2.1. Expert must register on the Platform by submitting all requested information. If accepting this Agreement prior to registration, Expert must register as soon as practicable.

2.2. Accurate and Current Profile Information: Expert must register with and maintain complete, accurate, and up-to-date information, including current job status, directorships, and at least two years of employment history. Expert is solely responsible for prompt updates to ensure accuracy, as Vedak, its Clients, and third-party partners rely on it for project selection and compliance.

Expert shall not provide false, misleading, fabricated or materially incomplete information concerning Expert’s identity, qualifications, employment, experience, affiliations, conflicts, eligibility or professional history.

2.3. Freedom from Restrictive Obligations: Expert confirms no existing legal, contractual, or employer policy (e.g., employment, consulting, confidentiality, non-disclosure agreements, codes of conduct, professional rules) prohibits or limits their participation. If restricted, Expert must immediately notify Vedak and is solely responsible for securing necessary waivers for lawful participation.

Expert further represents that participation in each Project, including the disclosure of information and provision of any materials contemplated by that Project, will not knowingly require Expert to breach any confidentiality, intellectual-property, fiduciary, employment, professional or other obligation owed to any third party.

2.4. Government Official Eligibility: Most current government officials, politicians, and individuals holding positions of political or regulatory authority are ineligible to participate as Experts unless Company expressly permits it in writing.

Expert represents and warrants that they are not a current government official, political party official, or candidate for political office, or, if they are, that they have disclosed such status to Company and have received express written approval from Company for the specific Project before participating.

Any approval granted under this Clause is Project-specific and may be subject to additional restrictions communicated by Vedak.

2.5. Legal and Regulatory Compliance: Expert represents and warrants they are not subject to:

(a) conviction or admission of any criminal offense involving dishonesty/deception, or punishable by six months+ imprisonment;

(b) disciplinary action by any regulatory or self-regulatory body related to professional misconduct, securities violations, or fraud;

(c) listing on any governmental exclusion, debarment, or sanctions list.

Expert must promptly disclose any changes to this status to compliance@vedak.com.

Without limitation, Expert shall promptly disclose any criminal charge, conviction, formal regulatory investigation, disciplinary proceeding, debarment, sanctions designation, or civil proceeding alleging fraud, theft, misappropriation, breach of confidentiality, breach of fiduciary duty or comparable dishonesty or professional misconduct.

Vedak may verify this information, including reasonable and lawful background checks conducted in accordance with applicable law and Vedak’s Privacy Policy.

2.6. Upon registration and Agreement acceptance, Expert may access Vedak Platform Services, subject to continued adherence.

3.1. Expert offers Expert Services in formats allowed by the Platform, including:

3.1.1. Expert Consultation Calls: Audio-only or audio-visual discussions scheduled or expressly approved in writing by Company between Expert and Client.

Expert shall only participate in discussions scheduled or expressly approved by Company.

3.1.2. Long Term Projects: Consultation or advisory services provided over an extended period pursuant to a Project arranged or expressly approved by Company. Any Project scope, statement of work, contract or other arrangement directly involving Expert and a Client in connection with a Vedak-originated opportunity must be arranged or expressly approved in writing by Company. Expert shall not enter into a separate direct engagement with a Client in relation to such opportunity unless Company is a party to that arrangement or has expressly approved it in writing.

3.1.3. Written Deliverables/Reports: Creation of written reports, analyses, or other documents for a Client.

3.1.4. In-person Meetings/Events: Physical meetings, workshops, or events with Clients.

3.1.5. Online Surveys: Participation in surveys to gather insights.

3.2. Expert acknowledges that Platform registration and Agreement acceptance do not guarantee Expert Service assignments. Opportunities depend on factors outside Company’s control, including project relevance, Expert availability, and Client willingness.

3.3. Expert’s participation in Projects and Platform Activities is at their discretion. Company makes no representation regarding the frequency, quantity, or type of invitations Expert will receive or in which Expert will be chosen to participate.

Expert may decline an invitation without penalty for declining an unaccepted Project and is not obliged to accept future work. Accepted Projects remain subject to their agreed scope, appointments and commitments.

3.4. Independent Professional Relationship: Expert provides Expert Services as an independent professional under a contract for services, not as an employee of Company or Client.

This Agreement does not create employment, partnership, joint venture or agency, or authority to bind Company or Client.

Subject to agreed scope, appointments, deadlines and applicable compliance, confidentiality and security requirements, Expert determines the manner of performing Expert Services using independent skill and judgment.

Company does not require general availability, employee-style attendance or leave approval.

Expert ordinarily uses their own equipment and bears their own operating expenses unless otherwise agreed in writing.

Expert may work for other persons, including other expert networks, subject to the specific protections in Clauses 4, 5, 7 and 9.

Expert Fees are professional fees; no salary, paid leave or other employee benefits are provided under this Agreement.

Nothing in this clause waives any right or obligation that cannot lawfully be waived.

4.1. Without limiting Clause 9.2, during the twelve (12)-month period specified in Clause 9.2 (the “Restricted Period”), Expert shall not directly deal or arrange business with the relevant Client in circumvention of Vedak in respect of the relevant Project, Vedak-originated opportunity or substantially related Expert Services. The exceptions for bona fide pre-existing and independently sourced relationships are set out in Clause 9.4

4.2. During the Restricted Period:

(a) Expert shall interact with Client through communication channels arranged, approved or permitted by Vedak for the relevant Project or Vedak-originated opportunity;

(b) all payments to Expert shall strictly comply with this Agreement;

(c) Expert shall not receive or agree to receive direct payments from a Client in contravention of this Agreement.

Any outside arrangement with a Client violating these provisions is a material breach and may result in damages claims by Company.

4.3. Expert shall immediately report any direct Client approach for an outside arrangement arising from or connected with a Vedak Project or Vedak-originated opportunity to Company.

4.4. All Project interactions must be arranged through Company systems or otherwise expressly approved by Company.

Expert cannot share contact information directly with Clients without Company’s written consent.

If a Client contacts Expert directly without Company arrangement, Expert is ineligible for payment from Company for that consultation, even if it is a follow-up, unless Vedak expressly authorizes the relevant work in writing before the work is undertaken.

Expert shall not treat any request, instruction or communication from a Client as expanding the authorized Project scope unless Company expressly authorizes such expansion in writing.

4.5. Subsequent or Additional Work: If a Client requests, instructs, discusses, proposes or otherwise seeks any additional, subsequent, expanded, follow-up or out-of-scope work, whether before, during or after an authorized Project and whether by telephone, email, messaging application, meeting, calendar invitation or otherwise, Expert shall promptly inform Vedak and shall not commence or continue such work unless Vedak has expressly authorized it in writing.

For purposes of this Agreement, authorization must be communicated through the Platform or by an authorized Vedak representative in writing and must identify, or reasonably permit identification of, the relevant work (“Authorized Work”).

A Client’s request, instruction, approval, acknowledgement, acceptance, use of or benefit from work, direct scheduling, promise to pay or other communication shall not, by itself, constitute authorization by Vedak.

Vedak’s knowledge that work has been undertaken, receipt of work or deliverables, failure to object or respond, receipt of an invoice, processing of another invoice, or previous payment for other work shall likewise not constitute authorization, ratification or acceptance of unauthorized work.

Without limitation, preparation, research, analysis, written deliverables, follow-up work, revisions, additional calls or meetings, site visits, travel, proposals and other professional time are payable only where authorized in accordance with this Agreement.

Any unauthorized work is undertaken solely at Expert’s own risk and shall not be billable to or payable by Vedak.

4.6. Approved Communication Channels: Expert shall comply with any communication-channel, meeting-link, recording, chaperoning, information-security or contact requirements communicated by Vedak for a Project.

Where Vedak or a Client-specific rule requires communications to occur through designated channels, Expert shall not move Project communications to personal email, messaging applications, social media, personal meeting links or other channels without Vedak’s prior approval.

If a Client contacts Expert directly regarding additional work, commercial arrangements or continuation of a Project outside the authorized process, Expert shall promptly notify Vedak and shall not undertake such work until Vedak provides written authorization.

4.7. No Direct Billing or Collection: Expert shall not issue an invoice to, seek payment from, demand payment from, or accept payment or other compensation directly from a Client or End Client for work arising out of or connected with a Vedak Project unless Vedak expressly authorizes otherwise in writing.

All payment claims relating to such work shall be submitted exclusively to Vedak in accordance with Clause 6.

5.1. Expert is bound by the “Vedak Code of Conduct for Experts,” which is part of this Agreement.

Expert must:

5.1.1. Perform duties with diligence and expertise, at least with reasonable care.

5.1.2. Act professionally in connection with the Expert Services. Expert shall not knowingly make, publish, circulate or repeat any false, malicious or misleading statement concerning Vedak, any Client or End Client, or their respective directors, officers, employees, services or business, where such statement is reasonably likely to cause reputational harm. Nothing in this Clause restricts truthful statements required by law, good-faith complaints to competent authorities, legally protected disclosures, or statements made in bona fide legal proceedings.

5.1.3. Avoid activities, obligations, or contractual arrangements conflicting with Expert’s duties to Company or Client.

If unsure, immediately consult Company; Company’s determination as to whether Expert may accept, participate in or continue the relevant Project shall be final for purposes of Project participation, without prejudice to either party’s rights under this Agreement or applicable law.

5.1.4. Ensure competence and freedom from restrictions before entering this Agreement.

5.1.5. Immediately inform Company of any limitations and comply with Company’s resulting determination regarding eligibility for or continued participation in the relevant Project.

Expert is solely responsible for obtaining necessary waivers for lawful engagement.

Violation of this provision is a material breach.

Company is not liable to Expert’s current/ past employers or third parties for damages from Expert’s breach.

5.1.6. When performing accepted Expert Services, honour the agreed scope and contractual obligations, protect Company’s reputation in connection with those services, perform Expert Services to best ability, meet mutually agreed scope and deadlines, and act professionally and ethically.

5.2. Conflict of Interest and Prohibited Disclosures

Vedak does not seek, request, authorize or encourage Expert to disclose, obtain, access or use any Confidential Information, MNPI, trade secret or other information that Expert is prohibited or restricted from disclosing or using. No Project description, screening question, Client question, request for detail, instruction, communication or conduct by Vedak or a Client shall be interpreted as requiring or authorizing Expert to breach any confidentiality, fiduciary, contractual, statutory, professional or other duty owed to any current or former employer or any other third party.

Expert SHALL NOT disclose confidential information during participation in the Vedak Network, including:

5.2.1. Material, nonpublic information (“MNPI”) regarding any company, security, industry, or pending government action/legislation.

5.2.2. Proprietary information, trade secrets, copyrighted/business information of past/present employers or any third party.

5.2.3. Non-public or confidential information related to pending government action or inaction.

5.2.4. Information Expert has a duty or has agreed to keep confidential.

5.2.5. Information disclosed or accessed under an assumption or expectation of confidentiality.

5.2.6. Information Expert believes may be confidential.

Additionally, Expert will not disclose information prohibited by law or breach professional standards.

5.2.7. Current and Former Employers and Other Third Parties: Expert shall not disclose, use or provide to Vedak or any Client any confidential, proprietary, restricted or non-public information belonging to, concerning or obtained from any current or former employer, its parent, subsidiaries or affiliates, or any other person or entity to whom Expert owes a duty of confidentiality or restricted use.

This prohibition applies regardless of whether such information is marked “confidential”, whether Expert personally created or contributed to the information, whether Expert retains a copy of it, and whether the information was obtained during employment, directorship, consultancy, professional engagement or any other relationship.

Expert may discuss lawfully public information and Expert’s general knowledge, experience, skills and industry insights, provided doing so does not disclose or permit the reconstruction of confidential, proprietary or otherwise restricted information.

5.2.8. No Access, Retrieval or Removal of Third-Party Information: Expert shall not, for purposes of any Project, access, retrieve, download, copy, photograph, screenshot, remove, forward or otherwise obtain any document, file, email, database record, presentation, report, source code, customer or vendor information, financial information, research material or other non-public information from the systems, devices, records or premises of any current or former employer or other third party unless Expert is independently and lawfully authorized to do so for the specific purpose of the Project.

Expert shall not provide to Vedak or a Client any document or material obtained in breach of another person’s rights or Expert’s obligations.

5.2.9. Duty to Decline, Stop and Report: If, during screening or a Project, Expert is asked for information that Expert knows, believes or reasonably suspects may be confidential, proprietary, MNPI or otherwise restricted, Expert shall decline to provide that information. If the request is material or repeated, Expert shall discontinue the affected discussion and promptly notify Vedak.

Expert shall not answer merely because a Client states or suggests that the information is permissible to disclose. Where Expert is uncertain whether information may lawfully be discussed, Expert shall not disclose it unless the uncertainty has first been resolved.

5.3. Express Prohibition on Insider Trading: Expert hereby acknowledges and agrees that they are strictly prohibited from using any Confidential Information, particularly MNPI obtained through or in connection with any Project, Platform Activity, or interaction with a Client, to trade in the securities of any company or to “tip” or pass such information to any other person who may trade in such securities.

For avoidance of doubt, Insider Trading includes:

(a) buying or selling securities while in possession of MNPI obtained as a result of engagement with Vedak;

(b) communicating or tipping MNPI to any third party, including friends, family or business associates, where it is reasonably foreseeable the information may be used to trade;

(c) assisting anyone in such activities.

Expert represents and warrants that they understand applicable insider-trading laws and securities regulations.

A violation shall be deemed a material breach and may result in immediate termination, forfeiture or recovery of fees to the extent permitted by applicable law, and reporting to relevant authorities where required or appropriate under applicable law.

5.4. Specific Participation Guidelines

5.4.1. If Expert is currently an employee, officer, director, trustee, board member or other insider of a company, or is currently a consultant or advisor to a company in a capacity involving duties of confidentiality or access to non-public information, Expert shall not accept or participate in a Project that is principally focused on that company or on any parent, subsidiary or other affiliate in respect of which Expert has responsibilities, duties or access to non-public information. This includes Projects principally concerning such entity’s internal operations, strategy, performance, financials, customers, suppliers, pricing, products, technology, transactions, personnel or other company-specific matters.

This restriction does not by itself prohibit Expert from participating in a genuinely industry-level, market-level or competitive-landscape Project in which the Expert’s current employer is one of several companies or market participants discussed, provided that the Project remains genuinely industry-level and does not become principally focused on the Expert’s current employer. In such a Project, Expert shall not answer questions seeking confidential, non-public or otherwise restricted information concerning the Expert’s current employer or any relevant affiliate, and may discuss only information and insights that Expert is lawfully permitted to disclose, including publicly available information and Expert’s general knowledge, experience and non-confidential industry insights. Expert shall decline any question that would require disclosure or use of Confidential Information or other information subject to a duty of confidentiality or restricted use.

If the scope or questioning during a Project changes so that the Project becomes principally focused on Expert’s current company or a covered affiliate, or a question seeks information that Expert knows, believes or reasonably suspects may be confidential, proprietary, material non-public or otherwise restricted, Expert shall decline to answer the relevant question, discontinue the affected portion of the discussion and promptly notify Vedak. A Client’s request, assurance or statement that particular information may be discussed does not relieve Expert of this obligation.

Expert shall not disclose, use or provide to Vedak or any Client any confidential, proprietary, material non-public or otherwise restricted information of any current or former employer, former consulting client, their respective affiliates, or any other third party to whom Expert owes a duty of confidentiality, restricted use or non-disclosure. This restriction applies regardless of whether the information is marked confidential, whether Expert created or contributed to the information, or whether Expert retains a copy of it, and continues for so long as the information remains confidential or subject to a continuing duty of confidentiality, restricted use or non-disclosure.

Expert shall not participate in a Project for or for the benefit of a direct competitor of Expert’s current company where Expert knows or is reasonably informed that the Project is for or for the benefit of that competitor and the Project concerns competitively sensitive matters, or where participation would otherwise breach any contractual, fiduciary, professional, employer or other duty. This restriction does not by itself prohibit participation in a genuinely industry-level, market-level or competitive-landscape Project merely because a direct competitor is one of several companies or market participants discussed, provided the Project does not otherwise fall within the restrictions above.

If Expert is uncertain whether participation in a Project or answering a particular question is permitted, Expert shall decline the relevant participation or question and notify Vedak.

5.4.2. If an auditor/former auditor, Expert will not consult about organizations currently or previously audited during the last three years by them or their employer.

5.4.3. If worked in accounting/finance within the past year, Expert will not discuss accounting/financial issues relating to that company or its affiliates.

5.4.4. If Expert is an employee or director of an entity with a pending IPO or tender offer, or is acting for such entity in connection with such transaction, Expert shall decline any Project concerning that entity, offering or transaction until the relevant process has concluded or been withdrawn, unless Vedak Compliance expressly approves a permitted Project scope in writing.

5.4.5. If a lawyer, Expert will not give legal advice or establish an attorney-client relationship with Clients through Projects/Platform Activity.

5.4.6. Expert will not give investment advice.

5.4.7. Expert will not give medical advice, will not disclose patient-specific information, even if anonymized, where the information remains protected or restricted, will not discuss prohibited off-label uses of medications/devices, and will not share unpublished clinical-trial data.

5.4.8. Expert will disclose material financial interests or business relationships relevant to assessing objectivity/conflicts, or decline the Project.

5.4.9. Expert will not use Vedak Network participation to promote products, companies or opportunities without Company consent.

5.4.10. Expert will not accept compensation for Client work other than from Company without Company’s written consent.

5.4.11. Expert shall not record, photograph, screenshot, transcribe or otherwise capture a consultation or Project interaction, or permit any third party, automated agent, AI assistant, transcription service, meeting bot, note-taking tool or other external service to attend, access, listen to or process a consultation, except with Vedak’s prior written approval.

5.4.12. Expert shall not upload, paste, input, transmit or otherwise provide any Client Information, Confidential Information, Project materials, recordings, transcripts or Project communications to any public or shared generative-AI system, external AI model, transcription platform or other third-party processing tool unless expressly authorized by Vedak in writing.

5.5. Government Officials: Most current government officials and government agency officials worldwide are ineligible to participate in the Vedak Network.

If Expert is an employee, officer or person acting in an official capacity for any government, government instrumentality, government-owned or controlled organization, public international organization, political party, or is a political party official or candidate for political office, Expert shall not participate unless Vedak Compliance has expressly approved the specific Project in writing.

Where such approval is granted, Expert shall not discuss, disclose or advise on legislation, regulation, policy, procurement, contracts, licensing, enforcement or other matters that Expert is in a position to vote upon, decide, administer, influence or obtain through public office.

Expert shall promptly notify Company if status changes.

5.6. Blinded Projects: For certain market research Projects, Expert’s identity and current employer may be blinded to Client.

For these, Expert may discuss non-confidential insights related to their employer, but must not share Confidential Information or breach duties.

Expert shall not attempt to identify, infer, discover, investigate or contact a blinded Client or End Client, or intentionally disclose identifying information where the Project requires Expert’s identity or employer to remain blinded.

5.7. Company may from time to time inform Expert of additional rules or prohibited topics concerning compliance, confidentiality, security, quality or Client-specific participation requirements, applicable prospectively upon notice. Expert agrees to observe these.

5.8. Background and Legal Standing: Expert represents they have not been:

5.8.1. Convicted of, pleaded guilty to, or admitted committing any criminal offence involving dishonesty/deception or punishable by six months+ imprisonment.

5.8.2. Subject to an order, judgment, action, or formal regulatory or enforcement investigation by a court or regulatory/self-regulatory organization for securities-law violations, fraud or deceptive practices.

5.8.3. Named on governmental or international sanctions/excluded-party lists.

5.8.4. Expert must promptly disclose to compliance@vedak.com if they are or have been formally charged with or become subject to a formal proceeding concerning a felony/dishonesty/deception, or sued for theft of corporate assets, fraud, breach of confidentiality/fiduciary duty, or similar actions.

Expert will immediately notify Company of status changes.

Company may verify this independently in accordance with applicable law.

5.9. Anti-Bribery and Anti-Corruption: Expert shall comply with all applicable anti-corruption and anti-bribery laws.

Expert shall not directly or indirectly offer, promise, give, solicit or accept any undue pecuniary or other advantage in connection with any Project or this Agreement.

Expert will immediately report any such request or demand.

5.10. Monitoring and Quality Assurance: Expert acknowledges Company or its Clients may monitor, record, or audit Projects, communications, or interactions for compliance and quality assurance, subject to applicable law and any applicable notice or consent requirements.

5.11. Reporting Concerns: If concerned about a Client inquiry, Project nature, attempt to influence decisions, or marketing disguised as research, Expert must discontinue participation and immediately notify compliance@vedak.com.

If Expert discontinues a Project for compliance and promptly notifies Company, Expert may submit a payment request for the full time set aside for Vedak’s reasonable review in accordance with the applicable Project terms.

Expert agrees to cooperate fully in any Company inquiry regarding actual, alleged or potential violations.

5.12. Respectful and Lawful Conduct: Expert shall not engage in harassment, sexual harassment, threats, abusive behaviour, discriminatory conduct, intimidation, retaliation or other unlawful or seriously unprofessional conduct in connection with Vedak, any Client, Project, Expert, Vedak employee or other participant.

5.13. Sanctions and Trade Restrictions: Expert shall comply with applicable economic sanctions, export-control and trade-restriction laws and shall not knowingly use a Project or the Vedak Platform to evade or facilitate evasion of any applicable restriction. Expert shall promptly disclose any relevant sanctions or restricted-party issue of which Expert becomes aware.

6.1. Expert Fees and Authorized Work: Company will pay Expert mutually agreed fees (“Expert Fees”) in writing, including email, on a case-by-case basis.

Unless otherwise agreed, Expert invoices only upon Company’s receipt of Client’s satisfactory completion confirmation.

An invoice shall be treated as a “Valid Invoice” only if it relates to Authorized Work, contains all information and tax or payment documentation reasonably required by Company, and satisfies the applicable Project payment conditions. Unless otherwise expressly agreed in writing, a Valid Invoice shall become payable within thirty (30) days after the later of: (i) Company’s receipt of the Valid Invoice; and (ii) Company’s receipt of the corresponding payment from the Client for the relevant Expert Services.

Expert invoices shall specify GST, if applicable, and Company shall pay it subject to receipt of a valid tax invoice and applicable law.

Expert Fees are subject to applicable tax deductions at source.

For avoidance of doubt, Expert’s submission of an invoice, or Vedak’s failure to object to or respond to an invoice, shall not constitute approval or acceptance of the underlying work or Expert Fees.

Vedak shall only be liable for work expressly authorized by Vedak in writing.

Any additional, subsequent, expanded or out-of-scope work undertaken without Vedak’s prior written approval shall not be billable to or payable by Vedak, regardless of any request, instruction, approval, acceptance or payment commitment by Client.

For avoidance of doubt, a Client’s approval, acceptance, use of or payment for any work does not by itself authorize work that Vedak did not previously authorize in writing.

6.2. Unless otherwise expressly agreed, Expert is compensated only for Authorized Work actually performed in the format, scope and on the commercial basis agreed by Vedak in writing.

Preparation, research, analysis, waiting time, travel, written work, follow-up work, revisions, expenses, or time reserved for a Project that does not occur shall not be compensable separately or additionally unless expressly authorized by Vedak in writing in advance. Any Client approval required by Vedak does not substitute for Vedak’s own authorization.

6.3. If a Client disputes Expert’s payment request or work quality, Company may withhold payment until resolution.

Expert shall have no payment right in respect of an affected Project, work or portion of Expert Fees to the extent Company reasonably determines that the relevant payment claim is materially connected with a breach of these Terms, the Code or applicable compliance requirements.

If payment has been received for such violations, Company has the right to recover it to the extent attributable to the affected work or breach, to the extent permitted by applicable law and having regard to the nature of the violation and affected work.

Company may reasonably determine whether fees should be withheld, denied, adjusted or recovered under this Agreement. Any unresolved contractual dispute remains subject to Clause 12.

6.4. Expert is responsible for providing and keeping up-to-date Expert’s payment details and, where applicable, details of any payee validly nominated by Expert..

If employed, Expert must follow employer policies on Company payments.

Expert is responsible for applicable bank fees except where Vedak expressly agrees otherwise, and applicable taxes, and shall provide reasonable evidence upon request.

Company may require reasonable identity, KYC, tax, sanctions, banking or payment-verification documentation before processing payment. Any payment delay caused by incomplete, inaccurate or outdated information supplied by Expert shall not constitute a payment default by Company.

6.5. Invoice and Payment Certification: Each invoice, timesheet, payment request or other claim for Expert Fees submitted by Expert constitutes Expert’s representation and certification that:

(a) all work claimed was Authorized Work;

(b) the dates, duration, rate, scope, expenses and amounts claimed are complete and accurate;

(c) no amount is duplicated or has previously been paid;

(d) Expert has disclosed to Vedak all additional, follow-up or out-of-scope work requested by the Client relating to the claim;

(e) Expert has not received or agreed to receive compensation for the same work from the Client, End Client or any other person;

(f) Expert has not knowingly omitted any material information necessary for Vedak to verify the claim; and

(g) except for any additional amount expressly identified and reserved in writing at the time of submission, the claim represents Expert’s complete then-existing payment claim for the Authorized Work identified in that invoice or request.

6.6. Nominated Payee: Where Expert asks Vedak to make payment to a company, partnership, proprietorship, account, payment platform or other recipient nominated by Expert, such recipient shall act solely as Expert’s nominated payee for payment purposes. The use of a nominated payee does not make that recipient the Expert, a party to this Agreement or the provider of Expert Services, and does not release or reduce any obligation of the individual Expert under this Agreement.

Payment by Vedak to the recipient validly nominated by Expert shall constitute full discharge of Vedak’s corresponding payment obligation to Expert. Expert shall have no separate or additional personal claim for an amount so paid.

Expert represents that Expert is entitled to nominate the recipient and shall be responsible for any dispute, tax consequence or allocation issue between Expert and the nominated recipient.

6.7. Payment Finality and Supplemental Claims: Subject to manifest clerical error and any amount expressly reserved by Expert in writing and acknowledged by Vedak before payment, payment of an undisputed invoice or agreed payment amount shall constitute full satisfaction of the Expert Fees for the Authorized Work identified in that invoice or payment determination.

Expert shall not thereafter issue a replacement, duplicate or supplementary payment claim for the same Authorized Work based solely on additional time or work not previously disclosed or authorized.

Nothing in this Clause prevents Vedak from recovering an overpayment, duplicate payment, payment obtained through material misrepresentation, or payment relating to work that was not Authorized Work.

7.1. “Confidential Information” means all non-public and proprietary information of Company or Client received by Expert during an engagement.

Company or the relevant Client or End Client whose information is concerned is referred to in this Clause 7 as the “Discloser”.

This includes inventions, IP, ideas, trade secrets, business information, processes, data, financial information, Client lists, market reports and employee information.

Confidential Information also includes Project invitations, screening materials, compliance instructions, recordings, transcripts, Client or End Client identity where non-public, and information derived from or reflecting Confidential Information.

Unless specified otherwise, all information received during engagement is Confidential Information.

7.2. Confidential Information does not include information Expert can prove:

7.2.1. Is or becomes generally known through no fault of Expert.

7.2.2. Was lawfully known to Expert before receipt from Discloser.

7.2.3. Is lawfully furnished by a third party without disclosure restriction.

7.2.4. Was independently developed by Expert without use of or reference to Confidential Information, as demonstrated by contemporaneous written records.

7.3. Expert agrees to strictly abide by:

7.3.1. Not attempting to access Confidential Information without authorization.

7.3.2. Keeping Confidential Information strictly confidential and not using it for Expert’s or third-party benefit except as permitted.

7.3.3. Protecting Confidential Information with at least reasonable care and no less care than Expert uses for similarly sensitive information of Expert’s own, to prevent unauthorized access or use.

7.3.4. Not reproducing Confidential Information without prior consent except to the minimum extent reasonably required for Authorized Work.

7.3.5. Disclosing Confidential Information only if legally required, provided prior notice is given where legally permissible and Expert cooperates in protecting it.

7.3.6. Confirming Confidential Information remains property of Discloser.

Upon termination or request, Expert shall return or destroy materials and execute a declaration if required.

7.3.7. Not attempting to access prohibited databases without express authorization.

7.3.8. Acknowledging confidentiality obligations survive termination.

7.3.9. Acknowledging that unauthorized access, use, retention or disclosure of Confidential Information may give rise to contractual, civil, regulatory or criminal consequences under applicable law.

7.3.10. Understanding obligations apply even if Expert gains unauthorized or inadvertent access.

7.3.11. Clients and Company Information: Expert agrees not to disclose or personally benefit from the following information obtained through Vedak Network participation (collectively, “Restricted Information”):

(a) Client or End Client identity where confidential or non-public;

(b) Project information/invitations;

(c) actual or potential Client business/investment/trading decisions;

(d) Client-provided materials;

(e) other non-public Company/Client information.

7.3.12. Necessary Disclosure: Expert may disclose general topic and Client description to secure necessary third-party consent before accepting a Project only to the minimum extent reasonably necessary and only where doing so does not identify a confidential Client or End Client contrary to Project instructions.

7.3.13. Collaborative Projects: Expert owes the same non-disclosure duty to other Experts.

If introduced to other Experts via Vedak, Expert may not solicit them for outside engagements without Company’s prior written consent.

7.3.14. Approved Systems and External Tools: Expert shall not upload, transfer, store or process Confidential Information using an unauthorized cloud-storage system, file-sharing platform, public repository, AI tool, transcription service, meeting bot or other third-party system.

7.3.15. Security Incident Notification: Expert shall notify Vedak immediately, and in any event within twenty-four (24) hours after becoming aware, of any actual or suspected loss, accidental transmission, unauthorized disclosure, unauthorized access, compromise of credentials or other security incident involving Confidential Information, Restricted Information or Project materials.

7.3.16. Containment, Return and Deletion: Expert shall reasonably cooperate with Vedak and the relevant Client in investigating, containing and remediating a security or confidentiality incident and, when requested, promptly return or permanently delete specified materials and provide written confirmation of completion.

7.4. Insider Trading / Use of Confidential Information: Expert shall not use Confidential Information or Restricted Information for securities trading, personal benefit, or advising third parties on investments.

This Clause is in addition to, and does not limit, Clause 5.3

8.1. “Intellectual Property” includes all generally recognized intellectual property under applicable laws.

8.2. Expert shall, if required by Clients, execute assignments, covenants, undertakings and licenses to secure Client use of Intellectual Property from Expert Services.

Expert represents that unless disclosed, all work from Expert Services is original and does not violate third-party rights.

8.3. Expert shall abide by Company’s Intellectual Property policies.

8.4. Expert Content and Ownership: Expert represents that all materials submitted, uploaded or provided to a Client or Company (“Content”) are either owned by Expert or lawfully licensed for the contemplated use. Expert is solely responsible for Content.

Except for Project Content, Company Publications, Recordings and other Content expressly assigned or licensed under this Clause 8, Expert retains ownership of Expert’s pre-existing or independently created intellectual property.

Expert agrees not to submit unlawful or infringing Content.

Company receives the licenses expressly stated below.

8.4.1. Content Created for Client(s): “Project Content” means Content specifically created by Expert as Authorized Work for a Client in connection with a Project. “Retained Content” means intellectual property, materials, know-how, templates, methodologies or other Content created or owned by Expert independently of the relevant Project and not specifically created as Project Content.

To the extent transferable under applicable law, Expert hereby assigns and transfers to the relevant Client, with effect upon creation of the applicable Project Content, all right, title and interest, including all assignable copyright and other Intellectual Property rights, in such Project Content throughout the world for the entire duration of such rights, including any renewals or extensions, and for all media and modes of exploitation now known or later developed. The Expert Fees payable for the applicable Authorized Work constitute the agreed consideration for such assignment, unless otherwise expressly agreed in writing.

To the extent any right in Project Content cannot validly be assigned, Expert grants the Client an exclusive, irrevocable, perpetual, worldwide, transferable, sub-licensable, royalty-free licence to use, reproduce, modify, adapt, translate, distribute, publish, communicate, display, commercialize and otherwise exploit such right to the maximum extent permitted by applicable law.

Expert shall execute such further documents and take such reasonable actions as Company or Client may request to evidence, perfect or give effect to the foregoing rights. To the extent permitted by applicable law, Expert consents to modifications and authorized uses of Project Content and agrees not to assert any moral or similar rights in a manner inconsistent with the rights granted under this Clause.

Retained Content remains Expert’s property. To the extent Retained Content is incorporated into or reasonably necessary to use Project Content, Expert grants Client a perpetual, worldwide, irrevocable, royalty-free, transferable and sub-licensable non-exclusive licence to use such Retained Content as part of, or in connection with, the Project Content.

8.4.2. Client Recordings/Transcriptions: Expert consents to Clients recording and transcribing consultations where disclosed or otherwise permitted under applicable law and the applicable Project requirements.

Expert agrees Client Recordings may be owned and used by Client/Company as permitted.

Expert consents to chaperoned, recorded and/or transcribed consultations at Client election, acknowledging the possible presence of compliance chaperones or authorized third parties where permitted by applicable law and Project requirements.

8.4.3. Syndicated Content: Expert retains ownership of Retained Content submitted for sale/license to Clients (“Syndicated Content”). Expert grants Company a limited license to market, promote, and sell Syndicated Content on its websites and through third-party partners (including samples/portions), and to process it for automated search/suggestion systems.

8.4.4. Company Publications: Content submitted for Company publication (“Publications”), other than Syndicated Content, is owned by Company. Expert retains no license to use such Content unless otherwise provided by Company.

8.4.5. Company Recordings/Transcriptions: Company may invite Expert to Projects where Expert’s voice, image or participation is recorded or transcribed (“Company Recordings”). Subject to applicable law and the applicable Project terms, Company or Client, as relevant, may use Company Recordings for Project delivery, research, compliance, quality assurance, internal training, recordkeeping, dispute resolution and other purposes reasonably connected with the applicable Project or Platform Services.

Any public promotional use of Expert’s name, image, likeness or identifiable recording that is materially unrelated to the Project or Platform purpose for which it was collected shall require separate consent from Expert unless otherwise expressly agreed in writing.

8.4.6. Content License: For Content other than Project Content, Retained Content, Syndicated Content and Recordings, Expert grants Company a perpetual, worldwide, royalty-free, transferable, exclusive, sub-licensable license to use, distribute, reproduce, publish, modify, adapt and display such Content for Platform Services and related legitimate business purposes.

8.4.7. Content Release & Indemnification: Expert agrees to indemnify Company and Clients from third-party IP claims arising from Expert Content or breach of Expert’s representations.

9.1. Non-Competition and Protection of Vedak Business Information

9.1.1. During the term of this Agreement, Expert shall not, directly or indirectly, use any Confidential Information, Project information, Client relationships, introductions, opportunities, proprietary information, trade secrets, products, processes, systems, workflows, technology, commercial arrangements, Platform Services or other information or resources obtained through Vedak to establish, operate, assist, develop or materially support any business, product, process, service or activity that competes with Vedak in relation to the same or substantially similar services.

9.1.2. To the maximum extent permitted by applicable law, for a period of two (2) years following termination or expiry of this Agreement, Expert shall not use Vedak’s Confidential Information, proprietary information, trade secrets, Client relationships, introductions or Project opportunities to establish, operate, materially assist, develop or materially support any business, product, process, service or activity competing directly with Vedak in relation to services substantially similar to those with which Expert was materially involved through Vedak.

9.2. Client Non-Circumvention: For twelve (12) months following the later of Expert’s most recent Project with, or substantive introduction to, a Client through Vedak, Expert shall not knowingly circumvent Vedak by soliciting, negotiating, accepting or entering into any direct consulting, advisory, research, expert-network, retained-advisor or substantially related professional-services engagement with such Client where the engagement arises from, results from or is materially connected with the introduction, relationship or opportunity created through Vedak, without Vedak’s prior written consent.

For purposes of this Clause, Expert shall not avoid or attempt to avoid this restriction by causing, arranging, routing, structuring or facilitating the relevant engagement, invoice, payment or arrangement through another person, business, nominee, intermediary or other vehicle.

9.3. Non-Solicitation and Diversion: During the term of this Agreement and for twelve (12) months following Expert’s most recent relevant interaction or introduction through Vedak, Expert shall not, directly or indirectly:

(a) solicit, divert or attempt to divert from Vedak any Project opportunity or Authorized Work first identified, introduced or originated through Vedak;

(b) knowingly induce or encourage a Client to terminate or materially reduce its relationship with Vedak in connection with Expert Services;

(c) knowingly solicit for employment or engagement any Vedak employee first introduced to Expert through the Vedak relationship, except through a general recruitment process not specifically targeted at that person; or

(d) knowingly induce or encourage any Expert, consultant, vendor or other contractual counterparty of Vedak to breach or terminate an existing contractual obligation to Vedak.

9.4. Pre-existing and Independently Sourced Relationships: Nothing in Clauses 9.2 or 9.3 prohibits Expert from maintaining or continuing a bona fide pre-existing relationship with a Client that existed independently of Vedak, or from undertaking a genuinely independently sourced engagement unrelated to the Vedak introduction, provided that:

(a) any pre-existing relationship is disclosed to Vedak before or promptly upon the relevant introduction;

(b) Expert does not use Vedak or Client Confidential Information, Project information or Vedak-originated opportunities in connection with that relationship or engagement; and

(c) Expert does not divert Authorized Work or otherwise use the Vedak introduction or relationship to circumvent Vedak.

9.5. No Restriction on General Professional Activity: Except as expressly restricted by this Agreement, nothing in this Clause 9 prohibits Expert from providing professional services generally to other persons, including through other expert networks, provided Expert complies with the confidentiality, non-circumvention, non-solicitation, conflict-of-interest and other obligations contained in this Agreement.

9.6. Cumulative Protections: The protections contained in Clauses 4, 7, 8 and 9 are cumulative to the extent they address different conduct, obligations or interests.

No provision shall permit double recovery for the same loss, but the availability, invalidity or unenforceability of one restriction shall not limit or affect any independent confidentiality, intellectual-property, non-circumvention, non-solicitation, payment, indemnity or other obligation that is otherwise valid and enforceable.

9.7. Severability: If any restriction in this Clause 9 is held invalid or unenforceable, that restriction shall be severed or enforced only to the maximum extent permitted by applicable law, without affecting the validity or enforceability of the remaining provisions of this Agreement.

10.1. Expert shall indemnify and hold harmless Company, affiliates, officers, directors, employees and agents from any claims, actions, suits, proceedings, losses, damages, liabilities, obligations, penalties, costs and reasonable legal or professional expenses (collectively, “Claims”), to the extent arising out of or caused by Expert’s acts, omissions, representations, breach or unlawful conduct, including violation of applicable laws.

10.2. This indemnity applies to Claims arising from:

10.2.1. Expert Services;

10.2.2. Negligence, fraud, willful misconduct, harassment or unlawful conduct;

10.2.3. Failure to comply with applicable law;

10.2.4. Violation of confidentiality, non-compete, non-circumvention, non-solicitation, data-security, recording or restricted-use provisions;

10.2.5. any actual or alleged breach by Expert of a confidentiality, non-disclosure, fiduciary, employment, consulting, intellectual-property, data-protection, professional or other obligation owed to any current or former employer, its affiliates, or any other third party, to the extent arising from Expert’s participation in or conduct relating to a Project;

10.2.6. Third-party IP infringement;

10.2.7. Unauthorized work, direct billing, direct collection or other circumvention contrary to Clauses 4 or 6;

10.2.8. materially false, inaccurate or misleading profile, eligibility, compliance, invoicing or payment information supplied by Expert;

10.2.9. any amount Company becomes legally liable to pay to a Client or relevant End Client as a direct consequence of Expert’s breach, together with reasonable legal and professional costs incurred in responding to or defending the resulting claim.

10.3. Company may, at its election, participate in or assume control of the defence of an indemnified Claim where Company reasonably considers its interests may be materially affected. Reasonable costs of such defence shall be borne by Expert to the extent the Claim is indemnifiable under this Agreement. Expert shall not settle any such Claim without Company’s prior written consent where the settlement: (a) imposes any liability, admission or non-monetary obligation upon Company; (b) does not provide Company an unconditional release from the relevant Claim; or (c) could reasonably prejudice Company, a Client or an End Client. Any failure by Company to give prompt notice of a third-party Claim shall relieve Expert of the relevant indemnity obligation only to the extent Expert is materially prejudiced by such failure.

10.4. Company’s liability to Expert is limited to undisputed Expert Fees and does not include indirect, special, incidental, consequential, exemplary or punitive damages or loss of profits, to the maximum extent permitted by applicable law.

10.5. Right to Injunction: Company may seek interim or injunctive relief for actual or threatened breach involving Company websites, Confidentiality, non-circumvention, non-solicitation, data security, intellectual property, unauthorized access or misuse of Confidential Information.

Nothing in this Clause limits any independent right that a Client or End Client may have under a Client Arrangement or applicable law.

10.6. Expert is solely responsible for their actions. Company has no obligation to defend Expert or pay Expert’s legal costs except where applicable law expressly requires otherwise.

10.7. No Double Recovery: Company shall not obtain double recovery for the same loss under this Agreement. The availability of one remedy shall not prevent Company from seeking another remedy for a separate loss or form of relief.

10.8. Cooperation with Claims and Proceedings: Expert shall promptly and reasonably cooperate with Company and its legal advisers in investigating, responding to, defending and remediating any actual or reasonably anticipated Claim arising from Expert’s conduct or Expert Services. Such cooperation shall include preserving relevant records, providing truthful explanations, producing relevant records within Expert’s possession or control that may lawfully be disclosed, and making themselves reasonably available for meetings, witness preparation and proceedings as legally permissible.

Expert shall not destroy, conceal or alter relevant evidence. Any applicable legal preservation requirement shall take precedence over a return or deletion requirement, with continuing confidentiality, security and restricted-use obligations.

Reasonable cooperation costs shall be borne by Expert to the extent the Claim is indemnifiable under this Agreement. These cooperation obligations shall survive termination and shall not be suspended solely because of a dispute concerning Expert Fees or indemnity liability, subject always to applicable law and legally protected rights, including legal privilege.

11.1. This Agreement commences on the date Expert accepts it (“Effective Date”) and continues for an initial period of one (1) year. Unless terminated in accordance with this Clause 11, it shall automatically renew for successive one-year periods without requiring further acceptance.

11.2. Termination by Company

11.2.1. For Convenience: Company may terminate with seven days’ written notice.

11.2.2. For Cause: Company may terminate with fifteen days’ written notice.

If cause is curable, Company will not terminate if cured to its reasonable satisfaction within that period.

Company may terminate immediately, without a cure period, for any serious or non-curable breach, including material breach involving confidentiality or MNPI, fraud or material misrepresentation, unauthorized Client work, direct invoicing or payment collection, bribery or corruption, sanctions, unauthorized recording or disclosure, material data-security incident, harassment or abuse, circumvention, unlawful conduct, or refusal to reasonably cooperate with a compliance investigation.

11.2.3. Suspension: Company may immediately suspend Expert’s Platform access, eligibility for new Projects, affected pending Projects, and payment processing relating to disputed or affected work while reasonably investigating an actual or suspected breach, compliance concern, Client complaint, sanctions concern, material misrepresentation, security incident or payment irregularity.

Suspension is not itself a determination that Expert breached this Agreement. Company shall act reasonably in completing the investigation and determining any resulting action.

11.3. Termination by Expert: Expert may terminate with thirty days’ notice.

Unless Company directs otherwise, Expert shall use reasonable efforts to complete or provide an orderly handover of accepted current Expert Services in accordance with their agreed scope, subject to applicable law, continuing compliance obligations and circumstances reasonably preventing completion.

11.4. Consequences of Termination: Upon termination, Expert must comply with Company disengagement processes.

Company may condition processing of disputed or affected amounts on reasonable completion of applicable disengagement, handover, compliance, return or deletion requirements, but termination shall not extinguish an undisputed payment obligation that is otherwise due under this Agreement.

12.1. Governing Law: This Agreement and any dispute, difference or claim arising out of or in connection with it, including any question regarding its existence, validity, interpretation, performance, breach, enforcement, expiry or termination, shall be governed by and construed in accordance with the laws of India, without regard to conflict-of-law principles.

12.2. Amicable Resolution: In the event of any dispute or difference arising out of or in connection with this Agreement, either Party may give written notice of the dispute to the other Party. The Parties shall first endeavour in good faith to resolve the dispute through discussions within thirty (30) days from the date of such notice.

Nothing in this Clause prevents either Party from seeking urgent interim, injunctive, protective or conservatory relief where waiting for completion of such period could reasonably prejudice that Party’s rights or interests.

12.3. Arbitration: Any dispute not resolved under Clause 12.2 shall be referred to and finally resolved by arbitration in accordance with the Arbitration and Conciliation Act, 1996, as amended from time to time.

The arbitral tribunal shall consist of a sole arbitrator appointed by mutual agreement of the Parties within thirty (30) days after one Party delivers a written request for arbitration, failing which the appointment shall be made in accordance with the Arbitration and Conciliation Act, 1996.

The seat and venue of arbitration shall be Bengaluru, Karnataka, India. The language of arbitration shall be English.

The arbitrator shall render a reasoned award, which shall be final and binding upon the Parties, subject to such rights and remedies as may be available under applicable law.

The fees and costs of arbitration shall initially be borne equally by the Parties, subject to any interim or final direction of the arbitral tribunal regarding costs.

12.4. Individual and Related Proceedings: Arbitration shall be conducted between the Parties to the relevant dispute on an individual basis. Claims involving different Experts shall not be consolidated without the written agreement of the affected parties or where otherwise permitted under applicable law.

12.5. Court Jurisdiction and Interim Relief: Subject to Clause 12.3, the courts at Bengaluru, Karnataka, India shall have exclusive jurisdiction in respect of court proceedings arising out of or in connection with this Agreement, including proceedings under the Arbitration and Conciliation Act, 1996.

Nothing in this Clause shall prevent either Party from seeking urgent interim, injunctive, protective or conservatory relief from a court of competent jurisdiction.

Without limitation, Vedak may seek appropriate interim or injunctive relief in relation to any actual or threatened breach concerning Confidential Information, intellectual property, unauthorized access to the Platform or systems, data security, Client contact, non-circumvention, non-solicitation or misuse of Project information, including where such relief is reasonably necessary to protect Client or End Client information or interests.

12.6. Continuing Obligations: The commencement or pendency of any dispute, arbitration or court proceeding shall not suspend or excuse any obligation under this Agreement that is not itself the subject of a bona fide dispute and that, by its nature or terms, is intended to continue.

Without limitation, confidentiality, restricted-use, data-security, intellectual-property, Client-contact, non-circumvention, non-solicitation, return and deletion, and other continuing obligations shall remain in full force during the pendency of any dispute or proceeding.

12.7. Severability: If any part of this Clause 12 is held invalid or unenforceable, that part shall be severed or enforced to the maximum extent permitted by applicable law, and the remaining provisions shall continue in full force and effect.

12.8. Statutory Complaints and Other Preserved Remedies: Nothing in this Agreement, including Clauses 12.2 and 12.3, shall prevent either Party from making a lawful, good-faith complaint or report to, providing information to, or cooperating with any competent police authority, cybercrime authority, regulator or other statutory authority concerning conduct falling within that authority’s lawful jurisdiction.

Neither completion of the amicable-resolution period nor commencement or completion of arbitration shall be a contractual prerequisite to such action.

Nothing in this Agreement shall exclude any matter that cannot lawfully be referred to arbitration, any statutory right or remedy that cannot lawfully be waived, or access to competent courts for available interim protection, enforcement or other proceedings permitted under applicable law.

13.1. Priority: In the event of inconsistency, the following order of priority shall apply:

(a) Project-specific written terms that expressly state that they supplement or vary this Agreement and are issued or approved by an authorized Vedak representative for the relevant Project; (b) this Agreement;

(c) the Code; and

(d) general operational guidance.

Where two requirements relating to compliance, confidentiality, information security or Client-specific restrictions can reasonably operate together, Expert shall comply with the stricter requirement.

No statement, instruction or communication from a Client shall amend Expert’s commercial terms or authorize additional work unless Vedak expressly confirms such amendment or authorization in writing.

13.2. Modification: Company may update this Agreement, the Code or general Platform policies prospectively by providing reasonable electronic notice to Expert through the Platform, registered email or another recorded electronic means.

Any material update shall take effect prospectively. Where applicable law requires renewed acceptance or consent, Company may require Expert to provide such acceptance before continued participation. Any material amendment to Clause 12 shall apply only upon Expert’s subsequent acceptance or other legally sufficient assent and shall not affect a dispute for which written notice was given before the amendment became effective.

No general update shall retrospectively alter the agreed commercial terms for Authorized Work already completed. A Project-specific commercial amendment requires written confirmation from an authorized Vedak representative.

13.3. No Conflict: Expert represents having no agreement or obligation conflicting with these Terms.

13.4. Publicity: Expert shall not publicly disclose Client identity, End Client identity, Project information, Project communications, Confidential Information or the substance of a non-public Project-related dispute except as permitted by this Agreement or applicable law.

Expert shall not disclose such information to any journalist, media house, publication, broadcaster, social-media account, forum, review platform or other public channel.

Nothing in this Clause restricts a truthful and good-faith report of suspected unlawful conduct to a competent authority, testimony or disclosure required by law, or another legally protected disclosure.

For avoidance of doubt, Expert’s obligations concerning false, malicious or misleading statements are governed by Clause 5.1.2.

13.5. Data Protection and Privacy: Expert acknowledges Company processes personal data per Company Privacy Policy and applicable data-protection laws including the Digital Personal Data Protection Act, 2023 and rules made thereunder to the extent in force from time to time, the Information Technology Act, 2000 and applicable rules, the GDPR where applicable, and other applicable privacy laws.

Expert consents to or otherwise acknowledges the lawful processing of personal data and necessary cross-border transfers for Platform operation and Agreement performance in accordance with applicable law and Vedak’s Privacy Policy.

Expert shall process personal data obtained from Company only as necessary and according to Company instructions and law.

13.6. No Waiver: Failure or delay by either party to exercise/enforce a right/claim is not a waiver of that right/claim, nor does it affect future enforcement, unless an express written waiver is signed by authorized representatives.

13.7. Assignment: Expert Services are personal.

Expert shall not assign, delegate or subcontract without Company consent.

Company may assign rights/duties to an affiliate, successor or third party in connection with a merger, restructuring, sale, transfer of business or other legitimate corporate transaction, and Expert consents.

For avoidance of doubt, Expert may nominate a payee under Clause 6.6, but such nomination is not an assignment of Expert’s rights or obligations under this Agreement.

13.8. Notices: Formal notices under this Agreement may be delivered by personal delivery, registered post, recognized courier, the registered email address associated with Expert’s account, or another electronic address expressly designated by the receiving party.

Email notices shall be deemed received when transmitted, provided no automated delivery-failure notification is received. Platform and email communications may be used for routine operational, compliance and Project communications.

Either party shall promptly update its applicable contact information.

13.9. Survival: The following shall survive expiry or termination of this Agreement to the extent required by their terms or nature: Clause 4 for any applicable Restricted Period and any continuing authorization, payment or non-circumvention obligation; Clause 5 to the extent of continuing compliance, confidentiality, restricted-use, reporting or other post-Project obligations; Clause 6 in respect of accrued fees, invoice certification, payment, recovery and payment finality; Clauses 7, 8, 9 and 10; Clause 11.4; Clause 12; and Clause 13, together with any other provision which by its nature is intended to survive.

13.10. Severability: If any portion is unlawful or unenforceable, it is ineffective only to that extent.

Other provisions remain effective.

Where an applicable restriction is unenforceable in part, it shall be enforced only to the maximum extent lawfully permitted without expanding its intended subject matter.

13.11. Entire Agreement: This Agreement, the Code, applicable Project-specific written terms and any Client Arrangement expressly applicable to Expert constitute the entire agreement between Company and Expert concerning their subject matter and supersede prior oral or written understandings concerning that subject matter.

No oral statement, informal message or communication from a Client or Company representative shall modify Project scope, rate, duration or payment entitlement unless confirmed in writing by an authorized Vedak representative.

13.12. Electronic Acceptance and Records: Expert agrees that electronic acceptance, electronic signatures, Platform records, email confirmations and other electronic records may evidence acceptance, Project authorization, communications and transactions to the extent permitted by applicable law.

Expert further agrees that acceptance through the Platform, a recorded electronic acceptance process or another legally recognized electronic means may constitute execution of this Agreement to the extent permitted by applicable law.

Expert acknowledges Company/Client may require attestation of compliance upon Project completion.

This includes confirming that:

14.1. Expert did not disclose Confidential Information, MNPI, information subject to a duty of confidence, or other information prohibited from disclosure under this Agreement or applicable law;

14.2. Expert did not breach third-party obligations;

14.3. Expert complied with the obligations applicable to the Project and will continue to comply with all obligations that survive completion of the Project;

14.4. Expert will not use or disclose Confidential Information or other protected third-party information obtained from a Client or End Client except as expressly permitted under this Agreement, the applicable Project terms or applicable law;

14.5. Expert has disclosed to Vedak any request for additional, subsequent, follow-up or out-of-scope work and did not undertake such work without Vedak’s prior written authorization;

14.6. Expert did not receive, request or agree to receive unauthorized direct payment or other compensation from Client or End Client;

14.7. Expert did not record, screenshot, transcribe or permit any unauthorized person, AI tool, meeting bot, transcription service or automated system to access the Project;

14.8. any time, work, expenses and fees claimed by Expert are complete and accurate and relate solely to Authorized Work;

14.9. Expert has reported any actual or suspected compliance, confidentiality or security incident of which Expert is aware.

Expert agrees to immediately notify compliance@vedak.com if they believe a violation occurred.

By submitting an invoice, timesheet or payment request for any Project, Expert is deemed to repeat the applicable confirmations in this Clause 14 as of the date of submission.