI Tools" means any artificial intelligence, machine learning, or large language model platform, service, or application not expressly approved by the Company in writing, including but not limited to ChatGPT, Google Gemini, Microsoft Copilot, Claude, Perplexity, and similar services. "Personal Data" means any information relating to an identified or identifiable natural person, including but not limited to names, email addresses, identification numbers, location data, online identifiers, or factors specific to the physical, physiological, genetic, mental, economic, cultural, or social identity of that person.

2.1 StatusThe Contractor is an independent contractor of the Company and not an employee, partner, agent, or joint venturer. Nothing in this Agreement shall be construed to create an employer-employee relationship. The Contractor shall not be entitled to any employee benefits, including but not limited to health insurance, vacation pay, retirement benefits, or workers' compensation.2.2 Tax ObligationsThe Contractor is solely responsible for all tax obligations arising from compensation received under this Agreement, including income taxes, self-employment taxes, and any applicable local, provincial, or national taxes in the Contractor's jurisdiction of residence. The Company shall not withhold any taxes on behalf of the Contractor and shall not issue IRS Form W-2 to the Contractor.2.3 Method of Service DeliveryThe Contractor shall perform Services using their own equipment, internet connection, and workspace, unless otherwise provided by the Company. The Company may provide access to specific tools, software, and systems required for Client engagements, but such provision does not create an employment relationship.2.4 Control and IndependenceThe Contractor retains full control over the manner and means by which Services are performed, subject only to the results required by the Company and applicable Client requirements. The Contractor may provide services to other clients, provided such engagements do not conflict with this Agreement or create a conflict of interest. The Company does not control the Contractor's work schedule, except as necessary to meet Client requirements specified in applicable Statements of Work.

3.1 Non-Circumvention CovenantThe Contractor acknowledges that the Company has invested significant time, money, and resources in developing its client relationships, and that these relationships are among the Company's most valuable assets. Accordingly, during the Restricted Period (the term of this Agreement plus twenty-four (24) months following termination), the Contractor agrees that the Contractor shall not, directly or indirectly:

• (a) Contact, solicit, engage, or communicate with any Client for the purpose of providing services that are the same as, similar to, or competitive with the Services provided by the Company;
• (b) Accept employment, contractor status, freelance work, or any form of compensated engagement from any Client, whether offered by the Client or sought by the Contractor;
• (c) Enter into any business arrangement, partnership, or agreement with any Client that bypasses, circumvents, or excludes the Company;
• (d) Refer any Client to a third-party service provider, staffing agency, freelance marketplace, or individual for the purpose of providing services that compete with or substitute for the Company's Services;
• (e) Encourage, assist, or facilitate any other Company contractor in circumventing this Agreement or the Company's client relationships;
• (f) Use any information obtained through the Company's introductions or client assignments to establish an independent business relationship with any Client; or
• (g) Respond to, accept, or act upon any offer, invitation, or request from a Client to work directly for or with them, whether during or after the term of this Agreement, without the Company's prior written consent.

3.2 Duty to Disclose Client SolicitationIf at any time a Client contacts the Contractor directly and offers, suggests, or implies that the Contractor should work for the Client outside of the Company's framework, the Contractor must immediately notify the Company in writing (email to support@xecutely.com or the Contractor's assigned Company contact) within twenty-four (24) hours of such contact. Failure to report a solicitation attempt shall be treated as a material breach of this Agreement.3.3 Non-Solicitation of Company PersonnelDuring the Restricted Period, the Contractor shall not, directly or indirectly, solicit, recruit, encourage, or induce any other contractor, employee, or service provider of the Company to leave the Company, reduce their engagement with the Company, or enter into a competing business arrangement.3.4 Scope of "Indirectly"For the avoidance of doubt, the term "indirectly" as used in this Section 3 includes, without limitation, acting through a spouse, family member, friend, business associate, corporation, limited liability company, trust, or any other person or entity for the purpose of circumventing the Contractor's obligations under this Agreement.3.5 Permitted EngagementNotwithstanding the foregoing, the Contractor may engage with a Client directly only if the Company provides prior written consent. Such consent may be conditioned upon the payment of a Talent Acquisition Fee by the Client to the Company, as set forth in the Company's Master Services Agreement with such Client. The Contractor acknowledges that any direct engagement without such written consent constitutes a breach of this Agreement regardless of which party initiated the contact.

4.1 Acknowledgment of HarmThe Contractor acknowledges and agrees that a breach of the non-circumvention and non-solicitation covenants set forth in Section 3 would cause the Company substantial and irreparable financial harm, including but not limited to: loss of the client relationship and its associated recurring revenue; loss of the Company's investment in the Contractor's recruitment, training, certification, and professional development; damage to the Company's reputation, market position, and goodwill; the cost of acquiring a replacement client and contractor; and administrative and legal expenses. The Contractor further acknowledges that such damages would be difficult or impossible to calculate with precision at the time of breach.4.2 Damages Calculation BasisThe parties acknowledge and agree that the liquidated damages amount set forth in Section 4.3 was calculated based on the following documented categories of loss that the Company would suffer upon a breach of Section 3:

• (a) Recruitment and Training Investment: The Company invests approximately $2,000 to $4,000 per contractor in sourcing, screening, interviewing, background verification, initial training, certification programs, and ongoing professional development. This investment is lost when a contractor circumvents the Company's client relationships.
• (b) Client Lifetime Value: The Company's average client engagement generates recurring monthly revenue over a typical engagement period of twelve (12) to twenty-four (24) months. Based on the Company's historical data, the average client lifetime value ranges from $15,000 to $50,000 per client relationship, depending on engagement scope and duration.
• (c) Lost Revenue and Margin: When a contractor circumvents the Company to work directly with a Client, the Company loses not only the immediate service fees but also all future revenue from that client relationship, including potential expansion of services and referrals.
• (d) Replacement Costs: The cost to acquire a new client to replace a circumvented relationship, including marketing, sales, onboarding, and relationship development, typically ranges from $3,000 to $8,000.
• (e) Reputational Harm: Circumvention damages the Company's reputation with clients, undermines trust in the Company's service model, and may discourage future client engagements.

The Contractor acknowledges having reviewed and understood these calculations and agrees that the liquidated damages amount represents a reasonable pre-estimate of the Company's actual expected losses.4.3 Liquidated Damages AmountAccordingly, in the event the Contractor breaches any provision of Section 3 of this Agreement, the Contractor agrees to pay the Company liquidated damages in the amount of Twenty-Five Thousand U.S. Dollars ($25,000.00 USD) per occurrence. For the purposes of this provision:

• (a) Each separate Client engagement that results from, or is connected to, a breach shall constitute a separate occurrence.
• (b) A single breach that involves multiple Clients shall constitute multiple occurrences, each subject to the full liquidated damages amount.
• (c) A breach that continues over time (e.g., ongoing work for a Client in violation of this Agreement) shall constitute a single occurrence, but the Company reserves the right to seek additional actual damages for the continuing breach.

The parties agree that this amount represents a reasonable pre-estimate of the Company's likely damages in the event of a breach and is not intended as a penalty. The Contractor has had the opportunity to review this provision, has been advised to seek independent legal counsel, and agrees that the amount is fair, reasonable, and proportionate to the harm the Company would suffer. The Contractor expressly waives any right to contest the reasonableness of this liquidated damages amount in any legal proceeding.4.4 Attorneys' Fees & CostsIn addition to the liquidated damages described above, the breaching Contractor shall reimburse the Company for all reasonable attorneys' fees, court costs, investigation expenses, travel costs, and any other costs and expenses incurred by the Company in investigating, prosecuting, or enforcing its rights under this Agreement.4.5 Injunctive ReliefThe Contractor acknowledges that monetary damages alone may not be sufficient to compensate the Company for a breach of Section 3 or Section 5 of this Agreement. The Contractor therefore agrees that the Company shall be entitled to seek temporary, preliminary, and permanent injunctive relief from any court of competent jurisdiction, without the necessity of proving actual damages or posting any bond or security, in addition to any other remedies available at law or in equity.4.6 Cumulative RemediesThe remedies set forth in this Section 4 are cumulative and are in addition to, not in lieu of, any other rights or remedies available to the Company under this Agreement, at law, or in equity. The Company's election to pursue one remedy shall not constitute a waiver of any other available remedy.4.7 Set-Off RightIn the event of a breach or reasonably suspected breach of Section 3 or Section 5, the Company reserves the right to withhold and set off any unpaid compensation owed to the Contractor against the liquidated damages and costs owed to the Company, to the maximum extent permitted by applicable law. The Company shall provide the Contractor with written notice specifying the basis for the set-off.4.8 Survival of ObligationsThe Contractor's obligation to pay liquidated damages and the Company's right to seek injunctive relief under this Section 4 shall survive the termination or expiration of this Agreement and shall remain enforceable for the duration of the Restricted Period and thereafter to the extent necessary to remedy any breach that occurred during the Restricted Period.

5.1 Confidentiality ObligationsThe Contractor agrees to hold all Confidential Information in strict confidence and shall not, during the term of this Agreement or at any time thereafter, directly or indirectly:

• (a) Disclose, publish, communicate, or make available any Confidential Information to any third party without the Company's prior written consent;
• (b) Use any Confidential Information for any purpose other than the performance of Services for the Company's Clients as directed by the Company;
• (c) Copy, reproduce, summarize, screenshot, store on personal devices, or remove from authorized systems any Confidential Information, except as strictly necessary to perform assigned Services;
• (d) Retain any Confidential Information, Client data, credentials, or Company Materials after the termination of this Agreement or any individual Client assignment.

5.2 Client Data & Credentials SecurityThe Contractor acknowledges that in the course of performing Services, the Contractor may be granted access to Client systems, accounts, tools and data, including login credentials. The Contractor agrees to:

• (a) Access Client systems only as authorized by the Company and only for the purpose of performing assigned tasks;
• (b) Never share, screenshot, copy, export, or otherwise retain Client login credentials, passwords, API keys, or access tokens outside of the Company-approved password manager;
• (c) Enable and maintain Two-Factor Authentication (2FA) on all Client and Company systems to which the Contractor is granted access;
• (d) Use the Company-designated password manager (e.g., Bitwarden, LastPass) as the sole method for storing and accessing Client credentials—credentials must never be stored in plain text, notebooks, messaging apps, or personal password managers;
• (e) Never access Client systems from public or unsecured Wi-Fi networks without using a VPN or equivalent security measure approved by the Company;
• (f) Immediately report any suspected or actual security breach, unauthorized access, or data incident to the Company within two (2) hours of discovery; and
• (g) Upon termination of any Client assignment or this Agreement, immediately surrender all access to Client systems and permanently delete any locally stored Client data within twenty-four (24) hours, confirming deletion in writing.

5.3 Company Materials & Training ContentAll Company Materials provided to the Contractor, including training content, SOPs, templates, automation frameworks, and proprietary methodologies, are and shall remain the exclusive property of the Company. The Contractor shall not reproduce, distribute, share, sell, sublicense, or create derivative works based on any Company Materials, or use Company Materials for any purpose outside of performing Services under this Agreement. All Company Materials shall be returned or destroyed upon termination.5.4 Prohibition on Third-Party AI ToolsThe Contractor acknowledges the significant data security and confidentiality risks associated with third-party artificial intelligence platforms. Accordingly, the Contractor agrees to the following restrictions:

• (a) Absolute Prohibition: The Contractor shall not input, upload, paste, type, or otherwise submit any Confidential Information, Client data, Personal Data, or Company Materials into any Third-Party AI Tool, including but not limited to ChatGPT (OpenAI), Google Gemini, Microsoft Copilot, Claude (Anthropic), Perplexity, Midjourney, or any similar artificial intelligence, machine learning, or large language model service.
• (b) Scope of Prohibition: This prohibition applies regardless of the purpose, including but not limited to: drafting communications, summarizing documents, generating content, proofreading, translating, coding, data analysis, image generation, or any other task. The prohibition applies whether the Contractor uses free or paid versions of such tools, and whether accessed via web browser, mobile application, API, or integration.
• (c) Data Retention Risk Acknowledgment: The Contractor acknowledges and understands that Third-Party AI Tools may retain, store, log, or use submitted data for training purposes, and that once data is submitted to such platforms, the Company and its Clients lose control over that data. This creates unacceptable security, privacy, and legal risks.
• (d) Approved Tools Only: The Contractor shall only use AI-powered tools that have been expressly approved in writing by the Company. The Company maintains a list of approved tools, which may be updated from time to time. Use of any tool not on the approved list is prohibited.
• (e) Reporting Requirement: If the Contractor inadvertently submits any Confidential Information or Client data to a Third-Party AI Tool, the Contractor must immediately notify the Company in writing within two (2) hours, providing details of what data was submitted, to which platform, and when.
• (f) Consequences of Violation: Any violation of this Section 5.4 shall be deemed a material breach of this Agreement, entitling the Company to immediately terminate this Agreement and pursue all available remedies, including but not limited to liquidated damages under Section 4.3 and injunctive relief under Section 4.5.

5.5 International Data Protection ComplianceThe Contractor acknowledges that the Company's Clients may include individuals and entities located in the European Union, European Economic Area, United Kingdom, and other jurisdictions with data protection laws. The Contractor agrees to the following:

• (a) Data Processing Acknowledgment: The Contractor acknowledges that when processing Personal Data on behalf of Company's Clients, the Contractor acts as a sub-processor under the Company, which acts as a processor on behalf of Client data controllers. The Contractor shall only process Personal Data in accordance with the Company's documented instructions.
• (b) GDPR Compliance: When handling Personal Data of European Union or European Economic Area residents, the Contractor shall comply with all applicable requirements of the General Data Protection Regulation (EU) 2016/679 ("GDPR"), including but not limited to:
• (i) Processing Personal Data only on documented instructions from the Company;
• (ii) Ensuring that any persons authorized to process Personal Data have committed to confidentiality;
• (iii) Implementing appropriate technical and organizational security measures;
• (iv) Not engaging any sub-processor without prior written authorization from the Company;
• (v) Assisting the Company in responding to data subject requests, including access, rectification, erasure, and portability requests;
• (vi) Notifying the Company without undue delay (and in any event within 24 hours) upon becoming aware of any Personal Data breach;
• (vii) Deleting or returning all Personal Data at the end of the service engagement, unless applicable law requires retention; and
• (viii) Making available to the Company all information necessary to demonstrate compliance with these obligations.
• (c) Cross-Border Data Transfers: The Contractor acknowledges that the transfer of Personal Data from the European Union, European Economic Area, or United Kingdom to the Contractor's jurisdiction (including the Philippines) constitutes a cross-border data transfer subject to legal requirements. The Contractor agrees to execute any additional data processing agreements, standard contractual clauses, or other documentation reasonably required by the Company to ensure lawful data transfers.
• (d) UK Data Protection: For Personal Data of United Kingdom residents, the Contractor shall comply with the UK General Data Protection Regulation and the Data Protection Act 2018, applying the same standards as set forth above for GDPR compliance.
• (e) Other Jurisdictions: The Contractor shall comply with all applicable data protection and privacy laws in any jurisdiction where Client data originates, including but not limited to the California Consumer Privacy Act (CCPA), the Virginia Consumer Data Protection Act (VCDPA), and similar state, national, or regional privacy laws.
• (f) Data Localization: The Contractor shall not store, transfer, or process Personal Data in any jurisdiction other than the Contractor's primary place of residence without prior written approval from the Company.

5.6 Social Media & Online ConductThe Contractor shall not post, share, or disclose on any social media platform, forum, job board, or online community any information about: the identity of any Client; the nature of any Client engagement; the Company's internal operations, pricing, or business strategies; or any other Confidential Information. The Contractor shall not list any Client as a personal client or reference on any resume, portfolio, or online profile without the Company's prior written consent.5.7 ExceptionsThe confidentiality obligations in this Section 5 do not apply to information that: (a) is or becomes publicly available through no fault of the Contractor; (b) was known to the Contractor prior to disclosure, as evidenced by written records; (c) is independently developed by the Contractor without reference to Confidential Information; or (d) is required to be disclosed by law or valid court order, provided the Contractor gives the Company prompt written notice and cooperates with efforts to obtain a protective order.5.8 DurationThe Contractor's obligations under this Section 5 shall survive the termination or expiration of this Agreement indefinitely with respect to trade secrets, for a period of five (5) years with respect to all other Confidential Information, and for as long as required by applicable data protection laws with respect to Personal Data.

6.1 OwnershipAll Work Product created by the Contractor in the course of performing Services under this Agreement shall be the exclusive property of the Company (or the applicable Client, as directed by the Company). The Contractor hereby irrevocably assigns to the Company all right, title, and interest in and to such Work Product, including all intellectual property rights therein.6.2 No Rights RetainedThe Contractor retains no ownership interest, license, or usage rights in any Work Product, Client data, or Company Materials, except the limited right to access such materials during the term of this Agreement as necessary to perform assigned Services.6.3 Moral Rights WaiverTo the extent permitted by applicable law, the Contractor waives any moral rights, rights of attribution, or rights of integrity in any Work Product created under this Agreement.

7.1 RateCompensation for Services shall be as agreed between the Company and the Contractor and communicated to the Contractor in writing (including via electronic onboarding or assignment systems). Payment is contingent upon the Contractor's submission of accurate time logs through the Company-approved time tracking system. The Contractor shall not be entitled to bonuses, commissions, equity, profit-sharing, or any additional compensation beyond the agreed rate unless separately agreed in writing.7.2 ExpensesThe Contractor is responsible for all expenses incurred in performing Services, including equipment, internet access, electricity, and workspace costs, unless the Company agrees in advance and in writing to reimburse a specific expense.

8.1 TermThis Agreement shall be effective as of the Effective Date and shall remain in force until terminated by either party in accordance with this Section 8.8.2 Termination by Either PartyEither party may terminate this Agreement at any time by providing fourteen (14) days' written notice to the other party. The Company may, at its sole discretion, waive the notice period and terminate the Agreement immediately.8.3 Immediate Termination by the CompanyThe Company may terminate this Agreement immediately, without notice, if the Contractor:

• (a) Breaches any provision of Section 3 (Non-Circumvention) or Section 5 (Confidentiality);
• (b) Inputs any Confidential Information or Client data into a Third-Party AI Tool in violation of Section 5.4;
• (c) Misuses, damages, or compromises any Client data, system, or credential;
• (d) Engages in fraud, dishonesty, or material misrepresentation;
• (e) Fails to perform assigned Services to the Company's quality standards after receiving written notice and a reasonable opportunity to cure;
• (f) Engages in conduct that harms or could reasonably harm the Company's reputation or client relationships; or
• (g) Violates any applicable law or regulation in the performance of Services.

8.4 Effects of TerminationUpon termination or expiration of this Agreement for any reason:

• (a) The Contractor shall immediately cease all work on behalf of the Company and its Clients.
• (b) The Contractor shall return or permanently delete all Confidential Information, Client data, Company Materials, credentials, and Work Product in the Contractor's possession within twenty-four (24) hours.
• (c) The Contractor shall confirm in writing (email) that all such information has been returned or destroyed.
• (d) The Company shall pay the Contractor for all Services properly performed through the date of termination, subject to the set-off rights in Section 4.7.
• (e) The obligations set forth in Sections 3, 4, 5, 6, and 10 shall survive termination and remain in full force and effect.

9.1 Contractor Represents and WarrantsThe Contractor represents and warrants that:

• (a) The Contractor has the legal right and capacity to enter into this Agreement and to perform the obligations set forth herein.
• (b) The Contractor is not party to any other agreement that would prevent or restrict the Contractor's ability to comply fully with this Agreement.
• (c) All information provided by the Contractor to the Company, including personal identification, qualifications, and work history, is true, accurate, and complete.
• (d) The Contractor possesses the skills, qualifications, and experience necessary to perform the Services.
• (e) The Contractor shall comply with all applicable laws, regulations, and professional standards in the performance of Services.
• (f) The Contractor has read this Agreement in its entirety, understands the non-circumvention provisions, liquidated damages clause, confidentiality restrictions, and AI tools prohibition, and enters into this Agreement voluntarily.
• (g) The Contractor has been advised to seek independent legal counsel before signing this Agreement and has had adequate opportunity to do so.

9.2 Company Represents and WarrantsThe Company represents that it has the authority to enter into this Agreement and that it shall compensate the Contractor in accordance with Section 7 for Services properly performed.

10.1 Governing Law & JurisdictionThis Agreement shall be governed by and construed in accordance with the laws of the State of New York, United States of America, without regard to its conflict of laws principles. The Contractor irrevocably consents to the exclusive jurisdiction of the state and federal courts located in New York County, New York, for any action or proceeding arising out of or related to this Agreement, and waives any objection to such venue on the grounds of inconvenient forum or lack of personal jurisdiction.10.2 Entire AgreementThis Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations, and understandings, whether oral or written.10.3 AmendmentsNo amendment, modification, or waiver of any provision of this Agreement shall be binding unless made in writing and signed by both parties, except that the Company may update its list of approved AI tools, security requirements, and operational policies from time to time by providing the Contractor with written notice.10.4 SeverabilityIf any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect. The invalid provision shall be reformed to the minimum extent necessary to make it valid and enforceable, consistent with the original intent of the parties.10.5 WaiverThe failure of either party to enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. Any waiver must be in writing and signed by the waiving party.10.6 AssignmentThe Contractor may not assign this Agreement or any rights or obligations hereunder without the prior written consent of the Company. The Company may freely assign this Agreement to an affiliate, successor, or acquiring entity without the Contractor's consent.10.7 NoticesAll notices under this Agreement shall be in writing and delivered by email with confirmation of receipt:

• To the Company: Xecutely LLC, Email: support@xecutely.com
• To the Contractor: At the email address provided during electronic registration.

10.8 Electronic SignaturesThis Agreement may be executed by electronic signature (e.g., electronic acknowledgment during onboarding, DocuSign, or similar platform), which shall be deemed an original and shall have the same legal force and effect as an original ink signature. The parties agree that electronic signatures shall be binding and enforceable.10.9 LanguageThis Agreement has been drafted in the English language. In the event of any translation, the English-language version shall control.