Engagement agreement

Expert

About Arbolus

At Arbolus, our mission is to make human knowledge digital. Our online platform(Arbolus Platform) is a critical part of our efforts and this agreement outline show you take part in that mission.

How things will work:

Through the Arbolus Platform, you (the Expert) will be able to engage directly withone or more of our clients (a Client or the Clients, which sometimes may include any third party appointed by a Client to engage with you on its behalf) and shareyour specialist knowledge through consultations (the Consultations). The Consultations will take place in the form of direct consulting video or audio calls(the Calls) or via our video tool Canopy.

After submitting your application, you agree that we can share with our Client(s)your profile and any other relevant information we hold about you. By registering with us and submitting your application, you also agree that, throughout your engagement with us and the Client(s), you will observe and comply with the applicable requirements in the Code of Conduct, the Platform Agreement and the Privacy & Cookie Policy.

We shall contact you as soon as a Client has reviewed your application. If you are accepted, you can start engaging with a Client through the Arbolus Platform to provide the Consultation(s). Unless explicitly agreed otherwise by a Client, you and us, you must not engage with our Client(s) outside the Arbolus Platform. You agree that any such unapproved engagements in breach of this agreement willnot be covered by the terms of this agreement, nor shall we compensate you for them.

You understand that during our and our Clients’ engagement with you, you will be acting in your personal capacity, as an independent contractor, and not as an employee or representative of Arbolus or any other party.

Compliance Representations

General

Our Clients may have specific compliance requirements when engaging with you. Those can vary depending on the nature of the project and can be supplemental to those specified here, in the Code of Conduct, or as required by the applicable laws and regulations. We will advise you when additional compliance requirements are in place before you start the Consultations(s). Generally, however, you should observe and, by registering with us and submitting your application, you agree to the following:

• You will not provide to a Client, and you understand that a Client does not want to receive any confidential information (including material nonpublic information (MNPI)) about any company. You will seek guidance if you are unsure whether certain information is confidential or MNPI.

• In providing the Consultation(s), you will not breach any duty of confidentiality or trust that you owe to any third parties, including your current and former employers. For the avoidance of doubt, you are aware of your obligations under your employment agreement and/or your employer's code of ethics or other code of conduct, and (1) you will comply with all such obligations, and (2) your participation in the Consultation(s) will not cause you to be in breach of any such obligations.

• To your knowledge, no one else has breached any duty of confidentiality or trust in providing any information to you that you will discuss or disclose int he course of providing the Consultation(s), and you agree that you will not transmit information to a Client if you believe that someone breached a duty of confidence by disclosing that information to you.

• You are not employed by any of the companies that you will discuss in connection with the Consultation(s).

• You did not pay anyone employed by or affiliated with any of the companies that will be discussed in connection with the Services in order to get information about that company. You are not a current stakeholder nor do you have a financial interest in any of the companies that you will discuss in connection with the Services.

People's Republic of China

If you are a Chinese citizen and/or reside in the People’s Republic of China, you must not discuss with Arbolus or our Clients the following:

• information relating to China’s national security and interests;

• non-public statistical data related to the Chinese economy or market; or

• other important data related to the Chinese economy or market.

You agree that you must comply with your duties and obligations under relevant laws. This includes, but is not limited to, the Guarding State Secrets Law of the People’s Republic of China 1988 and the National Security Law of the People’s Republic of China 2023).

You shall immediately notify us if you are unable or unwilling to comply with above representations and you understand we or the Client(s) may not be able to engage you as a result.

If, following a Consultation, it transpires that you have not adhered to the above representations or any other requirements set out in this agreement or the Code of Conduct, we reserve the right to terminate this agreement and take any such other appropriate action as may be necessary or required of us in the circumstances.

Payments

We will remunerate you at the mutually agreed-upon rate for each completed Consultation. In respect of the Calls, the final remuneration shall be prorated according to the duration of time spent with the Client during the Consultation.The payment shall take place within seven (7) days following the Consultation unless we mutually agree otherwise.

Only client approved Consultation(s) are chargeable and result in payments to the Expert. The Expert shall not receive any compensation for any waiting time or time spent for Expert’s preparation for a Consultation.

Arbolus shall issue self-billed invoices for services provided by you until 12 months from the date of this agreement, which invoices will show your name, address and (if applicable) VAT registration number, together with all the other details that constitute a full VAT invoice. We may make a new self-billing agreement in the event that our VAT registration number changes and to inform you if the issue of self-billed invoices will be outsourced to a third party.

You agree to accept invoices raised by us on your behalf until 12 months from the date of this agreement and not to raise invoices for services provided in respect of this agreement. You further agree to notify us immediately if you change your VAT number, cease to be VAT registered or sell all or part of your business, as applicable.

Arbolus reserves the right not to pay fees for the following reasons:

• arranging the Consultation(s) directly with a Client without our approval; and/or

• failure to adhere to and comply with the terms of this agreement, the Code of Conduct, or the Platform Agreement, as applicable.

Confidentiality

Confidential information disclosed to Expert by Arbolus or Client

You agree that you will keep confidential and not disclose to any third party, including on social media, or use for any unlawful purpose any information disclosed to you before, during or after the Consultation. This includes, but is not limited to, the identity of a Client, the subject matter of any Consultation or the questions asked before or during the Consultation(s), and the rates agreed by you with Arbolus in respect of any Consultation.

Confidential information already in Expert’s possession

Engagements facilitated by Arbolus are exclusively for the purpose of high-level, market commentary. Under no circumstances are the Clients interested in receiving confidential information or material non-public information (MNPI) from the Expert. You should decline to comment on anything you feel is outside of the public domain.

If you are uncertain whether certain information may be considered confidential or MNPI, you will not disclose that information and seek guidance from us before proceeding further. You can contact our compliance team at compliance@arbolus.com.

You have read and understood the content of the Platform Agreement which may contain additional confidentiality obligations that shall apply to any engagements between you and the Clients.

Data protection and privacy

You have read and agree to Arbolus Privacy and Cookie Policy.

Unless specifically agreed otherwise, you agree that we may provide your personal details (such as your name, surname and employment history) to our Clients for the purpose of arranging potential Consultations.

You consent that, for compliance and training purposes, the conversations between you and a Client or between you and Arbolus may be recorded. You shall be notified in advance if a recording is being made. You agree, to the extent permitted by applicable law, that such recordings may be submitted as evidencein any proceedings.

Intellectual Property

Intellectual Property means all patents, rights to inventions, utility models, copyright and related rights, trade marks, service marks, trade, business and domain names, rights in goodwill or to sue for passing off, rights in designs, rights in computer software, database rights, rights in information and any other intellectual property rights, whether registered or unregistered, and including all applications and renewals in any part of the world.

Arbolus Brand, Arbolus Platform and Arbolus Website

All Intellectual Property rights in respect of the Arbolus Platform or Arbolus Website belong to Arbolus and may not be reproduced or redistributed without our express written permission. You agree that you will not infringe such rights. You further agree that you will not use the names “Arbolus”, or any other trademark, symbol or logo of Arbolus without our prior written consent.

Recordings and Transcripts