In this Agreement, unless the context otherwise requires, the following terms shall bear the meanings assigned to them hereunder.

"Agreement" shall mean this Independent Contractor Agreement, together with all amendments, modifications, supplements and addenda hereto duly executed in writing by the Parties, and shall constitute the entire legal instrument governing the relationship between the Parties with respect to the subject matter herein described.

"Confidential Information" shall mean any and all information, data, materials, know-how, trade secrets, business methods, financial records, client lists, technical specifications, drawings, software, source code, strategies, and any other information of a confidential or proprietary nature, whether disclosed orally, in writing, electronically, or by inspection of tangible objects, and whether or not marked or identified as confidential at the time of disclosure.

"Deliverables" shall mean any and all works, products, documents, reports, designs, inventions, software, materials, outputs and other tangible or intangible results produced, developed, authored, created or furnished by the Contractor in the course of, or in connection with, the performance of the Services under this Agreement.

"Fees" shall mean the aggregate monetary compensation payable by the Company to the Contractor in consideration of the Services rendered hereunder, as more particularly described in the provisions governing fees and milestone payments.

"Milestone" shall mean a discrete, identifiable stage or phase in the performance of the Services, upon the completion and acceptance of which a corresponding payment becomes due and payable to the Contractor in accordance with this Agreement.

"Services" shall mean the professional services to be performed by the Contractor for the benefit of the Company as described in the provisions governing scope of services, together with any ancillary or incidental services reasonably necessary for the proper performance thereof.

The headings used in this Agreement are inserted for convenience of reference only and shall not affect the construction or interpretation hereof. Words importing the singular shall include the plural and vice versa, and words importing any gender shall include all genders.

References to any statute, regulation or legal provision shall be construed as references to such instrument as amended, re-enacted or replaced from time to time. The expressions "including", "includes" and "in particular" shall be construed as being by way of illustration or emphasis only and shall not be construed as, nor shall they take effect as, limiting the generality of any preceding words.

The Contractor shall perform for and on behalf of the Company the services described hereinbelow, consisting of [Detailed Description of Services to be Rendered], together with such ancillary tasks and functions as may reasonably be required for the proper and complete performance thereof (collectively, the "Services").

The Services shall be performed with the degree of skill, care, diligence and professionalism customarily expected of a competent and experienced professional engaged in the provision of services of a similar nature, and in conformity with the specifications, requirements and standards communicated by the Company in writing from time to time.

The Services shall be rendered principally at the Contractor's own location, premises or home office, and the Contractor shall provide, at the Contractor's own cost and expense, all tools, equipment, software, materials, workspace and utilities necessary for the proper performance of the Services, save as otherwise expressly agreed in writing by the Parties.

The Contractor shall determine the method, means, manner, hours and sequence of performance of the Services, provided that such determination shall not derogate from the Contractor's obligation to meet the agreed Milestones, deadlines, specifications and quality standards set forth herein or otherwise communicated by the Company.

The Contractor may be required, from time to time and subject to prior written notice from the Company, to attend meetings, consultations or presentations at such locations and by such means (including virtual or remote means) as may reasonably be designated by the Company, and the Contractor shall use reasonable endeavours to accommodate such requests.

Any material modification, extension or alteration of the Scope of Services shall be effected only by means of a written amendment duly executed by authorized representatives of both Parties, specifying the nature of the modification and the corresponding adjustments to the Fees, Milestones and timeline, if any.

The Contractor shall not be obligated to perform any services, tasks or functions falling outside the Scope of Services as expressly defined herein, and any such additional services shall be subject to separate negotiation and written agreement between the Parties, including without limitation the determination of additional remuneration.

The Fees payable to the Contractor hereunder are inclusive of all ordinary costs and overheads incidental to the performance of the Services, including without limitation the costs of the Contractor's workspace, utilities, communications, office supplies and standard equipment.

Notwithstanding the foregoing, the Company shall reimburse the Contractor for all reasonable, documented and pre-approved out-of-pocket expenses actually incurred by the Contractor in the course of performing the Services, including without limitation travel undertaken at the Company's request, accommodation, specialized materials and third-party services, provided that such expenses have been authorized in writing by the Company in advance.

Any single expense item exceeding [Amount] [Currency], or any aggregate expenses exceeding [Amount] [Currency] in any calendar month, shall require the prior written approval of the Company, which approval shall not be unreasonably withheld, delayed or conditioned.

The Contractor shall submit claims for reimbursement of expenses together with the relevant invoice, accompanied by original or electronically scanned receipts, invoices and such other supporting documentation as the Company may reasonably require to verify the nature, amount and purpose of the expenditure.

Reimbursable expenses shall be settled by the Company in the same manner and within the same timeframe as the payment of Fees in accordance with this Agreement, without any set-off, deduction or counterclaim save as may be required by applicable law.

The Company shall not be liable to reimburse any expenses incurred without prior written authorization, nor any expenses that are extravagant, unreasonable or unrelated to the proper performance of the Services, and the Contractor shall bear the risk of any such unauthorized expenditure.

Expenses denominated in a currency other than [Currency] shall be converted at the official exchange rate prevailing on the date the expense was incurred, and any bank charges, conversion fees or similar costs associated with such conversion shall be borne by the Company.

This Agreement shall commence on the Effective Date and, unless terminated earlier in accordance with the provisions hereof, shall remain in full force and effect until [End Date] or until the complete performance of all Services and payment of all Fees due hereunder, whichever occurs later (the "Term").

The Parties may extend the Term by mutual written agreement executed prior to the expiration of the then-current Term, specifying the duration of the extension, any revised Milestones and any corresponding adjustments to the Fees.

Time shall be of the essence with respect to the Milestones and delivery dates expressly agreed between the Parties in writing; provided, however, that any delay attributable to the Company, to force majeure, or to any other cause beyond the reasonable control of the Contractor shall operate to extend the relevant deadlines accordingly.

The Contractor shall commence performance of the Services on [Commencement Date] and shall diligently proceed with the performance thereof in a manner reasonably calculated to achieve the agreed Milestones within the agreed timeframes.

In the event that either Party is prevented, hindered or delayed in the performance of its obligations hereunder by reason of any event constituting force majeure, including without limitation acts of God, natural disasters, epidemics, pandemics, acts of government, war, civil unrest, strikes, or failures of telecommunications or utility infrastructure, the affected Party shall promptly notify the other Party in writing, and the performance of the affected obligations shall be suspended for the duration of such event.

If a force majeure event continues for a period exceeding [Number] consecutive days, either Party may terminate this Agreement by written notice to the other Party, in which event the Contractor shall be entitled to payment for all Services performed and Milestones achieved up to the effective date of termination.

The expiration or termination of this Agreement for any reason whatsoever shall not relieve either Party of any obligation that has accrued prior to such expiration or termination, nor of any obligation that by its nature is intended to survive termination.

In consideration of the proper and timely performance of the Services and the acceptance of the Deliverables by the Company, the Company shall pay to the Contractor Fees structured on a milestone basis, with each Milestone and the corresponding payment amount being as set forth in the following clauses.

Milestone 1 — [Description of Milestone 1]: upon completion and acceptance thereof, the Company shall pay to the Contractor the sum of [Amount] [Currency]. Milestone 2 — [Description of Milestone 2]: upon completion and acceptance thereof, the Company shall pay to the Contractor the sum of [Amount] [Currency]. Milestone 3 — [Description of Milestone 3]: upon completion and acceptance thereof, the Company shall pay to the Contractor the sum of [Amount] [Currency]. Additional Milestones, if any, shall be set forth and agreed in writing by the Parties.

The aggregate total Fees payable under this Agreement shall not exceed [Total Amount] [Currency], exclusive of any applicable taxes, duties, levies or reimbursable expenses which may be payable in addition thereto.

A Milestone shall be deemed completed upon delivery by the Contractor of the corresponding Deliverables to the Company. The Company shall, within [Number] days of receipt, either accept the Deliverables or notify the Contractor in writing of specific, reasonable grounds for non-acceptance; failing which, the relevant Deliverables and the corresponding Milestone shall be deemed accepted and the payment shall become due.

Where the Company notifies specific grounds of non-acceptance, the Contractor shall use reasonable endeavours to remedy the identified deficiencies within a reasonable period, following which the Deliverables shall be resubmitted for acceptance in accordance with the preceding clause.

All Fees are stated exclusive of any applicable value added tax, goods and services tax, sales tax or any similar indirect tax, which, where applicable, shall be charged in addition and payable by the Company upon receipt of a valid tax invoice.

Each Milestone payment, once accepted or deemed accepted, shall constitute an unconditional obligation of the Company to pay the corresponding sum to the Contractor, free from any right of set-off, counterclaim, retention or deduction, save as may be mandatorily required by applicable law.

The Contractor shall be solely responsible for the declaration, assessment and payment of all income taxes, social contributions, pension contributions and other personal fiscal liabilities arising out of the receipt of the Fees, and the Company shall have no obligation in respect thereof save as may be required by mandatory withholding provisions of applicable law.

The Contractor represents and warrants to the Company that the Contractor possesses the requisite skills, qualifications, experience and resources necessary to perform the Services in a professional and workmanlike manner, consistent with the highest standards of the Contractor's profession.

The Contractor further represents and warrants that the entry into and performance of this Agreement does not and will not conflict with, result in a breach of, or constitute a default under any other agreement, obligation or undertaking to which the Contractor is a party or by which the Contractor is bound.

The Contractor represents and warrants that the Deliverables shall be original, created by the Contractor, and shall not infringe, misappropriate or otherwise violate any intellectual property right, moral right, right of privacy or other proprietary right of any third party.

The Contractor represents and warrants that the Contractor holds, and shall maintain throughout the Term, all licenses, permits, registrations, authorizations and approvals required by applicable law for the lawful conduct of the Contractor's professional activities and the performance of the Services.

The Company represents and warrants to the Contractor that it is duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation, and has full corporate power and authority to enter into this Agreement and perform its obligations hereunder.

The Company represents and warrants that any materials, information, data, specifications or instructions provided to the Contractor for the purpose of enabling the performance of the Services are and shall be lawfully in the Company's possession and that the Company has all necessary rights to furnish the same to the Contractor.

Each Party represents and warrants to the other that the execution and delivery of this Agreement has been duly authorized by all necessary action and that this Agreement constitutes a legal, valid and binding obligation enforceable in accordance with its terms.

Except as expressly set forth in this Agreement, neither Party makes any representation or warranty of any kind, whether express or implied, and each Party hereby disclaims all other warranties to the fullest extent permitted by applicable law.

Upon completion and acceptance (or deemed acceptance) of each Milestone, the Contractor shall promptly issue to the Company a written invoice setting forth the Milestone to which the invoice relates, the corresponding Fee, any reimbursable expenses, applicable taxes, and the Contractor's bank or payment details.

Each invoice shall be delivered to the Company at the address or electronic mail address designated for such purpose and shall be accompanied by such supporting documentation as may reasonably be required to substantiate the amounts invoiced.

Payment of each duly issued and undisputed invoice shall be made by the Company to the Contractor on receipt of the invoice, by wire transfer or other means of electronic funds transfer to the bank account designated by the Contractor in writing.

Any bank charges, intermediary bank charges or similar costs associated with the remittance of payment to the Contractor shall be borne exclusively by the Company, and the net amount received by the Contractor shall be equal to the gross amount invoiced.

In the event that the Company disputes any portion of an invoice, the Company shall, within [Number] days of receipt of the invoice, notify the Contractor in writing specifying the amount in dispute and the detailed grounds therefor; the undisputed portion shall be paid in accordance with this Agreement without delay.

Any sum not paid when due shall bear interest from the due date until the date of actual payment at a rate equal to [Number] percent per month or the maximum rate permitted by applicable law, whichever is lower, together with reasonable costs of recovery including legal fees.

The Contractor shall have the right to suspend performance of the Services, without liability, upon [Number] days' prior written notice to the Company in the event that any undisputed invoice remains unpaid beyond its due date, and such suspension shall not constitute a breach of this Agreement by the Contractor.

All payments shall be denominated and made in [Currency], unless otherwise expressly agreed in writing between the Parties.

The Parties hereby acknowledge, declare and agree that the Contractor is engaged by the Company as an independent contractor and not as an employee, agent, partner, joint venturer or representative of the Company, and nothing contained in this Agreement shall be construed to create any such relationship between the Parties.

The Contractor shall perform the Services autonomously and shall retain full discretion as to the manner, method, means and schedule of performance thereof, subject only to the agreed Milestones, specifications and quality standards.

The Contractor shall not, by virtue of this Agreement, be entitled to participate in or receive the benefit of any employee benefit plan, pension, insurance, paid leave, severance pay, bonus, or any other benefit of any kind that the Company may provide to its employees.

The Contractor shall be solely responsible for the payment of all income taxes, social security contributions, pension contributions, health insurance premiums, professional liability insurance and any other charges or contributions arising from the Contractor's status as an independent contractor, and shall indemnify the Company against any claims by any taxing authority or social security body relating thereto.

The Contractor shall have no authority to bind the Company, to enter into any contract or commitment on behalf of the Company, to incur any liability on behalf of the Company, or to make any representation or warranty on behalf of the Company, save with the express prior written authorization of the Company.

The Contractor shall be entitled to perform services for other clients and customers during the Term, provided that the performance of such other engagements does not materially impair the Contractor's ability to meet the Milestones and obligations under this Agreement, and does not create a direct conflict of interest with the Company.

The Parties shall conduct themselves consistently with the independent contractor relationship established hereunder, including in their dealings with tax authorities, social security bodies and third parties, and neither Party shall make any representation inconsistent with such relationship.

The Contractor shall retain all right, title and interest in and to all intellectual property rights, including without limitation copyrights, patents, trade secrets, know-how and related rights, in and to the Deliverables and any works, inventions, materials or technologies created, developed or authored by the Contractor in the course of performing the Services.

Subject to full payment of all Fees due in respect of a given Deliverable, the Contractor hereby grants to the Company a non-exclusive, worldwide, royalty-free, perpetual, irrevocable license to use, reproduce, display, distribute, modify and create derivative works of such Deliverable solely for the Company's internal business purposes and for the purposes contemplated by this Agreement.

The license granted hereunder shall not include the right to sublicense, assign or transfer the Deliverables to any third party for resale, redistribution or commercial exploitation independent of the Company's internal business purposes, save with the Contractor's prior written consent.

The Contractor shall retain the right to use, reuse, modify and incorporate into other works any methodologies, techniques, tools, templates, know-how, skills, experience and generalized concepts developed, acquired or employed in the course of performing the Services, including such elements as may be embodied in the Deliverables.

Any pre-existing intellectual property owned by either Party and incorporated into the Deliverables shall remain the sole and exclusive property of that Party. To the extent the Contractor incorporates any pre-existing Contractor-owned material into a Deliverable, the Contractor hereby grants the Company a license to use such pre-existing material on terms coextensive with the license granted in respect of the Deliverable itself.

The Company shall not remove, alter or obscure any copyright notices, trademarks, proprietary legends or other markings affixed by the Contractor to the Deliverables, and shall reproduce such notices on all copies made.

Nothing in this Agreement shall be construed as transferring, assigning or otherwise conveying any ownership right in the Deliverables or the Contractor's intellectual property to the Company, and all rights not expressly licensed herein are reserved to the Contractor.

Upon reasonable request and at the Company's cost, the Contractor shall execute such further documents and perform such further acts as may reasonably be necessary to give effect to the license granted hereunder.

The Contractor shall perform the Services in a professional, diligent, efficient and workmanlike manner, in conformity with the standards of care and competence customary within the Contractor's profession.

The Contractor shall comply with all applicable laws, regulations, codes of practice and professional standards in the performance of the Services and in the conduct of the Contractor's activities under this Agreement.

The Contractor shall maintain regular communication with the Company regarding the progress of the Services, promptly notifying the Company of any material issues, delays, risks or circumstances that may affect the achievement of the Milestones or the quality of the Deliverables.

The Contractor shall not subcontract, delegate or assign the performance of any material portion of the Services to any third party without the prior written consent of the Company, which consent shall not be unreasonably withheld; any approved subcontracting shall not relieve the Contractor of any liability or obligation hereunder.

The Contractor shall maintain complete and accurate records of the Services performed, the Deliverables produced, the expenses incurred and such other matters as may be relevant to the performance of this Agreement, and shall retain such records for a period of not less than [Number] years following the termination of this Agreement.

The Contractor shall avoid any actual or potential conflict of interest with the Company and shall promptly disclose in writing any circumstance that may give rise to such a conflict, affording the Company the opportunity to assess the situation and determine appropriate measures.

The Contractor shall, at the Contractor's own cost, obtain and maintain throughout the Term such professional liability insurance, public liability insurance and other insurances as a prudent professional engaged in similar services would ordinarily maintain, and shall furnish evidence of such insurance to the Company upon reasonable request.

The Contractor shall at all times, both during the Term and following the expiration or termination of this Agreement, hold in the strictest confidence all Confidential Information of the Company and shall not disclose, publish, communicate or make available any such Confidential Information to any third party, nor use the same for any purpose other than the proper performance of the Services.

The Contractor shall apply to the Confidential Information at least the same degree of care that the Contractor applies to the Contractor's own confidential information of a similar nature, and in no event less than a reasonable degree of care, to prevent unauthorized disclosure, copying, use or dissemination thereof.

The obligations of confidentiality set forth herein shall not apply to information which: is or becomes publicly available otherwise than through breach of this Agreement; was lawfully in the Contractor's possession prior to disclosure by the Company; is lawfully received from a third party under no obligation of confidentiality; or is independently developed by the Contractor without reference to the Company's Confidential Information.

The Contractor may disclose Confidential Information to the extent required by applicable law, regulation, court order or governmental authority, provided that, to the extent legally permissible, the Contractor shall give the Company prompt prior written notice of such requirement and cooperate with the Company's reasonable efforts to seek a protective order or other appropriate remedy.

Upon the expiration or termination of this Agreement, or upon the earlier written request of the Company, the Contractor shall return to the Company or, at the Company's election, destroy all tangible and electronic materials containing Confidential Information in the Contractor's possession or control, save that the Contractor may retain one copy of such materials solely for archival, legal compliance or dispute resolution purposes.

The obligations of confidentiality set forth in this section shall survive the expiration or termination of this Agreement for a period of [Number] years, or indefinitely with respect to any Confidential Information constituting a trade secret under applicable law.

The Contractor shall promptly notify the Company in writing upon becoming aware of any unauthorized use, disclosure or loss of Confidential Information and shall cooperate with the Company in investigating and mitigating the consequences of such incident.

Each Party shall comply with all data protection and privacy laws applicable to it in connection with the performance of this Agreement, and shall implement and maintain such technical and organizational measures as are appropriate to protect any personal data processed in connection herewith.

To the extent that the Contractor processes personal data on behalf of the Company in the course of performing the Services, the Contractor shall do so only on the documented instructions of the Company and solely for the purposes of performing the Services.

The Contractor shall ensure that any persons authorized to process personal data have committed themselves to appropriate obligations of confidentiality and have received adequate training with respect to the handling of personal data.

The Contractor shall implement and maintain appropriate technical and organizational security measures, including without limitation access controls, encryption where appropriate, secure storage, and procedures for detecting and responding to security incidents, so as to safeguard personal data against accidental or unlawful destruction, loss, alteration, unauthorized disclosure or access.

The Contractor shall promptly notify the Company, and in any event without undue delay, upon becoming aware of any personal data breach affecting personal data processed on behalf of the Company, and shall provide reasonable cooperation and assistance to the Company in responding to such breach.

Upon the termination of this Agreement, or at any earlier time upon the written request of the Company, the Contractor shall, at the Company's option, return or securely delete all personal data processed on behalf of the Company and provide written confirmation thereof, save as required to be retained by applicable law.

The Parties shall, where legally required, enter into a separate data processing agreement setting forth the specific obligations of each Party in further detail, and in the event of any conflict between such agreement and this section, the data processing agreement shall prevail with respect to the matters addressed therein.

The Company shall indemnify, defend and hold harmless the Contractor from and against any and all claims, demands, suits, actions, proceedings, losses, damages, liabilities, costs and expenses (including reasonable attorneys' fees) arising out of or in connection with: any breach by the Company of its representations, warranties or obligations under this Agreement; any materials, information, data or instructions provided by the Company to the Contractor; the Company's use of the Deliverables beyond the scope of the license granted hereunder; or any negligence or willful misconduct of the Company or its personnel.

The Contractor shall indemnify the Company from and against claims by third parties arising directly out of a material breach by the Contractor of its express representations and warranties under this Agreement or out of the Contractor's gross negligence or willful misconduct, provided that the Contractor's aggregate liability under this indemnity shall not exceed the limitations set forth in the section governing limitation of liability.

The Party seeking indemnification (the "Indemnified Party") shall promptly notify the other Party (the "Indemnifying Party") in writing of any claim giving rise to a right of indemnification hereunder, provided that any delay in giving such notice shall not relieve the Indemnifying Party of its obligations hereunder except to the extent that it is materially prejudiced thereby.

The Indemnifying Party shall have the right to assume and control the defense and settlement of any such claim, with counsel of its own choosing, provided that the Indemnified Party may participate in the defense at its own expense with counsel of its choice.

The Indemnifying Party shall not settle, compromise or consent to the entry of any judgment with respect to any claim without the prior written consent of the Indemnified Party, unless such settlement provides for a full and unconditional release of the Indemnified Party and does not impose any non-monetary obligation upon the Indemnified Party.

The Indemnified Party shall provide reasonable cooperation and assistance to the Indemnifying Party in the defense of any claim, at the Indemnifying Party's expense, including by furnishing relevant documents, witnesses and information.

The indemnification obligations set forth in this section shall survive the expiration or termination of this Agreement.

Notwithstanding any other provision of this Agreement, in no event shall the Contractor be liable to the Company for any indirect, incidental, consequential, special, punitive or exemplary damages, including without limitation loss of profits, loss of revenue, loss of business opportunity, loss of goodwill or loss of data, whether arising in contract, tort (including negligence), strict liability or otherwise, even if the Contractor has been advised of the possibility of such damages.

The total aggregate liability of the Contractor to the Company under or in connection with this Agreement, whether arising in contract, tort (including negligence), breach of statutory duty, misrepresentation or otherwise, shall in no event exceed the total amount of Fees actually paid by the Company to the Contractor under this Agreement during the [Number] months immediately preceding the event giving rise to the claim.

The limitations and exclusions of liability set forth in this section shall apply to the fullest extent permitted by applicable law and shall survive the expiration or termination of this Agreement.

Nothing in this Agreement shall operate to exclude or limit the liability of either Party for: death or personal injury caused by its negligence; fraud or fraudulent misrepresentation; or any other liability which cannot lawfully be excluded or limited under applicable law.

The Company acknowledges and agrees that the limitations of liability set forth herein are reasonable and reflect the allocation of risk negotiated between the Parties, taking into account the nature of the Services, the Fees payable hereunder and the respective positions of the Parties.

Each Party shall take reasonable steps to mitigate any loss, damage or liability that it may suffer or incur in connection with this Agreement, and no Party shall be entitled to recover damages to the extent such damages could have been avoided through reasonable mitigation efforts.

No claim shall be brought by the Company against the Contractor in respect of any matter arising under or in connection with this Agreement unless the Company has given written notice of such claim to the Contractor within [Number] months after the Company became aware, or ought reasonably to have become aware, of the facts giving rise to such claim.

Either Party may terminate this Agreement for any reason, or no reason, by giving the other Party not less than [Number] days' prior written notice of termination.

Either Party may terminate this Agreement with immediate effect by written notice to the other Party in the event that the other Party commits a material breach of this Agreement and, where such breach is capable of remedy, fails to remedy the same within [Number] days after receipt of written notice specifying the breach and requiring its remedy.

The Contractor may terminate this Agreement with immediate effect by written notice to the Company in the event that the Company fails to pay any undisputed sum due hereunder and such failure continues for more than [Number] days after the due date, or in the event that the Company otherwise materially impedes the Contractor's ability to perform the Services.

Either Party may terminate this Agreement with immediate effect by written notice in the event that the other Party becomes insolvent, is unable to pay its debts as they fall due, enters into any arrangement with its creditors, has a receiver, administrator or liquidator appointed in respect of all or any of its assets, or ceases or threatens to cease carrying on business.

Either Party may terminate this Agreement in accordance with the provisions governing force majeure where a force majeure event has continued for the period specified therein.

The right of termination conferred by this section shall be without prejudice to any other right or remedy of the terminating Party under this Agreement or at law.

Notice of termination shall be given in writing in accordance with the section governing notices and shall specify the ground of termination and the effective date thereof.

Upon the expiration or termination of this Agreement for any reason:

The Contractor shall cease performance of the Services, save as reasonably necessary for an orderly wind-down of the engagement or as otherwise agreed between the Parties in writing.

The Company shall promptly pay to the Contractor all Fees in respect of Milestones completed and accepted (or deemed accepted) prior to the effective date of termination, together with all reimbursable expenses properly incurred up to such date; where termination occurs partway through a Milestone, the Company shall pay a pro rata amount reflecting the proportion of the Milestone work completed, as reasonably determined by the Contractor in good faith.

Each Party shall return to the other, or destroy at the other Party's option, all Confidential Information, documents, materials and property of the other Party in its possession or control, save as expressly permitted to be retained hereunder or by applicable law.

The license granted to the Company in respect of Deliverables for which full payment has been received shall survive termination in accordance with its terms; the Company shall acquire no license, right or interest in respect of any Deliverable for which payment has not been fully made, and the Company shall promptly cease all use of such unpaid-for Deliverables.

The provisions of this Agreement which by their nature are intended to survive termination, including without limitation the provisions relating to intellectual property, confidentiality, data protection, indemnification, limitation of liability, consequences of termination, notices, and governing law and dispute resolution, shall continue in full force and effect notwithstanding such termination.

Termination of this Agreement shall not affect any rights or obligations of the Parties that have accrued prior to the effective date of termination, and each Party shall retain all remedies available to it in respect of any antecedent breach by the other Party.

Neither Party shall be liable to the other for any loss, damage, cost or expense suffered or incurred by reason of the proper exercise by that Party of its right of termination in accordance with this Agreement.

All notices, requests, demands, consents, approvals and other communications required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been duly given when delivered personally, sent by reputable overnight courier, sent by registered or certified mail (return receipt requested), or transmitted by electronic mail with confirmation of receipt, in each case addressed to the Party at the address set forth below.

Notices to the Company shall be addressed to: [Company Name], attention [Contact Person], [Address], electronic mail [Email Address].

Notices to the Contractor shall be addressed to: [Contractor Name], [Address], electronic mail [Email Address].

Either Party may change its address or contact details for the purpose of notices by giving written notice to the other Party in accordance with this section, such change to take effect [Number] days after receipt of such notice.

Notices sent by personal delivery or overnight courier shall be deemed received upon actual delivery; notices sent by registered mail shall be deemed received on the fifth business day following dispatch; notices transmitted by electronic mail shall be deemed received on the business day of transmission, provided receipt is confirmed by the recipient or by an automated delivery confirmation.

Routine operational communications relating to the day-to-day performance of the Services may be exchanged by ordinary electronic mail or other means mutually agreed between the Parties, without being subject to the formal requirements set forth in this section.

This Agreement and all matters arising out of or in connection herewith, including its formation, validity, interpretation, performance, breach and termination, shall be governed by and construed in accordance with the laws of [Country], without reference to its conflict of laws principles.

The Parties shall use their respective good faith endeavours to resolve amicably any dispute, controversy or claim arising out of or in connection with this Agreement through negotiation between duly authorized representatives of the Parties.

Any dispute which cannot be resolved by negotiation within [Number] days of written notice thereof by one Party to the other shall, at the option of either Party, be submitted to mediation administered by a mutually acceptable mediator in [City, Country], with the costs of mediation to be shared equally between the Parties.

In the event that the dispute remains unresolved following mediation, or if the Parties fail to agree upon a mediator within a reasonable period, the dispute shall be finally resolved by binding arbitration conducted in [City, Country], in the [Language] language, by a sole arbitrator appointed in accordance with the rules of [Arbitration Institution], which rules are deemed to be incorporated by reference.

The award rendered by the arbitrator shall be final and binding upon the Parties and may be entered and enforced in any court of competent jurisdiction.

Notwithstanding the foregoing, either Party may at any time apply to any court of competent jurisdiction for interim or conservatory relief, including injunctive relief, to protect its rights pending the resolution of the dispute.

Each Party shall bear its own costs of participating in any dispute resolution proceedings, save that the arbitrator may, in rendering an award, allocate the costs of the arbitration (including reasonable attorneys' fees) between the Parties as the arbitrator deems just and equitable.

This Agreement, together with any documents expressly incorporated herein by reference, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, negotiations, representations and understandings, whether written or oral.

No amendment, modification, variation or supplement to this Agreement shall be effective unless made in writing and signed by duly authorized representatives of both Parties.

No waiver of any provision of this Agreement, or of any breach or default hereunder, shall be effective unless in writing and signed by the Party against whom such waiver is to be enforced; no such waiver shall constitute a waiver of any other provision, breach or default, whether similar or dissimilar.

Neither Party may assign, transfer, sublicense or otherwise dispose of this Agreement or any rights or obligations hereunder without the prior written consent of the other Party, save that either Party may assign this Agreement to a successor entity in connection with a merger, acquisition, reorganization or sale of substantially all of its assets, subject to written notice to the other Party.

If any provision of this Agreement is held by a court or tribunal of competent jurisdiction to be invalid, illegal or unenforceable, such provision shall be severed from this Agreement and the remaining provisions shall continue in full force and effect; the Parties shall negotiate in good faith to replace the severed provision with a valid provision reflecting as closely as possible the original intent of the Parties.

Nothing in this Agreement is intended to confer any right, benefit or remedy upon any person other than the Parties and their respective successors and permitted assigns.

This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument; signatures transmitted by electronic means (including scanned PDF or recognized electronic signature platforms) shall be deemed to have the same effect as original handwritten signatures.

The relationship between the Parties shall be that of independent contractors, and nothing in this Agreement shall be construed to create any partnership, joint venture, agency, employment or fiduciary relationship between them.

The headings and captions in this Agreement are inserted for convenience of reference only and shall not affect the construction or interpretation of this Agreement.