INDEPENDENT CONTRACTOR ENGAGEMENT AGREEMENT

January 17, 2024

INDEPENDENT CONTRACTOR ENGAGEMENT AGREEMENT

This INDEPENDENT CONTRACTOR AGREEMENT (“Agreement”) is made and entered
into as of [insert date], by and between GFC [insert the name of the company in full] (the
“Company”), whose address is at [insert GFC’s address], and UNDIVIDED EARTH who is
represented by XXX whose address and place of business located at Rua de
Miguel Bombarda n10 2M, Porto, Portugal (“Independent Contractor”).

RECITALS

WHEREAS, the Company is [insert a description of the Company (what it does)]; and
WHEREAS, the Contractor is a freelancer and an expert in producing videos; and
WHEREAS, the Company desires to engage the services of Contractor on a non-
exclusive, short-term while the Contractor is desirous to provide such services to the
company;

AGREEMENT

NOW, THEREFORE, for and in consideration of the premises and the mutual promises,
covenants and agreements hereinafter set forth, Company and Independent Contractor
agree as follows:
1. Engagement. The Company hereby engages the services of Independent Contractor, and
Independent Contractor agrees to provide, the following services to the company;
i. provide the Company with multiple animated videos, including sound designs and
voice overs that will shed light on the key concerns of the TNFD initiative as to the
specifications detailed in the Timeline and Activities in Annex 1 of this agreement
ii. [insert additional services]
The deliverables under this agreement are as follows;
i. Animation Concept (Ideation + Storyboard + 3 Iterations)
ii. Three Animation Videos with Synced Subtitle
iii. Voice overs, English from Continental Africa, Spanish from Latin America and French
from Tunisia + Voice Overs and a mastered and Mixed Tack
2. Term and Termination.
2.1 Term. The term of this Agreement shall be from 25 October 2022 through to 25 th
January 2023 (the “Term”), unless earlier 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 Term 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 15
days written notice to the other.

3. Fees and Expenses; Services.

3.1 Fees. During the Term, the Company shall pay Independent Contractor as follows:
3.1.1 For services performed during the Term, the Company will pay
Independent Contractor 10,950 Euros as per the following schedule and as
expounded in Annex 2 – Project Schedule:

Payment
Number

Amount Due Date Requirements

1 7200 Euro XXX Payment due by XXX after
signing of the Contract and at the onset of
the project

2 3750 Euro XXX Payment due by XXX upon
releasing everything on the list of
deliverables below.

3.2 Business Expenses. Company shall reimburse Independent Contractor for all
reasonable, out-of-pocket business expenses actually incurred by Independent
Contractor during the Term in performing the Services; provided, that:
i. any such expense is pre-approved by the Company
ii. Independent Contractor submits to Company appropriate supporting
documentation for all such expenses in accordance with Company’s policies and
procedures.

Any losses incurred by the independent contractor in the course of conducting business shall
be met by the independent contractor.

4. Additional Requirements for Services to Be Performed.
4.1 Reporting. Independent Contractor shall regularly report, but no less than weekly
during the Term, on the progress of completion of tasks, and the hours incurred
in performing such tasks. The company shall communicate due dates for the
deliverables to the contractor when the task is assigned.
4.2 Best Efforts. Independent Contractor agrees to use his best efforts in providing
services under the terms of this Agreement.
4.3 No Subcontracting. Independent Contractor 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. Independent Contractor Relationship.
5.1 No Employment Relationship. The Company and Independent Contractor each
expressly agree and understand that they are creating an independent contractor
relationship, and that Independent Contractor shall not be considered an employee of the
Company for any purpose. Independent Contractor is not entitled to receive or participate in
any medical, retirement, vacation, paid or unpaid leave, or other benefits provided by the
Company to its employees. Independent Contractor 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 Independent Contractor from performing services for other Company’s or
businesses; provided, however, that during the Term of this Agreement, Independent
Contractor shall not apply, bid, or contract for; or undertake any employment, independent
contractor work, or consulting work with, any competitor of Company. The determination of
which businesses constitute “competitors” of Company shall be solely within the exclusive
discretion of the Company.

6. Compliance with Applicable Laws. Independent Contractor, in his performance under this
Agreement, shall comply with all applicable federal, state, and local laws and regulations.
7. Confidentiality and Non-Disclosure.
7.1 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, customer names and
addresses, prospective customer lists, data concerning Company’s products and methods,
computer software, files and documents, and any other information of a similar nature
disclosed to Independent Contractor or otherwise made known to him as a consequence of
or through his relationship with the Company.
7.2 Confidential Information Belongs to Company. All notes, data reference materials,
memoranda, documentation and records in any way incorporating or reflecting any of the
Confidential Information shall belong exclusively to Company, and Independent Contractor
agrees to return the originals and all copies of such materials in his possession, custody or
control to the Company upon request or upon termination or expiration of the Term of this
Agreement.
7.3 Confidentiality Obligation. Independent Contractor 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.
7.4 Injunctive Relief in Event of Breach. Because of the unique nature of the
Confidential Information, the undersigned understands and agrees that Company will suffer
irreparable harm in the event that Independent Contractor fails to comply with any of his
obligations under this Section 7, and that monetary damages will be inadequate to
compensate Company for such breach. Accordingly, Independent Contractor agrees that
Company 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 7.

8. Representations and Warranties. Independent Contractor 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.
9. Miscellaneous.
9.1 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.

9.2 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 possible.
9.3 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.
9.4 Binding Effect. This Agreement shall be binding upon and inure to the benefit of
Company and to any of its successors. This Agreement is not assignable by Independent
Contractor, but shall be binding upon and, to the extent provided for in this Agreement, inure
to the benefit of Independent Contractor’s heirs, executors, administrators and legal
representatives.
9.5 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.

9.6 Governing Law. The validity and effect of this Agreement shall be governed by and
construed and enforced in accordance with the laws of Portugal without reference to
conflicts of laws principles.
IN WITNESS WHEREOF, the parties hereto have executed this Independent
Contractor Agreement as of the date first above written.
/s/_________________________
[insert name of Company]
[insert representative’s name]
[[date]
/s/_________________________
[insert name of Contractor]
[[date]

Annex 1 – Timelines and Activities
Phase 1 of the project is contingent on Phase 0’s completion by GFC. Delivery of
December 1 is only possible with the sign off of the main concepts by October 24.

Indicative Timeline Phase Description Requirements

XXX Phase 0 Project Payment
Authorized by GFC

Project Payment
Authorized by GFC

XXX Phase 0 Finalization of the
script for the project
by GFC +
Agreement on the
Look and Feel

Script ready in
English by GFC
and concept
approved

XXX  Phase 1 First iteration of

Video

First Iteration ready
by Undivided Earth

XXX Phase 1 Final iteration of

Video

Final Iteration ready
by Undivided Earth

XXX  Phase 1 Final Video + VO +
Mastered +
Subtitled

Final Video Sign off
by GFC

XXX  Phase 2 Final translations
available by GFC

Final translation
delivery from GFC
to Undivided Earth

XXX Phase 2 Final Video in all
languages

Final Video in all
languages sign off
by GFC

Annex 2 – Project Budget

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