THIS AGREEMENT is made on the 1st day of October 2017

BETWEEN

MEG LAWAL, of 13, Togo Street, Obalende, Lagos State (hereinafter referred to
as the “Independent Contractor” which expression shall where the context so admits
include her successors – in – title and assigns) of the first part.

AND

ABC LIMITED, a Company duly incorporated under the Laws of the Federal
Republic of Nigeria whose registered address is 5, Gabon Street, Ilupeju, Lagos State
(hereinafter referred to as “The Company” which expression shall where the context
so admits include its successors-in-title and assigns) of the other part.

RECITAL

(a) The Company engages in the Business of Food Processing.

(b) The Independent Contractor is a Professional Chef.

(c) The Company desires to engage the Independent Contractor to provide certain
services in the area of the Independent Contractor’s expertise and the
Independent Contractor is willing to provide such Services to the Company
subject to terms and conditions agreed by the Parties.

In consideration of the mutual promises herein contained, the Company and the
Independent Contractor hereby agree as follows:

1. ENGAGEMENT AND SERVICES

1.1 The Company hereby engages the Independent Contractor to provide and
perform the Services set forth in the Schedules 1, 2 and 3 of this
Agreement (the “Services”) and the Independent Contractor hereby
accepts the engagement.

1.2 STANDARD OF SERVICES

1.3 All Services to be provided by the Independent Contractor shall be

performed with promptness and diligence in a workmanlike manner and at
a level of proficiency to be expected of an Independent Contractor with the
background and experience that the Independent Contractor has
represented that she possesses.

2. CONSIDERATION

2.1 In full consideration for the performance of the Services hereunder, and for
any rights granted for or relinquished by the Independent Contractor under

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 this Agreement, the Company shall pay the Independent Contractor as
follows:

2.1.1. Fixed Fee in Naira equivalent to $250 based on prevailing parallel

market rate selling rate as stated on Aboki (https://abokifx.com) for
each recipe prepared by the Independent Contractor.

2.2 The Independent Contractor shall, prior to the delivery of Services as

contained in Schedule 1 in each particular month, provide the Company
with an itemized Invoice specifying the number of recipes to be prepared,
the unit price for each recipe pursuant to Clause 2.1.1., the dates in which
the recipe(s) will be prepared and the total amount due from the Company.

2.3 Payment will be made monthly in two tranches: The initial payment of
60% of the Fixed Fee (for each recipe to be prepared by the Independent
Contractor) will be made by the Company prior to the delivery of Services
by the Independent Contractor. The balance payment of 40% of the Fixed
Fee (for each recipe prepared by the Independent Contractor) will be paid
upon completion of the services.

2.4 Payment will be made by way of Wire Transfer to the Independent

Contractor’s Account in Nigeria pursuant to wiring instructions that shall
be provided in writing to the Company by the Independent Contractor.

2.5 The Independent Contractor acknowledges and agrees that she shall not be
entitled to, and the Company shall not be obligated to pay, any monies or
other compensation for the Services provided and rights granted under this
Agreement.

2.6 Any delay in the payment of the Contract Sum by the Company will attract
a sum of N 1,000.00 (One Thousand Naira) for each day of breach.

3. TERM

3.1 This Agreement shall commence on the 1st day of December 2017 and
continue for a period of Twelve (12) months unless terminated sooner by
either Party under Clause 15. This Agreement may be extended for an
additional period of Twelve (12) months, provided both Parties agree in
writing to do so, prior to the expiration date. Any extension shall be on
such terms and conditions to be agreed upon by Parties.

4. INDEPENDENT CONTRACTOR RELATIONSHIP

4.1 The Independent Contractor agrees to perform the Services as contained in

the Schedule solely as an Independent Contractor.

4.2 The Parties to this Agreement recognize that this Agreement does not
create any actual or apparent agency, partnership, franchise, or relationship
of employer and employee between the Parties. The Independent

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 Contractor is not authorized to enter into or commit the Company to any
Agreements, and the Independent Contractor shall not represent herself as
the agent or legal representative of the Company.

4.3 The Independent Contractor shall not be entitled to any remuneration,

benefits or expenses other than as specifically provided for in this
Agreement.

4.4 The Company shall not be liable for taxes, Employees’ Compensation,
Insurance, Employer’s liability, Withholding Tax, or other taxes or
withholding for or on behalf of the Independent Contractor or any other
person consulted or employed by the Independent Contractor in
performing Services under this Agreement. All such costs shall be the
Independent Contractor’s responsibility.

5. PROPRIETARY RIGHTS

5.1 The Independent Contractor acknowledges that she has no right to or

interest in her work or product resulting from the Services performed
hereunder, or any documents, reports or other materials created by the
Independent Contractor in connection with the Services, nor any right to or
interest in any Copyright therein.

5.2 The Independent Contractor hereby assigns to the Company any and all
right, title, and interest the Independent Contractor may have in and to
such Materials, including all Copyrights, all publishing rights, and all
rights to use, reproduce, and otherwise exploit the Materials in any and all
formats or Media and all Channels, whether now known of or hereafter
created.

5.3 The Independent Contractor hereby releases and discharges the Company,
its employees, licensees, agents, successors and assigns from any claims,
actions, damages, liabilities, costs, or demands whatsoever arising by
reason of defamation, invasion of privacy, right of publicity, copyright
infringement or any other personal or property rights from or related to any
use of the Materials.

5.4 The Independent Contractor agrees to execute such Instruments, as the

Company may from time to time deem necessary or desirable to evidence,
establish, maintain, and protect the Company’s ownership of such
Materials, and all other rights, title, and interest therein.

6. PUBLICITY GUIDELINES

6.1 The Company hereby grants the Independent Contractor a non-exclusive

license to use, reproduce, publish the Materials or work or product
resulting from the Services performed under this Agreement in any and all
formats or Media and all Channels including photographs, trademarks,

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 data, video/audio production of the Food Demonstration Sessions, in its
external advertising, marketing programs or promotional efforts.

6.2 Images resulting from the Services provided under this Agreement may
contain the Independent Contractor’s logo, watermark or proof stamp. The
Company, however reserves the right to edit the Images.

6.3 At the sole, absolute and unfettered discretion of the Company, the
Company may make any changes in, deletions from or additions to the
work or product resulting from the Services performed under this
Agreement.

7. CONFIDENTIAL INFORMATION

7.1 The Independent Contractor shall not at any time whether before or after
the termination of this Contract divulge or use any confidential
information in relation to the Company’s affairs or business or method of
carrying on business.

8. WARRANTIES AND INDEMNIFICATION

8.1 The Independent Contractor represents and warrants that:

8.1.1. She has full power and authority to enter into and perform her
obligations under this Agreement.

8.1.2. This Agreement is a legal, valid, and binding obligation of the

Independent Contractor and entering into this Agreement will not
violate any material contract, which she is a Party.

8.1.3. She shall exercise all reasonable skill, care and diligence in the
performance of the Services and shall carry out her obligations in
accordance with, and shall not violate, applicable laws, rules or
regulations, and standards prevailing in the Industry and the
Independent Contractor shall obtain all permits or permissions
required to comply with such laws, rules or regulations.

8.1.4. The Materials/ Food Products shall be in accordance with generally

acceptable standards in the Industry. The Independent Contractor
shall maintain the highest standard of cleanliness and hygiene in
accordance with all the relevant Laws and Regulations.

8.1.5. The Independent Contractor shall comply with all reasonable

standards of safety and comply with the Company’s health and
safety procedures from time to time in force at the Premises where
the Services are provided and report to the Company any unsafe
working conditions or practices.

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 8.1.6. There is no Contract, Agreement, Relationships or Commitments to
any person or entity which conflicts with the Independent
Contractor’s obligations to the Company under this Agreement.
The Independent Contractor agrees not to enter into any Contract,
whether written or oral, which is in conflict with this Agreement.

8.1.7. The Independent Contractor shall comply with all of the

Company’s standards and procedure when working onsite at the
Company, including without limitation, standards relating to
security.

8.2 The Company represents and warrants, that;

8.2.1. It has full power and authority to enter into and perform its
obligations under this Agreement.

8.2.2. This Agreement is a legal, valid, and binding obligation of the

Company and entering into this Agreement will not violate the
Articles of Association or Byelaws of the Company or any material
contract, which it is a Party.

8.2.3. It shall provide the necessary space for the operation of the
Services and will furnish, without cost to the Independent
Contractor, all Utilities and the Facilities reasonable and necessary
for the efficient performance of this Agreement by the Independent
Contractor, including but not limited to hot and cold water, gas,
lights, and electric current, garbage removal services, sewage
disposal services, kitchen space and equipment.

8.2.4. It shall furnish the Independent Contractor with a Written Notice

specifying the period of engagement for each contracting month.

8.2.5. There is no Contract, Agreement, Relationships or Commitments to

any person or entity which conflicts with the Company’s
obligations to the Independent Contractor under this Agreement.
The Independent Contractor agrees not to enter into any Contract,
whether written or oral, which is in conflict with this Agreement.

8.2.6. The Company shall notify the Independent Contractor in writing

within Seven [7] working days of receipt of the monthly Menu and
Recipe Calendar, of any changes, additions or deletions.

9. APPLICABLE LAW

9.1 This Agreement shall be governed and construed in accordance with the
Laws of the Federal Republic of Nigeria.

10. DISPUTE RESOLUTION

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10.1 In the event of any dispute between the Parties arising out of or concerning
this Agreement or its construction, the Parties expressly agree that before
instituting any action in Court or any Arbitration Proceeding, they shall
attempt to settle the dispute, first by negotiation in good faith and if Parties
do not reach such a resolution within Fourteen [14] working days after the
commencement of such negotiation, they shall, not more than Seven [7]
thereafter, submit the dispute to the Lagos Multi Door Court House for
Mediation. Parties shall make committed efforts towards the resolution of the
Dispute at every stage.

10.2 A Party to this Contract claiming that a dispute has arisen from the
Agreement must give a written notice specifying the nature of the Dispute
to the other Party. The Parties must then commence Negotiation within
Seven [7] days of such notice of Dispute being given.

10.3 Any Agreement reached by the Parties following negotiations or

Mediation shall be put into writing and executed by both Parties and shall
become binding on both Parties.

11. ASSIGNMENT

11.1 The Services to be performed by the Independent Contractor are personal

in nature, and the Company has engaged the Independent Contractor as a
result of Independent Contractor’s expertise relating to such Services. The
Independent Contractor, therefore, agrees that she shall not assign,
transfer, delegate or otherwise dispose of this Agreement or any right, duty
or obligation under this Agreement without the Company’s prior written
consent.

12. NOTICES

12.1 All Notices which are required to be given in accordance with this
Agreement shall be in writing and may be delivered personally or by
substituted service to the Registered Office of the Party upon whom the
Notice is to be served or any other address that the Party has notified the
other Party in writing, by email, or facsimile transmission. Any such
Notice shall be deemed to have been served, if by hand when delivered; if
my email or facsimile transmission, when that Email or facsimile is sent.

13. SCHEDULES

13.1 The Schedules to this Agreement form an integral part of this Agreement.

14. ENTIRE AGREEMENT

14.1 This Agreement constitutes the entire Agreement between the Parties and
supersedes any prior written or oral agreement between them. No
supplement, modification or amendment of this Agreement shall be
binding, unless executed in writing by the Parties hereto.

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 15. TERMINATION

15.1 Either Party may terminate this Agreement at any time subject to giving at
least Thirty [30] days’ prior written notice of such termination to the other
Party.

IN WITNESS WHEREOF the Parties have executed this Agreement in the manner
hereafter appearing the day and year first above written.

Signed, Sealed and Delivered by the within-named INDEPENDENT

CONTRACTOR

______________________
MEG LAWAL

In the presence of:

Name:……………………………………………………………………..
Address:…………………………………………………………………..
Occupation:……………………………………………………………….
Signature:………………………………………………………………….

The COMMON SEAL of the Company “ABC LIMITED” was affixed in the
presence of:

________________ ________________
DIRECTOR DIRECTOR/ SECRETARY

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SCHEDULE 1
THE SERVICES

The Services, which the Independent Contractor shall render to the Company, are as
follows:

 Demonstrate practically the preparation of authentic African meals using ABC

products as the Key Ingredient for purposes of Photograph and Audio/Video
Production.

 Unless prevented by ill health or accident, devote Six [6] working days in the
first month and Two [2] working days for subsequent months in carrying out
the Services in this Agreement.

 Prepare and Demonstrate the Preparation of One [1] Recipe per month.

 Provide the Company with a Recipe Ingredient List and Quantities needed at
least One [1] week before the scheduled days in which the Services will be
provided.

 Provide the Company, for approval, a Proposed Bi-Monthly Menu and Recipe
Calendar for the operational period.

 If the Independent Contractor is unable to provide the Services due to the

illness or injury, she shall advise the Company of that fact as soon as
reasonably practicable. For the avoidance of doubt, no Fees shall be payable in
accordance with Clause 2 in respect of any period during which the Services
are not provided.

 The Independent Contractor shall use reasonable endeavors to ensure that she
is available at all times to provide the Services in this Agreement as the
Company may require.

Subject to the provisions of Clause 14 of this Agreement, Additional Services may be

agreed upon between the Parties subject to the terms and conditions as contained in
this Agreement, except for the Fees, which shall be renegotiated and mutually agreed
upon.

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SCHEDULE 2
The Independent Contractor shall, subject to the terms and conditions set out below,
provide ‘ABC Brand Influencer Marketing Services’ to the Company.

TERMS AND CONDITIONS

1. CONTENT

1.1 The Independent Contractor/Influencer shall produce content based on the

‘ABC INFLUENCER PROJECT BRIEF’ contained in Schedule 3. All
Opinions expressed by the Independent Contractor/Influencer will be honest
and truthful. The Independent Contractor/Influencer may be required to state
certain message points outlined by the Company in the ‘ABC INFLUENCER
PROJECT BRIEF’. The Independent Contractor/Influencer shall not make any
statement which is defamatory or potentially damaging in any way whatsoever
to the Company or the Company’s products or services, at any point during the
Project. Content may also include branding, graphics and hyperlinks as
outlined in the ‘ABC INFLUENCER PROJECT BRIEF’. At the sole request
of the Company, the Independent Contractor/Influencer will not publish or
post the Content, and/or will comply with any requests to remove the
unsuitable Content from their social media channels.

1.2 The Independent Contractor/Influencer shall comply with all Regulations,

Policies and Procedures of networks connected to the provision of this
Service.

2. SPONSORSHIP

2.1 The Independent Contractor/Influencer must clearly disclose in sponsored

posts her relationship with the ABC Brand. The Company requires that the
Independent Contractor/Influencer makes such disclosure in such a way that it
is clear to the ordinary consumer viewing the Channels that there is a
commercial relationship between the Independent Contractor/Influencer and
the ABC Brand. This may be achieved through the use of hashtags such as
#sponsoredby and #ad. or through other means suitable to your particular
circumstances or Channel(s). Add the following sentence to blog posts: ‘in
association with the ABC Limited’. For collaborations with verified Facebook
pages, please refer to Facebook’s branded content policies.

2.2 The Independent Contractor/Influencer will refrain from working with or

mentioning a Brand Competitor for a set period of time.

2.3 The Independent Contractor/Influencer must not misrepresent the size of their
audience or their numbers of followers or engagement. Followers must be
obtained organically and not through unethical behavior such as (but not
limited to), purchasing followers, likes or engagement.

3. APPROVALS

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 3.1 If appropriate, all Content shall be reviewed and approved by the Company
prior to being published by the Independent Contractor/Influencer on the
Channels. At the request of the Company, the Independent
Contractor/Influencer shall make changes and adjustments to conform to the
Company’s expectations of Content.

4. DISTRIBUTION

4.1 Content shall be distributed via the Independent Contractor’s/Influencer Social

Media Channels, including but not limited to YouTube, Facebook, Instagram,
Twitter (collectively referred to as the ‘Channels’), as outlined in the ‘ABC
INFLUENCER PROJECT BRIEF’. It is assumed that the Independent
Contractor/Influencer will distribute Content across all their available
Channels, as they would with any of their regular content.

5. PUBLICATION

5.1 Content shall begin to display in the Channels on the date/time specified in the
‘ABC INFLUENCER PROJECT BRIEF’.

6. USAGE

6.1 Upon Publication, the Independent Contractor/Influencer shall display Content

in the Channel in accordance with the ‘ABC INFLUENCER PROJECT
BRIEF’. The Company may also require certain hashtags, hyperlinks, titles,
and other copy to appear alongside the Content.

SCHEDULE 3

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ABC INFLUENCER PROJECT BRIEF

11 | C O N T R A C T F O R S E R V I C E S