FREELANCE SERVICES AGREEMENT

FREELANCE SERVICES AGREEMENT

THIS AGREEMENT is entered into on the 6th of July 2024,
BY AND BETWEEN:
(1) EnterTalkPro Limited, a company incorporated in Hong Kong under the registration number
3264433, having its registered office address at 8th Floor, China Hong Kong Tower, 8-12 Hennessy
Road, Wanchai, Hong Kong,hereinafter referred to as the “Company”;
AND
(2) Tonderai Mushoriwa, residing at Stand 01 Emerson Mnangangwa, 00263, Gweru, Midlands,
ZW, holding [ID DOCUMENT TYPE] number [ID DOCUMENT NUMBER]
hereinafter referred to as the “Freelancer”.
The Company and the Freelancer are hereinafter collectively referred to as the ‘’Parties’’ and
individually as a ‘’Party’’.
WHEREAS

(A) The Company wishes to engage the Freelancer in order to support the Business Activities (as
defined below) and provide the Services (as defined below).
(B) The Freelancer is willing and capable of providing the Services on the terms and conditions set
out in this Agreement.
(C) The Parties wish to enter this Agreement to set out the terms and conditions that will apply in
respect of the Services to be provided by the Freelancer to the Company.
NOW THEREFORE, the Company and the Freelancer agree as follows:

1. DEFINITION
1.1 In this Agreement the following words and expressions shall have the following meanings:
‘’Applicable Laws’’
‘’Business Activities’’
‘’Commencement Date’’
’’Confidential Information’’
means any laws, directives, ordinances, regulations and codes for the
time being in force in, having legislative effect in, extending to, or
applicable in Hong Kong.
means the provision of online entertainment services to the Users (as
defined below)
means 6th of July 2024
means information in whatever form (including without limitation, in
written, oral, visual or electronic form or on any magnetic or optical
disk or memory and wherever located) relating to the business,
customers, products, affairs and finances of the Company, for the
time being confidential to the Company or any of its suppliers,
customers, agents, distributors, shareholders, management or
business contacts, including (but not limited to) information that the
Company receives or obtains in connection with the Services, whether
or not such information (if in anything other than oral form) is marked
confidential

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‘’Force Majeure Event’’ means any cause beyond the reasonable control of a Party, limited to
war (whether or not declared), social unrest, government sanctions,
pandemic, epidemic, outbreak of infectious disease, insurrection,
revolution, hostile act, civil strife, act of sabotage or terrorism or similar
event affecting a Party’s ability to perform its obligations under this
Agreement.
‘’Hong Kong’’ means the Hong Kong Special Administrative Region of the People’s
Republic of China.
‘’Script’’ means a set of guidelines (Code of Conduct) provided by the Company
to the Freelancer. These guidelines may include, but are not limited to,
recommendations for constructing text, images, or other forms of
media, as determined from time to time by the Company.
‘’Services’’ means the provision of online chat services to the Users.
‘’Service Fees’’ means the fees payable in respect of the Services (being a fixed rate
per message sent), to be agreed between the Parties.
‘’Users’’ means independent third-party consumers across the world using the
Websites (as defined below).
‘’Websites’’ means various entertainment websites maintained by the Company.
1.2. In this Agreement, references to the singular includes reference to the plural and vice versa.
2. APPLICATION OF TERMS
This Agreement shall apply to all dealings between the Parties hereto unless specifically varied in
writing and signed by all Parties.
3. TERM
This Agreement shall commence on the Commencement Date and shall continue unless and until
terminated:
(i) As provided by the terms of this Agreement;
(ii) By either Party giving to the other prior written notice of not less than thirty days.

4. SERVICES
4.1 The Freelancer shall provide the Services strictly in accordance with the Script and shall not
depart from the Script without prior written authorization by the Company.
4.2. The Freelancer acknowledges that strict adherence to the Script is essential for the Company
to (i) maintain consistent communication with the Users and (ii) comply with the Applicable
Laws, and any departure or deviation from the script may result in harm to the Company's
reputation or liability to the Company.
4.3. The Company shall have the discretion to monitor the conduct and activities of the Freelancer
in connection with the provision of the Services. The Company may exercise this discretion at

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any time during the term of this Agreement by any means it deems appropriate, including but
not limited to reviewing the Freelancer's online chat history with the Users.
4.4. The Freelancer shall cooperate fully and promptly with the Company in connection with any
such monitoring and shall provide the Company with access to any and all materials and
information relevant to the Services. The Freelancer acknowledges that the Company's
monitoring activities are intended to ensure that the Services (i) meet the Company's
requirements and standards, and (ii) comply with the Applicable Laws. The Freelancer further
understands that the Company's exercise of its discretion in this regard shall not be deemed
to constitute interference with the Freelancer's performance of the Services.
4.5. Without limiting the generality of the foregoing, the Freelancer agrees to indemnify, defend
and hold harmless the Company and any of its employees, agents, representative, from and
against any claims, penalties, damages, costs , judgements, costs and expenses (including
legal fees on a full indemnity basis) arising out of or in connection with the Freelancer’s
departure from or deviation from (whether such departure or deviation is voluntary or not) the
Script in providing the Services.
4.6. The Company shall provide the necessary training to the Freelancer in the performance of the
Services in accordance with the Script and the Applicable Laws. The Company shall bear the
cost of all such training, unless otherwise agreed in writing between the Company and the
Freelancer. The Freelancer agrees to participate in all such training sessions. The Company
shall have the right to monitor the Freelancer's progress during the training period and to
provide feedback as necessary.
5. SERVICE FEE
5.1. In consideration of the Freelancer providing the Services, the Company agrees to pay the
Freelancer the Service Fee.
5.2. The Service Fee shall not be subject to change during the term of this Agreement unless
expressly provided for in his Agreement or otherwise mutually agreed by the Parties.
The Service Fee payable by the Company to the Freelancer shall be inclusive of any applicable
taxes, duties, levies or other charges imposed by any governmental authority. The Freelancer
is solely responsible for and will file, on a timely basis, all tax returns that are required and
make payments to the competent tax authorities of any taxes that may be imposed on the
receipt of Service Fees or the performance of the Services under this Agreement.
6. REPRESENTATIONS AND WARRANTIES
6.1. The Company represents and warrants that:
(i) it has all the requisite corporate power and authority to execute, deliver and perform its
obligations under this Agreement;
(ii) it has obtained all necessary approvals, authorizations and/or consents from all relevant
governmental and regulatory authorities for it to enter into and perform its obligations
under this Agreement.
6.2. The Freelancer represents and warrants that he has the legal capacity to execute, deliver and
perform its obligations under this Agreement.
7. COMPLIANCE WITH APPLICABLE LAWS

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7.1. During the term of this Agreement, the Freelancer agrees to comply with all Applicable Laws
in the performance of his/her obligations with regards to the Services. All handling, accessing,
processing, and storage of Confidential Information, especially personal data, must be in full
compliance with all relevant data protection and privacy laws and regulations. The Freelancer
acknowledges that the use of browser plugins, translator tools, artificial intelligence, or any
other method or technology used in the handling of Confidential Information, must be
expressly authorised by the Company in writing. Any such tools or technologies used must not
compromise or risk the security, confidentiality, or integrity of such information. The
Freelancer agrees to take all reasonable precautions, including the implementation of
appropriate security measures, to maintain the confidentiality and security of such
information.
7.2. The Freelancer understands that any breach or violation of any Applicable Law by the
Freelancer constitutes a repudiatory breach which would entitle the Company to immediately
terminate the Agreement in accordance with Clause 8 below.
7.3. If at any time during the term of this Agreement, the Freelancer is informed or information
comes to its attention that it is or may be in violation of any Applicable Law, the Freelancer
shall immediately:
(i) inform the Company in writing of such breach or violation;
(ii) take all appropriate steps to remedy such breach or violation; and
(iii) comply with the Applicable Laws.
7.4. Without limiting the generality of the foregoing, the Freelancer agrees to indemnify, defend
and hold harmless the Company from any claims, penalties, damages, costs , judgements,
costs and expenses (including legal fees on a full indemnity basis) which the Company or any
of its employees, agents, representatives may incur or suffer as a result of any violation,
breach or failure to comply with the Applicable Laws by the Freelancer.
8. TERMINATION
8.1. Notwithstanding any other provisions herein contained, and without prejudice to any other
rights such Party serving notice may have, either Party may forthwith terminate this
Agreement by sending to the other a written notice upon the occurrence of any of the
following events:
(i) if the other Party commits any breach of the terms or conditions of this Agreement and
fails to remedy such breach (or in so far as such breach is not capable of remedy to
furnish adequate compensation) within fifteen (15) days after receiving written notice
requiring it so to do;
(ii) if the other Party enters into compulsory or voluntary liquidation or has a receiver or
manager appointed of the whole or substantially the whole of assets;
(iii) if the Freelancer commits any breach of the Applicable Laws.
8.2. Termination of this Agreement shall be without prejudice to any accrued rights of either Party
and shall not affect obligations which are expressed not to be affected by expiry or
termination hereof.
8.3. The following clauses shall survive termination of this Agreement: Clause 4.5, Clauses 5 to 7,
Clause 9 and Clause 17.

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9. CONFIDENTIAL INFORMATION
9.1. In performing the Services under this Agreement, the Freelancer may be exposed to certain
Confidential Information. Either during this Agreement or after the termination of this
Agreement, the Freelancer shall not, and shall procure its agents or representatives do not
use, directly or indirectly, such Confidential Information for the benefit of any person, entity,
or organization other than the Company to which they belong, nor disclose such Confidential
Information without the prior written approval of the Company.
9.2. This restriction does not apply to: (i) any use or disclosure authorized by the Company to
whom such Confidential Information belongs, or as required by law; or (ii) any information
which is already in the public domain, or comes into the public domain, other than through
the Freelancer’s unauthorized disclosure.
9.3. In addition to the confidentiality obligations stated above, both parties agree to the terms and
conditions outlined in the Non-Disclosure Agreement (NDA) attached hereto as Addendum A.
The NDA further elaborates on the protection and usage of Confidential Information during
and following the termination of this Agreement. Each party shall adhere to the NDA's
stipulations, ensuring the confidentiality and security of the exchanged information.
10. SUBCONTRACTING
The Freelancer may not subcontract the performance of any of his obligations hereunder.

11. INDEPENDENT CONTRACTOR

11.1. It is expressly agreed that the Freelancer shall be an independent contractor of the Company.
Nothing herein shall be construed to constitute or appoint the Freelancer as the agent,
partner, joint-venturer, or representative of the Company for any purpose whatsoever.
11.2. The Freelancer will not be entitled to any of the benefits that the Company may make
available to its employees, including, but not limited to, group health or life insurance, profit-
sharing or retirement benefits. As the Freelancer is an independent contractor, the Company
will not withhold or make payments for the Mandatory Provident Fund nor the Employee
Compensation Insurance on behalf of the Freelancer.
12. ENTIRE AGREEMENT
This Agreement constitutes the entire agreement between the parties relating to this subject matter
at the date of this Agreement and supersedes any and all previous written or oral agreement
between the parties in relation to the matters dealt with herein.

13. FORCE MAJEURE

13.1. No Party shall be in breach of its contractual obligations under this Agreement nor liable for
delay in performing, or failure to perform, any of its obligations under this Agreement, nor
shall it incur any liability to any other party, if it is unable to comply with its obligations under
this Agreement as a result of a Force Majeure Event.
13.2. In the event of any such occurrence affecting a Party, such Party shall, as soon as reasonably
practicable, notify each other Party of the occurrence of such event, provided that the same
arises without the fault or negligence of such Party. All contractual obligations under this
Agreement shall be resumed as soon as practicable after the Force Majeure Event has ceased.

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13.3. Should any provision of this Agreement become impossible to perform due to a Force Majeure
Event, and if the Parties cannot reach an agreement to amend this Agreement so that the said
obligation can be performed within thirty (30) days from the notification of such Force Majeure
Event, either Party may terminate this Agreement with immediate effect by sending the other
Party a written notice.
14. WAIVER
No failure or delay by a Party to exercise any right or remedy provided under this Agreement or by
law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the
further exercise of that or any other right or remedy. No single or partial exercise of such right or
remedy shall prevent or restrict the further exercise of that or any other right or remedy. A waiver of
any right or remedy under this Agreement or by law is only effective if it is in writing.

15. NOTICES
Except when provided differently, all notices required or permitted to be given under this
Agreement shall be in writing and delivered by registered post, courier, fax or e-mail to the following
addresses or such other address either Party hereto may designate in writing to the other Party for
this purpose:

Notifications to the Freelancer:

Name: Tonderai Mushoriwa
Address: Stand 01 Emerson Mnangangwa, 00263, Gweru, Midlands, ZW
Email address: tonderai.mushoriwa@yahoo.com

Notifications to the Company:

Name: EnterTalkPro Ltd
Address: 8th Floor, China Hong Kong Tower, 8-12 Hennessy Road, Wan Chai, Hong Kong
Email address: operator@entertalkpro.com

16. MISCELLANEOUS
16.1. This Agreement may be entered into in any number of counterparts or copies by the Parties
hereto on separate counterparts or copies, each of which when so executed and delivered
shall be an original, but all the counterparts shall together constitute one and the same
instrument.
16.2. If at any time any term or provision in this Agreement shall be held to be illegal, invalid or
unenforceable, in whole or in part under any rule of law or enactment, such term or provision
or part shall to that extent be deemed not to form part of this Agreement, but the
enforceability of the remainder of this Agreement shall not be affected.
16.3. This Agreement shall be binding on and enure for the benefit of each Parties, successors and
personal representatives but shall not be assignable.
16.4. Save as expressly stated in this Agreement, the Parties do not intend any of the terms of this
Agreement to be enforceable by any person who is not a party to this Agreement and the
Contracts (Rights of Third Parties) Ordinance (Chapter 623 of the Laws of Hong Kong) shall not
apply to this Agreement. No third party’s consent shall be required for the waiver, variation or
termination of any part of this Agreement.
17. GOVERNING LAW AND JURISDICTION

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17.1. This Agreement and any dispute or claim arising out of or in connection with it or its subject
matter or formation (including non-contractual disputes or claims) shall be governed by and
construed in accordance with the laws of Hong Kong.
17.2. The Parties irrevocably agree that the courts of Hong Kong shall have exclusive jurisdiction to
settle any dispute or claim arising out of, or in connection with, this Agreement, its subject
matter or formation (including non-contractual disputes or claims).

This Agreement has been entered into on the date stated at the beginning of it.

Tonderai Mushoriwa
Freelancer
Signed by Tonderai Mushoriwa,
Date: 6th of July 2024
Ip Address: 102.128.76.37

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Addendum A

NON DISCLOSURE AGREEMENT

EnterTalkPro Limited, a company incorporated in Hong Kong under the registration number
3264433, having its registered office address at 8th Floor, China Hong Kong Tower, 8-12 Hennessy
Road, Wanchai, Hong Kong,hereinafter referred to as the “EnterTalkPro”

as a freelancer (“Freelancer”).

Together also referred to as: “Party” and/or “Parties”,

WHEREAS:

- Freelancer and EnterTalkPro are cooperating in several business activities, and Freelancer
provides several commercial services to EnterTalkPro;
- Parties want to ensure that business information of EnterTalkPro will not be shared with
any third parties and/or the public unless EnterTalkPro has given its prior written consent
for this disclosure of information.
DECLARE TO AGREE THAT:

In connection with the services, EnterTalkPro (the “Provider”) shall provide Confidential Information
(as defined below) to Freelancer (the “Receiver”). In this context, Parties agree as follows.

(1) “Confidential Information” comprises (i) the existence and the content of this agreement
and the existence and the content of the meetings or other communication between the Provider
and the Receiver about the commercial services, and (ii) any and all information of any nature
whatsoever that is made available to the Receiver or to Affiliated Persons (as defined below) within
the framework of the commercial services regardless of the fact whether this takes place orally or in
writing, on a disk or electronically, or on the basis of visits to business premises and each and every
manner that this kind of information can be stored or saved. References in this agreement to “
Associated Persons” are references to a company, person or entity that, either directly or
indirectly, independently or in association with others, controls that company or is controlled by the
same. References to “Affiliated Persons” in this agreement are references to a company, its
Associated Persons, directors, employees, financial and other professional advisors, agents, bankers
and consultants of that company at any time when this agreement is in full force and effect.

(2) Confidential Information does not comprise information that (i) for any reason whatsoever has
been or is made public, other than through a failure of the Receiver or a Related Person of the same
to comply with the obligations on account of this agreement, or that (ii) is provided to the Receiver
by a person other than the Provider or their advisors on condition that the relevant person is not
prohibited from disclosing this information in pursuance of a contractual or other obligation vis-à-vis
the Provider or another party, or that (iii) was obtained or developed independently by the Receiver
without failing to comply with its obligations on account of this agreement.

(3) The Receiver shall (i) abide by strictest confidentiality with regard to the Confidential
Information, (ii) see to it that the Confidential Information is protected diligently, (iii) the Confidential
Information is not used for any purpose other than in connection with the commercial services, (iv)
not disclose or discuss the Confidential Information to or with any person other than Affiliated
Persons of the same and such exclusively to the extent that this is required for the Transaction.

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(4) The Receiver shall fully inform each and every person to whom Confidential Information is
made available of the obligations of the Receiver pursuant to this agreement and the Receiver shall
accomplish that these persons are held to comply with said obligations as if they were a party to this
agreement. The Receiver is not allowed to disclose Confidential Information to persons other than
Affiliated Persons of the same, barring in those instances where prior written consent has been
obtained from the Provider.

(5) If the Receiver is held to disclose Confidential Information in pursuance of any legislation or
regulations, rules of a supervisory authority or stock exchange, or an order of a judicial,
administrative or regulatory authority then the Receiver must (to the extent legally permitted) (i)
inform the Provider of the complete circumstances of the disclosure and the information to be
disclosed, (ii) enter into discussions with the Provider about the possible measures to prevent or
limit the disclosure and take such measures as within reason desired by the same, (iii) obtain
security from the entity that desires disclosure in terms of the confidentiality, (iv) make its best
effort not to disclose the identity of the Provider, and (v) agree on the formulation of the disclosure
in advance with the Provider, if the disclosure takes place in the form of a public statement.

(6) If the Receiver is legally not permitted to inform the Provider in advance before Confidential
Information is disclosed pursuant to section 5 of this agreement, then the Receiver shall (to the
extent legally permitted) inform the Provider forthwith after the disclosure of all circumstances with
regard to the disclosure and the disclosed information.

(7) On demand of the Provider the Receiver shall (i) return all original and copied documents with
Confidential Information to the Provider or destroy the same (other than analyses, studies,
summaries and other material derived from the Confidential Information), (ii) destroy all original and
copied documents with analyses, studies, summaries and other material derived from the
Confidential Information, and (iii) permanently delete all Confidential Information (where possible)
from any and all computers, disks, or other equipment on which Confidential Information has been
stored.

(8) The provisions set forth in this agreement remain in full force for an indefinite period of time.

(9) In the event that the Receiver breaches any of its obligations under this agreement it shall
immediately, without any further action or formality being required, become liable to the Provider
for an immediately due and payable penalty of USD 30.000,- (thirty thousand US Dollar) for each
such breach with a maximum of USD 120.000,- (one hundred twenty thousand US Dollar) and for a
periodic penalty payment of USD 2.000,- (two thousand US Dollar) for each day such breach
continues, without Provider having to prove any loss or damage, and without prejudice to the right
of Provider to claim damages in addition if there are grounds for doing so.

(10) This agreement can only be changed in writing by mutual consent.

(11) Should a provision of this agreement be invalid or unenforceable then this shall not affect the
validity or enforceability of any other provision of this agreement. This kind of invalid or

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unenforceable provision shall be replaced or deemed to have been replaced by a provision that is
deemed to be valid and enforceable and of which the interpretation best approaches the scope of
the invalid or unenforceable provision.

(12) This agreement is governed by the laws of Hong Kong and any disputes in connection with
this agreement shall be brought to the cognizance of the competent courts in Hong Kong.

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