In connection with your application and qualification

process Appen may provide you with certain

confidential information relating to Appen’s clients,
project guidelines, and other information regarding
the business and affairs of Appen or its clients for the
purpose determining whether you qualify for certain
projects. You agree that our disclosure of such
information to you is conditioned upon your
agreement (i) not to use such information for any
purpose other than determining whether qualify for
certain projects and that (ii)you shall promptly notify
Appen of any breach of this confidentiality provision
that becomes known to you. You also agree to take all
necessary precautions to prevent the unauthorized
use or disclosure of the information disclosed to you
by Appen during this process.

By clicking "I Agree" below, you consent and agree to

the above confidentiality statement.
Data Processing Addendum
1. Purpose

This Data Processing Addendum (“DPA”) has been concluded between Appen Ltd. with its principal place of
business at Level 6, 9 Help Street, Chatswood, NSW Australia 2067 ("Appen") and anh nguyen (the “Contractor”) and
describes the terms and conditions applicable to the processing of personal data by the Contractor on behalf of
Appen.

Unless otherwise stated in this DPA, the terms and conditions (including definitions) of the Master Services
Agreement for services concluded between Appen and the Contractor (the “Agreement”) shall apply.

Some other helpful information for you on Data Privacy

As part of our efforts to help your understanding of, and compliance with, data privacy legislation we have compiled a
small business data privacy compliance reference guide. Please click here to view.

2. Definitions

“Data Protection Law(s)” means (a) EU or EU Member State laws applicable to any Appen Personal Data in
respect of which the Contractor is subject including, without limitation, the GDPR for so long as it remains in legal
effect; and (b) any other applicable law with respect to Appen Personal Data in respect of which the Contractor is
subject;

“GDPR” means the Regulation (EU) 2016/679 of the European parliament and the Council of 27 April 2016 on the
protection of natural persons with regard to the Processing of Personal Data and on the free movement of such data,
and repealing Directive 95/46/EC, as transposed into domestic legislation of each Member State and as amended,
replaced or superseded from time to time, including by the GDPR and laws implementing or supplementing the
GDPR;

“Personal Data” means any information relating to an identified or identifiable natural person;

“Personal Data Breach” means a breach of security leading to the accidental or unlawful destruction, loss,
alteration, unauthorised disclosure of, or access to, Personal Data transmitted, stored or otherwise Processed; and

“Processing” means any operation or set of operations which is performed upon Personal Data, whether or not by
automatic means, such as collection, recording, organisation, structuring, storage, adaptation or alteration, retrieval,
consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination,
restriction, erasure or destruction, “Process” and “Processed” shall have an equivalent meaning.

3. General
This DPA is a contract that governs the Processing by the Contractor of Personal Data provided to the Contractor
3. by Appen (or Appen’s employees, subcontractors or affiliates on Appen’s behalf). This DPA specifies the terms
1 and conditions under which the Contractor Processes such Personal Data on behalf of Appen when the
Contractor is providing services to Appen.
3. The Parties’ intention is to conclude this DPA in order to comply with the requirements of the GDPR and other
2 Data Protection Laws.
Appen is the data controller (as defined by GDPR) of Appen’s Personal Data Processed by the Contractor under
3.
the Agreement, and the Contractor is the data processor (as defined by GDPR), who Processes the said Personal
3
Data on behalf and in accordance with the instructions of Appen under this DPA.
3. Annex A to this DPA sets out the categories of data subjects, categories of Processing carried out by the
4 Contractor, and the purpose for which the Contractor Processes Appen’s Personal Data.

4. Appen's Instructions
4. Appen will provide the Contractor with written instructions on the Processing of Personal Data, and the Contractor
1 agrees to Process the Personal Data only in accordance with such documented instructions received from Appen.
4. Appen will provide the Contractor with written instructions regarding transfers of Personal Data to a third country,
2 subject to paragraph 7 of this DPA.
The Contractor will notify Appen immediately (unless the applicable legislation prohibits such notification), if the
4.
Contractor considers that the written instructions given by Appen are in violation of the Data Protection Laws
3
applicable to the Contractor.

5. General Responsibilities of the Contractor

The Contractor must Process the Personal Data with due care and in compliance with this DPA and the Data
5.
Protection Laws. The Contractor may not Process Personal Data for any other purpose than what is stipulated in
1
the Agreement and this DPA.
The Contractor will keep Personal Data confidential and will not disclose Personal Data in any way to any third
5.
party without the prior written approval of Appen, unless the disclosure is strictly necessary for the compliance
2
with a mandatory legal obligation.
The Contractor must implement and maintain appropriate physical, technical and organisational measures and
5.
controls required by Data Protection Laws to ensure sufficient security of Processing and to prevent Personal
3
Data Breaches.
The Contractor will assist Appen with appropriate technical and organisational measures that are necessary for
5.
Appen to fulfil its obligation to respond to requests concerning the exercise of the data subject's rights relating to
4
Personal Data under the Data Protection Laws.
If a Party receives a request concerning the use of a data subject’s rights relating to Personal Data, the Party
5.
receiving the request must notify the other Party of the request without undue delay after the receipt of the request
5
if its fulfilment requires any actions from the other Party.
The Contractor may fulfil a request referred to in 5.5 above only upon Appen’s written request or confirmation for
5. the actions to be taken. The Contractor will comply with Appen’s further instructions relating to fulfilment of such
6 request. The Contractor will upon Appen’s request provide Appen with the necessary documentation to confirm
that the Contractor has fulfilled Appen’s request appropriately.
5. If the data subject’s request concerns the right of access to data, the Contractor will, upon Appen’s request,
7 provide Appen with a copy of the data subject’s Personal Data undergoing Processing.
5. The Contractor will assist Appen in ensuring compliance with the following obligations under the GDPR as may be
8 requested by Appen from time to time:
  (a) notification of Personal Data Breaches to supervisory authorities and the data subjects;
  (b) participating in any data protection impact assessment at request of Appen; and
  (c) participating in any prior consultation of the supervisory authority at request of Appen.
5. The Contractor will make available to Appen, upon Appen’s request, such information that is necessary to
9 demonstrate compliance with the obligations laid down in the Data Protection Laws relating to the Personal Data.

6. Data Security
The Contractor shall implement appropriate and adequate technical and organisational measures, in line with
6. good industry practice, to protect the Personal Data and to ensure an appropriate and adequate level of security
1 so that Personal Data are Processed in accordance with the requirements set out in this DPA and the Data
Protection Laws.
The Contractor must ensure that the persons Processing Personal Data have committed themselves to
6.
confidentiality obligations both during and after the Processing, or are under an appropriate statutory obligation of
2
confidentiality.
The Contractor will ensure that only the relevant employees have access to the Personal Data Processed under
6.
this DPA. The Contractor will implement necessary measures to ensure that the said persons only Process
3
Personal Data in accordance with this DPA and Appen’s written instructions.
Subject to paragraph 4 of this DPA, the Contractor undertakes to comply with the instructions that Appen may
6.
communicate in writing and any regulatory information security requirements applicable to the Contractor’s
4
operations.
6. At Appen’s written request, the Contractor will provide Appen with a written report on the implementation of the
5 aforementioned measures and instructions.
If Appen at any time considers that the measures implemented by the Contractor are insufficient for ensuring the
6. protection of Personal Data in accordance with the Personal Data Legislation, the Contractor will implement the
6 additional measures proposed by Appen and agreed between the Parties to ensure the data security, subject to
the Parties agreeing on the compensation or division of the increased costs caused by such additional measures.

7. Transfers of Personal Data

7. The Contractor is not entitled to transfer Personal Data outside the EU or the EEA without Appen’s explicit prior
 written consent. In case the Contractor transfers Personal Data outside the EU or the EEA at Appen’s written
request or prior written consent, Appen and the Contractor will agree on any required contractual and other
1
measures before the transfer of the Personal Data, which shall as a minimum contain those set out in paragraph
7.3 below. The same requirement applies to any subcontractors used by the Contractor.
7. The Contractor will notify Appen upon request of the countries in which Personal data will be Processed (including
2 the countries from which the Personal Data can be accessed).
7. Where the Contractor requests Appen’s consent pursuant to paragraph 7.1, for example, where the Contractor or
3 its subcontractors are located, or has its servers located, outside of the EEA, Appen’s consent shall be subject to:
(a) the Contractor taking all steps necessary to ensure an adequate level of protection to any Personal Data that
is transferred, which may include entry into appropriate contractual arrangements with such non-EEA recipient for
the transfer of Personal Data to applicable third countries outside the EEA as adopted and approved by the EU
Commission or competent data protection regulatory authority in accordance with applicable Data Protection
 
Laws (Standard Data Protection Clauses) or third party self-certification under the EU-United States Privacy
Shield Program (as may be evolved, superseded or replaced from time to time), for which purpose, Appen shall
grants to the Contractor a mandate to enter into the Standard Data Protection Clauses with approved
subcontractors on behalf of Appen; and
(b) the Contractor working with Appen, as Appen requires, and at no additional cost, to apply for and obtain any
  permit, authorisation or consent that may be required under Applicable Data Protection Law in respect of the
implementation of this paragraph 7.3.
7. As between the Contractor and Appen, the Contractor shall remain liable for acts or omissions of any third-party
4 processor appointed by the Contractor pursuant to paragraph 7.3.
Appen may, at any time on not less than 30 days’ notice, revise this paragraph 3 by replacing it with any
7.
applicable controller to processor standard clauses or similar terms forming part of an applicable certification
5
scheme (which shall apply when replaced by attachment to this agreement).

8. Subcontractors
The Contractor is not entitled to use subcontractors in the Processing of Personal Data without Appen’s prior
written consent (to which the provisions of paragraph 7 shall apply where any such subcontractor is located or
8. carries out any of its Processing activities outside of the EEA). The Contractor shall be responsible that its
1 subcontractors Process the Personal Data in accordance with this DPA and the Data Protection Laws. The
Contractor will inform Appen of any intended changes (taking place after conclusion of this DPA) concerning the
subcontractors and will give Appen opportunity to object to such changes.
The Contractor is responsible for ensuring that its subcontractors Process the Personal Data in accordance with
8. this DPA. The Contractor must especially ensure that each subcontractor implements all the appropriate physical,
2 technical and organisational measures and controls so that the Personal Data are Processed in accordance with
this DPA and the Data Protection Laws.
8. The Contractor will, at Appen’s written request, provide Appen with a written confirmation on how the Contractor
3 has ensured that its subcontractors comply with the aforementioned obligations.

9. Personal Data and Data Security Breaches

9. In the case of a Personal Data Breach, the Contractor will notify Appen of the Breach without undue delay and not
1 later than 24 hours after having become aware of it.
9. When notifying Appen of a Personal Data Breach, or immediately after such notification, the Contractor will
2 provide Appen with the following information:
(a) a description of the Personal Data Breach, including when possible the categories and approximate number of
 
data subjects concerned, and the categories and approximate number of Personal Data records concerned;
  (b) the contact information of the Contractor’s contact point where more information can be obtained; and
(c) a description of the measures taken by the Contractor to address the Personal Data Breach and the measures
 
taken to mitigate the adverse effects of the Personal Data Breach.
The Contractor undertakes to provide Appen any additional information reasonably requested by Appen regarding
9.
such Personal Data Breach for example for the purpose of notifying the supervisory authority and the data
3
subjects of the Personal Data Breach.
9. The Contractor will implement necessary measures to prevent or mitigate the adverse effects of a Personal Data
4 Breach.
The Contractor will document all Personal Data Breaches, including circumstances concerning the Breach, and
9.
the remedial measures taken. The Contractor will provide Appen with the documentation on Appen’s written
5
request.

10. Records of Processing Activities

 10.1 The Contractor must maintain a record of the Processing activities carried out on behalf of Appen. The
10.1
record will contain the following information (as required by the GDPR):
(a) the name and contact details of Appen, the Contractor and the Contractor’s contact person and information
 
about possible subcontractors;
  (b) the categories of Processing carried out on behalf of Appen;
  (c) information on transfers of Personal Data outside the EU or EEA, including the said third countries; and
(d) a description of the technical and organisational safety measures implemented by the Contractor in
 
accordance with paragraph 5 of this DPA.
10.2 The Contractor will provide Appen with the record on Appen’s written request.

11. Right to Audit

The Contractor will provide Appen with all information reasonably requested by Appen to demonstrate the
11.1 Contractor’s compliance with the requirements of this DPA (including any implementation of the appropriate
technical and organisational measures).
During the term of this DPA, Appen or an independent third-party auditor appointed by Appen will have the right
11.2 to audit the Contractor’s compliance with the obligations under this DPA (including any implementation of the
appropriate technical and organisational measures).
Appen must notify the Contractor of the audit at least 14 days in advance. The Contractor will always allow the
11.3 regulatory authority supervising Appen’s business to conduct audits targeted at Appen’s obligations as data
controller. The relevant parts of this paragraph 11 will be applied to such audits.
The subject of the audit will be the Contractor’s documentation, processes and controls related to information
security and the Processing of Personal Data and other information necessary to evaluate the Contractor’s
compliance with this DPA. The Contractor will participate in and contribute to the audit to the extent necessary.
11.4
The Contractor will also, on Appen’s request, participate in a supervisory authority’s audit targeted at Appen and
provide the supervisory authority with the required information to conduct such audit. Both Appen and the
Contractor agree to cooperate, on request, with the supervisory authority in the performance of its tasks.
Each Party will bear its own costs resulting from the audit and Appen will bear the costs for the use of third-party
11.5 auditor. If the audit reveals a material non-compliance with this DPA or Data Protection Laws, the Contractor will
cover all the costs of the audit, including the third-party auditor’s fees.

12. Term and Termination of the Processing of Personal Data

The Contractor will Process Personal Data as long as it is necessary for the Contractor in order to provide
services to Appen under an addendum concluded between the Parties. The Contractor undertakes, in
12.1
accordance with Appen’s written request and without undue delay, to delete the Personal Data or return the
Personal Data to Appen (or to a third party appointed by Appen) in agreed, generally accepted format.
The Contractor will return or delete the Personal Data upon termination of this DPA, including all existing copies
12.2 of the Personal Data in its possession, unless the Contractor is required to store the said Personal Data under
mandatory law or regulation.
The Contractor undertakes not to Process Personal Data after it has been successfully transferred to Appen or a
12.3 third party appointed by Appen, or after it has been successfully removed. The Contractor may however continue
to store and access Personal Data as provided by paragraph 12.2 above.

13. Governing Law and Jurisdiction

This DPA and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with
  it or its subject matter or formation shall be governed by and construed in accordance with the law of England and
Wales.

Annexures

Annex A                 Description of the Processing and Content of Processing

This DPA is entered into and becomes a binding part of the Agreement with effect from the date first set out above.

Appen Ltd. anh nguyen

 
Signature Kevin Levine DIGITAL SIGNATURE BELOW
Name Kevin Levine
Title Chief Financial Officer
Date
May 25, 2018
Signed

Annex A - Description of the Processing and Content

of Processing
Background and Purpose

This Annex on description of Processing is an annex to and forms an inseparable part of the DPA and the
Agreement.

The purpose of this Annex A is to supplement the DPA with a more detailed description of the type of Personal Data
provided by Appen to the Contractor and categories of the Data Subjects included thereto.

Unless expressly otherwise stated, the applicable definitions provided in DPA and the Agreement shall be applied to
this Annex A.

Categories of data
 

Please specify the Personal Data that is

Dependent on requirements of the specific project / scope of work
Processed
Categories of Data Subjects
 
Please specify the categories of Data
Subjects whose Personal Data is Dependent on requirements of the specific project / scope of work
Processed
Processing Operations
 

Please specify all Processing activities

Dependent on requirements of the specific project / scope of work
conducted

Location of Processing Operations

 

Please specify all locations where the

Dependent on requirements of the specific project / scope of work
Personal Data is, or will be, Processed

Identity of sub-contractors

Please provide details of all permitted  

sub- contractors, including full legal
name, registered address, location Dependent on requirements of the specific project / scope of work
where Processing of Personal Data will
occur, and Processing operations

Purposes
 

Please specify all purposes for which

Dependent on requirements of the specific project / scope of work
the Personal Data is Processed
Duration  

Please specify the length of time for Dependent on requirements of the specific project / scope of work
which data Processing activities will be
carried out  
STATEMENT OF INDEPENDENT
CONTRACTOR STATUS

NOTE: For your home based business to be considered you must read and confirm the following:

1. I understand that an Independent Contractor is one who engages to perform certain services for another,
according to the Contractor’s own manner, method, free from control and direction in all matters connected
with the performance of the service, except as to the result or product of the work.
2. If selected I will be an independent contractor, not an employee of Appen Ltd. I understand that I am not
eligible for workers' compensation benefits, unemployment insurance or any other benefit afforded to Appen
employees.
3. I maintain a separate business from Appen Ltd. with my own work facility, equipment, materials, or similar
accommodations.
4. I am solely responsible for any and all of my business and/or travel expenses.
5. I verify that I will have a personal computer capable of running the Google Chrome web browser software.
6. I verify that I will have a dedicated high-speed internet connection (Cable, DSL or better) not a dial-up
connection.
7. I verify that I will have anti-virus and anti-spyware software installed on my personal computer and will keep
any necessary definition files up to date.
8. I use my own social security number, or I hold or have applied for a federal employer identification number
for business identification.
9. I incur the principal expenses related to the service or work that I perform or agree to perform, NOT Appen
Ltd. Such expenses may include costs related to the purchasing and maintaining of my computer
equipment, any required anti-virus software and internet connection fees.
10. I am responsible for the satisfactory completion of work or services that I perform or agree to perform.
11. I may realize a profit or suffer a loss in connection with performing work or services.
12. I have continuing or recurring business liabilities or obligations with individuals and companies other than
Appen Ltd.
13. The success or failure of my business depends on the relationship of business receipts to expenditures.
14. I am solely responsible for all federal and state income taxes on any money earned as an independent
contractor, NOT Appen Ltd.
15. Since I am self employed, neither Appen nor its clients can provide employment verification for me.

By clicking "I Agree" below, I confirm that I have read the above statements and understand the requirements
necessary for becoming an independent agent that contracts my home business with Appen Ltd.
MASTER SERVICES AGREEMENT

THIS AGREEMENT (“AGREEMENT”) IS MADE AND ENTERED INTO AS OF ____ (THE “EFFECTIVE DATE”) AND
DEFINES THE RELATIONSHIP BETWEEN Appen Ltd. (“COMPANY”) A CORPORATION WITH ITS PRINCIPAL
PLACE OF BUSINESS AT LEVEL 6, 9 HELP STREET, CHATSWOOD, NSW 2067 AUSTRALIA AND ANH
NGUYEN, AT 14/3 HỒ BIỂU CHÁNH, PHƯỜNG 11, QUẬN PHÚ NHUẬN , THÀNH PHỐ HỒ CHÍ MINH, PHÚ
NHUẬN 700000 VN, THE PERSON REQUESTED BY COMPANY OR ITS AFFILIATES TO PROVIDE CERTAIN
SERVICES AND DELIVERABLES IN SUPPORT OF COMPANY’S AND ITS AFFILIATES’ BUSINESS (“YOU”,”
YOUR”, AND “CONTRACTOR”).  

By entering into this Agreement: (i) You confirm that You accept the terms of this Agreement and the terms of your
engagement with Company pursuant to this Agreement; and (ii) You represent and certify to the Company that (a)
You are of legal age and are competent to enter into a binding contract under the Applicable Laws (defined below) of
the jurisdiction in which You are located (and in all cases that You are at least 18 years old), (b) You are providing
accurate information regarding Your identity and applicable taxpayer identification, if so required; (c) You are not
prohibited from offering to provide or providing the Services (defined below) pursuant to any Applicable Laws,
(d) Your performance of this Agreement in accordance with its terms complies with all Applicable Laws; (e) If working
with Personal Data, You have appropriate Organizational and Technical Measures to ensure the ongoing privacy,
safety and security of Personal Data and attest to the same, and You agree to act solely on the instructions from the
Company in your dealing with said Personal Data; and (f) You understand and agree that any misrepresentations,
misstatements or inaccurate information that You provide to the Company may result in the Company seeking
liquidated damages and other penalties under this Agreement against You as set forth below in Section 11.9 of this
Agreement.  At any time upon the Company’s request, You shall provide the Company with verification of Your age,
identity and other necessary information.

IF YOU CANNOT ACCEPT THE TERMS AND CONDITIONS OF THIS AGREEMENT, THEN YOU MUST NOT
SIGN BELOW, AND COMPANY AND ITS AFFILIATES WILL NOT ENGAGE YOU TO PERFORM SERVICES.

In consideration of the mutual covenants and agreements contained herein and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the parties intending to be legally bound
(which include the Contractor, the Company and any of the Company’s Affiliates that execute a Scope of Work
pursuant to this Agreement), agree as follows:

1. Definitions.

“Affiliate” means any company that is controlled by, controls, or is under common control with Company, where
“control” means the possession, direct or indirect, of the power to direct or cause the direction of the management
and policies of an entity, whether through the ownership of voting securities, by contract, or otherwise.

“Anti-Slavery Laws” means all laws and regulations which prohibit exploitation of a worker, human trafficking, slavery,
servitude, forced labor, debt bondage, or deceptive recruiting for labor or services (or similar), that are applicable in
the jurisdiction in which the Company and/or the Contractor are registered and/or conduct business, and in which
activities relevant to the Contractor’s performance of this Agreement are carried out.

“Applicable Laws” means all applicable laws, regulations and Legal Requests, including all applicable privacy, data
security and data protection laws, regulations and rules in any jurisdiction, and including Anti-Slavery Laws.

“Applicable Standards” means all the applicable government standards, industry standards and best practices.

“Client” means Company’s and its’ Affiliate’s clients.

“Company” means Appen Butler Hill Pty Limited or its Affiliate, in each case that executes the relevant Scope of
Work, if applicable.
“Data Breach” means (i) any Data disclosed by Contractor in violation of this Agreement or Applicable Laws; or (ii)
any known or reasonably suspected accidental, unlawful, or unauthorized destruction, alteration, unauthorized
disclosure of, misuse, loss, compromise, or access to Data (as defined in this Agreement) or any act or omission that
compromises or undermines the Organizational and Technical Measures (defined below) put in place by Contractor
in processing Data or otherwise providing Services under this Agreement.

“Legal Request” means a binding disclosure request made pursuant to law, governmental regulation, court order,
subpoena, warrant or other valid legal authority or legal procedure.

“Results” means all information, drawings, documents, designs, copyrightable material and other tangible and
intangible materials authored, prepared, created, made, developed, delivered, conceived or reduced to practice, in
whole or in part, by Contractor in performing Services.

“Scope of Work” means a written document, or a written description of tasks and rates, in each case executed by
both the Company and Contractor pursuant to this Agreement and referencing this Agreement, that includes a
detailed project plan for the provision of the applicable Services, the method of accomplishing such request, the
Results to be delivered thereunder, the projected schedule for completion, and the fees to be paid and schedule for
payments, along with such additional information as the Company and Contractor may agree.

“Personal Data” means any information relating to an identifiable or identified natural person (‘data subject’); an
identifiable natural person is one who can be directly or indirectly, in particular by reference to an identifier such as a
name, an identification number, location data, an online identifier or to one or more factors specific to the physical,
physiological, genetic, mental, economic, cultural or social identity of that natural person; or as described in Article 4
(1) of Regulation (EU) 2016/679 of the European Parliament known as the General Data Protection Regulation
(“GDPR”) and any national laws implementing the GDPR, regulations and secondary legislation, as amended or
updated from time to time.

“Organizational and Technical Measures” means those measures aimed at protecting the Personal Data against
accidental or unlawful destruction or accidental loss, alteration, unauthorized disclosure or access, in particular where
the processing involves the transmission of the Personal Data over a network, and against all other unlawful forms of
processing.

2. Contractor’s Work.

       2.1 Qualification Exam.  In the event the Company requires Contactor to perform a qualification exam, Contractor
may not perform Services unless and until the Contractor has successfully passed Company’s qualification exam. 
Contractor shall, upon request, provide a tax identification or social security number, if applicable in Contractor’s
taxing jurisdiction, and all citizenship and residency information requested by Company.

       2.2 Services. Company hereby engages the Contractor on a non-exclusive basis during the Term (as defined
below) to perform consulting and professional services or tasks, including, but not limited to, relevance, evaluation,
sourcing, collection, labelling, annotation, translation, transcription, interpretation, analysis, providing insights to,
visualization and validation of data or datasets ("Services" or "Tasks"). Company acknowledges that Contractor shall
perform Services at such times as are convenient to Contractor, provided that Contractor agrees to hold itself
reasonably available to render the Services contemplated herein. Contractor will supply all tools and instruments
required to perform the Services. Contractor shall devote its best efforts to the performance of the Services and shall
protect and promote the interests of Company. Contractor shall cooperate in any reasonable manner whatsoever with
Company in connection with the performance of the Services. Company is in no way obligated to refer any minimum
number of Tasks to Contractor. Contractor has the right to reject or refuse any task referred to Contractor by
Company unless and until Contractor agrees to such task pursuant to this Agreement or a Scope of Work, if
applicable.

       2.3 Scope of Work. In the event the parties execute a Scope of Work, the Contractor agrees to perform for the
Company the Services and Tasks specified in such Scope of Work to this Agreement and to deliver Results
thereunder, all in accordance with such Scope of Work and within the time period provided for therein or, if no time
period is specified therein, then for such period of time until either party terminates such Scope of Work as permitted
in Section 3. The terms and conditions of this Agreement, including the Scope of Work, shall govern the purchase
and sale of Services hereunder.  In the event of a conflict between the main body of this Agreement and a Scope of
Work, the terms of the Scope of Work shall govern for purposes of such Scope of Work only.  The Company shall be
liable and responsible for its obligations under the Scope of Work that it executes, but shall not be liable for its
Affiliates’ actions or omissions, and Company and its Affiliates shall not be jointly and severally liable therefor. 
Contractor shall look solely to the entity that executed the Scope of Work in respect of any claim for breach or
damages under such Scope of Work.  Each Affiliate may purchase Services under this Agreement, and may
otherwise act under the same terms as those in this Agreement that apply to Company (including in both cases
obtaining the benefits and protections of indemnity, representations and warranties, and remedies under this
Agreement to the same extent as Company).  Further, Company is entitled to all rights under the Agreement for all
Services purchased by Affiliates as if Company had purchased the Services directly from Contractor.

       2.4 Warranties.  Contractor warrants that: (i) it has the equipment and materials necessary to perform the
Services; (ii) it has the legal right to perform the Services in the jurisdiction in which Contractor is domiciled; (iii) it will
comply with all Applicable Laws in performing this Agreement; and (iv) If Contractor is a corporation or other business
entity, the Services shall be provided by approved representatives or employees of Contractor approved by the
Company in writing prior to performing any of the Services.  Contractor is responsible for a breach of this Agreement
by its employees, agents and contractors.  Contractor warrants, represents and covenants that its performance under
this Agreement shall be conducted in a professional manner by qualified personnel in a manner consistent with
industry standards, that all Services and Results will be free of errors and defects and will conform to all requirements
and specifications set forth in the applicable Scope of Work.  Without limiting clause (iii) of this Section 2.4,
Contractor warrants and represents that: (a) in performing its obligations in connection with this Agreement,
Contractor and any personnel engaged by Contractor will not engage in any conduct or omission which may
contravene any Anti-Slavery Laws; (b) in performing its obligations in connection with this Agreement, Contractor and
any personnel engaged by Contractor will comply with Company’s policy relating to anti-slavery; and (c) the terms of
the contractual commitments entered into with any personnel engaged by Contractor to provide goods or perform
services in connection with this Agreement permit termination of such relationships where the Contractor has
reasonable grounds to believe there has been, or is likely to be a breach of any Anti-Slavery Laws.

       2.5 Licenses.  Other than readily available “off the shelf” software, Contractor shall not use any third-party
intellectual property, software or other materials (“Third-Party Materials”) not owned by either the Company or the
relevant Client in performance under this Agreement without the Company’s prior written consent.  If Contractor
wishes to use any Third-Party Materials in performance under this Agreement, Contractor will submit to the Company
the Third-Party Material, reasons for wishing to use the Third-Party Material, the terms and conditions of the licenses
associated with such Third-Party Material, any other agreements concerning the Third-Party Materials, and any
potential conflicts between those licenses and agreements and the agreement between the Company and its Client. 
The use of any Third-Party Materials shall be governed by (i) the licenses and agreements which may accompany
them; (ii) separate written agreements that may be required, and/or (iii) Applicable Laws, and the Contractor shall
abide by the terms and conditions contained therein when performing work. Without limiting the foregoing, if
Contractor’s work requires a license, Contractor warrants, represents and covenants that it has obtained that license,
and that such license is in full force and effect and will remain in full force and effect during the Term

       2.6 Acceptance.  The Services and Results (defined in Section 7) are subject to the Company’s approval and
acceptance.  Any such approvals or acceptances shall not affect the responsibility and obligation of Contractor to
perform the Services and provide the Results according to the specifications provided by the Company or set forth in
each applicable Scope of Work, if applicable.  If the Company informs Contractor of any defects or errors that are
discovered in the Results or Services within the later of thirty (30) days of delivery of such Results or completion of
such Services or thirty (30) days of receipt of notice from Company’s customer if the Results, or any of them, are
being delivered to a customer, Contractor shall use commercially reasonable efforts to promptly and at its own
expense correct such Results or re-perform such Services.

3. Term and Termination. 

       3.1 Term.  This Agreement will commence on the Effective Date and continue unless and until terminated earlier
pursuant to this Section 3. Termination of this Agreement shall automatically terminate each outstanding Scope of
Work, but termination of any given Scope of Work shall not—alone—terminate any other Scope of Work or this
Agreement.
       3.2 Term. The term of this Agreement and any given Scope of work shall commence as of the Effective Date and
shall continue for a period of six (6) months ("Initial Term"). Company may, at its option, renew this Agreement and
any given Scope of Work for an additional term of six months ("Renewal Term") on the same terms and conditions as
set forth herein or in the Scope of Work by giving notice to Contractor of such intent to renew at least 10 days prior to
the end Initial Term (The Initial Term and all Renewal Terms, if any, shall hereinafter be referred to collectively as the
"Term"). 

       3.3 Company Termination.  The Company may terminate this Agreement or any given Scope of Work on not less
than 30-days’ notice without penalty and with or without reason.  In addition, if any of the subsequent events occur,
the Company may immediately terminate this Agreement or any given Scope of work without penalty upon notice to
Contractor, and the Company shall have no liability to the Contractor of any kind as a result of such termination
(except for the Company’s liability for accrued charges incurred prior to said termination date): (i) if Contractor’s
Services are performed in support of a Client, such Client either terminates its agreement with the Company or
otherwise changes the scope of its project with the Company; (ii) the Contractor is in breach of this Agreement or any
given Scope of Work (including violation of Applicable Laws); (iii) the Contractor’s work product fails to satisfy the
metrics provided by the Company, which shall be determined in the Company’s sole discretion; (iv) if Contractor’s
Services are performed in support of a Client, such Client directs the Company to remove the Contractor from
performing the work because the Contractor’s work is determined by the Client to be of below average quality;  or (v)
if Contractor’s Services are performed in support of a Client, such Client advises the Company that they have
received the requisite amount of data  and have no further data requirements in relation to the Scope of Work; or (vi)
the Contractor commits an act of gross negligence, willful misconduct, fraud or dishonesty, or makes any
misrepresentations to the Company or a Client, or is convicted of any crime.

       3.4 Contractor Termination.  Contractor may terminate this Agreement or any given Scope of Work in the event
of a material breach, of this Agreement or any given Scope of work, by the Company and that breach remains
uncured for 30 business days, after notice being given by Contractor of such material breach.

4. Conditions.

       4.1 General.  Contractor agrees to and accepts all the terms and conditions set forth in this Agreement and in
any other document or policy relating hereto that is signed or agreed by Contractor, including without limitation, if
Contractor’s Services are performed in support of a Client, a nondisclosure agreement protecting the Client’s
information.  If Contractor will not sign or agree to any such other terms and conditions, then Company may terminate
the Scope(s) of Work, if applicable, to which they apply upon notice to Contractor, or Company may immediately
terminate this Agreement without penalty upon notice to Contractor, and in each case the Company shall have no
liability to the Contractor of any kind as a result of such termination (except for the Company’s liability for accrued
charges incurred prior to said termination date).

       4.2 Speak Up Policy.  Contractor acknowledges receipt of Company’s Speak Up Policy, which can be viewed
here: https://appen.com/whistleblower-speak-up-policy/

       4.3 Anti-Slavery.  Without limiting Section 4.1, Contractor shall promptly notify Company if Contractor becomes
aware of a possible, potential, suspected or actual breach by it (or its personnel) of any Anti-Slavery Laws.  In this
case, the parties shall meet to discuss the appropriate next steps as soon as reasonably practicable after such
notification, Contractor shall cooperate in good faith with Company in investigating the circumstances relevant to any
possible, potential, suspected or actual such breach (whether or not there has been a notification under this Section
4.2), and if Company determines, in its absolute discretion, that there has been a breach of this Section 4.3, or
Contractor or its personnel have been involved in any conduct that may create a material risk of liability under any
Anti-Slavery Law, then Company may treat the breach or conduct as a breach of this Agreement, and may exercise
any rights it may have.  If Company has reasonable grounds to suspect a past, present or potential breach by the
Contractor or its personnel of any applicable Anti-Slavery Laws or any Company policies relating to anti-slavery, in
connection with this Agreement, Company may notify Contractor requiring an explanation, copies of documents, and
access (for the purposes of interview by internal or external lawyers) to the Contractor's personnel, in which case
Contractor shall comply with such notice and requirements, and shall give such assistance and access to the
documents and the Contractor's personnel as Company may reasonably require.  Contractor must (at its own cost
and expense) provide all reasonable assistance (including the provision of information) to Company to allow
Company to comply with its obligations under the Anti-Slavery Laws.  Contractor must establish and maintain policies
and procedures required by Applicable Laws to ensure that Contractor and its personnel comply with the obligations
set out in this Section 4.3.  Contractor must ensure that its policies and procedures as contemplated in this Section
4.3 contain requirements that training will be provided to the Contractor's personnel in relation to the matters
addressed by the policies and procedures, and the Contractor must ensure that the Contractor's personnel carrying
out activities relating to this Agreement undertake such training, and that records of each individual's attendance is
retained.

5. Status.

       5.1 Independent Contractor.  Contractor shall act in the capacity of an independent contractor with respect to the
Company, and not as an employee or authorized agent of the Company.  Contractor shall have no authority to enter
into contracts or binding commitments in the name or on behalf of the Company.  Contractor makes the following
representations to the Company regarding its independent contractor status:

       (a) If contractor is a corporation or other business entity, the entity is in good standing in the jurisdiction in which
it is incorporated (and such entity’s proper name is reflected on this Agreement and on the accompanying W9 form
provided to the Company);

       (b) Contractor generally holds contractor out to the public as being in business for the sole benefit of contractor,
and contractor will supply to the Company a URL, LinkedIn or other social media listing, business card, letterhead, or
other marketing material to demonstrate that contractor holds contractor out to the public as being in business for
purposes of serving the public generally, and not just the Company.

       (c) Contractor shall solely determine the means and manner of doing the work specified in this Agreement and
understands that the Company may not control or dictate the means and manner of such work.

        In addition to the foregoing, Contractor will not use the Company’s logo or marks without prior written approval,
and then such use shall be only for the benefit of the Company and at the direction of the Company.  Contractor shall
not be, nor represent itself as being, an agent of the Company, and shall not be, nor represent itself as being,
authorized to bind the Company.  Contractor agrees, acknowledges and understands that neither it nor its employees
or agents shall have the status of an employee of the Company and shall not participate in any employee benefit
plans or group insurance plans or programs (including, but not limited to salary, bonus or incentive plans, stock option
or purchase plans, or plans pertaining to retirement, deferred savings, disability, medical or dental), even if it is
considered eligible to participate pursuant to the terms of such plans.  In addition, Contractor understands and agrees
that consistent with its independent contractor status, neither it nor its employees or agents will apply for any
government-sponsored benefits intended only for employees, including, but not limited to, unemployment benefits. 
Contractor’s exclusion from benefit programs maintained by the Company is a material component of the terms of
compensation negotiated by the parties, and is not premised on Contractor’s status as a non-employee with respect
to the Company.  To the extent Contractor or its employees or agents may become eligible for any benefit programs
maintained by the Company (regardless of timing or reason for eligibility), Contractor hereby waives its right to
participate in the programs.  Contractor’s waiver is not conditioned on any representation or assumption concerning
Contractor’s legal status as a contractor or employee. 

       5.2 Taxes.  Because Contractor is an independent contractor, Contractor is solely responsible for all taxes,
withholdings, and other similar statutory obligations including, without limitation, Workers’ Compensation Insurance,
Unemployment Insurance, or State Disability Insurance.  Contractor shall defend, indemnify and hold Company
harmless from any and all claims made by any entity on account of an alleged failure by Contractor to satisfy any
such tax or withholding obligations.  Contractor warrants that it has sought and obtained independent advice
regarding the tax consequences of the payments made pursuant to this Agreement.   Contractor must be prepared to
provide evidence of tax documentation to Company upon request.  The Contractor will indemnify and hold the
Company harmless from and against any tax or social security liabilities imposed on the Company by any
governmental authority as a result of the Contractor’s failure to pay income taxes, employment taxes, social security
contributions or any other taxes or governmental contributions levied on payments made by Company to the
Contractor under this Agreement or arising out of this Agreement.  

       5.3 No Conflict.  The Contractor retains the right to perform services for others during the Term as long as such
other services do not conflict with the terms and conditions of this Agreement or Contractor’s performance of
Services. 
       5.4 Non-exclusivity.  This Agreement is nonexclusive and the Company may, during the Term, engage other or
additional independent contractors to perform the same work that Contractor performs hereunder. 

       5.5 Additional Obligations.  Contractor shall procure all equipment and materials necessary for it to perform the
Services (including computers, software and a sufficient internet connection), at its own expense, unless otherwise
expressly set forth in the Scope of Work. Contractor may perform the Services from any location unless otherwise
expressly set forth by the Company or in the Scope of Work, if applicable, and Contractor will control the method and
manner of its performance of Services and its own schedule. 

       5.6 Non-Solicitation.  During the Term, and for a period of one (1) year from the termination of this Agreement,
Contractor shall not solicit, hire, induce, aid or suggest to any of the employees, contractors, or other persons having
a business or contractual relation with the Company or any of its Affiliates to leave such employ, cease consulting, or
terminate such contractual or business relationship with such entity. Contractor acknowledges that the provisions of
this Section are reasonable and necessary to protect the Company’s legitimate interests, and any breach would result
in irreparable harm to the Company or its Affiliate.

       5.7 Non-disparagement and Cooperation.  To the maximum extent permitted under Applicable Laws, during the
Term and thereafter, neither party shall make any disparaging comments or remarks regarding the other party.  This
non-disparagement agreement shall not in any way prevent the parties from disclosing any information to their
attorneys or in response to a lawful subpoena or court order requiring disclosure of information. 

6. Fees and Payment.  In consideration of the Services to be performed by Contractor under this Agreement or any
given Scope of Work, Company will pay Contractor in accordance with the project rates posted on the Company
website, for the amount of time spent on Services rendered in accordance with the standard task productivity rates
published on the Company website, as they are updated from time to time, or as set forth in the Scope of Work, if
applicable. Contractor shall submit monthly written invoices of the time spent performing Services, itemizing in
reasonable detail the dates and times on which Services were performed, the number of minutes spent on such dates
and a brief description of the Services rendered. Company shall pay Contractor the amounts due pursuant to
submitted reports within 30 days after such invoices are received by Company conditioned upon each itemized
activity being reviewed and approved by Company in accordance with standard Company practices and policies, as
they may exist from time to time. Contractor shall be responsible for all expenses incurred by it in performing this
Agreement. This includes, but is not limited to, automobile and other travel expenses; meals, insurance premiums,
telephone, and all expenses and any other compensation paid to complete the work under this Agreement.

7. Ownership.

       7.1 Company Rights. 

              7.1.1. All Results are and will be the sole and exclusive property of the Company, and Contractor hereby
irrevocably, expressly and automatically assigns, in perpetuity, all right, title and interest in and to such Results to the
Company, including, without limitation, all copyrights, patent rights, trade secrets, trademarks, moral rights, rights in
goodwill or to sue for passing off, and all other applicable proprietary and intellectual property rights throughout the
world (collectively, “Intellectual Property Rights”). 

              7.1.2. If Contractor has any rights to the Results that cannot (as a matter of law) be assigned to the
Company in accordance with the foregoing, Contractor unconditionally and irrevocably:  (i) waives the enforcement of
such rights; and (ii) grants to the Company an exclusive, irrevocable, perpetual, worldwide, royalty-free license (a) to
reproduce, create derivative works of, distribute, publicly perform, publicly display, digitally perform, and otherwise
use and exploit such Results, (b) to use, make, have made, sell, offer to sell, import, and otherwise exploit any
product or service based on, embodying, incorporating, or derived from the Results, and (c) to exercise any and all
other present or future rights not yet known in the Results, in each case with the right to sublicense such rights
through multiple levels of sublicensees.
              7.1.3. Contractor warrants to the Company that: (a) Contractor has not given and will not give permission to
any third party to use any of the Results or the related Intellectual Property, (b) Contractor is unaware of any use by
any third party of any of the Results or Intellectual Property Rights in the Results; and (c) the use of the Results or the
Intellectual Property Rights in the Results by Company and Clients will not infringe the rights of any third party. 

              7.1.4. Contractor waives any moral rights in the Results to which he or she is now or may at any future time
be entitled under Applicable Laws in any jurisdiction.  Contractor acknowledges that no further fees or compensation
other than those provided for in this Agreement are due or may become due to Contractor in respect of the
performance of its obligations under this Section 7.  Contractor agrees that it has no right to use any of the materials
or products created or produced under this Agreement. 

       7.2 Additional Agreements.  Contractor will ensure that each of its personnel who will have access to any
Proprietary Information (defined in Section 8) or perform any Services has entered into a binding, effective, written
agreement, enforceable under Applicable Laws, with Contractor that: (a) is expressly for the benefit of the Company; 
(b) irrevocably conveys to Contractor all right, title, and interest, including intellectual property rights, in and to all
portions of the Results developed by such employee, to at least the same extent as such rights are conveyed to the
Company in this Section 7; and (c) requires such personnel to maintain the confidentiality of, refrain from using, and
otherwise protect Propriety Information to at least the same extent as Section 8.

       7.3 Data; License.  As used herein “Data” means (a) all data and information (i) submitted to Contractor by the
Company or a Client, (ii) obtained, developed, or produced by Contractor in connection with this Agreement, or (iii) to
which Contractor has access in connection with the provision of Services and (b) all derivatives of any of the
foregoing.  All Data (and any and all Intellectual Property Rights therein) to which Contractor may have access
hereunder is and shall remain the sole property of the Company.  For any Data submitted to Contractor by the
Company or Client, the Company grants Contractor a limited, non-transferable, nonexclusive license to use, copy and
modify such Data solely in order to perform Services solely during the term of the Scope of Work under which such
Services are performed.  All Data will be considered Results and assigned to the Company as provided in this
Section 8.  Upon the Company’s request from time to time or at any time, at the end of a Scope of Work or this
Agreement or, with respect to any particular Data, on such earlier date that the same shall be no longer required by
Contractor in order to render the Services hereunder, Contractor shall promptly provide an electronic copy of all Data
to the Company, in the format reasonably requested by the Company.  If the Company requests at any time,
Contractor shall destroy all copies of the Data in Contractor’s possession or control.  Contractor shall not withhold any
Data as a means of resolving any dispute.  Contractor shall not use Data for any purpose other than that of rendering
the Services under this Agreement, nor sell, assign, lease, dispose of or otherwise exploit Data.  Contractor will not
provide access to any Data pertaining to a particular Client to any other Client or any other person or entity other than
Company.  Contractor shall not possess or assert any lien or other right against or to Data.  Contractor shall establish
and maintain environmental, safety and facility procedures, data security procedures and other safeguards against
the destruction, loss, unauthorized access to, or alteration of Data in the possession of Contractor which are (i) in
conformance with any requirements set forth in the applicable Scope of Work, and (ii) in any event no less rigorous
than those maintained by Contractor for its own information of a similar nature. As part of the Services, Contractor
shall develop and maintain procedures for the reconstruction of lost Data, and Contractor shall use its best efforts to
correct, at the Company’s request, any material destruction, loss or alteration of any Data caused by Contractor or
any Contractor personnel.  In the event of a known or reasonably suspected Data Breach, Contractor shall notify
Company promptly (not later than 24 hours) after becoming aware of a Data Breach and shall, when such information
is known or available, provide Company with details of the Data Breach, a point of contact, and the measures taken
or to be taken to address the Data Breach.  Contractor shall not inform any third party of any Data Breach without first
obtaining Company’s written consent, except as may be strictly required by Applicable Laws.

       7.4 Cooperation.  Contractor shall perform, during and after the Term, all acts deemed necessary or desirable by
the Company to permit and assist it, at Contractor’s hourly rate as listed in the relevant Scope of Work (or, if no
hourly rate is specified in the Scope of Work, at such rate the Company in its reasonable discretion deems
reasonable), in evidencing, perfecting, obtaining, maintaining, defending and enforcing Intellectual Property Rights
and/or Contractor’s assignments herein.  Such acts may include, but are not limited to, execution of documents and
assistance or cooperation in legal proceedings.  Contractor hereby irrevocably designates and appoints the Company
and its duly authorized officers and agents, as Contractor’s agents and attorneys with full power of substitution, to act
for and in behalf and instead of Contractor, to execute and file any documents and to do all other lawfully permitted
acts to further the above purposes with the same legal force and effect as if executed by Contractor.

       7.5 Moral Rights.  Any assignment of copyright hereunder (and any ownership of a copyright as a work made for
hire) includes all rights of paternity, integrity, disclosure and withdrawal and any other rights that may be known as or
referred to as “moral rights” (collectively, “Moral Rights”).  To the extent such Moral Rights cannot be assigned under
Applicable Laws and to the extent the following is allowed by the laws in the various countries where Moral Rights
exist, Contractor hereby ratifies and consents to any action of the Company that would violate such Moral Rights in
the absence of such ratification/consent.  Contractor will confirm any such ratifications and consents from time to time
as requested by the Company.

       7.6 License.  If any Intellectual Property Rights or inventions assigned hereunder or any Results are based on, or
incorporate, or are improvements or derivatives of, or cannot be reasonably made, used, modified, maintained,
supported, reproduced and distributed or otherwise fully exploited without using or violating technology or Intellectual
Property Rights owned or licensed by Contractor and not assigned hereunder, Contractor hereby grants the
Company a perpetual, irrevocable, worldwide, fully paid-up, royalty-free, nonexclusive, sublicensable right and
license to exploit and exercise all such technology and Intellectual Property Rights in support of the Company’s
exercise or exploitation of any Results or assigned Intellectual Property Rights or inventions (including any
modifications, improvements and derivatives works thereof).

8. Confidentiality.

       8.1 Definition.  For purposes of this Agreement, “Proprietary Information” means: (i) all information of the
Company and all information of the Client, in each case disclosed or made available to Contractor and that is marked
or otherwise identified as confidential, and (ii) all information of the Company and all information of the Client, in each
case disclosed or made available to the Contractor, whether or not so marked or designated, that the Contractor
knows or reasonably should know, based on the circumstances of disclosure, to be confidential.  Proprietary
Information shall not include information that Contractor can demonstrate: (1) was publicly available at the time it was
communicated to Contractor; (2) became publicly available subsequent to the time it was communicated to
Contractor through no fault of the Contractor and without a knowing violation of a confidentiality agreement; or (3)
was in the Contractor’s possession free of any obligation of confidence at the time it was communicated to the
Contractor as evidenced by Contractor’s written records kept in the ordinary course.  The terms of this Agreement
(including without limitation each Scope of Work), all Results and all Data, constitute Proprietary Information.

       8.2 Obligations.  Contractor shall, during the Term and for five (5) years thereafter, unless specified in writing, or
in the Scope of Work, by the Company for a longer period of time with respect to any given Client, hold all Proprietary
information in strict confidence and shall treat such Proprietary Information with the same degree of care that it uses
to protect its own Proprietary Information (in no event less than that which is reasonably required to protect the
Proprietary Information).  Contractor will not use Proprietary Information in any way and will not disclose such
Proprietary Information to any third party, except as contemplated by this Agreement; provided, that Contractor shall
only use such information for the sole benefit of the Company as required to fulfill its obligations under this
Agreement.  Notwithstanding the above, Contractor shall not be in violation of this Section with regard to a disclosure
that was (i) required by applicable disclosure laws, or (ii) in response to a valid order by a court or other governmental
body, in which case the Contractor must provide the Company with prior written notice of such disclosure in order to
permit the Company to seek confidential treatment of such information, and must cooperate in any attempt to seek
such confidential treatment.

       8.3 Additional Restrictions. Contractor may not reproduce Proprietary Information in any form except as required
to accomplish the intent of this Agreement.  Any such reproduction shall remain the property of the Company and
shall contain any and all confidential or proprietary notices or legends that appear on the original.  Nothing contained
in this Agreement shall be construed as granting to Contractor any property rights, by license or otherwise, to any
Proprietary Information, or to any invention or any patent, copyright, trademark, or other intellectual property right that
has issued or that may issue, based on such Proprietary Information.  Contractor shall not make, have made, use or
sell for any purpose any product or other item using, incorporating or derived from any Proprietary Information.  
Contractor shall not communicate any information to any party in violation of the proprietary rights of any third party. 
Contractor shall not modify, reverse engineer, decompile, create other works from, or disassemble any software
programs contained in the Proprietary Information without the Company’s prior written consent.

       8.4 Disclosure.  Contractor shall immediately notify the Company upon discovery of any loss or unauthorized
disclosure of any Proprietary Information.
       8.5 Return of Materials.  Upon termination or expiration of the Agreement, or upon written request of the
Company, Contractor shall promptly return to the Company all documents and other tangible materials representing
Proprietary Information and all copies thereof in Contractor’s possession or control.

9. Representations and Warranties. 

       9.1 General.  Contractor represents and warrants that, as of the Effective Date and at all times during the Term:
(i) Contractor’s performance of the Services and all terms of this Agreement will not breach any agreement that
Contractor has with another party including, without limitation, any agreement to keep in confidence proprietary
information acquired by Contractor in confidence or trust prior to the execution of this Agreement; (ii) Contractor is not
and will not be bound by any agreement, nor has assumed or will assume any obligation, which would in any way be
inconsistent with the Services to be performed by Contractor under this Agreement; (iii) in performing the Services,
Contractor will not use any confidential or proprietary information of another party, or infringe the Intellectual Property
Rights of another party, nor will Contractor disclose to the Company, or bring onto the Company’s premises, or
induce the Company to use any confidential or proprietary information of any person or entity other than the
Company or Contractor; (iv) Contractor will abide by all Applicable Laws and the Company’s safety rules in the
course of performing the Consulting Services; (v) Contractor will not use or retain any other individual(s) or
employee(s) in performing services for the Company except with prior written approval has been obtained from the
Company; (vi) in the event Contractor uses or retains any other individual(s) in performing services for the Company,
Contractor hereby assumes full responsibility for all actions of all such individuals, and agrees to indemnify and hold
the Company harmless from any and all claims by such individuals relating to services performed in conjunction with
this Agreement; (vii) all of Contractor’s employees and contractors, as applicable, performing any of the Services
have executed written non-disclosure, assignment of rights and other appropriate agreements sufficient to protect the
confidentiality of the Proprietary Information as required herein, and sufficient to allow Contractor to grant the
assignments and licenses to the Company as provided herein;; and (viii) Contractor shall not include or authorize any
Trojan Horse, back door, time bomb, drop dead device, worm, virus or other code of any kind that may disable, erase
or otherwise impair the hardware, software, data or files of the Company or any third party.

       9.2 Privacy Matters.  If the Contractor has access to Personal Data, the Contractor represents and warrants that
(i) Contractor shall ensure appropriate Organizational and Technical Measures are engaged to protect Personal Data,
where such Personal Data is processed as part of the Service of the Contractor and make available to the Company
and/or Company, certifications or attestations to same; (ii) Contractor will abide by all Applicable Laws and Applicable
Standards; (iii) Contractor will reasonably co-operate with the Company in respect of any Legal Requests; and (iv) in
the event Contractor uses or retains any other individual(s) in performing services for the company, those individuals
shall ensure appropriate Organizational and Technical Measures are engaged to protect Personal Data, where such
Personal Data is processed as part of the Service of the Contractor and make available to the Company and/or
Company, certifications or attestations to same. Contractor hereby assumes full responsibility for all actions of all
such individuals, and agrees to indemnify and hold the Company harmless from any and all claims by such
individuals relating to Services performed in conjunction with this Agreement. In the event of a known or reasonably
suspected Data Breach affecting Personal Data, Contractor shall immediately (not later than 24 hours) notify
Company,  such notification to be provided, at a minimum, by email with a read receipt to [email protected].  In
facilitating the investigation and remediation of a Data Breach involving Personal Data, Contractor shall (and shall
ensure that any other individual(s) used or retained by Contractor) cooperate fully with Company.

10. Indemnity.  Contractor will defend, indemnify and hold the Company and its Affiliates (and their respective
employees, directors and representatives) harmless against any and all losses, liabilities, damages, claims, demands
and suits, regulatory fines, and related costs and expenses (including, without limitation, reasonable attorneys’ fees
and court costs) arising or resulting, directly or indirectly, from (i) Contractor’s development and provision of Services
or Results; (ii) any act or omission of Contractor (or its employees or independent contractors) or Contractor’s (or its
employees’ or independent contractors’) breach of any representation, warranty or covenant of this Agreement,
and/or (iii) infringement of any third-party intellectual property rights by the Results, the Company’s or Client’s use of
the Results  or Contractor’s performance of the Services.

 
11. Miscellaneous.

       11.1Assignment.  This Agreement constitutes a personal contract that may not be transferred or assigned by
Contractor without the prior written consent of Company.  Company may assign this Agreement and will use
commercially reasonable efforts to notify Contractor thereof as soon as practical, and the Company may assign a
Scope of Work and will use commercially reasonable efforts to notify Contractor thereof as soon as practical.  The
obligations and rights of each party under this Agreement shall inure to the benefit of and be binding upon the
successors and permitted assigns of such party. 

       11.2 Waiver, Modification; Interpretation.  No waiver of any provision of this Agreement or modification or

amendment of same shall be effective, binding or enforceable unless in writing and signed by the party against which
it is sought to be enforced.   Headings are meant for convenience of reference only and do not form a part of the
terms, conditions, or covenants of this Agreement or give full notice thereof.  As used in this Agreement, the
masculine includes the feminine and neuter, and the singular includes the plural.

       11.3 Severability.  All agreements and provisions contained herein are severable, and in the event any of them
shall be held to be invalid or unenforceable by any competent tribunal, this Agreement shall be interpreted as if such
invalid or unenforceable agreements or provisions were not contained herein.

       11.4 Governing Law and Jurisdiction.  All disputes under this Agreement and in the interpretation or validity of
any provision thereof shall be governed by the laws of Australia, without regard to conflict of law principles. This
Agreement shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods.
The parties hereby irrevocably submit to the jurisdiction of the courts located in the jurisdiction in which the Company
is located or, at the election of the Company, the jurisdiction in which the Contractor is located, and agree that all
claims in respect of such dispute or proceeding shall be heard and determined in such courts.  The parties hereby
irrevocably waive, to the fullest extent permitted by Applicable Laws, any objection which they may have to the venue
of any such dispute brought in such courts or any defense of inconvenient forum for the maintenance of such
dispute.    To the extent permitted under Applicable Laws, in addition to any other remedy or damages, the prevailing
party shall be entitled to an award of its reasonable attorney’s fees and costs, including, but not limited to, litigation
fees and costs incurred in such action, proceeding or counterclaim.

       11.5 Advice of Separate Counsel.  The parties agree that they have each read this Agreement, that they
understand its content and meaning, and that they have executed it of their own free will in accordance with their own
judgment and after having the opportunity to obtain the advice of separate counsel of their choosing.

       11.6 Complete Agreement; Merger.  This Agreement contains the complete agreement concerning the
arrangement between the parties and shall, as of the effective date hereof, supersede all other agreements between
the parties with respect to its subject matter.  The parties stipulate that neither of them has made any representations
concerning the execution and delivery of this Agreement except such representations as are specifically set forth
herein and in any application by the Contractor and each of the parties hereto further acknowledges that any
statements or representations that may heretofore have been made by either of them to the other are of no effect and
that neither of them has relied thereon in connections with his or its dealings with the other.  Contractor agrees that
the Company may rely upon the information provided by Contractor in its application to the Company and that the
information is both truthful and accurate.  Contractor agrees that any falsehood or inaccuracy in the application
constitutes a material breach of this Agreement.

       11.7 Notices and Records, Electronic Signature.  At all times, Contractor shall maintain its current records
address and other contact information, using the tool available on the Company web site/s.  Except as otherwise
expressly stated, all notices and consents required or permitted to be given under this Agreement shall be in writing
and shall be deemed given when personally delivered, or if not personally delivered then shall be deemed given upon
receipt after having been sent by facsimile, email, or certified mail, postage prepaid, return receipt requested to the
other party’s address, or by commercial courier.  Notices to the Company shall be sent to the following address or to
the address on the relevant Scope of Work, if applicable:

Company Address:
Appen Ltd.
Level 6, 9 Help Street
 Chatswood, NSW 2067
Australia
www.appen.com

Contractor acknowledges and agrees that by signing electronically and/or by clicking “I Agree” or “Accept”, Contractor
expressly agrees to be bound by the terms and conditions set forth in this Agreement and that the Company may rely
on Contractor’s electronic signature. Contractor further agrees that any policies and conditions or other
documentation relating to a Client or the terms of this Agreement are expressly included in the provision for electronic
signature and Company may rely on Contractor’s agreement hereto.  Contractor expressly agrees to accept notices
under this Agreement by email.  The Company address may be changed by notice to the Contractor.

       11.8 Limit of Liability.  TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT
WILL COMPANY BE LIABLE TO CONTRACTOR FOR ANY INDIRECT, SPECIAL, EXEMPLARY, INCIDENTAL, OR
CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF PROFITS) ARISING FROM OR RELATING TO THIS
AGREEMENT, EVEN IF COMPANY KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF, OR COULD
REASONABLY HAVE PREVENTED, SUCH DAMAGES.

       11.9 Liquidated Damages.  Contractor acknowledges and agrees that the time and expenses involved in proving
in any forum the actual damage or loss suffered by the Company if the Contractor materially breaches this
Agreement or makes material misstatements regarding the Contractor’s identity or provides other inaccurate
information to the Company (including providing false information concerning number of hours expended on any task
under this Agreement), make such an action appropriate for liquidated damages. Accordingly, instead of requiring
any proof of damages or losses, the Contractor agrees that as liquidated damage for each single incident of material
breach of this Agreement or misstatement of fact (including but not limited to the Contractor’s true identity) (but not as
a penalty), the Contractor shall pay to the Company up to Ten Thousand Australian Dollars (AUS $10,000.00).  In
addition, the Company shall have the right to recover its reasonable costs and attorneys’ fees for enforcing any
material breach of this Agreement. Similarly, shall a court or arbitrator hold that the Company did not prove a claim it
might make of material breach of this Agreement by the Contractor for which liquidated damages are payable, the
Contractor shall have the right to recover its reasonable costs and attorneys’ fees incurred in defending against such
claim.  Neither the material breach of this Agreement nor the payment of liquidated damages shall affect the
continuing validity or enforceability of this Agreement, nor shall it prevent the Company from seeking actual damages
[in lieu of liquidated damages], injunctive or other equitable relief.

       11.10 Injunctive Relief.  Nothing in this Agreement, including, without limitation Section 11.4, will limit either
party’s right to seek immediate injunctive or other equitable relief whenever the facts or circumstances would permit a
party to seek such relief in any court of competent jurisdiction.  Contractor acknowledges that its breach of the
Company’s Intellectual Property Rights or violation of Proprietary Information may cause irreparable damage and
hereby agrees that the Company shall be entitled to injunctive relief in the event thereof, without the necessity of
posting bond, as well as such further relief as may be granted by any court of competent jurisdiction.

       11.11 Cumulative Remedies, Waiver and Severability.  All rights and remedies, whether conferred hereunder, or
by any other instrument or law, unless otherwise expressly stated, will be cumulative and may be exercised singularly
or concurrently.  The failure of either party to enforce any of the provisions hereof will not be construed to be a waiver
of the right of such party thereafter to enforce such provisions.  If one or more provisions in this Agreement are ruled
entirely or partly invalid or unenforceable by any court or governmental authority of competent jurisdiction, then: (i)
the validity and enforceability of all provisions not ruled to be invalid or unenforceable shall remain unaffected; (ii) the
effect of such ruling shall be limited to the body making the ruling; (iii) the provision(s) held wholly or partly invalid or
unenforceable shall be deemed amended, and the parties shall reform the provision(s) to the minimum extent
necessary to render them valid and enforceable in conformity with the parties’ intent as manifested herein; and (iv) if
the ruling, or the controlling principle of law or equity leading to the ruling, is subsequently overruled, modified, or
amended, then the provision(s) in question, as originally set forth in this Agreement, shall be deemed valid and
enforceable to the maximum extent permitted by the new controlling principle of law or equity.   WITHOUT LIMITING
THE FOREGOING, IT IS UNDERSTOOD AND AGREED THAT EACH AND EVERY PROVISION OF THIS
AGREEMENT, INCLUDING WITHOUT LIMITATION LIMITATIONS OF LIABILITY OR EXCLUSION OF DAMAGES
IS INTENDED BY THE PARTIES TO BE ENFORCEABLE TO THE MAXIMUM ALLOWED BY APPLICABLE LAW
SEVERABLE AND INDEPENDENT OF ANY OTHER SUCH PROVISION AND TO BE ENFORCED AS SUCH.  IT IS
EXPRESSLY UNDERSTOOD AND AGREED THAT IN THE EVENT ANY REMEDY HEREUNDER IS DETERMINED
TO HAVE FAILED OF ITS ESSENTIAL PURPOSE, ALL LIMITATIONS OF LIABILITY AND EXCLUSIONS OF
DAMAGES SET FORTH HEREIN SHALL REMAIN IN EFFECT TO THE MAXIMUM ALLOWED BY APPLICABLE
LAW.

       11.12 Survival.  The provisions of this Agreement that may be reasonably interpreted as surviving its termination,
including the applicable provisions of Sections 7, 8, 9, 10 and 11 shall continue in effect after termination of this
Agreement. 

Contractor acknowledges and agrees that by signing electronically Contractor expressly agrees to be bound by the
terms and conditions set forth in this Agreement and that the Company may rely on Contractor’s electronic
signature. Contractor further agrees that any requirements or documentation relating to a Client or the terms of this
Agreement are expressly included in the provision for electronic signature and Company may rely on Contractor’s
agreement hereto.

CONTRACTOR HAS READ THIS AGREEMENT CAREFULLY AND UNDERSTANDS AND ACCEPTS THE
OBLIGATIONS WHICH IT IMPOSES UPON CONTRACTOR WITHOUT RESERVATION.  NO PROMISES OR
REPRESENTATIONS HAVE BEEN MADE TO CONTRACTOR TO INDUCE CONTRACTOR TO ACCEPT THIS
AGREEMENT.  CONTRACTOR ACCEPTS THIS AGREEMENT VOLUNTARILY AND FREELY.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement, which is effective as of the Effective
Date.