13th November 2023

EMPLOYMENT AGREEMENT

Between

SHOP FRESH INTEGRATED SERVICES LIMITED

A limited liability company duly incorporated under the Laws of the Federal Republic of Nigeria with registration
number (RC) - 7151413 (hereinafter referred to as the “Company”).

And

Mr. Akpose Andrew of 13, Owuye Street, NNPC Juncture, Apata, Ibadan. (Hereinafter referred to as
“Contract Staff”)

WHEREAS:

A. The Company is desirous of engaging the services of the Employee as a “Graphics and Content Designer”
and the Employee has represented that he/ she has the requisite knowledge, skills and training required
to perform in this role.
B. The Company has offered employment to the Employee and the Employee has accepted the
Employment on the terms and conditions hereinafter contained.

IN CONSIDERATION of the covenants and other good and valuable considerations (the sufficiency and
acceptance of which are hereby acknowledged) the parties hereby agree as follows:

DEFINITIONS AND INTERPRETATION

The following expressions shall, unless otherwise stated or inconsistent with the context in which they
appear, bear the following meanings and cognate expressions shall bear corresponding meanings:
"Agreement" means this Employment Agreement and all schedules and/or annexures hereto.

“Applicable Laws” means all laws, regulations, orders, standards, codes, by-laws, and other rules of
anyauthority, having jurisdiction (including without limitation, local content, safety, environmental,
occupational health, manufacturing, engineering, construction, customs and excise and taxation laws)
within the Country of Operation.

"Company" means Shop Fresh Integrated Services Limited.

“Company Policy” means the laid-out rules, procedures, and guidelines of Shop fresh integrated
services Limited as may be established from time to time which generally determine and direct the
plans, decisions and actions of the Company as it relates to its operations, members of staff, culture
and all other matters.

“Country of Operation” means the Federal Republic of Nigeria.

“Effective Date” means the 13th November, 2023 notwithstanding the date on which this Agreement is
signed by the parties hereto.

“Employment” means the position for which the Employee is engaged by the Company from time to
time together with the job responsibilities to be performed by the Employee as more specifically
provided in Appendix 1 and all necessary and incidental functions and duties associated therewith to
ensure the smooth operations of the Company.

In this Agreement, unless inconsistent with the context, words referring to one gender include a
reference to the other gender, the singular includes the plural and vice versa; and natural persons
include artificial persons and vice versa.

1.1 The headings of the clauses in this Agreement are for the purposes of convenience and reference
only and shall not be used in the interpretation of nor modify nor amplify this Agreement nor any
clause hereto. Where figures are referred to in numerals and in words, if there is any conflict between
the two, the words shall prevail.
If any provision in a definition is a substantive provision conferring rights or imposing obligations on
any Party, notwithstanding that it is only in the definition clause, effect shall be given to it as if it were
a substantive provision in the body of this Agreement. Any Annexure or schedules to this Agreement
shall be deemed to form part of this Agreement.
Where any term is defined within a particular clause other than this clause 1, that term shall bear the
meaning ascribed to it in that clause wherever it is used in this Agreement.

The Terms of this Agreement have been negotiated between the parties and drafted for the benefit of
the parties, the rule of construction that the contract shall be interpreted against the party responsible
for the drafting or preparation of the Agreement, shall not apply.

2. EMPLOYMENT

2.1 The Company hereby employs the Employee as “Graphics design” on Volunteering Terms and the
Employee agrees that he/she shall at all times faithfully, industriously, and to the best of his/her skill,
ability, expertise, experience and talents, perform all of the duties required of his/her position and as
specifically outlined in Schedule 1 hereto.

2.2 In carrying out these duties and responsibilities, the Employee shall comply with all Applicable
Laws, as well as the Company Policies, procedures, rules and regulations, both written and oral,as may
from time to time be communicated by the Company.

2.3 It is also understood and agreed to by the Employee that his/her assignment, duties and
responsibilities and reporting arrangements may be changed by the Company in its sole discretion
without giving rise to termination of this agreement, provided that such changes shall at all times take
into consideration to the Employee’s qualifications and professional experience.

2.4 The Employee’s contract shall commence from the Effective Date and continue in force until
terminated by either party in accordance with Clause 6 of this Agreement.

2.5 The parties agree that the terms and conditions contained in this Agreement shall, during the
operation of this Agreement, form the basis of the Employment unless where the Company expressly
provides in writing new terms and conditions to supersede this Agreement.

2.6 The Employee shall use his/her utmost endeavors to protect the business interests of the Company
and hereby warrants that by virtue of entering into this Agreement, he/she is not in breach of any
express or implied terms of any contract with or of any other obligations to any third-party binding
upon her.

2.7 Probation Period - It is understood and agreed that you will be placed on (Six) weeks probationary
period, starting from the Effective start Date. Either party may, in its discretion, terminate the
Employee's employment in accordance with the notice period stated in Clause.

6.1. The confirmation of the Employee’s

Employment after the probationary period shall be at the sole discretion of the Company and the
Company shall not be bound to retain the services of the Employee.

3. FUNCTIONS AND CONDITIONS

3.1 Job Title/ Functions
The Employee is hereby employed as “Graphics designer ” and shall perform the functions as more
specifically provided in Schedule 1 of this Agreement which will be provided to you upon resumption.
3.2 Job Role
This includes the following below :
1. A detailed description of the work.
2. Deadlines for deliverables.
3. Payment details.
4. Copyright ownership.
5. Termination clause

3.3 Hours of Work

The Employee’s normal hours of employment shall be Remotely for the time being, Peradventure the
need to arises to visit the office will be communicated to via memo.

3.4 Performance Review

The Employee shall undergo a performance review quarterly during which time the Company will
appraise the performance of the Employee and the Company shall immediately thereafter
communicate to the Employee its conclusions and recommendations.

4. EMPLOYEE’S COVENANTS

4.1 The Employee hereby covenants to:

a. be on time, respond and comply with all reasonable and lawful instructions of the Company as
required from time to time in relation to the Employment.
b. perform the Employment in a manner consistent with the standards and quality expected of a
professional of equal qualification and capacity
c. maintain professional standards of conduct and to refrain from any action which may prejudice or be
averse to the business interest of the Company and to always behave in an orderly fashion whilst on
duty, and to comply with all security, safety and emergency regulations and procedures, as may be
amended from time to time;

d. not to make untrue or misleading statements relating to the Company and shall adhere to the
confidentiality provisions of this Agreement.
e. not hold herself out to any third party to be authorized by the Company to bind them to any
contracts whatsoever without the notice or approval of the Company.
f. not to unlawfully or secretly record any oral, telephonic or electronic communication with other
employees, management staff, supervisors, directors or clients’ of the company ate, except where the
other party consents, or where you are authorized by the Command to do same.

5. Termination

5.1 Either party may terminate the contract by giving a 2 week notice.

5.2 The Company reserves the right to terminate the Employee’s contract summarily without anynotice
period or termination payment, if it has reasonable ground to believe the Employee is guilty of gross
misconduct or negligence or have committed any fundamental breach of contract or caused any loss to
the Company or involved in matter criminal in nature or a potentially criminal matter or abscond from
work without notice.

5.3 On the termination of the Employee’s contract for whatever reason, the Employee shall return to
the Company all property, documents, and papers, both original and copies thereof, including any
samples, literature, contracts, records, lists, drawings, blueprints, letters, notes, data and the like; and
the Confidential Information in the Employee’s possession or under the Employee’s control relating to
the Employee’s employment or to clients’ business affairs.

6. NON- COMPETITION AND NON- SOLICITATION

6.1 During the Employee’s contract with the Company, the Employee shall devote his/her time,
attention and skill to the best of his/her ability for the Company’s business.

6.2 It is acknowledged and agreed that following the termination of the Employee’s contract withthe
Company, howsoever arising and for a period of two years thereafter, the Employee will not, neither
on her behalf nor on behalf of any person solicit business in competition with the Company from any
clients of the Company, with whom the Employee have had dealings at any time during the course of
his/her contract.

6.3 It is further acknowledged and agreed that following termination of the Employee’s
employmentwith the Company for any reason, the Employee shall not hire nor attempt to hire any
current employees of the Company.
6.4 Employee shall not borrow or accept any money, gift, reward or compensation for Employee’s
personal gains or commit to a pecuniary obligation to any stakeholder or client with whom the
Employee may have had or is having any official dealings during the course of her Employment.

6.5. The Employee has agreed not to engage in any business or employment with any competitor,
adversary or any person/company/entity related to or in the same industry as the business with the
Employer or its affiliates or competitor for a period of two yearsfollowing his/her resignation.

7. COMPANY PROPERTY
The Employee shall always maintain in good condition all the property of the Company which may be
entrusted to the Employee for official use during Employment and shall return all such property to the
Company upon the termination of the Employment failing which the cost of the same shall be
recovered from the Employee by the Company.
8. CONFIDENTIAL INFORMATION
8.1 The Employee shall during the contract maintain the highest degree of confidentiality and keep as
confidential the records, documents, and other Confidential Information relating to the business of the
Company which may be known to the Employee or confided in the Employee by any means and the
Employee will use such records, documents and information only in a duly authorized manner in the
interest of the Company. For the purposes of this Agreement, “Confidential Information” means any
information about the Company’s business and that of its customers or clients which is not available to
the general public and which may be learnt by the Employee in the course of the Employment.
This includes but is not limited to information relating to the Company, its employees, customers and
clients’ personal information, employment policies, personnel data, and information about the
Company’s products, processes including ideas, concepts, projections, technology, manuals, drawings,
designs, specifications, and all papers, resumes, records and other documents containing such
Confidential Information.
8.2 At no time will the Employee remove any Confidential Information from the office without the
permission of the management of the Company.
8.3 The Employee’s duty to safeguard and not disclose the Confidential Information survived the
expiration or termination of this Agreement and/or the Employment with the Company.
8.4 Breach of the conditions of this Clause 9 will render the Employee liable to summary dismissal.
9. INTELLECTUAL PROPERTY
9.1 All database, inventions, discoveries, improvements, copyrightable material, trademark ideas and
concepts (“Intellectual Property”), which the Employee may make or conceive, either solely or jointly
with others, during the period of the Employment, shall be deemed to be the sole property of and
vested in the Company and the Employee hereby waives any right, title or interest if any in the same in
favor of the Company. Further, it shall be the Employee’s duty to promptly reduce to writing and to
disclose to the
Company all such inventions, discoveries, improvements, copyrightable material, trademark ideas and
concepts which the Employee may make or conceive.

9.2 The Employee agrees to, at all times, assist the Company in every proper way to patent or
registerthe said ideas, concepts, inventions, discoveries, improvements, copyrightable material and or
trademarks in any and all countries and to vest title thereto in the Company, its successors, assigns,
and nominees.
9.3 The Employee’s obligations under this Clause 10, particularly with respect to procuring title to any
intellectual Property to be vested in the Company, will survive the expiration or termination of this
Agreement and the Employment with the Company.

10. INDEMNITY

10.1 The Employee expressly agrees to defend, indemnify, and hold the Company harmless from and
against any and all claims, demands, damages, injuries, expenses and liabilities which may arise from
his/her negligence, ultra vires actions, acts or omissions that are unauthorized by the Company.
10.2 The Employee agrees that she will defend, at his own expense, and will indemnify and hold the
Company harmless from and against any and all damages, demands, expenses, claims, liability, injuries,
suits and proceedings asserted or brought against the Company on a claim that any Intellectual
Property or Confidential Information developed by the Employee for the Company during the course of
the Employee’s employment constitutes an infringement of any patent, copyright or breach of privacy
of any of the Company’s stakeholder.

11. APPLICABILITY OF COMPANY POLICY

The Company shall be entitled to make policy declarations from time to time pertaining to
mattersincluding but not limited to work hours, transfer policies amongothers, and may alter same
from time to time at its sole discretion, any of such existing policies. All such policy decisions of the
Company shall be binding on the Employee and shall override this contract to such extent.

12. GOVERNING LAW/ DISPUTE SETTLEMENT

12.1 This Agreement shall be subject to the laws of the Federal Republic of Nigeria.

12.2 Where any dispute arises between the Parties as a result of or in connection with the
Agreement,and the Parties are unable to resolve it by mutual agreement within 30 (thirty) days,the
dispute shall be referred to mediation for a period of 30 (thirty) days, failing which it shall then be
determined by arbitration under the Arbitration and Conciliation Act of Nigeria (compiled as CAP A18
Laws of the Federation of Nigeria, 2004) in English language and the arbitration shallbe held in Lagos
State, Nigeria.

12.3 The Employee acknowledges that the Company has provided the Employee with a reasonable
opportunity to obtain independent legal advice with respect to this agreement and prior to executing
this agreement.

Representations and Warranties.

Designer. Designer represents and warrants that he/she has the right to enter into and perform
this Agreement. Designer further represents and warrants that he/she has the right to utilize
and distribute the designs created for Employer and that such designs are not owned by anyone
else to Designer’s knowledge. In the event that Designer does not have these rights, Designer
will repay any associated damages Employer may experience or will take responsibility so that
Employer does not experience any damages.
Employer. Employer represents and warrants that is has the rights to use any proprietary
information, including, but not limited to trade secrets, trademarks, logos, copyrights, images,
data, figures, content, and the like that it may provide to Designer to be included in this
Website. In the event that Employer does not have these rights, Employer will repay any
associated damages Designer may experience or will take responsibility so that Designer does
not experience any damages.
Disclaimer of Warranties. Designer shall complete Graphic Design services for Employer’s purposes and
to Employer’s specifications. DESIGNER DOES NOT REPRESENT OR WARRANT THAT SUCH
DELIVERABLES WILL CREATE ANY ADDITIONAL PROFITS, SALES, EXPOSURE, BRAND RECOGNITION, OR
THE LIKE. DESIGNER HAS NO RESPONSIBILITY TO EMPLOYER IF THE DELIVERABLES DO NOT LEAD TO
EMPLOYER’S DESIRED RESULT(S).
Limitation of Liability. UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABILE TO THE OTHER
PARTY OR ANY THIRD PARTY FOR ANY DAMAGES RESULTING FROM ANY PART OF THIS AGREEMENT
SUCH AS, BUT NOT LIMITED TO, LOSS OF REVENUE OR ANTICIPATED PROFIT OR LOST BUSINESS, COSTS
OF DELAY OR FAILURE OF DELIVERY.
Legal Fees. In the event of a dispute resulting in legal action, the successful party will be entitled to its
legal fees, including, but not limited to its attorneys’ fees.
Legal and Binding Agreement. This Agreement is legal and binding between the Parties as stated
above. This Agreement may be entered into and is legal and binding both in the United States and
throughout Europe. The Parties each represent that they have the authority to enter into this
Agreement.
Governing Law and Jurisdiction. The Parties agree that this Agreement shall be governed by the State
and/or Country in which both Parties do business. In the event that the Parties do business in different
States and/or Countries, this Agreement shall be governed by _________ law.

13. ENTIRE AGREEMENT

This agreement contains the entire agreement between the parties, superseding in all respects anyand
all prior oral or written agreements or understandings pertaining to the employment of the Employee
by the Company and shall be amended or modified only by written instrument signed by both of the
parties hereto.
14. SEVERALITY
The failure of the Employee to enforce its rights under this Agreement at any time for any period shall
not be construed as a waiver of such rights. If any part, term or provision of this Agreement is held to
be illegal or unenforceable neither the validity, nor enforceability of the remainder of this Agreement
shall be affected.

15. PAYMENT STRUCTURE

16. FORCE MAJEUR

If either party is rendered wholly or partially unable to perform its obligations under this Agreement
due to a Force Majeure Event, the party affected by such Force Majeure Event shall be excused from
whatever performance is impaired by such Force Majeure Event, provided that the affected party
promptly, upon learning of such Force Majeure Event and ascertaining that it will affect its
performance hereunder, (i) promptly gives notice to the other party stating the nature of the Force
Majeure Event, its anticipated duration, and any action being taken to avoid or minimize its effect and
(ii) uses its reasonable commercial efforts to remedy its inability to perform;
The suspension of performance shall be of no greater scope and no longer duration than that which is
necessary. No obligations of either party which arose before the occurrence causing the suspension of
performance and which could and should have been fully performed before such occurrence shall be
excused as a result of such occurrence. The burden of proof shall be on the party asserting an excuse
from performance due to a Force Majeure Event.

IN WITNESS WHEREOF the Company has caused this agreement to be executed by its duly authorized
officers and the Employee has set his/her hand as of the date first above written.

Yours Faithfully,
For: Shop Fresh Integrated Services Limited

_____________________________
(MR) FESTUS ETARIGBENU

Head, HR & Administration

SIGNED BY WITHIN NAMED EMPLOYEE:

NAME: _________________________________________________

DATE:__________________________________________________

The Parties agree to the terms and conditions set forth above as demonstrated by their signatures as
follows:

“EMPLOYER”
Signed: _____________________________________
By: ________________________________________
Date: _______________________________________

“DESIGNER”
Signed: _____________________________________
By: ________________________________________
Date: ______________________________________