AGREEMENT WITH CONTRACTOR

Reference: «Referencia»

This Contractor Agreement (hereinafter the “Agreement”) is entered

into on «Fecha_de_entrada_en_vigor_de_la_declarac» (the
“Effective Date”), by and between One Capital Solutions LLC, a
limited liability company (LLC) with its principal place of business at 4
Hutton Centre #330, Santa Ana, CA 92707, United States (hereinafter
“Client”), and «Nombre» «Apellido»
and the email «Correo_Electrónico» (hereinafter “Contractor”). The
Client hereby establishes a service requirement as follows:

Client’s Need for Engagement

The Client states that hiring the Contractor meets a specific and
justified need for an external professional possessing the technical
and/or specialized skills required to carry out the activities described
in the Statement of Activities. This need arises from the nature of the
project, the volume and temporality of tasks, and the lack of internal
personnel with the necessary skills, making it essential to engage an
independent third-party provider.

Therefore, the Client has elected to enter into this Agreement with
the Contractor as an autonomous third party—not as an employee or
subordinate—for the performance of agreed services. Accordingly, the
Contractor shall not be subject to orders, direct supervision, or control
by Client personnel. While the Contractor may interact with such
personnel to fulfill their duties, this does not imply subordination nor
create an employment relationship between the parties.

Both parties agree that the Contractor will render services to the
Client in accordance with the terms and conditions of this Agreement.

1. SERVICES

1.1. Statements of Activities. From time to time, the Client and

Contractor may execute one or more Statements of Activities,
substantially in the form attached hereto as Exhibits, detailing the
specific services to be rendered by the Contractor (each, a
“Statement of Activities”). Each Statement of Activities shall expressly
reference this Agreement, form part of it, and be subject to its terms
and conditions. A Statement of Activities may only be amended by
written agreement signed by both parties.

1.2. Performance of Services. The Contractor shall perform the

services described in each Statement of Activities (the “Services”) in
accordance with the terms and conditions set forth therein and in this
Agreement. Unless otherwise agreed by the Client, the Contractor
shall determine, in its sole discretion, the manner and means by
which the Services are to be performed, provided that the Contractor
at all times complies with applicable law and any compliance policies
brought to the Contractor’s attention, insofar as applicable to
independent contractors.

1.3. Equipment and Facilities. Unless otherwise stated in a

Statement of Activities, the Contractor shall perform the Services at
the Contractor’s own offices or facilities, using the Contractor’s own
instruments, equipment, and tools. The Contractor shall determine
the timing, location, and sequence of performance of the Services in
accordance with any milestones and/or schedule set forth in a
Statement of Activities.

1.4. Subcontractors. The Contractor may appoint a suitably

qualified substitute in place of the original personnel and may
subcontract the Services, provided that the Client has given prior
written approval of the subcontractor and is satisfied that such
subcontractor has the skills, experience, and resources necessary to
perform the Services. The Contractor shall ensure that any substitute
or subcontractor is bound by the same obligations that apply to the
Contractor under this Agreement concerning confidentiality,
intellectual property, data protection, anti-bribery, anti-corruption,
and tax evasion. If required, the Contractor shall ensure that the
subcontractor or substitute signs direct commitments with the
Contractor relating to these obligations. The Contractor remains
bound by all obligations under this Agreement and shall invoice the
Client and be responsible for the compensation of any substitute or
subcontractor. The Contractor shall fully indemnify the Client for any
reasonable costs, claims, or expenses arising from the use of such
subcontractors, including the reasonable cost of any necessary
training or instruction for the subcontractor.

2. PAYMENT

2.1. Fees. As sole compensation for Services rendered, the Client

shall pay the Contractor the fees specified in each Statement of
Activities in accordance with the terms set forth therein and upon
Client’s acceptance of a properly issued invoice or billing statement,
in compliance with applicable laws of the parties. The Contractor
acknowledges and agrees that if so specified in a Statement of
Activities, the Client’s payment obligation is expressly contingent on
completion of the Services or achievement of certain milestones to
the Client’s reasonable satisfaction. The Contractor is solely
responsible for all taxes and social security contributions in Colombia
with respect to gross fees received, where applicable.

2.2. Taxes on Payment. The Contractor shall be responsible for all

applicable taxes, including value-added tax (VAT), on the fees agreed
in each Statement of Activities. If tax rates increase or new taxes are
imposed under Colombian law, the agreed fees in each Statement of
Activities shall not be modified or increased for the Client. Depending
on the tax residence of the parties, the Client may be required to
make withholding deductions. The Contractor shall have no
entitlement to amounts deducted and may—or may not—use withheld
amounts as a tax credit, depending on its tax residence; the Client
makes no representation regarding this matter. “Taxes” includes all
present or future taxes, levies, charges, deductions, withholdings
(including complementary withholdings), contributions, duties or
other charges imposed by any government, including any interest,
penalties or fines.

2.3. Payment Conditions. Payment terms shall be set forth in the

Statement of Activities. The parties shall use commercially reasonable
efforts to promptly resolve any payment dispute. For the Client to
make payment, if the Contractor is resident in Colombia, the
Contractor must submit, along with its invoice or billing statement,
evidence of payment of social security contributions by the Contractor
and/or its employees to the Colombian Social Security System. If such
evidence is not submitted, the Client may refrain from payment of the
invoice or billing statement without constituting a breach by the
Client.

2.4. Payment Agent. The Client acknowledges that the Contractor

has designated Bitwage, Inc., a Delaware-registered company with its
registered office at 244 California Street, Suite 607, San Francisco,
CA 94111, United States (“Bitwage”) as the Contractor’s limited
payment agent to facilitate receipt of payments from the Client for
services provided under this Agreement and any Statement of
Activities, through a payment method supported by Bitwage or one of
its Payment Service Providers, and to disburse such payments to the
Contractor.

If both the Client and the Contractor are tax residents or domiciled in
Colombia, they understand that fee payments must be made
exclusively in Colombian Pesos (COP) in accordance with Colombian
foreign exchange regulations.

2.5. Payment Method Requirements. The Client agrees to make

all payments to the Contractor using one of the payment methods
supported by the Bitwage platform. Both parties represent and
warrant that they have carefully read, understood, and accepted the
Bitwage platform’s terms and conditions available at Bitwage’s
website. In the event of a conflict between this Agreement and
Bitwage’s Terms and Conditions, this Agreement shall prevail.
Acceptance of Bitwage's Terms and Conditions by each party is a
precondition to the execution of this Agreement.

3. RELATIONSHIP BETWEEN THE PARTIES

3.1. Independence. The Contractor’s relationship with the Client is

that of an independent contractor providing services, not that of an
employee, agent, or partner of the Client. The Contractor shall not be
entitled to any employee benefits under applicable law or provided to
the Client’s employees, including retirement or pension benefits,
social security contributions, bonuses, profit-sharing, vacation,
holiday or sick pay, insurance, or any end-of-service benefits.

3.2. Autonomy. In performing this Agreement, the Contractor acts

independently with technical, financial, and administrative autonomy;
no employment or subordination relationship arises between the
Contractor (or its employees) and the Client. Accordingly, the
Contractor and its employees are not subject to labor-derived
regulations or procedures because they are not employees, and this
Agreement does not create an employment relationship.

3.3. No Employment Liability. Both Parties expressly agree that

this Agreement shall not create any employment or labor-related
liability for the Client in connection with the Contractor’s performance
of services.

3.4. No Authority. The Contractor shall have no authority to bind

the Client or incur obligations on its behalf without the Client’s prior
written consent. The Contractor is not and shall not be considered an
employee, agent, partner, or assignee of the Client, and shall make
clear its lack of authority in dealings with third parties.

3.5. Contractor Obligations. This Agreement is a service-provision

contract, not an employment contract; therefore, the Contractor alone
is responsible for: (a) paying all taxes, wages, benefits, national
insurance premiums, social security contributions, withholding taxes,
labor indemnities, unemployment or disability insurance, retirement
or pension benefits, and any other liability, deduction, contribution,
assessment or claim associated with providing the Services as
required by any governmental authority; and (b) complying with all
applicable self-employment or business requirements under
Colombian law or another relevant jurisdiction. The Contractor shall
report all compensation received under this Agreement to applicable
government agencies as income. The Contractor shall ensure that
none of its employees represent themselves as employed by or
authorized on behalf of the Client, or attempt to claim any
employment or other relationship with the Client.

3.6. Liability and Indemnity. The Contractor shall be liable for, and
shall indemnify the Client from, any loss, liability, costs (including
reasonable attorneys’ and professional fees), penalties, damages, and
expenses arising from any breach of this Agreement or any applicable
Statement of Activities (including data protection provisions) by the
Contractor or any subcontractor engaged by the Contractor—or any
other wrongful act or omission by the Contractor or on its behalf. The
Contractor shall maintain appropriate insurance policies in force. The
Contractor acknowledges that the Client will not obtain liability
insurance on the Contractor’s behalf and shall promptly provide
copies of such policies upon reasonable request.

3.7. Contractor Indemnification. The Contractor shall indemnify

and hold harmless the Client from all damages, liabilities, losses,
penalties, fines, regulatory obligations, costs and expenses (including
reasonable attorneys’ and other professionals’ fees) arising from any
government or judicial authority imposing obligations on the Client to
pay withholding taxes, social security, unemployment or disability
insurance, employee retirement and/or pension benefits or similar in
connection with compensation paid to the Contractor under this
Agreement. If the Contractor violates applicable law relating to this
Clause 3.7, the Contractor shall indemnify the Client in respect of:

A. Payment of all taxes, foreign exchange, wages, benefits, national

insurance premiums, social security contributions, withholding taxes,
labor indemnities, unemployment and disability insurance, retirement
and pension benefits, and any other liability, deduction, contribution,
assessment, or claim arising from providing the Services, including
reasonable client-incurred costs, expenses, penalties, fines, or
interests, unless recovery is prohibited by law, or unless the
Contractor’s failure to pay is directly caused by the Client’s
negligence or intentional misconduct; and

B. Any liability arising from any employment-related claim by the

Contractor or its subcontractors against the Client arising out of or
related to the provision of Services.

3.8. Set-Off; Withholding. The Client may, at its discretion, satisfy

any indemnity obligations under Clause 3.8 (in whole or in part) by
deducting from any payment due to the Contractor. If the Contractor
fails to comply with obligations regarding social security
contributions, taxes, payments to third parties, or other requirements
under this Agreement, the Client may withhold invoices or billing
statement payments until obligations are fulfilled. Such withholding
shall not constitute a breach by the Client.

3.9. No Expectation of Renewal. The Contractor acknowledges

that it has no expectation of renewal of this Agreement at contract
expiry, and any statement regarding renewal shall not be binding
unless in writing and signed by both parties.

4. INTELLECTUAL PROPERTY

4.1. Work Disclosure. As part of providing the Services, the

Contractor shall disclose in writing to the Client all inventions,
products, designs, drawings, notes, documents, information,
documentation, improvements, authored works, processes,
techniques, know-how, algorithms, specifications, biological or
chemical specimens or samples, hardware, circuits, software,
databases, user interfaces, coding techniques, and other materials of
any kind conceived, developed, acquired or practiced—alone or jointly
—by or on behalf of the Contractor during the term of this Agreement
that relate to or arise from the Services (collectively, the “Contractor
Work Product”). Contractor Work Product includes all deliverables that
the Contractor has committed to provide.

4.2. Ownership. Contractor agrees that all Contractor Work Product

shall be the sole and exclusive property of the Client. Contractor
irrevocably assigns all rights, title, and interest in such Work Product
—including global patent rights (applications and disclosures),
copyrights, mask work rights, trademarks, trade secret rights,
know-how, and all other intellectual property rights—to the Client. The
Contractor shall, at the Client’s expense, assist in any way and
execute documents as reasonably requested for the Client to acquire,
perfect, maintain, and enforce such Intellectual Property. Contractor
appoints Client personnel as its proxies to execute documents on its
behalf for this limited purpose, and agrees to execute a separate
power of attorney if requested. Contractor shall not register any
trademark, patent, trade name, slogan, or trade sign created or
developed during or in connection with the Services.

4.3. Moral Rights. To the maximum extent permitted by applicable

law, Contractor irrevocably transfers and waives all Moral Rights in
and relating to any Contractor Work Product (defined as any rights to
claim authorship, object to derogatory treatment, withdraw or control
publication or distribution, and similar rights). If a waiver is not valid
under Colombian law, Contractor grants the Client a worldwide,
perpetual, royalty-free license to exercise such Moral Rights.

4.4. Related Rights. If Contractor owns or controls any intellectual

property right (“Related Rights”) that could prevent or interfere with
the Client’s use of assigned rights hereunder, Contractor grants Client
a non-exclusive, royalty-free, irrevocable, perpetual, worldwide,
transferable (with right to sublicense) license to use, make, offer to
sell, sell, import, copy, modify, create derivative works, distribute,
sublicense, display, execute, and transmit any materials covered by
such Related Rights necessary for the Client to exercise its assigned
rights under this Agreement.

4.5. No Additional Compensation. Contractor acknowledges that,

except as expressly provided herein, no further fees or compensation
are due beyond those described in this Agreement for fulfilling the
obligations under this Section 4.

4.6. Full Exercise of Rights by Client. Nothing in this Agreement

shall prevent the Client from exercising any rights or privileges as
sole and exclusive owner of any Intellectual Property assigned or
belonging to the Client. The Client may elect not to file for patent or
copyright protection, maintain confidentiality, abandon, or dedicate
such Intellectual Property to the public. Contractor shall not exercise
any rights regarding Intellectual Property owned by the Client or
assigned hereunder.

4.7. Exploitation. If any part of the Services or Intellectual Property

incorporates or depends on technology or rights owned or licensed by
the Contractor and not assigned to the Client, and cannot otherwise
be fully exploited without infringing such third-party rights
(“Exploitation”), Contractor grants Client and its successors a
perpetual, irrevocable, worldwide, royalty-free, non-exclusive,
sublicensable license to fully exploit and exercise such technology
and rights in support of Client’s exercise or exploitation of the
Services, Intellectual Property, or any works or information provided
under this Agreement, including modifications or derivatives thereof.

5. CONFIDENTIAL INFORMATION

5.1. Definition of Confidential Information. For the purposes of

this Agreement, all information provided by the Client to the
Contractor, whether or not marked as "confidential," all information
related to the Services provided by the Contractor, all of the
Contractor's Work Product, the Client’s Intellectual Property, this
Agreement, and all information related to the Client’s business,
including, without limitation, the Client's identity, shall be deemed
and treated as strictly confidential and non-public information
("Confidential Information"), unless and until the Client specifically
authorizes the Contractor in writing to treat such information as
public. Unless specifically required by law, the Contractor may
disclose Confidential Information only with the prior written consent of
the Client. The Contractor shall have no authority to disclose
Confidential Information except as provided in this section.
Information that is already publicly available (except as a result of the
Contractor's breach of these provisions) shall not be considered
Confidential Information.

5.2. Economic Value of Confidential Information. The Contractor

acknowledges that the Confidential Information has independent
economic value, actual or potential, that is not generally known to the
public or to other persons who could obtain economic value from its
disclosure or use, and that the Confidential Information is subject to
reasonable efforts by the Client to maintain its secrecy and
confidentiality. Unless essential for the Contractor's obligations under
this Agreement, the Contractor shall not disclose any information
related to this Agreement, its terms, or the Confidential Information.
Unless essential for the Contractor's obligations under its relationship
with the Client, the Contractor shall not make any duplication or other
copy of the Client's Confidential Information.
5.3. Non-Use and Non-Disclosure. The Contractor shall not use the
Client’s Confidential Information, during or after the term of this
Agreement, for any purpose other than providing the Services on
behalf of the Client. The Contractor shall not disclose, reveal, or
communicate any Confidential Information obtained or created under
this Agreement to any federal, state, or local government agency or
entity, nor to any other person or entity, public or private, without (i)
the express prior written authorization of the Client, or (ii) a judicial or
administrative order requiring such disclosure. In the event the
Contractor believes that under applicable law it is required to disclose
the Client’s Confidential Information, or receives a subpoena, court
summons, or court or administrative order requiring the disclosure of
Confidential Information, the Contractor shall, prior to making such
disclosure, immediately notify the Client in writing and, in accordance
with the Client’s instructions, shall respond to, appeal, or challenge
such subpoena or order, and shall fully cooperate with the Client to
respond to, appeal, or challenge any such subpoena or order;
provided that this Section 5.3 shall not apply where the Contractor is
legally required to disclose the Client’s Confidential Information
without notice to the Client. Neither the Contractor nor its related
entities, subcontractors, or their respective employees shall disclose
any Confidential Information to third parties, nor use or allow the use
of any Confidential Information to promote any private interest other
than as contemplated under this Agreement. The Contractor shall
take appropriate measures to ensure the confidentiality and
protection of all Confidential Information and to prevent its improper
disclosure or use by the Contractor or its subcontractors or their
respective employees or related entities. The Contractor’s obligations
under this Section shall survive the expiration or termination of this
Agreement.

5.4. Confidential Information of Prior or Concurrent

Clients. The Contractor agrees that, during the term of this
Agreement, it shall not use, disclose, or induce the Client to
improperly use any confidential information of third parties, including
but not limited to prior or concurrent clients of the Contractor. The
Contractor shall not introduce any confidential information belonging
to third parties into the Client’s premises or devices. The Contractor
shall indemnify and hold the Client harmless from any claim, liability,
damage, and expense (including reasonable attorneys' fees, costs,
and expenses) arising out of or related to any violation or alleged
violation of third-party rights resulting, in whole or in part, from the
Client’s use of such third-party confidential information by the
Contractor in connection with the performance of the Contractor’s
obligations under this Agreement.

5.5. Third-Party Confidential Information. The Contractor

acknowledges that the Client has received and may in the future
receive confidential information from third parties that the Client is
obligated to keep confidential and to use only for certain limited
purposes. The Contractor agrees: (a) that the Contractor owes the
Client and such third parties a duty, during and after the term of this
Agreement, to maintain all such confidential or proprietary
information in the strictest confidence; (b) to treat such third-party
confidential information as if it were the Client’s Confidential
Information; and (c) not to disclose it to any person, firm, corporation,
or other entity or use it except as necessary to perform the Services
for the Client in accordance with the Client’s agreement with such
third party.

5.6. Return of Materials. All documents and other tangible objects

containing or representing Confidential Information and all copies
thereof in the Contractor’s possession shall be and remain the
property of the Client, and the Contractor shall promptly return such
Confidential Information and all copies thereof (including electronic
copies) to the Client upon the termination and/or expiration of this
Agreement or upon the Client’s request, whichever occurs first. The
Contractor shall not retain any copy of the aforementioned materials,
and once returned in full to the Client, the Contractor shall delete or
destroy any remaining copies in its possession.

6. DATA PROTECTION

6.1. To the extent the nature of the Services requires the Contractor
to process Personal Data (as defined below), the Contractor shall
process (and shall ensure that any subcontractor processes) all
Personal Data in accordance with, where and as applicable, the
European Union General Data Protection Regulation 2016/679
("GDPR"), the California Consumer Privacy Act ("CCPA"), the UK Data
Protection Laws, and all other applicable data protection laws,
including Colombian Law 1581 of 2012 on Data Protection and its
various regulations (collectively, the "Data Protection Laws").
"Personal Data" shall have the meaning set out in Article 4 of the
GDPR, or as otherwise defined under the laws of any jurisdiction
applicable to this Agreement related to the protection of Personal
Data.

6.2. The Contractor shall fully comply with all reasonable instructions
from the Client and on the Client’s behalf regarding the processing of
such Personal Data. The parties shall immediately notify each other in
the event of any suspected or confirmed data breach, unauthorized or
unlawful processing, loss, destruction, or damage of Personal Data
processed by either party in connection with the Services provided by
the Contractor. To the extent the Services involve software
development, the Contractor shall develop the software in accordance
with the Data Protection Laws.

6.3. Without limiting the generality of this clause regarding data

protection, the Contractor shall, and warrants that its subcontractors
and employees shall:
A. Fully cooperate with the Client to enable the Client to comply with
its obligations under the Data Protection Laws (including in relation to
subject access requests, security, breach notifications, privacy impact
assessments, and consultations with the supervisory authority or
regulators);
B. Implement and maintain appropriate technical and organizational
measures against unauthorized or unlawful processing of Personal
Data and against accidental loss or destruction of, or damage to,
Personal Data;
C. Process any Personal Data disclosed to the Contractor by or on
behalf of the Client solely (i) for the purposes of providing the
Services; and (ii) for the purposes for which such Personal Data was
obtained and is processed by the Client;
D. Promptly provide evidence of compliance by the Contractor with its
obligations under the Data Protection Laws as may be reasonably
requested by the Client from time to time; and
E. Immediately upon receiving notice from the Client, take all
necessary steps to enable the Client to properly fulfill any data
subject request related to access to, rectification, or deletion of
Personal Data.

6.4. The Contractor understands and agrees that the Client may, at
its sole discretion, monitor the Contractor's use of the Client’s
communication systems (including email supplied by the Client,
telephone, mobile phone, and computer communication) to oversee,
prevent, detect, or investigate any potential unauthorized use of the
Client's communication systems, misconduct, or noncompliance with
the Client's practices and procedures by the Contractor, its
employees, and subcontractors.

6.5. The Client shall collect and process the Contractor's Personal
Data in accordance with its privacy notice and applicable law.

7. WARRANTIES

7.1. Absence of Pre-Existing Obligations. The Contractor

represents and warrants that the Contractor (and any subcontractor)
has no pre-existing obligations or commitments (and shall not assume
or undertake any obligations or commitments) that would conflict
with or hinder the Contractor’s performance under this Agreement.

7.2. Standard of Performance and Compliance. The Contractor

agrees that it (and any subcontractor) shall perform the Services
diligently and professionally, in accordance with high industry and
professional standards, by individuals with the training, background,
experience, technical knowledge, and skills necessary to perform the
Services. Any deviation in the quality of the Services shall be
remedied by the Contractor upon written notice from the Client. The
Contractor (and shall ensure that any subcontractor):
A. Complies with all applicable laws, regulations, codes, and sanctions
relating to anti-bribery and corruption;
B. Immediately informs the Client of any request or demand for any
undue financial or other advantage received in connection with the
execution of this Agreement;
C. Shall not engage in any activity, practice, or conduct that could
constitute an offense of facilitating tax evasion or foreign tax evasion;
D. Promptly informs the Client of any third-party request or demand
to facilitate tax evasion or any suspicion of tax evasion or facilitation
of tax evasion, whether under local or foreign law, in connection with
this Agreement;
E. Complies with all laws and policies notified to the Contractor
regarding the prohibition of discrimination, harassment, and bullying;
F. Complies with all commercial / social security / tax / immigration
laws applicable to this Agreement;
G. Complies with all applicable foreign exchange regulations;
H. Bears and is solely responsible for the payment of all taxes, fees,
duties, governmental charges, and any assessments imposed by any
authority with respect to the Services under this Agreement, including
but not limited to value-added tax (VAT), withholding taxes, income
tax, and any related penalties and interest arising from fees paid by
the Client to the Contractor under this Agreement;
I. Registers with the General Social Security System and submits
monthly proof of registration and payment of obligations to the
General Social Security System, in strict compliance with applicable
regulations; and
J. When requested, certifies in writing to the Client its compliance
with this clause.

7.3. Non-Infringement. The Contractor represents and warrants

that the Contractor's Work Product does not and will not infringe or
misappropriate any third-party property rights, including, without
limitation, Intellectual Property Rights or rights of privacy or publicity,
except to the extent any portion of the Work Product is created,
developed, or supplied by the Client or a third party on behalf of the
Client.

7.4. Competitive Activities. The Client acknowledges that the

Contractor provides services to other clients. Notwithstanding the
foregoing, the Contractor agrees that during the term of this
Agreement, it shall not engage in or provide services, directly or
indirectly, to any business that competes with the types and classes
of businesses conducted by the Client without the Client’s prior
written consent; provided that this Section 7.4 shall not apply where
prohibited by law.

8. TERM AND TERMINATION

8.1. Term. This Agreement shall begin on the Effective Date and
shall continue until terminated by either Party in accordance with this
Section 8.

8.2. Termination for Convenience. Either Party may terminate this

Agreement at any time, for any reason, with or without cause, by
providing the other Party at least thirty (30) days' prior written notice.
The termination shall not affect any obligations accrued up to the
effective date of termination.

8.3. Termination for Cause. Either Party may terminate this

Agreement immediately by written notice if the other Party:

A. Commits a material breach of this Agreement and does not

remedy it within fifteen (15) days after receiving written notice of
such breach;
B. Becomes insolvent or is unable to pay its debts as they become
due;
C. Enters into liquidation or is subject to any similar insolvency
proceeding; or
D. Engages in conduct that causes or is likely to cause serious harm
to the reputation or business of the other Party.

8.4. Effects of Termination. Upon termination of this Agreement

for any reason:

A. The Contractor shall promptly return to the Client all documents,

records, materials, or Confidential Information (as defined herein)
belonging to the Client;
B. The Client shall pay the Contractor any undisputed fees for
Services performed up to the date of termination, provided that the
Contractor submits proper documentation and reports as requested;
C. The Contractor shall immediately cease performing Services under
this Agreement;
D. The provisions of this Agreement that by their nature are intended
to survive termination shall remain in effect (including but not limited
to provisions regarding Confidentiality, Intellectual Property,
Warranties, Indemnification, and Limitation of Liability).

9. LIMITATION OF LIABILITY.

9.1. Nothing in this Agreement shall exclude or limit either party’s

liability for losses suffered by the other party as a result of: death or
personal injury caused by willful misconduct or gross negligence of
the other party or its employees, affiliates, or subcontractors; fraud or
fraudulent misrepresentation by either party; a contractor’s breach of
the non-infringement warranty set forth in Section 7.3; or either
party’s breach of applicable law.
9.2. Subject to the foregoing provisions, neither party shall be liable
in contract, tort (including, without limitation, negligence), pre-
contractual or otherwise (except for fraudulent misrepresentation), or
in any other way arising out of or in connection with this Agreement
for: (a) any economic loss (including, without limitation, loss of
revenue, profits, contracts, data, business, anticipated savings, or
cost of substitute services); (b) any loss of goodwill or reputation; or
(c) any special, indirect or consequential loss suffered or incurred by
either party arising out of or in connection with the provisions of, or
any matter under, this Agreement; whether or not such losses were
within the contemplation of the parties on the Effective Date.

IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY SPECIAL,

INCIDENTAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES
OF ANY KIND IN CONNECTION WITH THIS AGREEMENT, EVEN IF THAT
PARTY HAS BEEN ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH
DAMAGES. EXCEPT AS OTHERWISE PROVIDED IN THIS SECTION 9,
EACH PARTY’S MAXIMUM LIABILITY SHALL NOT EXCEED THE
UNDISPUTED OUTSTANDING BALANCES OWED TO THE CONTRACTOR.

10. GENERAL.

10.1. Assignment. The Contractor may not assign, transfer, or

delegate this Agreement or any of the Services, in whole or in part,
without the Client’s prior express written consent. Any attempt to
assign or transfer this Agreement without such consent shall be void.
Notwithstanding the foregoing, this Agreement shall be binding upon
and benefit the parties and their respective successors and assigns.

10.2. No Election of Remedies. Unless expressly stated in this

Agreement, the Client’s exercise of any actions set forth in this
Agreement shall not be deemed an election of remedies and shall be
without prejudice to other actions provided in this Agreement or
available by law, equity, or other means.

10.3. Equitable Relief. The Client shall be entitled to enforce this

Agreement and any of its provisions through injunctive relief, specific
performance, or other equitable remedy, to the extent permitted by
applicable law, without having to post bond or other security, in
addition to any other remedies the Client may have for breach of this
Agreement at law or otherwise.

10.4. Attorney’s Fees. If any action is necessary to enforce the

terms of this Agreement, the substantially prevailing party shall be
entitled to reasonable attorneys’ fees, costs, and expenses, in
addition to any other relief to which such prevailing party may be
entitled.

10.5. GOVERNING LAW AND JURISDICTION. THIS AGREEMENT

SHALL BE GOVERNED BY AND INTERPRETED IN ACCORDANCE WITH
THE LAWS OF THE STATE OF CALIFORNIA, UNITED STATES,
EXCLUDING ITS BODY OF LAW GOVERNING CONFLICTS OF LAW. ANY
LEGAL ACTION OR PROCEEDING ARISING UNDER THIS AGREEMENT
SHALL BE CONDUCTED EXCLUSIVELY IN THE COURTS LOCATED IN
CALIFORNIA, U.S.A., AND THE PARTIES IRREVOCABLY CONSENT TO
THE PERSONAL JURISDICTION AND VENUE THEREOF.

10.6. Severability. If any provision of this Agreement is found to be

invalid or unenforceable by a court of competent jurisdiction, the
remaining provisions shall remain in full force and effect, and the
affected provision shall be interpreted so as to be enforceable to the
maximum extent permitted by law.

10.7. Waiver. The failure of either party to enforce any provision of

this Agreement shall not constitute a waiver of such provision or of
any other provision in the future.

10.8. Notices. All notices required or permitted under this

Agreement shall be in writing, shall reference this Agreement, and
shall be deemed delivered when sent by email. Such notices shall be
sent to the email addresses listed above or to any other email
address either party designates to the other in accordance with this
Section 10.8.

10.9. Entire Agreement. This Agreement, together with all

Statements of Work, constitutes the complete and exclusive
understanding and agreement of the parties with respect to its
subject matter and supersedes all prior understandings and
agreements, whether written or oral, regarding its subject matter.
Each party acknowledges that in entering into this Agreement it does
not rely on any statement, representation, assurance, or warranty
that is not set out in this Agreement (including any Statement of
Work). No term in any Statement of Work shall be deemed to modify
the terms of this Agreement unless a Statement of Work refers to a
specific provision of this Agreement and states that the Statement of
Work modifies only that specific provision and only with respect to the
Services performed under that Statement of Work. Any waiver,
modification, or amendment of any provision of this Agreement shall
be effective only if made in writing and signed by the parties. Each
party agrees that it shall have no right to claim for innocent or
negligent misrepresentation based on any provision of this
Agreement.

10.10. No Partnership. This Agreement does not create a

partnership or joint venture relationship.

10.11. Counterparts. This Agreement may be executed in

counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.
10.12. Amendments. This Agreement may only be amended by a
written agreement signed by the parties against whom enforcement
of such amendment is sought.

10.13. Third-Party Rights. The parties do not intend for any term of
this Agreement to be enforceable by anyone who is not a party to this
Agreement.

10.14. Electronic Signatures. Except where prohibited by law, the

parties consent to using electronic signature services to execute this
Agreement and agree that such signatures are valid and binding upon
the parties.

11. FORCE MAJEURE.

Except with respect to payment obligations under this Agreement,

neither party shall be liable or deemed to be in breach of this
Agreement for failing to perform its obligations under it due to a
cause beyond its control, including any act of God, public or terrorist
enemy, act of any military, civil, or regulatory authority, change in
any law or regulation, fire, flood, earthquake, storm, or other similar
event, disruption or outage of communications, power supply, or
other utilities, unavailability of supplies, or any other cause, whether
similar or different from any of the foregoing, that could not have
been prevented by such party with reasonable diligence (each, a
"Force Majeure Event"). Within 24 hours of a Force Majeure Event
occurring, the affected party shall notify the other party of the event
by (i) email, or (ii) fax, unless such notification is impossible due to
the Force Majeure Event.

Furthermore, the affected party shall provide the other party, within
seven (7) days of determining the cause of the Force Majeure Event,
with a written explanation of the circumstances that caused the Force
Majeure Event. The time for performance required of the affected
party shall be extended by the period of such delay, provided that the
party is making diligent efforts to overcome the cause of such delay.

Initially, Force Majeure Events will suspend the performance of this

Agreement. The Parties shall meet or hold a meeting within seven (7)
calendar days, unless prevented by Force Majeure, to assess the
impact of the event and agree on the conditions under which
performance of the Agreement will resume.

If the Force Majeure Events last for more than one (1) month, this
contract may be automatically terminated by the more diligent Party.

IN WITNESS WHEREOF, the parties have executed this Agreement

as of the Effective Date.
CLIENT CONTRACTOR
ONE CAPITAL SOLUTIONS «Nombre» «Apellido»
LLC

ANNEX 1
STATEMENT OF WORK 1
REFERENCE: «Referencia»
Date: «Fecha_de_entrada_en_vigor_de_la_declarac»
This Statement of Work is issued under and subject to all the terms
and conditions of the Contractor Agreement dated
«Fecha_de_entrada_en_vigor_de_la_declarac», between the Client and
the Contractor.

Effective Date «Fecha_de_entrada_en_vigor_de_la_declarac»

of Statement of
Work

Type of Provision of services

Contract

Start Date «Fecha_de_entrada_en_vigor_de_la_declarac»

Porpuse of the «Objeto_del_Contrato»

Contract
 Payment USD - United States Dollar
Currency

Rate / Amount «Valor_USD»

Rate / Amount Hourly payment

Periodicity

Billing Cycle Weekly, ends on Sunday

Payment Due Three (3) days after the end of the billing cycle
Date

Contract End December 31st, 2025

Date

Notice Period Zero (0) day(s)

Special «Cláusulas_Especiales»
Provisions

CLIENT
ONE CAPITAL SOLUTIONS CONTRACTOR
LLC «Nombre» «Apellido»