Independent Contractor Agreement

Client hereby engages Contractor, and Contractor agrees to provide the Services to Client, pursuant to the terms and conditions of this Agreement. Contractor is and shall at all times remain an independent contractor, and nothing in this Agreement shall be construed to create a partnership, joint venture, or employment relationship between the Parties. This Agreement is non-exclusive. Contractor may perform similar services for other clients provided such activities do not conflict with its obligations hereunder.

Each Project shall be described in a written and mutually agreed-upon Work Order, which will specify the scope, deliverables, timeline, resources, and fees for that Project. A Work Order may take the form of a proposal, statement of work, order form, or other written understanding, provided that it is accepted in writing by both Parties, including by email confirmation. Each Work Order is subject to and incorporates this Agreement, and this Agreement shall govern unless a Work Order expressly supersedes specific provisions herein by written mutual consent. Client shall pay Contractor the agreed-upon fees as set out in each Work Order, in accordance with the payment terms stated therein. Each Party shall be solely responsible for its respective tax obligations.

The term of this Agreement shall commence on the Effective Date and continue until completion of all Services described in the applicable Work Orders, unless earlier terminated as permitted herein (the “Term”). Any Services performed by Contractor prior to the Effective Date shall be deemed to have been performed under this Agreement for all purposes, including ownership and assignment of rights.

Client shall exclusively own all right, title, and interest (including all Intellectual Property Rights) in and to all source code, software, documentation, designs, materials, information, and other deliverables developed or produced by Contractor in connection with the Services (collectively, the “Work Product”). Regardless of whether any Work Product constitutes a “work made for hire,” Contractor hereby irrevocably assigns to Client all right, title, and interest throughout the world in and to such Work Product, including all Intellectual Property Rights therein. “Intellectual Property Rights” means all rights anywhere in the world arising under law or equity related to patents, copyrights, trademarks, industrial designs, trade secrets, algorithms, inventions, know-how, works of authorship, or other proprietary rights, together with all associated rights to sue for any past, present, or future infringement or misappropriation thereof. To the extent the Services or Work Product incorporate any intellectual property owned by Contractor prior to or developed independently of this Agreement (“Contractor Materials”), Contractor hereby grants Client an irrevocable, perpetual, fully paid-up, royalty-free, worldwide, non-transferable license to use, reproduce, modify, and distribute such Contractor Materials solely as part of, or in connection with, the Work Product and the purposes contemplated by this Agreement. To the extent the Services or Work Product incorporate any third-party intellectual property, Contractor shall ensure that Client receives a perpetual, non-exclusive, fully paid-up, royalty-free license to use, modify, and enjoy the benefit of such materials for any purpose consistent with this Agreement.

In performing the Services, Contractor may receive or have access to confidential or proprietary information belonging to Client, whether disclosed orally, visually, electronically, or in writing, and whether or not marked as confidential (collectively, “Confidential Information”). Confidential Information includes, without limitation, information relating to Client’s past, present, or future business, operations, products, finances, technology, customers, employees, and third parties. Client retains all ownership rights in its Confidential Information. Contractor agrees to: hold all Confidential Information in strict confidence; not disclose it to any third party except Contractor’s employees or agents who have a legitimate need to know such information for the purpose of performing the Services (“Representatives”); and ensure all such Representatives are bound by confidentiality obligations no less protective than those contained herein. Contractor shall not use Confidential Information for any purpose other than performing the Services and shall protect it with at least the same degree of care used to protect its own confidential information, but not less than reasonable care. If Contractor has access to any personal data or personally identifiable information maintained by or on behalf of Client, Contractor shall act solely as a data processor/service provider, use such data only as necessary to perform the Services, and comply with all applicable data-protection and privacy laws. Information shall not be deemed Confidential Information if it: (i) was lawfully obtained by Contractor from a third party without breach of confidentiality; (ii) is or becomes publicly available through no fault of Contractor; or (iii) was independently developed by Contractor without use of Client’s Confidential Information. If Contractor is legally required to disclose any Confidential Information, it shall provide prompt written notice to Client to enable Client to seek protective relief. If such relief is not obtained, Contractor may disclose only that portion of the Confidential Information that it is legally compelled to disclose and shall use reasonable efforts to secure confidential treatment of such information. Upon Client’s written request or upon termination of this Agreement, Contractor shall promptly return or permanently destroy all Confidential Information in its possession and, upon request, certify in writing that such destruction has been completed in accordance with industry standards.

Contractor acknowledges that in performing the Services, it and its employees, agents, or subcontractors may have access to data, content, or information belonging to Client or generated on Client’s behalf (“Client Data”). All such Client Data shall remain the sole and exclusive property of Client, and Client shall retain all right, title, and interest therein.

Contractor shall follow industry-standard best practices and maintain reasonable administrative, physical, and technical safeguards designed to protect the security, confidentiality, and integrity of all Client Data.

Contractor shall not store, copy, analyze, monitor, disclose, or otherwise use any Client Data except as strictly necessary to perform the Services or as expressly authorized in writing by Client.

Contractor shall comply with all applicable data-protection, privacy, and information-security laws and regulations, including those relating to personally identifiable information (“PII”) and personal data, in every jurisdiction where Client Data is processed or stored.

Contractor shall not use, disclose, or transfer Client Data across national borders or to any third party except as necessary to perform the Services, and only with adequate safeguards consistent with applicable data-transfer laws and Client’s written approval when required.

Contractor shall notify Client in writing within two (2) business days of discovering any actual or suspected loss, unauthorized access, or misuse of Client Data (a “Data Breach”). Such notice shall include all available details regarding the nature of the incident, the affected data, and the corrective actions taken or planned. Contractor shall promptly implement all appropriate and legally required corrective measures and shall fully co-operate with Client in all reasonable efforts to investigate, mitigate, and remediate the Data Breach and to prevent future occurrences.

Contractor’s personnel assigned to the Services shall be entitled to observe public holidays officially declared by the Government of Bangladesh, as applicable to personnel performing services in Bangladesh. Such holidays shall be in accordance with Contractor’s officially published holiday calendar for the applicable year, as communicated to Client in advance. Certain holidays may be subject to change based on government announcements or religious observance.

In addition, Contractor’s personnel shall be entitled to statutory leave benefits mandated under applicable Bangladeshi labor laws, including but not limited to medical leave, casual leave, and other leave types required by law.

The Parties acknowledge and agree that such public holidays and statutory leave entitlements are standard local employment practices, are included within the fees agreed in the applicable Work Order, and shall not result in any additional fees or charges to Client.

Contractor shall use commercially reasonable efforts to plan and manage resource availability so as to minimize disruption to the Services in connection with such holidays or statutory leave.

Client represents and warrants that all materials, data, and information it provides to Contractor for use in connection with the Services are accurate, complete, and do not infringe or violate any third-party rights. Contractor represents and warrants that: it will perform the Services in a timely, professional, and workmanlike manner consistent with generally accepted industry standards; the Work Product and deliverables provided to Client under this Agreement will not knowingly infringe or misappropriate the intellectual property rights of any third party; and it will comply with all applicable laws, rules, and regulations in the performance of its obligations hereunder. Each Party represents that it has the full power and authority to enter into and perform its obligations under this Agreement.

Each Party (the “Indemnifying Party”) agrees to indemnify, defend, and hold harmless the other Party and its officers, directors, employees, and agents (the “Indemnified Party”) from and against any and all claims, demands, causes of action, damages, liabilities, losses, costs, and expenses (including reasonable attorneys’ fees) (collectively, “Claims”) to the extent arising out of or attributable to: (i) a material breach of any representation, warranty, or obligation of the Indemnifying Party under this Agreement; or (ii) the gross negligence, willful misconduct, or unlawful acts of the Indemnifying Party or its personnel. The Indemnified Party shall provide the Indemnifying Party with prompt written notice of any Claim and shall reasonably cooperate in the defense thereof. The Indemnifying Party shall have control of the defense and settlement of any such Claim, provided that: the Indemnified Party may participate in the defense at its own expense; and no settlement or compromise that admits liability or imposes any obligation on the Indemnified Party shall be made without the Indemnified Party’s prior written consent, which shall not be unreasonably withheld or delayed.

The term of this Agreement shall commence as of the Effective Date and shall continue until completion of all Services, unless earlier terminated as expressly permitted herein (the “Term”). Either Party may terminate this Agreement for any reason by providing written notice to the other Party. Such termination shall become effective sixty (60) days after the date the written notice is received by the non-terminating Party, unless the termination is due to a material breach, in which case termination shall be effective immediately upon written notice. Written notice of termination may be delivered via email or to the mailing address most recently provided by the non-terminating Party.

Upon termination of this Agreement, Contractor shall immediately cease all work on behalf of Client and deliver to Client all Work Product and materials completed or in progress as of the effective date of termination; Contractor shall be entitled to payment for Services actually rendered in accordance with this Agreement up to the effective date of termination; any prepaid fees shall be refunded on a pro-rata basis relative to the portion of Services not yet performed as of the effective date of termination; and Contractor shall cooperate reasonably to ensure a smooth transition of the Services, if requested by Client. All rights and obligations of the Parties under Sections 2 (Intellectual Property and Confidentiality), 3 (Data Security), 5 (Representation and Indemnification), 6.2 (Effect of Termination), 7 (Non-Solicitation), and 8 (General Provisions) shall survive termination of this Agreement.

During the Term of this Agreement and for a period of twelve (12) months following its termination or expiration, neither Party shall take any action intended to circumvent or interfere with the other Party’s legitimate business relationships arising directly from the performance of this Agreement.

During the Term of this Agreement and for a period of twelve (12) months following its termination or expiration, neither Party shall, directly or indirectly, solicit, recruit, or attempt to solicit or recruit any employee, contractor, or consultant of the other Party—or any individual who worked for or with the other Party during the Term—to leave such employment or engagement in order to work for, or provide services to, the soliciting Party or any of its affiliates.

Client hereby grants Contractor the limited right to use Client’s name, logo, and brand marks on Contractor’s website and in general marketing materials solely for the purpose of identifying Client as a customer of Contractor. Contractor shall not use the name, logo, or brand identity of any third-party clients or partners of Client without Client’s prior written consent.

This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to its conflict-of-laws principles. Any claim or legal action arising out of or relating to this Agreement shall be brought exclusively in the federal courts located in the United States of America, and each Party hereby irrevocably submits to the personal jurisdiction of such courts.

No waiver, modification, or amendment of this Agreement shall be valid unless made in writing and signed by both Parties, expressly stating the nature and scope of the waiver or amendment. Any such waiver or modification shall apply only to the specific instance referenced and shall not be construed as a general waiver or amendment of any other provision.

This Agreement constitutes the entire understanding between the Parties with respect to its subject matter and supersedes all prior or contemporaneous communications, proposals, or agreements, whether oral or written.

Neither Party may assign or transfer any of its rights or obligations under this Agreement, whether by operation of law or otherwise, without the prior written consent of the other Party, which shall not be unreasonably withheld or delayed. Any attempted assignment in violation of this Section shall be null and void. However, either Party may assign this Agreement to a successor in interest in connection with a merger, acquisition, or sale of substantially all its assets.

No failure or delay by either Party in exercising any right, power, or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such right preclude any other or further exercise of that or any other right.

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect, and the invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable while preserving the Parties’ original intent.

This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Signatures transmitted electronically (including PDF or other digital formats) shall be deemed valid and binding for all purposes.