1.              Application

1.1.         These Cooperation Terms (the“Terms”) govern the collaboration between FuturPrise Tech Limited, {ADDRESS} (the“Company”) and any person entering into the Agreement for the provision ofservices (the “Agreement”). The Terms constitute an integral part of the Agreement.

1.2.         All persons entering into theAgreement with the Company (the “Contractors”) acknowledge that they have:

●                read and understand these terms;

●                agreed to all terms outlined here;and

●                understood that violating theseterms might lead to termination or legal consequences.

1.3.         Any reference to the “Parties”within these Terms shall apply to persons entering into the Agreement thatreferences these Terms (i.e., the Company and the Contractor).

1.4.         The Company reserves the right toupdate these Terms as needed. Any changes will be legally binding for you. Ifyou disagree with any updates, you can terminate the Agreement  and shall undertake all necessary actionsrequired in connection with such termination.

2.              Confidentiality

2.1.         “Confidential Information” meansall information disclosed by the Company to the Contractor, orally or inwriting, including but not limited to:

●                  this Agreement and its terms;

●                  details about Company's business,finances, customers, and plans;

●                  information you create or developwhile working for the Company under this Agreement; and

●                  any information designated asconfidential by the Company.

2.2.         You agree to keep thisConfidential Information secret and not share it with anyone else withoutwritten permission from the Company

2.3.         The restrictions in Section 2.2shall not apply to information that:

●                  is already publicly known throughno fault of the Contractor; or

●                  is required to be disclosed by lawor by a valid court order, provided the Contractor gives the Company promptwritten notice of such requirement and uses reasonable efforts to obtain aprotective order or other confidential treatment.

2.4.         You may share ConfidentialInformation with your employees or assistants who need it to complete your workfor the Company, provided they are bound by written confidentiality obligationsat least as restrictive as those contained herein. However, you shall remainfully responsible for any breach of confidentiality by its employees, agents,or contractors.

2.5.         When the Agreement ends or theCompany requests it, you must promptly return all confidential information inyour possession.

2.6.         The Contractor shall implement andmaintain commercially reasonable security measures to safeguard ConfidentialInformation from unauthorized access, use, or destruction.

3.              Non-Compete &Non-Solicitation

3.1.         For two years after yourengagement with the Company ends (“Non-Compete Period”), you may not:

●                  work for a competitor of theCompany's products or services in the areas where they operate. This alsoapplies if the Company terminates the Agreement without cause, however suchperiod is reduced to one year; and

●                  solicit the Company’s customers oremployees.

3.2.         You shall disclose to the Companyany investments or executive positions in our competitors.

4.              Intellectual PropertyRights

4.1.         “Intellectual Property (IP)”includes patents, copyrights, trademarks, trade secrets, and inventions.“Relevant IP” means IP created by the Contractor during their engagement withthe Company.

4.2.         All Relevant IP belongs to theCompany. The Contractor assigns all rights to the Relevant IP to the Company.

4.3.         With regard to the Relevant IP theContractor shall

●                  assist the Company in obtaining IPprotection (patents, trademarks, etc.);

●                  maintain confidentiality of theCompany’s IP for 2 years after termination; and

●                  deliver all documents andmaterials related to the Relevant IP to the Company.

4.4.         The Company has the exclusiveright to use, modify, distribute, and commercialize the Relevant IP worldwide.The Company may transfer these rights to third parties.

4.5.         Compensation for the Relevant IPis included in the Contractor’s fees.

5.              Anti-Bribery and Corruption

5.1.         The Contractor is strictlyprohibited from offering, promising, giving, authorizing, or accepting bribesin any form, directly or indirectly.

5.2.         Hospitality, entertainment, orgifts must be reasonable and not intended to influence business decisions.

5.3.         The Contractor shall report anysuspected or known acts of bribery or corruption to the Company.

6.              Restricted Locations

6.1.         The Contractors from certaincountries/territories cannot provide services to FuturPrise Tech Limited. This includesCrimea/Sevastopol and other occupied territories of Ukraine, Russia, Belarus,Cuba, Iran, Sudan, North Korea, Myanmar, Syria, and other territories underinternational sanctions imposed by the USA, EU, or UN..

7.              Anti-Money Laundering andTerrorist Financing (AML/CFT) Measures

7.1.         The Contractor is committed topreventing money laundering and terrorist financing, in particular by:

●                  collecting and verifying essentialinformation about counterparties, including legal entities and soleproprietors;

●                  conducting background checksthrough government registries and sanctions lists to identify and avoidbusiness relationships with entities on the FATF blacklist (DPRK, Iran,Myanmar), sanctioned individuals or organizations, entities involved inhigh-risk activities (pornography, trafficking, weapons trade, etc.) andentities providing forged documents or with negative information suggestingcriminal activity.

8.              Personal Data Processing

8.1.         The Contractor grants explicitconsent for the Company to process its personal data in accordance withapplicable data protection laws and regulations.

8.2.         The Company processes personaldata of the Contractor for various purposes and relies on contractualperformance, legal compliance and legitimate interests.

8.3.         The Company may transfer theContractor’s data to third-party processors and other countries solely for theaforementioned purposes. These transfers will comply with applicable dataprotection laws, including ensuring adequate data security measures.

8.4.         The Contractor retains variousrights regarding personal data, including access, correction of inaccurate orincomplete data, deletion under certain circumstances, restricting or objectingto the processing based on legitimate grounds, data portability, withdrawal ofconsent, and the right to submit a complaint.

9.              Responsibility for Breach

9.1.         The breaching party willcompensate the other party for damages and legal costs incurred due to thebreach.

10.              Termination and Survival

10.1.         The Agreement is indefinite butmay be terminated upon notice. Certain clauses (Confidentiality, Non-Compete& Non-Solicitation, IP) survive termination.

11.              Contractor Compliance

11.1.         The Contractor must obtainnecessary permits, pay taxes, and comply with applicable laws.

12.              Rights and Remedies

12.1.         The remedies provided in theAgreement are additional to, not exclusive of, legal rights and remedies.

13.              Severability

13.1.         If any provision is found to beunenforceable, the remaining provisions will still be valid. The Parties willattempt to amend the unenforceable provision in good faith.

14.              Assignment

14.1.         The Company may assign its rightsunder the Agreement with the prior written notification of the Contractor.

15.              Governing Law and DisputeResolution

15.1.         This Agreement shall be governedby and construed in accordance with the laws of England and Wales,without regard to its conflict of laws provisions. Any disagreements you haveabout this Agreement, including their validity, interpretation, or enforcement,will be resolved by the London Court of International Arbitration.