MASTER SERVICES AGREEMENT

10/02/2023
This Master Services Agreement ("Agreement") is a legal agreement dated _____________, (the "Effective
Daphne Morrell
Date") between _____________________________________ ("Contractor") and Great VirtualWorks, Inc.
("GVW” and/or “Great VirtualWorks"). Collectively, GVW and Contractor shall be referred to as the "parties"
and individually as a "party".

A. GVW uses its proprietary technology and systems to operate a virtual call center.
B. Contractor desires to provide services as an independent business to GVW.
C. The parties desire to enter into this Agreement to reflect the terms and conditions of their relationship.
D. GVW is a US based corporation, existing and operating under US laws.

NOW THEREFORE, in consideration of the foregoing and the mutual promises and covenants set forth herein,
and other good and valuable considerations, the adequacy of which is hereby acknowledged, the parties agree as
follows:

1. DEFINITIONS
1.1 The term "Certified Specialist" or "CS" shall mean a Contractor who has been certified by GVW to provide
services to GVW from remote locations on various GVW client programs. Such certifications are typically
achieved by completing a Client Certification Course offered by GVW. A "Certified Specialist" may also be
referred to as a "GVW Certified Specialist", "Certified Specialist," "CS," or Contractor in the Agreement.

1.2 The term “Client” shall mean a third party client that receives customer care solutions through GVW
pursuant to the terms of an agreement between such client and GVW.

1.3 The term “GVW Technology” shall mean GVW’s call center scheduling and communication system,
GVW’s proprietary secure desktop technology, GVW’s virtual call center management system and any other
patented technology information or intellectual property that GVW might provide to Contractor from time to
time.

1.4 The term "Program" is defined in the Statement of Work - Program Specific Appendix, hereinafter referred
to as the "SOW."

1.5 The term “Service” shall mean the customer support, technical assistance or sale services or any
combination thereof that Contractor provides to GVW and its Clients under this Agreement or any SOW.

1.6 The term “SMS Notification System” shall mean an advance notification sent to a mobile number provided
by Contractor to GVW. The advance notification shall contain requests for immediate servicing needs for GVW’s
clients.

2. DESCRIPTION OF SERVICES
2.1 Contractor shall provide the Services described in the SOW. Contractor shall perform the Services in a
manner consistent with generally accepted industry standards and specifically in accordance with this Agreement
and the SOW. Contractor agrees that time is of the essence in the performance of the Services, and that it has
adequate resources to perform the Services as provided herein.

2.2 Contractor will at all times perform the Services hereunder in compliance with all applicable federal, state
and local laws of the United States, rules, regulations and ordinances including, but not limited to the following
laws: (a) the Telemarketing Consumer Fraud and Abuse Prevention Act of 1994, 15 USC §§6101-6108; (b) the
Federal Trade Commission's Telemarketing Sales Rule, 16 CFR Part 310 (2003); (c) the Telephone Consumer
Protection Act of 1991 (the "TCPA"), 47 USC §227, and the Federal Communications Commission rules
GVW Master Services Agreement / International (English) (Rev. 02162022) Page 1
implementing the TCPA (47 CFR §64.1200); (d) any and all obligations arising out of or relating to the federal
Do-Not-Call Registry as well as any state-maintained do-not-call registries; (e) the federal CAN-SPAM Act of
2003 and the FTC and FCC rules implementing the CAN-SPAM Act (including without limitation the FCC's
rules governing mobile service commercial messages); and (f) the federal Children's Online Privacy Protection
Act.

2.3 Contractor agrees that the Services provided under this Agreement may only be provided by a Certified
Specialist and that under no circumstances whatsoever shall any person who is not a Certified Specialist provide
any of the Services under this Agreement.

3. CERTIFIED SPECIALIST
3.1 The relationship between GVW and the Contractor and/or the Certified Specialist is that of an independent
contractor relationship and nothing herein shall be construed to create a partnership, joint venture, agency,
employer/employee, or similar relationship between the parties. The Contractor and/or the Certified Specialist
shall not be subject to the supervision or control of GVW, shall be free to select or not select shifts at their sole
discretion and shall be free to determine their own methods and procedures subject to the provisions of this
Agreement. Neither the Contractor nor the Certified Specialist shall have any right to the labor benefits established
for employees by GVW under an employer/employee relationship pursuant to any federal, state or local law or
regulation, nor the Republic of Panama Labor Code, as applicable. Neither party is granted any express or implied
right or obligation to assume or create any obligation or responsibility on behalf of or in the name of the other
party, or to bind the other party in any manner whatsoever. The employees, subcontractors or agents of the
Contractor are not employees of GVW or its clients and GVW does not exercise upon Contractor any supervision
or direction. Contractor is solely responsible to compensate and provide any benefits that may be required by any
federal or state law or regulation including the Republic of Panama Labor Code (including but not limited to
workers' compensation and unemployment insurance) to any employee, agent or subcontractor.

3.2 The Contractor shall have control over its activities with the right to exercise independent judgment as to
the manner and means of performing the Services under this Agreement. The Contractor and/or the Certified
Specialist expressly reserve the right to perform services for other companies and nothing contained in this
Agreement or any SOW is intended to limit or restrict that right in any manner whatsoever. The manner, method
and means employed by the Contractor and/or the Certified Specialist for performing the Services under this
Agreement shall be solely at their discretion and expense and under their control. The Contractor and/or the
Certified Specialists shall be responsible for all risks incurred in connection with their services.

3.3 The Contractor and/or the Certified Specialist shall be solely responsible for all of their tax returns and
tax payments required to be filed in accordance with the applicable tax code, with respect to the performance of
the Services and receipt of fees under this Agreement. Because the Contractor and/or the Certified Specialist is
an independent contractor, GVW shall not withhold or make payments for social security, make unemployment
insurance or disability insurance contributions, or obtain worker's compensation insurance on Contractor or
Certified Specialist's behalf, in the United States or Republic of Panama, as applicable.

3.4 GVW reserves the right to review and conduct background checks on any Certified Specialist at any time
during the Term of this Agreement. If a Certified Specialist fails a background check, the Certified Specialist will
be immediately suspended from providing Services under this Agreement and GVW may revoke certifications
and consider termination of the SOW and this Agreement.

3.5 Contractor acknowledges, agrees and consents to GVW or a Client using silent call monitoring systems,
recording equipment and other industry standards, such as customer surveys, for quality and risk control.
Contractor acknowledges, agrees and consents to GVW or a Client recording all calls that Contractor is engaged
in, inbound or outbound, while providing Services. GVW or a Client may record such calls without providing

GVW Master Services Agreement / International (English) (Rev. 02162022) Page 2

prior warning or notice to Contractor. Contractor acknowledges and agrees that the computer screens of
Contractor may be monitored and viewed in real time when providing Services.

4. CERTIFICATION REQUIREMENTS
4.1 Under this Agreement, the Contractor will take and pass GVW University and the applicable Client
Program Certification Course (collectively, the "Client Course") as and when required by GVW. As a general
condition for maintaining any certification, Contractor shall meet all of GVW's continuing certification
requirements related to client courses, to include the successful completion of any additional Client program
certification courses required for the purpose of updating knowledge related to any certification held by the
Contractor or any Certified Specialist.

4.2 The parties agree that Contractor's failure to possess and maintain one or more Client certifications in
good standing for the Contractor may result in the suspension or revocation of such certification.

5. SERVICE INTERVALS
5.1 GVW shall offer shift bids time for servicing projects in half hour intervals on its scheduling system or
via email ("Service Intervals"). Contractor shall, at its sole and absolute discretion, select and accept the specific
Service Intervals during which it will provide the Services ("Accepted Intervals"). Once Contractor selects the
Service Intervals, Contractor will be available to provide the Services during the Accepted Interval(s). GVW
reserves the right to remove, at its sole discretion, Accepted Intervals that become unnecessary due to a decrease
in call volume of Client or for any other reason.

6. SERVICE REQUIREMENTS
6.1 Contractor shall meet the Performance Service Requirements and the Service Level Requirements set
forth in the SOW while providing the Services (collectively, the "Requirements"). Contractor will develop,
manage and track its performance. The manner, methods and means employed by the Contractor for performing
the Services under this Agreement and the SOW shall be solely at the discretion and expense and under the control
of the Contractor.

6.2 Contractor's failure to meet one or more of the Requirements shall be deemed a breach of this Agreement.
In addition to other remedies provided in this Agreement, upon such failure, GVW may revoke or suspend the
applicable certifications held by Contractor or any of its employees.

6.3 In the event Contractor fails to meet any Requirement and Contractor can demonstrate to GVW's
reasonable satisfaction that such failure was directly caused by (i) GVW, or (ii) third parties (hired or contracted)
to provide system applications or system application services to or for GVW ((i) and (ii) collectively referred to
as a "GVW Provider") including without limitation acts or omissions of a GVW Provider, GVW will waive
Contractor's obligation to meet such Requirement under the SOW until such time as the failure directly caused
by a GVW Provider has been corrected.

6.4 GVW reserves the right to waive or modify the Requirements at any time upon reasonable prior written
notice to Contractor.

6.5 Contractor shall take all reasonably necessary steps to ensure that it and its employees are not involved in
fraudulent or other unprofessional business practices while providing the Services under this Agreement.
Unprofessional business practices shall include, but are not limited to, use of vulgar, offensive, or abusive
language; retaining, collecting, and/or using a customer's personal information for reasons other than the provision
of Services hereunder; making any statements that misrepresent or mislead the customer concerning the Client's
products, pricing or promotions or otherwise violate any applicable law, rule or regulation; system abuse; call
avoidance; and making disparaging remarks about the Client, its products, its customers or GVW.

GVW Master Services Agreement / International (English) (Rev. 02162022) Page 3

6.6 Contractor is required to provide a mobile number to OPT in to GVW’s SMS Notification System. GVW
shall periodically notify Contractor of immediate needs through its SMS Notification System. Upon termination
of this agreement, GVW will immediately remove Contractor from the SMS Notification System. If Contractor
experiences a hardship as a result of the SMS Notification System, Contractor may elect to be removed from the
system without penalty.

7. GVW SUPPORT SERVICES

7.1 GVW shall provide the following support services to Contractor:

(a) technical support relating to the Software;

(b) performance advisors as requested by the Contractor; and
(c) invoice support services (collectively the "GVW Support Services").

7.2 As part of the GVW Support Services, GVW shall provide Contractor with information concerning the
Contractor's status in meeting the Requirements.

7.3 GVW hereby grants to Contractor a personal, non-exclusive, non-transferable limited use license for its
use of the GVW Technology solely in connection with the use of the GVW support services and Contractor’s
provision of the Services pursuant to the terms and conditions of this Agreement. Contractor agrees that its
officers, agents, employees, contractors or others acting on its behalf or in concert with it, will not reverse
engineer, disassemble, de-compile, or otherwise attempt to derive the source code of the GVW Technology, nor
shall they sublicense, modify, network, rent, lease, loan, distribute or create derivative works based upon the
GVW Technology in whole or in part. Upon the termination of this Agreement, Contractor agrees to delete
completely from its computers or any others on which the GVW Technology was installed by Contractor and to
destroy any media on which the GVW Technology was delivered to Contractor. Except for this limited GVW
license, no other license or permission, or right, title or interest is granted under this Agreement to Contractor
under any copyright, trademark, patent or other intellectual property right in the materials or products, services,
processes or technology described therein. GVW, its affiliates or any third-party owner of such rights retain all
such ownership rights.

7.4 Contractor shall only use the GVW Support Services in connection with its provision of Services under
the terms and conditions of this Agreement, and the GVW Support Services shall not be used for any other
personal or commercial purpose. Contractor shall not use any equipment that is logged in to the systems of GVW,
or of any Client or third party service providers, for any purpose other than the provision of the Services required
by GVW hereunder or under the SOW.

7.5 NEITHER GVW NOR ANY OF ITS LICENSORS, EMPLOYEES, OR AGENTS WARRANT THAT
CONTRACTOR’S USE OF THE GVW SUPPORT SERVICES WILL BE UNINTERRUPTED OR ERROR
FREE; NOR DOES GVW OR ANY OF ITS LICENSORS, EMPLOYEES, OR AGENTS MAKE ANY
WARRANTY AS TO THE RESULTS TO BE OBTAINED FROM USE OF THE GVW SUPPORT SERVICES.
THE GVW SUPPORT SERVICES ARE PROVIDED ON AN "AS IS", "AS AVAILABLE" BASIS WITHOUT
WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO
WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A
PARTICULAR PURPOSE OR OTHERWISE, OTHER THAN THOSE WARRANTIES (IF ANY) WHICH
ARE INCAPABLE OF EXCLUSION, RESTRICTION, OR MODIFICATION UNDER THE LAWS
APPLICABLE TO THIS SERVICE AGREEMENT, ALL SUCH WARRANTIES BEING EXPRESSLY
DISCLAIMED. NEITHER GVW NOR ANY OF ITS LICENSORS, EMPLOYEES, OR AGENTS SHALL
HAVE ANY LIABILITY FOR INCIDENTAL, LOST REVENUE, LOST PROFITS OR OTHER
CONSEQUENTIAL, INDIRECT OR SPECIAL DAMAGES SUFFERED BY CONTRACTOR OR ANY
OTHER PARTY AS A RESULT OF CONTRACTOR’S USE, THE OPERATION OR MALFUNCTION OF
THE GVW SUPPORT SERVICES, REGARDLESS OF WHETHER OR NOT SUCH PARTIES HAVE BEEN
GVW Master Services Agreement / International (English) (Rev. 02162022) Page 4
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE CONTRACTOR AGREES THAT IT WILL
NOT IN ANY WAY HOLD GVW RESPONSIBLE FOR ANY SELECTION OR RETENTION OF, OR THE
ACTS OR OMISSIONS OF, THIRD PARTIES IN CONNECTION WITH THE GVW SUPPORT SERVICES
(INCLUDING THOSE WITH WHOM GVW MAY CONTRACT TO OPERATE VARIOUS COMPONENTS
OF THE SERVICE).

7.6 Contractor’s sole and exclusive remedy against GVW for any failure or non-performance of the GVW
Support Services (including any associated software or other materials supplied in connection therewith) shall be
for GVW to use commercially reasonable efforts to effectuate an adjustment or repair of the GVW Support
Services. In those instances where Contractor is providing Services under a SOW, in the event that such downtime
in any day occurs which results in Contractor’s loss of more than two hours of Accepted Intervals for that day,
Contractor shall receive payment from GVW in an amount equal to ten dollars per hour for each hour of Accepted
Shifts lost up to a maximum of thirty dollars.

7.7 Notwithstanding anything to the contrary herein, Contractor shall not be entitled to any payment for loss
of hours of service with respect to any hours selected to service subsequent to the start of any systems outage, or,
which hours fall within any GVW scheduled systems maintenance period.

8. SERVICE REVENUE
8.1 GVW utilizes third party payment service providers to disburse Service Revenue. Contractor must be
eligible with the selected third party payment service and open an account with the service provider to receive
Service Revenue. If Contractor is ineligible or at some point during the term of this Agreement becomes ineligible
to open an account with the selected service provider, this Agreement will immediately terminate.

8.2 Contractor shall invoice GVW and GVW shall disburse payment for Services via a third party payment
service provider every two (2) weeks (the "Invoice Periods") at the rate set forth in the SOW hereto (the "Service
Revenue"). The Invoice Periods shall end each Saturday of every second week.

a. If Contractor fails to timely submit its invoice and/or Contactor has outstanding or pending invoices,
GVW’s information management system (“IMS”) shall automatically submit any pending invoices at
9:00 PM EST, on the Monday following the end of the Invoice Period. Contractor shall be charged a
$1.00 processing fee for each invoice automatically submitted by IMS.

b. If the total amount invoiced is $1.00 or less, then the processing fee shall bring the invoiced total to
$0.00, and IMS shall not process the pending/outstanding invoice. Contractor shall not be responsible
for any invoice that results in a negative amount due to the processing fee, and GVW shall not carry
over any negative balance into the next Invoice Period.

8.3 Notwithstanding anything to the contrary, Contractor shall not be entitled to payment for intervals serviced
if Contractor is deemed ineligible to qualify for revenue disbursement through the selected third party payment
service provider or any of the following occur:

a) Any calls handled that were not within an Accepted Interval unless otherwise agreed by the parties.
b) Time spent in "on-break status" as captured by GVW's systems.
c) Time spent in "unavailable status" as captured by GVW's systems.
d) Time spent in "refused status" as captured by GVW's systems.
e) As otherwise defined in the SOW.

8.4 Contractor shall not be entitled to payment for Accepted Intervals serviced in which (a) fraud is suspected
or committed, (b) during which the Contractor engaged in unprofessional business practices, or (c) during which
the Contractor violated any law, rule or regulation or any GVW policy or procedure.
GVW Master Services Agreement / International (English) (Rev. 02162022) Page 5
8.5 Contractor shall be responsible for all fees associated with Contractor’s chosen method of payment.
Contractor releases GVW from all liability for any and all damages incurred by Contractor as a result of any
payment delay caused by Contractor and/or the third party payment company selected by Contractor. Contractor
understands and agrees that by selecting a third party payment company, Contractor may become subject to
additional terms and conditions of the third party payment company. Contract agrees GVW is not responsible for
Contractor’s failure to review any additional terms or conditions of the third party payment company.

9. OWNERSHIP OF INTELLECTUAL PROPERTY; SECURITY

9.1 Contractor acknowledges that the GVW Technology, along with the goodwill of the business symbolized
thereby, are the sole and exclusive property of GVW and that GVW owns substantial and valuable goodwill in
GVW Technology. Contractor shall not during the Term or at any time thereafter:

(a) Attack or assist another in attacking the title or rights of GVW in or to the GVW Technology; (b) claim
any right, title or interest in or to the GVW Technology adverse to GVW; or (c) register or apply to register the
GVW Technology anywhere in the world. All usage of the GVW Technology by Contractor and the goodwill
associated therewith shall inure to the benefit of GVW.

9.2 Contractor agrees to comply with all security, data and systems protections policies established by GVW
or any Client under the terms of this Agreement or any applicable SOW.

9.3 Any documentation that GVW provides to Contractor regarding the Service or any Client shall only be
used for providing Services under this Agreement. Contractor shall not copy any such documentation unless
specifically authorized by GVW in writing. Any such authorized documentation for copying must bear any
copyright, trademark or other proprietary notice contained in such documentation.

9.4 The GVW name and logos and all related product and service names, design marks, slogans and other
intellectual property are the property of GVW or its affiliates. Contractor acknowledges and agrees that all product
and service marks contained on or associated with the Services that are not GVW marks are the trademarks of
their respective owners. Contractor is not authorized to use any GVW name, mark or logo or any Client or other
third party name, mark or logo in any advertising, publicity or in any other manner without the prior written
consent of GVW or the Client or third party, as applicable.

9.5 As part of the Services, Contractor shall deliver to GVW the deliverables set forth in the applicable SOW,
as well as all reports, information, materials and other work products that Contractor may develop out of
performance of the Services (collectively, the "Deliverables"). GVW shall have title to, ownership of, and all
proprietary rights in Contractor's work product and the Deliverables, which shall be considered "work made for
hire," as defined by the copyright laws of the United States.

9.6 Contractor acknowledges and agrees that references to any names, marks, products or services of third
parties or hypertext links to third party sites or information by GVW do not necessarily constitute or imply GVW's
endorsement, sponsorship or recommendation of the third party information, product or service.

9.7 Contractor shall not use any equipment to connect to GVW's systems or to provide Services to a Client,
which equipment does not fully comply with GVW's specifications and requirements. In addition, Contractor
shall fully comply with all GVW systems security protocol as maintained by GVW. Contractor acknowledges
and agrees that GVW shall have the right to audit, without warning or other notice to Contractor, Contractor's
compliance with equipment specifications and requirements and systems security protocol.

GVW Master Services Agreement / International (English) (Rev. 02162022) Page 6

10. PROTECTION OF CONFIDENTIAL INFORMATION AND DATA SECURITY
10.1 "Confidential Information" means all information, materials, documentation and data, relating to GVW,
any Client or any third party, furnished and disclosed to Contractor or a CS, pursuant to the provision of, directly
or indirectly, the Services and the performance of the obligations hereunder, whether in oral, written, graphic, or
machine readable form, including but not limited to, information from customers of any Client, products and
services, intellectual property of GVW or a Client, distribution channels, strategic alliances, marketing plans,
software codes, designs, procedures, processing flowcharts, configurations, formulas, discoveries, inventions,
improvements, concepts, ideas, customer lists, business plans, financial information, contacts, training materials,
operations and service materials, the names and contact information of any other independent business in the
GVW network and other business and technical information. "Confidential Information" shall also include (i)
login codes and (ii) the names and e-mail addresses of other independent businesses in the GVW network.
"Confidential Information" shall also include those items specified under Sections 10.6 and 10.7 below.

10.2 The Confidential Information shall not, directly or indirectly, be disclosed to, or discussed with, any
individual, corporation, partnership or entity ("Person"), except for the Contractor whose knowledge of such
materials is necessary to enable Contractor to provide the Services, it being agreed and understood by Contractor
in advance of the obligations pursuant to this Agreement and directed to treat the Confidential Information in
accordance with the terms set forth herein. Contractor shall use the Confidential Information received or otherwise
obtained solely for the purpose of providing the Services. Such Confidential Information shall not be used for any
other personal or commercial purpose by Contractor, or otherwise in any manner detrimental to GVW, any Client
or their businesses. Contractor shall protect the Confidential Information from disclosure using the same degree
of care used in protecting its own confidential or proprietary information, but in any case, using no less than a
commercially reasonable degree of care.

10.3 The restrictions herein on the use and disclosure of Confidential Information shall not apply to information
that: (a) was publicly available at the time of receipt by Contractor; (b) was in Contractor's possession free of any
obligation of confidence at the time of receipt by Contractor; or (c) is identified in writing by GVW as no longer
proprietary or confidential.

10.4 In the event that Contractor is required by law, regulation or court order to disclose any Confidential
Information, it will promptly notify GVW in writing prior to making any such disclosure and shall reasonably
cooperate in any efforts of GVW to seek a protective order or other appropriate remedy from the proper authority.
If GVW is not successful in precluding the requested disclosure, Contractor will furnish only that portion of the
Confidential Information that is legally required and will exercise all commercially reasonable efforts to obtain
reliable assurances that confidential treatment will be accorded the Confidential Information. All Confidential
Information disclosed under this Agreement (including information in computer software or held in electronic
storage media) shall be and remain the property of GVW or its licensors.

10.5 Contractor acknowledges that the Confidential Information is unique and valuable, and that breach by
Contractor of its obligations under this Agreement regarding such Confidential Information will result in
irreparable injury to GVW for which money damages alone would not be an adequate remedy. Therefore,
Contractor agrees that in the event of a breach or threatened breach of such provisions, GVW shall be entitled to
specific performance and injunctive or other equitable relief as a remedy for any such breach or anticipated breach
without the necessity of posting a bond. Any such relief shall be in addition to and not in lieu of any appropriate
relief in the way of money damages.

10.6 Confidential Information shall also include credit/debit card numbers and other credit/debit card data
(collectively, "Credit Card Information") of any person who provides such information to Contractor in
connection with the provision of Services under this Agreement. Contractor acknowledges and agrees that Credit
Card Information is the property of the credit cardholder who provided such information and Contractor has no
ownership interest or other rights in and to such information. Contractor shall only enter Credit Card Information
GVW Master Services Agreement / International (English) (Rev. 02162022) Page 7
directly into the data system of a Client, contemporaneously with the receipt of such information from the
cardholder while handling such cardholder's call. Credit Card Information entered into the data system of a Client
shall only be entered to process a transaction that has been expressly authorized by the credit cardholder. With
respect to any Credit Card Information, Contractor shall, under no circumstance, write down, screen scrape, screen
capture, print, save to local media devices (such as Contractor's computer system) or save to another storage
method, that may place such Credit Card Information in a position to be shared, given, or utilized for fraudulent
initiatives or otherwise. Contractor shall not verbally disclose any Credit Card Information to any other persons
or entities, including GVW or any GVW personnel. Contractor shall immediately notify GVW in writing in the
event that it suspects that any Credit Card Information has been disclosed to any person in breach of its obligations
hereunder. Contractor agrees to permit GVW, any Client, or any credit card processing service, such as VISA or
MasterCard, to audit Contractor's facilities and systems to assure compliance with the foregoing.

Confidential Information shall also include all information specific to any GVW Client's business processes,
systems, and information about such Client's customers including but not limited to, information such as a Client
customer's first name or initial and last name in combination with any potentially sensitive personally identifiable
information such as the customer's (1) social security number, (2) driver's license number, (3) credit card number,
(4) bank account number, (5) credit report information, (6) family members, (7) password or account code or (8)
any other information Client's customer deems to be proprietary (collectively, "Client Specific Information"). In
addition to the requirements for Confidential Information generally, with respect to Client Specific Information:

a) Contractor shall comply with all applicable privacy laws, regulations and requirements. Contractor shall
under no circumstance write down, screen scrape, screen capture, print, save to local media devices (such as
Contractor's computer system) or save to another storage method, that may place such Client Specific Information
in a position to be shared, given, or utilized for fraudulent initiatives or otherwise.
b) Contractor shall not use any Client Specific Information to market or otherwise sell products or services
to any third party.
c) Contractor shall not incorporate any Client Specific Information into any database other than in a database
maintained exclusively for the storage of such Client Specific Information.
d) Contractor shall make no sale, license or lease of Client Specific Information to any other party.
e) Contractor shall implement and comply with the data security plan, approved in advance in writing by
GVW, and other procedures as may be agreed to by GVW and any GVW Client relative to the security of Client
Specific Information.
f) Contractor shall immediately notify GVW upon Contractor's awareness of (i) any breach of the above-
referenced provisions, (ii) any disclosure (inadvertent or otherwise) of Client Specific Information to any third
party not expressly permitted herein to receive or have access to such Client Specific Information, or (iii) a breach
of, or other security incident involving Contractor's or GVW's systems or network that could cause or permit
access to Client Specific Information inconsistent with the above-referenced provisions, and such notice shall
include the details of the breach, disclosure or security incident.

10.8 Contractor shall fully cooperate with GVW in determining, as may be necessary or appropriate, actions
that need to be taken in connection with the disclosure of any Confidential Information including, but not limited
to, the full scope of the breach, disclosure or security incident, corrective steps to be taken by Contractor, the
nature and content of any customer notifications, law enforcement involvement, or news/press/media contact etc.

10.9 Contractor shall not communicate directly with any GVW Client or Client's customer without GVW's
consent outside of the provision of Services.

10.10 Contractor agrees to permit GVW or any Client to audit the Contractor's facilities and systems to assure
compliance with the foregoing. The obligation of Contractor to comply with this provision regarding the
protection of Confidential Information shall survive the termination of this Agreement, irrespective of the cause.

GVW Master Services Agreement / International (English) (Rev. 02162022) Page 8

11. REPRESENTATIONS, WARRANTIES, AND COVENANTS
11.1 In addition to any specific representations, warranties and covenants contained elsewhere herein, each
party represents, warrants and covenants to the other that: (a) it is a legal entity duly organized, validly existing
and in good standing under the laws of the state of its formation; (b) it has all requisite corporate power and
authority to execute, deliver and perform its obligations hereunder; (c) it is duly licensed, authorized or qualified
to do business and is in good standing in every jurisdiction in which a license, authorization or qualification is
required for the ownership or leasing of its assets or the transaction of business of the character transacted by it,
except when the failure to be so licensed, authorized or qualified would not have a material adverse effect on its
ability to fulfill its obligations hereunder; and (d) this Agreement constitutes the valid and binding obligation of
the party, enforceable against such party in accordance with its terms, except as such enforceability may be subject
to the effects of bankruptcy, insolvency, reorganization, moratorium or other laws relating to or affecting the
rights of creditors and general principles of equity.

11.2 Contractor hereby represents and warrants to GVW as follows, which representations and warranties are
a material inducement to GVW to enter into this SOW with Contractor:

a) (1) Contractor is authorized to conduct business in the location of Contractor, (2) Contractor will provide
Services from the Republic of Panama only (except that if Contractor requests and receives GVW’s prior written
consent to provide Services from one or more other locations, e.g., in case of relocation or while travelling, which
consent GVW may grant, condition, or deny in its sole and absolute discretion and for any or no reason, then
Contractor may also provide Services from such additional location or locations to which GVW has granted its
consent but always subject to and in compliance with any limitations and conditions set forth in any such consent),
(3) Contractor has passed all background check requirements, (4) Contractor operates a banking business account
under the name of the Contractor and (5) Contractor is not subject to any Federal Watch list.
b) Contractor is engaged in an independent business, or as an individual located outside of the United States
and, except as specifically provided herein, shall perform all obligations in the SOW or this Agreement.
c) The Certified Specialist/Contractor performing Services shall be considered independent and are not
employees of GVW or Client.
d) Contractor has and retains the right to exercise full control over the performance of the Services and full
control over direction and assignment, to perform the Services that meet GVW Requirements.

11.3 Contractor is solely responsible for all matters relating to compensation and benefits for all of Contractor
personnel who works for the Contractor. This responsibility includes (i) timely payment of compensation and
benefits, including, but not limited to, overtime pay, medical, dental, and any other benefit, and (ii) all matters
relating to compliance with all employer obligations to withhold employee taxes, pay employee and employer
taxes, and file payroll tax returns and information returns under local, state and federal income tax laws,
unemployment compensation insurance and state disability insurance tax laws, social security and Medicare tax
laws, and all other payroll tax laws or similar laws with respect to all their Contractor personnel. It is not the
intention of this Agreement or the parties to this Agreement to confer a third-party beneficiary right of action
upon any employee of Contractor, and nothing in this Agreement shall be construed to confer upon any third party
a right of action under this Agreement or in any manner.

11.4 Each party shall indemnify, hold harmless and defend the other party from all liabilities related to such
party's breach of the provisions of this Section 11 in accordance with the provisions of the Agreement.

12. MEETINGS
12.1 Contractor will conduct periodic account meetings with GVW via conference call or otherwise as mutually
agreed.

12.2 If Contractor is not meeting the Requirements contained in the SOW, at GVW's request, Contractor shall
provide GVW with an action plan that Contractor shall use to ensure that all Requirements contained in the SOW
GVW Master Services Agreement / International (English) (Rev. 02162022) Page 9
are met. The plan may include timelines, action steps that Contractor is taking, tracking of status, results achieved,
and such other information as GVW may reasonably request.

13. AMENDMENT OF TERMS

GVW reserves the right to amend the terms of this Agreement upon reasonable written notice to the Contractor.
Such notice shall state that if the amendment is not acceptable to the Contractor, the Contractor may elect to
terminate the Agreement. If Contractor does not send written notice of termination within 5 days of receipt of the
proposed amendment, Contractor will have been deemed to have accepted the amendment. Notwithstanding the
foregoing, GVW reserves the right, at any time and without prior notice to Contractor to amend the terms of this
Agreement or change any of the procedures or policies set forth herein, which GVW determines in its sole
discretion may be required to comply with its internal security policies, or with any federal or state law, rule or
regulation.

14. TERM AND TERMINATION

14.1 This Agreement shall commence on the Effective Date and shall continue until terminated as provided
below by either party with or without cause upon written notice to the other party. Upon termination of this
Agreement, all SOWs shall automatically terminate and be of no further force or effect. Either party may also
elect to terminate a SOW with or without cause upon written notice to the other party.

14.2 In addition, this Agreement may be terminated by either party at any time, with or without prior notice,
for any of the following reasons:

a) Failure by Contractor to maintain any of the Requirements.

b) If a party becomes the subject of a voluntary or involuntary bankruptcy, insolvency, reorganization or
liquidation proceeding; makes an assignment for the benefit of creditors; admits in writing its inability to pay its
debts when due.
c) Fraud or unprofessional business practices including but not limited to illegal or dishonest business
conduct. This Agreement is subject to suspension by GVW, in its sole discretion, while the alleged fraud or other
unprofessional business practices of the Contractor are investigated.
d) A material breach of any term set forth in this Agreement.

14.3 In the event of termination either voluntary or involuntary, GVW reserves the right to automatically submit
any outstanding invoices within 14 days of the contract termination, if not previously provided by Contractor.

14.4 Upon termination, Contractor must cease use of any created email account, containing GVW, used to
provide services under this agreement.

15. ARBITRATION OF CLAIMS; CLASS ACTION WAIVER

15.1 GVW and Contractor, on behalf of itself and all of Contractor's employees, hereby agree to resolve any
and all disputes or claims each may have against the other, or against any Client, by binding arbitration pursuant
to the then-current Commercial Arbitration Rules and Mediation Procedures of the American Arbitration
Association (the "AAA"). GVW and Contractor agree that the arbitration shall be conducted by a single arbitrator
in the AAA office nearest the claimant (or such other location as is mutually agreed to by the parties), and
therefore waive any objections or claims they might otherwise be able to rightfully assert based upon the
inconvenience of the forum or improper jurisdiction. Unless otherwise mutually agreed, the arbitrator shall be a
practicing attorney with at least 15 years of experience and at least five years of experience as an arbitrator.

15.2 All parties to this agreement expressly agree that the Federal Arbitration Act governs the enforceability
of any and all of the arbitration provisions of this Agreement and judgment upon the award rendered by the
arbitrator may be entered by any court of competent jurisdiction. The parties agree to the present arbitration clause
by virtue of Law 489-08.
GVW Master Services Agreement / International (English) (Rev. 02162022) Page 10
15.3 Either party may apply to the arbitrator seeking injunctive relief until the arbitration award is rendered or
the controversy is otherwise resolved pursuant to the Optional Rules for Emergency Measures of Protection of
the AAA. Either party also may, without waiving any remedy under this Agreement, seek from any court having
jurisdiction any interim or provisional relief that is necessary to protect the rights of property of that party, pending
the establishment of the arbitral tribunal (or pending the arbitral tribunal's determination of the merits of the
controversy).

15.4 By signing this Agreement, all parties waive their right to commence, to become a party to, or to remain
a participant in, any group, representative, class, collective, or hybrid class/collective action in any court against
one or more other parties to this Agreement, or any Client. Further, the parties waive their right to commence, to
become a party to, or to remain a participant in, any group, representative, class, collective, or hybrid
class/collective action claim in arbitration or any other forum against one or more parties to this agreement or any
Client. The parties agree that any claim by or against any other party to this Agreement or any Client shall be
heard in arbitration without consolidation of such claim with any other person or entity's claim. All parties agree
that this Agreement does not limit any party's right to initiate an action in state or federal court challenging the
enforceability of the group, representative, class, collective, or hybrid action waiver set forth herein. If Contractor
chooses to exercise that right, GVW will not retaliate against Contractor for doing so. GVW reserves the right to
oppose such a challenge to enforcement of this Agreement. The parties further agree that nothing in this
Agreement precludes any party from participating in proceedings to adjudicate unfair labor practice charges
before the National Labor Relations Board, including without limitation charges addressing the enforcement of
the group, representative, class, collective, or hybrid action waiver set forth herein. Either party's failure to comply
with the terms set for herein will deemed a material breach of the Agreement.

15.5 If any part of this Section 15, other than the waiver pursuant to Section 15.4 of the right to commence, to
become a party to, or to remain a participant in, any group, representative, class, collective, or hybrid
class/collective action in any court against one or more other parties to this agreement, or any GVW Client, is
deemed or found to be unenforceable for any reason, the remainder of the arbitration clause is severable and shall
remain enforceable. If a waiver of the rights pursuant to Section 15.4 is deemed or found to be unenforceable for
any reason in a case in which class action or similar allegations have been made, the remainder of this Section 15
shall also be unenforceable.

16. NOTICE
Any notice that is required to be provided by the parties herein may be provided by e-mail, in addition to the
notice procedures set forth in the Agreement.

17. INSURANCE
Contractor will secure and maintain at its sole cost and expense, during the term and for one year thereafter, all
reasonable and necessary insurance coverages.

18. SIGNATURES; COUNTERPARTS

Electronic signatures and original signatures transmitted and received via facsimile or other electronic
transmission of a scanned document, (e.g., pdf or similar format) are true and valid signatures for all purposes
hereunder and shall bind the parties to the same extent as that of an original signature. This Agreement may be
executed in multiple counterparts, each of which shall be deemed to constitute an original but all of which together
shall constitute only one document.

19. ENTIRE AGREEMENT

This Agreement, including and together with any related exhibits, appendices, schedules and applicable terms of
any SOW embodies and sets forth the entire agreement and understanding of the parties with respect to the subject
matter herein and there are no promises, terms, conditions or obligations, oral or written, expressed or implied,
GVW Master Services Agreement / International (English) (Rev. 02162022) Page 11
other than those contained in this Agreement. The terms of this Agreement shall supersede all previous oral or
written agreements which may exist or have existed between the parties.

20. WAIVER
The failure of any party at any time to enforce any of the provisions of this Agreement shall not be deemed or
construed to be a waiver of any such provision, nor in any way to affect the validity of this Agreement or any
provisions hereof or the right of any party hereto to thereafter enforce each and every provision of this Agreement.
No waiver of any breach of any of the provisions of this Agreement shall be effective unless set forth in a written
instrument executed by the party against whom or which enforcement of such waiver is sought; and no waiver of
any such breach shall be construed or deemed to be a waiver of any other or subsequent breach.

21. CONSTRUCTION AND INTERPRETATION

Each party has been given the opportunity to independently review this Agreement with legal counsel and other
consultants, and each party has the requisite experience and sophistication to understand, interpret and agree to
the particular language of its provisions. Accordingly, the drafting of this Agreement is not to be attributed to
either party. Section and paragraph headings contained in this Agreement are for reference purposes only and are
not to affect the meaning or interpretation of this Agreement.

22. SEVERABILITY
If any provision in this Agreement is invalid or unenforceable, such provision shall be construed, limited or, if
necessary, severed, but only to the extent necessary to eliminate such invalidity or unenforceability, and the other
provisions of this Agreement shall remain unaffected.

23. RESELL OF PROMOTIONAL PRODUCT.

Contractor may receive promotional products as part of servicing GVW’s clients. If Contractor does receive
promotional product, said product is not for resale on the internet or elsewhere. If Contractor is found reselling
promotional product, Contractor is subject immediate termination under Section 14, and may be liable to GVW’s
Clients for violation of any applicable federal or state law related to Contractor’s resale activity.

24. GOVERNING LAW.

This Agreement shall be governed and construed in accordance with the laws of the State of Florida, without
giving effect to rules governing conflicts of law.

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first above written.

CONTRACTOR: GREAT VIRTUALWORKS, INC.:

By: ________________________________ By: _______________________________

Daphne Morrell
Name: ___________________________________ Scott Heller
Name: ___________________________

Title: Authorized Signatory Title: Director of Contact Center Operations

GVW Master Services Agreement / International (English) (Rev. 02162022) Page 12

 CONFIDENTIALITY AGREEMENT

This Agreement is made and entered dated ________________,

09/28/2023 by and between Great VirtualWorks, Inc.
Daphne Morrell
(“GVW”) and ____________________________ (the "Contractor").
In consideration for the GVW's consent to permit the Contractor to perform services for the benefit of GVW, the
Contractor covenants and agrees as follows.

CONFIDENTIAL INFORMATION. "Confidential Information" as used herein shall mean any knowledge,
information, concept, idea, data, or identity, of any kind or form, acquired or received by the Contractor, from
whatever source, during the performance of any Contract or as a direct or indirect result of the performance of
services for GVW, including, but not limited to, any of the following:

• any written material, whether typed, handwritten, printed or otherwise, or any photograph, Photostat,
microfilm or any other reproduction thereof, and including, without limitation, each list, note,
memorandum, letter, telegram, circular, release, article, report, analysis, chart, account, book, draft,
summary, diary, transcript, agreement, contract, order, purchase, sale, confirmation, monthly statement,
record, correspondence, communication, and document;
• any oral communication or telephone conversation, or any recording or other reproduction thereof;
• any computer tape, program, software, password, or code;
• the identity and/or contact information of any person or entity associated with GVW or the GVW's clients,
including, but not limited to any employee, director, contractor, member, or contributor;
• the content or terms of any transaction relating to the activities of the GVW's client and the clients
customers;
• any method, means, system, technique, process, or procedure utilized by GVW on behalf of its clients;
and
• the work product or products created by GVW in the performance of its obligations to its clients and
clients customers.

ACKNOWLEDGEMENT. The Contractor acknowledges and agrees that the Confidential Information is the
property of the GVW ---not the Contractor --- and that the Contractor has a proprietary interest in and to the
Confidential Information and that any disclosure or unauthorized use thereof may cause irreparable harm and loss
to GVW.

COVENANT OF CONFIDENTIALITY. The Contractor agrees to treat any and all Confidential Information in
confidence and to undertake the following additional obligations with respect thereto:

• to use Confidential Information only for the sole and exclusive purpose of performing services for GVW
as required by the Contract Agreement between the parties and by oral and written directives GVW;
• to limit dissemination of Confidential Information only to those individuals to whom the GVW directs or
who have a need to know in order for Contractor to perform services for GVW;
• not to disclose, divulge, communicate, publish, or otherwise reveal Confidential Information in any
manner whatsoever to any person or entity other than an officer or employee of the Contractor, except as
GVW specifically directs;
• not to reproduce, copy, duplicate or imitate Confidential Information, in whole or in part, except for the
exclusive benefit of the Contractor; and
• except for the payments by GVW to the Contractor, never to profit from the Confidential Information in
any manner whatsoever.

GVW Independent Contractor Confidentiality Agreement / International (English) (Rev. 01292020) Page 1
SURVIVAL. The restriction and obligations of Paragraph 3 of this Agreement shall survive any expiration,
termination, completion, or cancellation of this Agreement and of the contractual relationship between the parties
and shall continue to bind the Contractor perpetually.

ENTIRE AGREEMENT. This Agreement between the parties constitute the entire agreement and understanding
of the parties with respect to the subject matter hereof and supersede all prior agreements and understandings
regarding such subject matter, whether oral or written. No modification or claimed waiver of any provision hereof
shall be valid unless in writing and signed by the duly authorized representative of GVW.

SEVERABILITY. If any provision of this Agreement is declared invalid by any tribunal, then such provision
shall be deemed automatically modified to conform to the requirements for validity as declared at such time, and
as so modified, shall be deemed a provision of this Agreement as though originally included herein. Whether the
provision is capable of such modification, the remaining provisions of this Agreement shall remain in full force
and effect.

APPLICABLE LAW. This Agreement shall be construed, enforced and interpreted in accordance with the laws
of the State of Florida and by the courts having jurisdiction in Broward County, Florida.

EFFECTIVE DATE. This Agreement shall be effective immediately upon its execution. I have read and
understand the above.

I have read and understand the above.

Daphne Morrell
__________________________________________ Scott Heller
__________________________________________
Independent Contractor (Printed Name) Great VirtualWorks Authorized (Printed Name)

___________________________________________ __________________________________________
Independent Contractor (Signature) Great VirtualWorks Authorized (Signature)

09/28/2023
__________________________________________ ______________________________________
Date Date

GVW Independent Contractor Confidentiality Agreement / International (English) (Rev. 01292020) Page 2