January 13, 2024


This CONSULTANCY AGREEMENT (“Agreement”) is made and entered into as of [insert
date], by and between [INSERT NAME OF CLIENT] (the “Client”), with its principal place of
business located at [Insert address of your Client], and [INSERT NAME OF CONSULTANT]
(“Consultant”), whose address for the purposes of this agreement is at [insert address].
WHEREAS the Client is [insert the description of your Client]; and
WHEREAS the Consultant has expertise in deployment of 20-mW of Crypto-Mining, 1-phase
Liquid Immersion Cooling Deployment; and
WHEREAS the Client desires to engage the services of Consultant and the Consultant has
agreed to perform the services as provided in this agreement for the Client. The Parties have
agreed that the provision of content shall be made on the terms and conditions of this
NOW, THEREFORE, for and in consideration of the premises and the mutual promises,
covenants and agreements hereinafter set forth, Client and Consultant agree as follows:
1. Engagement. The Client hereby engages the services of Consultant to perform the
following services;
1.1 In December 2022
1.1.1 Working together with Client Opportunity, Consultant will assist with
Engineering & Equipment Selections required for the deployment of 20-mW of
Crypto-Mining, 1-phase Liquid Immersion Cooling Deployment for a site in
Yguazu, Alto Parana, Paraguay, South America. This will include but not be
limited to:
a. Working with the local Utilities for the initial deployment for the electrical
service to the Liquid Immersion Cooling Miners.
b. Working with the selected Miner “Antminer S19 models”, or any other Miner
Cond=sideration for this opportunity.
c. Consultant will also be working with a network of suppliers to verify pricing and
delivery time schedule so that everything can be delivered to the site by May
d. Provide an excel spread sheet with the actual quotes from the manufacturers
for the shipping to the site by March 2023 for May/June delivery.
1.2 January 2023 thru July 2023
1.2.1 Working together with Client Opportunity, we will assist with Engineering
& Equipment Selections required for the deployment of 20-mW of Crypto-
Mining, 1-phase Liquid Immersion Cooling Deployment for a site in
Yguazu, Alto Parana, Paraguay, South America. This will include but not
be limited to:
a. During this period, Consultant will be assisting with providing
insurance quotes for the Liquid Immersion Cooling Infrastructure and
assisting the local Engineering & Architectural Teams with the
engineering verification that we can properly provide adequate cooling
for the 20-40* C in immersion 40-45ºC to 60-65ºC temperature range
and temperature conditions with-in the immersion fluid, for the efficient
operation of the equipment.

b. Consultant will also provide bi-weekly check-up from the various
equipment manufacturers & fluid manufacturers to work with the local
building department for compliance with the IBC Building Codes and
Local requirements for the site distribution & deployment.
c. If required, Consultant will be available to take scheduled trips to the
site for local coordination with the on-site contractors to address any
issues and concerns.

2. Term and Termination.
2.1 Term. The term of this Agreement shall be commencing on January 2, 2023, and
shall be in existence unless terminated as provided herein, or unless extended by
mutual agreement expressed in writing signed by both parties prior to the expiration
of the Term.
2.2 Termination. Notwithstanding anything in this Agreement to the contrary:
2.2.1 The agreement may be terminated by either party at any time without
advance notice, upon a material breach by the other party of any of its or his
obligations hereunder; and
2.2.2 The Term may be terminated without cause by either party upon thirty
(30) days written notice to the other.
2.2.3 Refer to the scopes listed below in the agreement for specific milestones
associated with the contract, because of the rapid project deployment scope,
typical 30–90-day review periods are not possible with an anticipated July
2023 completion of the first 20-megawatt deployment in Paraguay, South

2.3 Effects of Termination. Consultant shall immediately deliver to the Client all
property in her possession or under her control and irretrievably delete any information
relating to the business of the Client stored on any magnetic or optical disk or memory
and all matter derived from such sources which is in her possession or under her control
outside the premises of the Client.
3. Fees and Expenses; Services.
3.1 Fees. During the Term, the Client shall pay Consultant as follows:
3.3.1 For services performed during the Term, the Client will pay Consultant a
monthly fee of between $450 to $600, within 15 days of the Consultant
submitting an invoice. The invoices submitted should give details of whether
the Consultant or any Substitute has worked during the month, the Services
provided and the amount of the fee payable (plus VAT, if applicable) for the
Services during that month.
3.3.2 Additional services may be requested, depending on volume.
3.2 Business Expenses. Client shall reimburse Consultant for all reasonable, out-of-
pocket business expenses actually incurred by Consultant during the Term in
performing the Services; provided, that
(i) any such expense is pre-approved by the Client
(ii) Consultant submits to Client appropriate supporting documentation for all
such expenses in accordance with Client’s policies and procedures.
Any losses incurred by the Consultant in the course of conducting business shall be
met by the Consultant.
4. Additional Requirements for Services to Be Performed.
4.1 Reporting. Consultant shall regularly report, but no less than daily during the Term,
on the progress of completion of tasks, and the hours incurred in performing such
tasks. The Client shall communicate due dates for the deliverables to the contractor
when the task is assigned.

4.2 Best Efforts. Consultant agrees to use his best efforts in providing services under
the terms of this Agreement.
4.3 No Subcontracting. Consultant is being engaged to perform personal services within
his asserted areas of professional expertise, and shall not delegate or subcontract
any portion of the services to be performed hereunder.
5. Consultant & Client Relationship.
5.1 No Employment Relationship. The Client and Consultant each expressly agree and
understand that they are creating an Independent Contractor relationship, and that
Consultant shall not be considered an employee of the Client for any purpose.
Consultant is not entitled to receive or participate in any medical, retirement,
vacation, paid or unpaid leave, or other benefits provided by the Client to its
employees. Consultant is exclusively responsible for all Social Security, self-
employment, and income taxes, disability insurance, workers’ compensation
insurance, any other statutory benefits otherwise required to be provided to
employees, and all fees and licenses, if any, required for the performance of the
services hereunder.
5.2 Non-exclusivity of Services Other Than to Competitors. This Agreement shall not
restrict Consultant from performing services for other clients or businesses;
provided, however, that during the Term of this Agreement, Consultant shall not
apply, bid, or contract for; or undertake any employment, Consultant work, or
consulting work with, any competitor of Client. The determination of which
businesses constitute “competitors” of Client shall be solely within the exclusive
discretion of the Client.
6. Work for Hire.
Consultant understands and agrees that (i) to the extent permitted by law, applicable
portions of the Work assigned to the Consultant shall be deemed a “work made for hire”, and
that Client shall be deemed the exclusive owner of all rights, title and interest in and to such
Work in any and all media, languages, territories and jurisdictions throughout the world, now
known or hereafter devised, including, but not limited to, any and all works of authorship,
copyrights and copyright registrations.
7. Conflicts of Interest and Ethical Conduct.
7.1 Performance of Services for Competitors. Consultant will notify the Client
immediately if, during the Term, he engages, or proposes to engage, in the
performance of services for any competitor of Client, or any vendor to or customer
of the Client. If Consultant performs services, whether as an employee or a
Consultant, for a competitor of Client during the Term of this Agreement, Client may
terminate this Agreement immediately and without further obligation. Additionally, to
avoid the appearance or existence of a conflict of interest, during the Term,
Consultant must fully disclose in advance to Client the terms of any proposed or
actual services for a vendor or customer of Client, and Client shall have the right in
its sole discretion to disapprove the transaction on conflict of interest grounds, or
alternatively to terminate this Agreement immediately and without further obligation
to Consultant.
7.2 Compliance with Applicable Laws. Consultant, in his performance under this
Agreement, shall comply with all applicable federal, state, and local laws and
7.3 Solicitation of Client Personnel. Consultant agrees to refrain from any solicitation or
recruitment (directly or indirectly) of any of Client’s employees during the term of this
Agreement and for a period after the expiration or termination of this Agreement
equal in duration to the duration of this Agreement. General solicitation, not directed
at Client’s employees, will not constitute a violation of this Section.
7.4 Conditions Imposed by Client’s Customers or Vendors. Client’s customers or
vendors may from time to time impose restrictions or conditions, including conditions
of confidentiality, on Client and personnel working with the Client. Consultant agrees
that such terms and conditions, of which he has been notified in writing, form an

integral part of this Agreement, and Consultant covenants and agrees to accept and
comply with such additional terms and conditions.
8. Confidentiality and Non-Disclosure.
8.1 Confidential Information Defined. As used herein, the term “Confidential Information”
shall mean and include, without limitation, any and all trade secrets, secret
processes, marketing data, marketing plans, marketing strategies, Client names and
addresses, prospective Client lists, data concerning Client’s products and methods,
computer software, files and documents, and any other information of a similar
nature disclosed to Consultant or otherwise made known to him as a consequence
of or through his relationship with the Client.
8.2 Confidential Information Belongs to Client. All notes, data reference materials,
memoranda, documentation and records in any way incorporating or reflecting any
of the Confidential Information shall belong exclusively to Client, and Consultant
agrees to return the originals and all copies of such materials in his possession,
custody or control to the Client upon request or upon termination or expiration of the
Term of this Agreement.
8.3 Confidentiality Obligation. Consultant agrees during the Term of this Agreement and
thereafter to hold in confidence and not to directly or indirectly reveal, report,
publish, disclose or transfer any of the Confidential Information to any other person
or entity, or utilize any of the Confidential Information for any purpose, except in the
course of services performed under this Agreement.
8.4 Injunctive Relief in Event of Breach. Because of the unique nature of the
Confidential Information, the undersigned understands and agrees that Client will
suffer irreparable harm in the event that Consultant fails to comply with any of his
obligations under this Section 8, and that monetary damages will be inadequate to
compensate Client for such breach. Accordingly, Consultant agrees that Client will,
in addition to any other remedies available to it at law or in equity, be entitled to
injunctive relief to enforce the terms of this Section 8.
9. Representations and Warranties.
Consultant hereby represents and warrants that, as of the date hereof and continuing
throughout the term of this Agreement, he is not and will not be in any way restricted or
prohibited, contractually or otherwise, from entering into this Agreement or performing the
services contemplated hereunder.
10. Dispute Resolution
All or any disputes arising out or touching upon or in relation to the terms and conditions of
this Agreement, including the interpretation and validity of the terms thereof and the
respective rights and obligations of the Parties, shall be settled amicably by mutual
discussion, failing which the same shall be settled through Mediation.
11. Miscellaneous.
11.1 Entire Agreement. This Agreement contains the entire agreement of the
parties with respect to the subject matter hereof and supersedes and replaces any
oral or written agreements heretofore entered into between the parties. This
Agreement cannot be modified, or any performance or condition waived, in whole or
in part, except by a writing signed by the party against whom enforcement of the
modification or waiver is sought. The waiver of any breach of any term or condition
of this Agreement shall not be deemed to constitute the waiver of any other breach
of the same or any other term or condition.
11.2 Interpretation, Severability and Reformation. Whenever possible, each provision of
this Agreement shall be interpreted in such a manner as to be valid and effective
under applicable law. If any provision of this Agreement shall be unlawful, void or for
any reason unenforceable, it shall be deemed separable from, and shall in no way
affect the validity or enforceability of, the remaining provisions of this Agreement,
and the rights and obligations of the parties shall be enforced to the fullest extent

11.3 Survival. To the extent consistent with this Agreement, all representations,
warranties and post-termination obligations contained in this Agreement shall
survive the expiration of the Term, or the termination, of this Agreement.
11.4 Binding Effect. This Agreement shall be binding upon and inure to the benefit of
Client and to any of its successors. This Agreement is not assignable by Consultant,
but shall be binding upon and, to the extent provided for in this Agreement, inure to
the benefit of Consultant’s heirs, executors, administrators and legal
11.5 Execution in Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original, but all of which shall
constitute one and the same instrument.
11.6 Governing Law. The validity and effect of this Agreement shall be governed by and
construed and enforced in accordance with the laws of United Kingdom without
reference to conflicts of laws principles.
IN WITNESS WHEREOF, the parties hereto have executed this Consultant Agreement as of
the date first above written.
[insert name of your Client]
[insert representative’s name]
Marc Garcia Guasch

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