Recitals

Whereas, Advisor is providing business consulting services to companies and their management (“Clients”) on strategic and operational matters, including on financial matters;

Whereas, Advisor and Client desire to enter into an agreement pursuant to which the Advisor will provide technical and administrative support for managing independent Consultants, who may, from time to time, refer leads for potential investors (“Prospects”) wishing to invest in Client;

Whereas, the Advisor will provide administrative services for the identification and remuneration of Consultants;

Now, therefore, the Parties hereby agree as follows:

• Advisory Services

1. Scope. The Advisor shall provide to Client technical and administrative support for managing independent Consultants as follows (the “Services”):
   • Identification and onboarding of Consultants through a dedicated website set-up and operated by the Advisor; the identification process shall be in line with customary KyC procedures;
   • Entering into a Referral Agreement substantially in the form in Annex 1 with Consultants approved by the Client;
   • Providing technical support for the Client and Consultants to facilitate their communication and the exchange of documents;
   • Managing the compensation due to Consultants in accordance with Section B.
2. The Advisor shall work and engage with Consultants only if they have been approved by the Client. The Advisor assumes no responsibility as to the Consultant’s capabilities and fitness to provide Referral Services other than those expressly set forth in this Agreement or the Referral Agreement.
3. For the avoidance of doubt, the Consultant’s relationship with Advisor will be that of an independent contractor and not of an employee. The Advisor therefore will not assume any responsibility to ensure the Consultant’s compliance with applicable social security or tax laws.

• Compensation
• The Advisor shall manage the Compensation of Consultants as set forth in the Referral Agreements in accordance with the remainder of this Section.
• The Client shall inform the Advisor from time to time if an investment has been made by a Prospect as a result of a referral by a Consultant, including the total amount of investments made, the date of the investment and the total amount of the Consultancy Fee payable to the Consultant.
• The Client shall pay to the Advisor the amount payable as Compensation to the Advisor’s bank account indicated in Annex 2 within ten (10) business days. 
• The Advisor shall pay the amount payable as Compensation, minus the Service Charge as calculated below, without delay to the Consultant.
• Service Charge

1. The Client shall pay the Advisor for the Services under this Agreement a Service Charge of one (1) per cent of the total amount payable as Compensation to the Consultants. 
2. The Service Charge shall become due and payable on the same date as the Compensation of Consultants. 

• Term and Termination

1. Term. The initial term of this Agreement shall be for two (2)years from and after the Effective Date. This Agreement shall automatically renew for an additional one-year terms following the expiration of the initial term, unless and until terminated by either party at any time upon ten (10) days written notice. 

• Liability

1. Each Party shall be liable to the other Party for any loss or damage (including losses, costs, expenses and reasonable legal fees) resulting from willful default (Vorsatz; dol) or gross negligence (grobe Fahrlässigkeit; faute grave), but not for minor negligence (leichtes Verschulden; faute légère) for which liability is limited to the maximum extent permitted by applicable aw. 
2. Each Party shall be liable to the other Party for the actions or omissions of their employees, delegates and agents (Hilfspersonen, auxiliaires) to the same extent as they are liable for their own actions or omissions. 
3. Notwithstanding Cl. 12, a Party shall not be liable for acts of any third party acting on its behalf, provided it has exercised due diligence in the selection and instruction, as well as in the supervision, if required by applicable mandatory law of such third party.
4. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, FOR ANY INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING LOST SAVINGS, LOST PROFIT OR BUSINESS INTERRUPTION EVEN IF ADVISOR IS NOTIFIED IN ADVANCE OF SUCH POSSIBILITY) ARISING OUT OF OR PERTAINING TO THE SUBJECT MATTER OF THIS AGREEMENT.

• Confidentiality

1. Definition of Confidential Information. For purposes hereof, “Confidential Information” means any information, technical data or know-how (whether disclosed before or after the date of this Agreement), including, but not limited to, information relating to business and product or service plans, financial projections, customer lists, business forecasts, sales and merchandising, human resources, patents, patent applications, computer object or source code, research, inventions, processes, designs, drawings, engineering, costs, pricing, marketing plans and other confidential or proprietary or which information would, under the circumstances, appear to a reasonable person to be confidential or proprietary. Confidential Information does not include information, technical data or know-how that: (i) is in the possession of Consultant at the time of disclosure, as shown by Consultant’s files and records immediately prior to the time of disclosure; or (ii) becomes part of the public knowledge or literature, not as a direct or indirect result of any improper inaction or action of the Consultant. Notwithstanding the foregoing, Consultant may disclose Confidential Information with the prior written approval of the Advisor or pursuant to the order or requirement of a court, administrative agency or other governmental body. Without limiting the foregoing, the terms and conditions of this Agreement is the Confidential Information of both parties.
2. Confidentiality Obligations. Consultant will not use Advisor’s Confidential Information, except as necessary for the performance of this Agreement, and will not disclose such Confidential Information to any third party, except to those that need to know such Confidential Information for the performance of this Agreement, provided that each such person is subject to a written agreement that includes binding use and disclosure restrictions that are at least as protective as those set forth herein. Consultant will use all reasonable efforts to maintain the confidentiality of Advisor’s Confidential Information in its possession or control, but in no event less than the efforts that it ordinarily uses with respect to its own confidential information of similar nature and importance.

• Miscellanous

1. Waiver. The failure or forbearance of a Party to enforce any right or claim against the other party shall not be deemed to be a waiver by such Party of such right or claim or any other right or claim hereunder. The waiver by a Party of a breach hereof shall not operate or be construed as a waiver of any subsequent breaches of the same or any other provision.
2. Entire Agreement. This Agreement constitute the entire agreement between the Parties and supersede and extinguish all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to their subject matter. Each Party acknowledges that in entering into this Agreement it does not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement. 
3. Severability. If any provision hereof is determined in any proceeding binding upon the parties hereto to be invalid or unenforceable, that provision shall be deemed severed from the remainder of the Agreement, and the remaining provisions of the Agreement shall continue in full force and effect.

• Applicable Law and Jurisdiction

1. Applicable Law. This Agreement and all claims of the Parties in connection with this Agreement shall be governed exclusively by Swiss law. The application of international conventions is excluded to the extent that exclusion is permissible and possible.
2. Jurisdiction. The exclusive place of jurisdiction shall be Zurich.