GSU Agreement

Background

A. The Client is of the opinion that Podcrash Ltd has the necessary qualifications, experience and abilities to provide services to the Client.

B. Podcrash Ltd agrees to provide such services to the Client on the terms and conditions set out in this Agreement.

In Consideration of the matters described above and of the mutual benefits and obligations set forth in this Agreement, the receipt and sufficiency of which consideration is hereby acknowledged, the Client and Podcrash Ltd (individually the “Party” and collectively the “Parties” to this Agreement) agree as follows:

Services Provided

1. The Client hereby agrees to engage Podcrash Ltd to provide the Client with the following services (the “Services”):

• Podcrash Ltd will design and develop the product to meet the specifications as set out by the Client at the point of contact.

2. The Services will also include any other tasks which the Parties may agree on. Podcrash Ltd hereby agrees to provide such Services to the Client.

Term of Agreement

3. The term of this Agreement (the “Term”) will begin on the date of this Agreement and will remain in full force and effect until the completion of the Services, subject to earlier termination as provided in this Agreement. The Term may be extended with the written consent of both Parties.

Performance

4. The Parties agree to do everything necessary to ensure that the terms of this Agreement take effect.

Currency

5. Except as otherwise provided in this Agreement, all monetary amounts referred to in this Agreement are in USD.

Payment

6. Podcrash Ltd will charge the Client a flat fee of $ for the Services (the “Payment”)

7. A retainer of 50% of the Payment (the “Retainer”) is payable by the Client upon execution of this Agreement.

8. For the remaining amount, the Payment will be due upon completion of the Services.

9. Downloadable Services will not be provided to the Client until complete Payment has been received.

10. In the event that this Agreement is terminated by the Client prior to completion of the Services but where the Services have been partially performed, the Contractor will be entitled to pro rata payment of the Payment to the date of termination.

11. The payment as stated in this Agreement does not include Value Added Tax. Any Value Added Tax required will be charged to the Client in addition to the Payment.

Change of Scope

12. Podcrash Ltd is able to modify the Payment amount if the Client requests additional modifications that significantly alter the Services of this agreement.

13. All modifications to the Payment must be pre-approved by the Client.

Interest on late payments

14. Interest payable on any overdue amounts under this Agreement will be charged at a fixed rate of 10.00% per annum or at the maximum rate enforceable under applicable legislation, whichever is lower.

15. Podcrash Ltd reserves the right to pass Payment collection to necessary authorities if the Client fails to pay within the time setout in this Agreement.

Confidentiality

16. Confidential information (the “Confidential Information”) refers to any data or information relating to the business of the Client which would reasonably be considered to be proprietary to the Client, including, but not limited to, accounting records, business processes, and client records and that is not generally known in the industry of the Client and where the release of that Confidential Information could reasonably be expected to cause harm to the Client.

17. Podcrash Ltd agrees that they will not disclose, divulge, reveal, report or use, for any purpose, any Confidential Information which Podcrash Ltd has obtained, except as authorised by the Client or as required by law. The obligations of confidentiality will apply during the Term and will end on the termination of this Agreement except in the case of any Confidential Information, which is a trade secret, in which case those obligations will last indefinitely.

Ownership of Intellectual Property

18. All intellectual property and related material (the “Intellectual Property”) developed or produced under this Agreement will be the property of Podcrash Ltd. The Client is granted a non-exclusive limited-use license of this Intellectual Property.

19. Title, copyright, intellectual property rights and distribution rights of the Intellectual Property remain exclusively with Podcrash Ltd.

Return of Property

20. Upon the expiry or termination of this Agreement, Podcrash Ltd will return to the Client any property, documentation, records, or Confidential Information which is the property of the Client.

Capacity / Independent Contractor

21. In providing the Services under this Agreement, it is expressly agreed that Podcrash Ltd is acting as an independent contractor and not as an employee. Podcrash Ltd and the Client acknowledge that this Agreement does not create a partnership or joint venture between them and is exclusively a contract for service.

Right of Substitution

22. Except as otherwise provided in this Agreement, Podcrash Ltd may, at the absolute discretion of Podcrash Ltd, engage a third party sub-contractor to perform some or all of the obligations of Podcrash Ltd under this Agreement and the Client will not hire or engage any third parties to assist with the provision of the Services.

23. In the event that Podcrash Ltd hires a sub-contractor:

• Podcrash Ltd will pay the sub-contractor for its services and the Compensation will remain payable by the Client to Podcrash Ltd.
• for the purpose of the indemnification clause of this Agreement, the sub-contractor is an agent of Podcrash Ltd.

Autonomy

24. Except as otherwise provided in this Agreement, Podcrash Ltd will have full control over working time, methods and decision-making in relation to the provision of the Services in accordance with the Agreement. Podcrash Ltd will work autonomously and not at the direction of the Client. However, Podcrash Ltd will be responsive to the reasonable needs and concerns of the Client.

Equipment

25. Except as otherwise provided in this Agreement, Podcrash Ltd will provide at Podcrash Ltd’s own expense, any and all tools, machinery, equipment and any other items or parts necessary to deliver the Services in accordance with the Agreement.

No Exclusivity

26. The Parties acknowledge that this Agreement is non-exclusive and that either Party will be free, during and after the Term, to engage or contract with third parties for the provision of services similar to the Service.

Notice

27. All notices, requests, demands or other communications required or permitted by the terms of this Agreement will be given in writing through the Astrium Discord or to such other address as either Party may from time to time notify the other.

Indemnification

28. Except to the extent paid in settlement from any applicable insurance policies and to the extent permitted by applicable law, each Party agrees to indemnify and hold harmless the other Party and its respective directors, shareholders, affiliates, officers, agents, employees, and permitted successors and assigns against any and all claims, losses, damages, liabilities, penalties, punitive damages, expenses, reasonable legal fees and costs of any kind or amount whatsoever, which result from or arise out of any act or omission of the indemnifying party, its respective directors, shareholders, affiliates, officers, agents, employees, and permitted successors and assigns that occurs in connection with this Agreement. This indemnification will survive the termination of this Agreement.

Modification of Agreement

29. Any amendment or modification of this Agreement or additional obligation assumed by either Party in connection with this Agreement will only be binding if evidenced in writing and signed by each Party or an authorised representative of each Party.

Time of the Essence

30. Time is of the essence in this Agreement. No extension or variation of this Agreement will operate as a waiver of this provision.

Assignment

31. Podcrash Ltd will not voluntarily, or by operation of law, assign or otherwise transfer its obligations under this Agreement without prior written consent of the Client.

Entire Agremeent

32. It is agreed that there is no representation, warranty, collateral agreement or condition affecting this Agreement except as expressly provided in this Agreement.

Enurement

33. This Agreement will enure to the benefit of and be binding on the Parties and their respective heirs, executors, administrators and permitted successors and assigns.

Titles / Headings

34. Headings are inserted for the convenience of the Parties only and are not to be considered when interpreting this Agreement.

Gender

35. Words in the singular mean and include the plural and vice versa. Words in the masculine mean and include the feminine and vice versa.

Governing law

36. This Agreement will be governed by and construed in accordance with the laws of England.

Severability

37. In the event that any of the provisions of this Agreement are held to be invalid or unenforceable in whole or in part, all other provisions will nevertheless continue to be valid and enforceable with the invalid or unenforceable arts severed from the remainder of this Agreement.

Waiver

38. The waiver by either Party of a breach, default, delay or omission of any of the provisions of this Agreement by the other Party will not be construed as a waiver of any subsequent breach of the same or other provisions.