This independent contractor agreement outlines the terms of an agreement between DefinedCrowd Corporation and an independent contractor. The contractor will provide services such as gathering native speakers, translating materials, and creating gold standard datasets for website classification according to instructions. The agreement specifies the services, term from September 27 to October 21, 2016, fees of $12 per hour, intellectual property terms granting ownership of work to DefinedCrowd, confidentiality requirements, and termination terms.

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129248.0001/6459268.1
INDEPENDENT CONTRACTOR AGREEMENT & SCHEDULE 1
This Agreement (this "Agreement") sets forth the terms and conditions whereby you agree to provide certain
services to DefinedCrowd Corporation (the "Company") and the Company agrees to pay you for such services.
1. SERVICES. You shall provide to the Company the services set forth on Schedule 1 (the "Services") as an
independent contractor.
2. TERM. The term (the “Term”) of this Agreement shall commence on the start date set forth on Schedule
1 (the "Start Date") and shall continue until the end date set forth on Schedule 1 (the "End Date") , unless earlier
terminated in accordance with this Agreement.
3. FEES AND EXPENSES. As full compensation for the Services, the Company shall pay you in accordance
with the attached Schedule 1 (the "Fees"). In addition, the Company will reimburse you for expenses you incur in
providing the Services to the extent you obtain the Company’s prior written approval.
4. INTELLECTUAL PROPERTY RIGHTS. The Company is and shall be, the sole and exclusive owner of all right,
title and interest throughout the world in and to all the results and proceeds of the Services (collectively, the
"Deliverables"), Upon the request of the Company, you shall promptly take such further actions as may be
necessary to assist the Company to perfect or enforce its rights in any Deliverables. In the event the Company is
unable, to obtain your signature on any required documents, you hereby irrevocably appoint the Company as
your agent and attorney-in-fact, to execute and file any such document and do all other lawfully permitted acts
to perfect its rights in the Deliverables. To the extent that any of your pre-existing materials identified in
Schedule 1 are contained in the Deliverables, you retain ownership of such preexisting materials and hereby
grant to the Company an irrevocable, worldwide, unlimited, royalty-free license to use, publish, reproduce,
display, distribute copies of, and prepare derivative works based upon such preexisting materials.
5. PERSONAL DATA. By entering into this agreement, you acknowledge that you have read and understood
the Company’s Privacy Policy (available at https://www.definedcrowd.com/en-us/privacy/), and that you accept
and agree to its terms, in particular those regarding the collection, provision and use of your personal data. The
acceptance of the terms set out in the Privacy Policy, as well as the provision and collection of your personal
data are requirements necessary to enter into this Agreement.
6. CONFIDENTIALITY. You acknowledge that you will have access to information that is treated as
confidential and proprietary by the Company, including, without limitation, the existence and terms of this
Agreement, trade secrets, technology, and information pertaining to business operations and strategies of the
Company (collectively, the "Confidential Information"). You agree to treat all Confidential Information as strictly
confidential, not to disclose Confidential Information or permit it to be disclosed, to any third party without the
prior written consent of the Company, and not to use any Confidential Information for any purpose except as
required in the performance of the Services.
7. TERMINATION. You or the Company may terminate this Agreement upon 10 days' written notice
without cause and immediately upon the breach this Agreement if such breach is incapable of cure or, with
respect to a breach capable of cure, if such breach is not cured within 10 days after receipt of written notice. In
the event of termination pursuant to this Section 6, the Company shall pay you on a pro-rata basis any Fees then
due and payable for any Services completed up to and including the date of such termination. Upon expiration or
termination of this Agreement for any reason, or at any other time upon the Company's written request, you
shall promptly (i) deliver to the Company all (a) Deliverables (whether complete or incomplete) and all hardware,
software, equipment or other materials provided for your use by the Company; and (b) tangible documents and
materials (and any copies) containing, reflecting, incorporating or based on the Confidential Information; and (ii)
permanently erase all Confidential Information from your computer systems. The terms and conditions of
Section 4, 5, and 6 shall survive the expiration or termination of this Agreement.
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8. MISCELLANEOUS. This Agreement may only be amended, modified or supplemented by an agreement
in writing signed by each party hereto, and any of the terms thereof may be waived, only by a written document
signed by each party to this Agreement or, in the case of waiver, by the party or parties waiving compliance. This
Agreement shall be governed by and construed in accordance with the internal laws of the State of Washington
without giving effect to any choice or conflict of law provision or rule. Each party irrevocably submits to the
exclusive jurisdiction and venue of the federal and state courts located in the King County of Washington in any
legal suit, action or proceeding arising out of or based upon this Agreement or the Services provided hereunder.
If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity,
illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or
render unenforceable such term or provision in any other jurisdiction.
SCHEDULE 1
1. SERVICES: Gathering 2 to 3 native speakers of the language in question to participate in an online job on
the definedcrowd.com platform if required. Translating instruction materials where required. Provide localized
keywords to search for websites of up to 6 domains provided by DefinedCrowd. Create a gold set of websites for
which we know a correct classification according to instructions provided by DefinedCrowd for each of the 6
domains.
2. START DATE: 27/09/2016
3. END DATE: 21/10/2016
4. FEES AND PAYMENT SCHEDULE: 12 USD per hour
5. DELIVERABLES:
 A list of search keywords per domain as described above
 Translations of instruction documents
 Gold sets according to instructions provided by DefinedCrowd
6. PRE-EXISTING MATERIALS: N/A
DocuSign Envelope ID: 5074277A-1F8A-46AB-86C9-2890F2844028

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129248.0001/6459268.1
COMPANY:
DEFINEDCROWD CORPORATION
_________________________________________
Daniela Braga, CEO
INDEPENDENT CONTRACTOR:
By: ______________________________________
Print Name: _______________________________
DocuSign Envelope ID: 5074277A-1F8A-46AB-86C9-2890F2844028