INDEPENDENT CONTRACTOR SERVICES AGREEMENT

This Independent Contractor Services Agreement (the “Agreement”) is made and is effective as of

____________________________ (the “Effective Date”)

Between
Jiji.Ng Online Marketplace Nigeria Limited, located at Epic Tower, 4th floor, 235 Ikorodu Rd, Ilupeju,
Lagos. (Hereinafter referred to as the “Company”)

And

___________________________________ having its address at: _____________________________________

____________ And email address______________________________________________________________

1. Engagement

The Company hereby engages the Contractor, and Contractor hereby accepts such engagement, to provide
the services described in clause 2 below (the “Services”), and to perform such other services as may be
determined from time to time by the parties.

2. Services and Reporting

The Contractor shall provide the following Services:

 Your Main target is to sell Jiji.ng Subscription packages for sellers to boost their sales
 Other services not listed above which may arise for the efficient operation of the business which may
be communicated in the course of provision of the above Services.

In the course of provision of the Services, the Contractor shall:

 promptly and efficiently perform the Services as and when required with all due care and skill to the
best of his ability;
 ensure that all targets and deadlines are met according to the requirements of the Company;
 comply with all laws, regulations, and ordinances applicable to the Contractor’s performance of the
Services and Contractor’s other obligations under this Agreement.

The Company has agreed to engage the Contractor as set forth herein, based in part on the representation
that the Contractor is an independent contractor. As such, the Contractor understands and agrees that it is
an independent contractor and not an employee of the Company for the term of this Agreement. Nothing
contained herein or in any document executed by the parties shall be deemed or construed by the parties or
by any third party as creating the relationship of employer-employee, joint enterprise or undertaking,
partnership, or fiduciary relationship. The Contractor shall only represent himself to be and shall only be
considered to be by the parties or any third party an independent contractor of the Company. The
Contractor agrees that he represents the Company and is not entitled to benefit from or participate in any
 policies, schemes or other arrangements which exist specifically for the benefit of employees of the
Company.

The Contractor will provide the Services in a team managed by a Team Lead and is required to report his
activities to his Team Lead.

This Agreement is specific to the Contractor and he is not entitled to re-assign or sub-contract his
obligations under this Agreement to a third party without the Company’s written consent.

The Contractor shall not make, offer or accept any payment, gift, promise or other advantage, whether
directly or through any other person, to or for the use or benefit of any government official or any person
where such payment, gift, promise or other advantage would violate any of the anti-bribery and money-
laundering laws or any other applicable law in Nigeria.

3. Key Performance Indicators (KPI)

The KPIs established for the Contractor are set out in Appendix A hereto.

4. Remuneration

Your total monthly remuneration for the Services will include:

 A 20% commission of total sales made monthly (“Commission Fee”);

The Transportation Allowance Fee is payable weekly in the end of the week and only when at least 2 (two)
sales are made by the Contractor in the current week. The Commission Fee will accrue on a daily basis.
The Performance Bonus Fee is calculated at the end of each month based on the total sales made during the
respective month. The Commission and the Performance Bonus Fee are paid monthly between 1st and 7th
day of the following month. Withholding Tax of 5% will be deducted from the total payment made to you
by the Company and upon submission of your Tax Identification Number (TIN), Tax Credit Notes will be
issued monthly in accordance with the tax laws of the Federal Republic of Nigeria.

The Company may, at its sole discretion, revise the above remuneration terms from time to time. Any
change of the remuneration terms hereunder will be notified to the Contractor by a 14 (fourteen) days’ prior
notice (the “Remuneration Change Notice”). If the Contractor does not consent to the change of the
remuneration terms, this Agreement will be deemed automatically terminated upon the Remuneration
Change Notice.

5. Company Property

The Company may provide you with an inventory. An inventory sheet will be provided to you for
completion at the point of provision of Company’s inventory, including an Android Phone which may be
provided only upon approval from the Key Accounts and/ or after no less than 2 months of providing
Services to the Company. The cost of the phone will be deducted from your monthly remuneration in
agreed instalments until total cost has been covered.

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6. Intellectual Property

Without additional compensation to you, you agree to assign all present and future intellectual property
rights, including, without limitation, copyright in and to all documents and rights to all, inventions,
discoveries and design prepared by you in the course of provision of your services and whether made or
conceived (i) in whole or in part by you; (ii) alone of in conjunction with others; or (iii) in pursuance of
specific instructions or not, to the Company and acknowledge that, by virtue of this clause, all such rights
are vested (or will vest) in the Company.

7. Term of Agreement

The Contractor will commence provision of the Services on the Effective Date and will provide them
unless terminated by either party according to the Termination Clause below.

8. Termination

Either party may terminate this Agreement, effective immediately upon notice.

The Company shall have the right to terminate this Agreement without prior notice and without any
liability for compensation or damages on the occurrence of a breach of any condition of this Agreement
including but not limited to inability to perform your obligations satisfactorily; inability to meet your
monthly sales target; failure to comply with Company’s instructions; disclosure of confidential or
proprietary information to a third party; conviction of a criminal offence; representing the interest of the
Company’s partner, affiliate or competitor; or conducting yourself in such a manner as to bring the
Company’s name into disrepute.

9. Confidentiality

For purposes of this Agreement, “Confidential Information” shall mean all information related to the
Company’s business (including without limitation all trade secrets, information related to business systems,
computer programs and all other technical and business information, financial data, client lists, protocols
and proprietary information of third parties provided to the Company in confidence) which the Company
considers to be confidential or proprietary or which the Company has a duty to treat as confidential.

You acknowledge that it will be necessary for the Company to disclose certain Confidential Information to
you in order for you to perform the Services under this Agreement. You acknowledge that disclosure to a
third party or misuse of this Confidential Information would irreparably harm the Company. Accordingly,
you will not disclose or use, either during or after the term of this Agreement, any Confidential Information
of the Company without the Company’s prior written permission to third parties either during the term of
this Agreement or following the termination of this Agreement for a period of twelve (12) months. Upon
the Company’s request and upon any termination or expiration of this Agreement, you will promptly (a)
return to the Company or, if so directed by the Company, destroy all tangible embodiments of the
Confidential Information, (b) permanently erase all electronic files containing or summarizing any
Confidential Information, and (c) certify to the Company in writing that you have fully complied with the
foregoing obligations.

10. Contractual Non-Compete and Non-Solicitation

It is agreed that while you are engaged with the Company, you shall not directly or indirectly:

 Provide services to any legal entity or natural person that directly or indirectly competes with the
Company’s business;
 Engage in any activity that directly or indirectly competes with the Company's business and/or
systems, technologies or algorithms developed by the Company;
 Use any Confidential Information in relation to any business that directly or indirectly competes with
the Company's business;

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  Carry on for your own account either alone or in partnership (or be concerned as a Director in any
company engaged in) any such business in competition with the business of the company within the
territories or markets within your responsibility;
 Attempt in any manner to solicit from any of the Company’s clients (except on behalf of the Company
and its affiliates) business of the type performed by the Company or to persuade any client to cease to
do business or to reduce the amount of business which any such client has customarily done or
contemplates doing with the Company or any of its affiliates, whether or not the relationship between
the Company and such client was originally established in whole or in part through your efforts; or
 Employ, attempt or assist anyone else to employ (except on behalf the Company and its affiliates) any
person who is employed by the Company or any of its subsidiary companies.

11. Post-Contractual Non-Compete and Non-Solicitation

You shall not during the term of your engagement with the Company, and for a period of 6 months post
termination, for any reason whatsoever, be directly or indirectly interested, engaged or concerned in the
business of any third party competing with the businesses of the Company or its affiliates, without the prior
written consent of the Company.

You shall not, for a period of one year after the termination of your engagement with the Company, solicit
any employees, contractors and/or clients of the Company, either for yourself or for the benefit of any third
party.

12. Data Protection

For purposes of this Agreement, the “Personal data” shall mean any information relating to an identified
or identifiable natural person. The Company will process your Personal data in accordance to the privacy
notice it has provided to you.

When during your engagement with the Company you receive access to Personal data of any identified or
identifiable individual, including, but not limited to, employees, individual contractors, clients, users, you
shall abide the following rules:

 You shall use the Personal Data to the extent it is required for performance of service hereunder.
 You shall not use Personal Data for your personal goals.
 You shall not transfer Personal data to any third party, who has not taken obligation to keep it safe and
confidential.
 You shall not provide access to Personal data to any third party that is not authorised thereto.
 You shall immediately inform the Company if you suspect that a breach of security may have taken
place, or that the Personal data may be lost, destructed, altered, or disclosed, accessed to without
authorization.
 You shall keep all your credentials to access any systems that collect, store or otherwise process
Personal data, safe and confidential.

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 Upon termination of this Agreement: 1) your access to Personal data shall be terminated; 2) you shall
return all and any Personal data received during your engagement with the Company not later than on the
last day of such engagement; 3) you shall destroy all copies of Personal data stored on your personal
devices; 4) you shall not disclose or otherwise use Personal data that became accessible to you due to your
engagement with the Company.

13. Severability

If any term or provision of this Agreement is held to be illegal, unenforceable or invalid in whole or in part
for any reason, such illegal, unenforceable, or invalid provisions or part(s) shall be struck out from this
Agreement and such provision shall not affect the legality, enforceability or validity of the remainder of
this Agreement. The struck out provision shall be replaced, to the extent possible, with a legal, enforceable
and valid provision that is as similar in tenor to the struck out possible as is legally possible

14. Final Agreement

This Agreement terminates and supersedes all prior understandings or agreements on the subject matter
hereof. This Agreement may be modified only by further writing that is duly executed by both parties.

15. Governing Law

This Agreement shall be construed and enforced in accordance with the laws of the Federal Republic of
Nigeria.

16. Notices

Any notice, demand or request required or permitted to be given under this Agreement shall be in writing
and shall be deemed sufficient when delivered personally or sent by email to the contact details (address
and/or email) as set forth in the Parties Section of this Agreement on the first page, as subsequently
modified by written notice or if no address is specified on the first page, at the most recent address set forth
in the Company's books and/or records.

Signatures

JIJI.NG ONLINE MARKETPLACE NIGERIA LIMITED

Signature: ………………………………….……………….…………..

Date: ………………………………….……………………………………

CONTRACTOR

Name: ………………………………………………………………..…….

Signature: …………………………………………………………………

Date: …………………………………………………………………………

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APPENDIX A

KEY PERFORMANCE INDICATORS (KPI)

Daily Targets

● Register 3 Companies with 10 Ads each

Monthly Targets

Please note that your KPIs may be reviewed from time to time to align with current processes and will be
communicated to you accordingly.

The above is well understood by me and I agree to the terms stated.

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