Dated [February 2022]

ECOONER COSMETICS LONDON LTD (1)

Dr Sheila Nguyen (2)

Consultancy Agreement

13-15 Moorgate, London, EC2R 6AD

 TABLE OF CONTENTS

1. Interpretation .................................................................................................................................. 2
2. Term of engagement........................................................................................................................ 4
3. Duties and obligations...................................................................................................................... 4
4. Fees ................................................................................................................................................. 8
5. Expenses .......................................................................................................................................... 8
6. Other activities ................................................................................................................................ 8
7. Confidential information .................................................................................................................. 8
8. Data protection ................................................................................................................................ 9
9. Intellectual property ........................................................................................................................ 9
10. Insurance and liability .................................................................................................................... 10
11. Termination ................................................................................................................................... 11
12. Obligations on termination ............................................................................................................ 12
13. Status ............................................................................................................................................ 12
14. Notices .......................................................................................................................................... 13
15. Entire agreement ........................................................................................................................... 14
16. Variation ........................................................................................................................................ 14
17. Counterparts.................................................................................................................................. 14
18. Third party rights ........................................................................................................................... 14
19. Governing law ................................................................................................................................ 14
20. Jurisdiction..................................................................................................................................... 14
SCHEDULE 1 - Services ................................................................................................................................ 15
PART 1 - ......................................................................................................................................... 15
SCHEDULE 2 - Ethics and Anti-bribery and Anti-corruption Policies ............................................................. 16

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THIS AGREEMENT IS DATED [February 2022]

PARTIES

(1) ECOONER COSMETICS LONDON LTD incorporated and registered in England and Wales with
company number 10404987 whose registered office is at 13 Queen Anne Street London W1G 9JH
(the Client); and

(2) Dr Sheila Li, 27 Crossness Road, Barking, IG11 0HY? (the Consultant).

AGREED TERMS

1. INTERPRETATION

The following definitions and rules of interpretation apply in this Agreement (unless the context
requires otherwise).

1.1 Definitions:

Board: the board of directors of the Client (including any committee of the board duly
appointed by it).

Business of the Client: A clinic offering aesthetics, including beauty facial, medical facial,
injectables, and aesthetic consultations and treatment.

Business Opportunities: any opportunities which the Consultant becomes aware of

during the Engagement which relate to the Business of the Client or which the Board
reasonably considers might be of benefit to the Client.

Business Day: a day, other than a Saturday, Sunday or public holiday in England, when
banks in London are open for business.

Capacity: as agent, consultant, director, employee, owner, partner, shareholder or in any

other capacity.

Commencement Date: February 2022.

Client Property: all documents, books, manuals, materials, records, correspondence,

papers and information (on whatever media and wherever located) relating to the
Business or affairs of the Client or its customers and business contacts, and any
equipment, keys, hardware or software provided for the Consultants use by the Client
during the Engagement, and any data or documents (including copies) produced,
maintained or stored by the Consultant on the Client or the Consultants computer
systems or other electronic equipment during the Engagement.

Confidential Information: information in whatever form (including without limitation, in

written, oral, visual or electronic form or on any magnetic or optical disk or memory and
wherever located) relating to the business, customers, products, affairs and finances of
the Client for the time being confidential to the Client and trade secrets including, without
limitation, technical data and know-how relating to the Business of the Client or any of its
suppliers, customers, agents, distributors, shareholders, management or business
contacts, including in particular (by way of illustration only and without limitation)
personal and sensitive data of patients and including (but not limited to) information that
the Consultant creates, develops, receives or obtains in connection with its Engagement,
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 whether or not such information (if in anything other than oral form) is marked
confidential.

Data Protection Legislation: the UK Data Protection Legislation and (for so long as and to
the extent that the law of the European Union has legal effect in the UK) the General Data
Protection Regulation ((EU) 2016/679) and any other directly applicable European Union
regulation relating to privacy.

Engagement: the engagement of the Consultant by the Client on the terms of this
Agreement.

Individual: Dr Sheila Nguyen

Insurance Policies: commercial general liability insurance cover, professional indemnity

insurance cover, employer’s liability insurance cover and public liability insurance cover.

Intellectual Property Rights: patents, utility models, rights to Inventions, copyright and
neighbouring and related rights, moral rights, trademarks and service marks, business
names and domain names, rights in get-up and trade dress, goodwill and the right to sue
for passing off or unfair competition, rights in designs, rights in computer software,
database rights, rights to use, and protect the confidentiality of, confidential information
(including know-how and trade secrets) and all other intellectual property rights, in each
case whether registered or unregistered and including all applications and rights to apply
for and be granted, renewals or extensions of, and rights to claim priority from, such rights
and all similar or equivalent rights or forms of protection which subsist or will subsist now
or in the future in any part of the world.

Invention: any invention, idea, discovery, development, improvement or innovation

made by the Consultant in the provision of the Services, whether or not patentable or
capable of registration, and whether or not recorded in any medium.

Services: the services provided by the Consultant in a consultancy capacity for the Client
as more particularly described in the Schedule 1.

Substitute: a substitute engaged by the Consultant under the terms of clause 3.3.

Termination Date: the date of termination of this Agreement, howsoever arising.

UK Data Protection Legislation: any data protection legislation from time to time in force
in the UK including the Data Protection Act 2018 or any successor legislation.

Works: all records, reports, documents, papers, drawings, designs, transparencies,

photos, graphics, logos, typographical arrangements, software, and all other materials in
whatever form, including but not limited to hard copy and electronic form, prepared by
the Consultant in the provision of the Services.

1.2 The headings in this Agreement are inserted for convenience only and shall not affect its
construction.

1.3 A reference to a particular law is a reference to it as it is in force for the time being taking
account of any amendment, extension, or re-enactment and includes any subordinate
legislation for the time being in force made under it.

1.4 Unless the context otherwise requires, a reference to one gender shall include a reference
to the other genders.

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 1.5 Unless the context otherwise requires, words in the singular shall include the plural and
in the plural shall include the singular.

1.6 The Schedules form part of this Agreement and shall have effect as if set out in full in the
body of this Agreement. Any reference to this Agreement includes the Schedules.

2. TERM OF ENGAGEMENT

2.1 The Client shall engage the Consultant and the Consultant shall make available to the
Client the Individual to provide the Services on the terms of this Agreement.

2.2 The Engagement shall commence on the Commencement Date and shall continue unless
and until terminated:

(a) as provided by the terms of this Agreement; or

(b) by either party giving to the other not less than four weeks' prior written notice.

3. DUTIES AND OBLIGATIONS

3.1 During the Engagement the Consultant shall:

(a) provide the Services with all due care, skill and ability and use its best endeavours
to promote the interests of the Client;

(b) unless prevented by ill health or accident, devote at least 1 day per week to the
carrying out of the Services together with such additional time if any as may be
necessary for their proper performance; and

(c) promptly give to the Board all such information and reports as it may reasonably
require in connection with matters relating to the provision of the Services or the
Business of the Client.

3.2 If the Individual is unable to provide the Services due to illness or injury, it shall advise the
Client of that fact as soon as reasonably practicable. For the avoidance of doubt, no fee
shall be payable in accordance with clause 4 in respect of any period during which the
Services are not provided.

3.3 The Consultant may, with the prior written approval of the Client and subject to the
following provision, appoint a suitably qualified and skilled Substitute to perform the
Services instead of the Individual, provided that the Substitute shall be required to enter
into direct undertakings with the Client, including with regard to confidentiality. If the
Client accepts the Substitute, the Consultant shall continue to invoice the Client in
accordance with clause 4 and shall be responsible for the remuneration of the Substitute.
For the avoidance of doubt, the Consultant will continue to be subject to all duties and
obligations under this Agreement for the duration of the appointment of the Substitute.

3.4 If a Substitute is appointed, the provisions relating to sub-processor obligations under

clause 8 will apply.

3.5 The Consultant shall use reasonable endeavours to ensure that the Individual is available
at all times on reasonable notice to provide such assistance or information as the Client
may require.

3.6 Unless it or she has been specifically authorised to do so by the Client in writing:

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 (a) Neither the Consultant nor the Individual shall have any authority to incur any
expenditure in the name of or for the account of the Client; or

(b) the Consultant Company shall not, and shall procure that the Individual shall not,
hold itself out as having authority to bind the Client.

3.7 The Consultant Company shall, and shall procure that the Individual shall, comply with all
reasonable standards of safety and comply with the Client’s health and safety procedures
from time to time in force at the premises where the Services are provided and report to
the Client any unsafe working conditions or practices.

3.8 The Consultant shall comply, and shall procure the Individual shall comply with the Client's
policies on social media, use of information and communication systems, anti-harassment
and bullying, no smoking, dress code, substance misuse and health and safety.

3.9 The Consultant Company undertakes to the Client that during the Engagement it shall,
and shall procure that the Individual shall, take all reasonable steps to offer (or cause to
be offered) to the Client any Business Opportunities as soon as practicable after the same
shall have come to its or her knowledge and in any event before the same shall have been
offered by the Consultant Company or the Individual (or caused by the Consultant
Company or the Individual to be offered) to any other party [provided that nothing in this
clause shall require the Consultant Company or the Individual to disclose any Business
Opportunities to the Client if to do so would result in a breach by the Consultant Company
or the Individual of any obligation of confidentiality or of any fiduciary duty owed by it or
her to any third party].

3.10 The Consultant may use a third party to perform any administrative, clerical or secretarial
functions which are reasonably incidental to the provision of the Services provided that:

(a) the Client will not be liable to bear the cost of such functions; and

(b) at the Client’s request the third party shall be required to enter into direct
undertakings with the Client, including with regard to confidentiality.

3.11 The Consultant shall, and shall procure that the Individual shall:

(a) comply with all applicable laws, regulations, codes and sanctions relating to anti-
bribery and anti-corruption including but not limited to the Bribery Act 2010
(Relevant Requirements);

(b) not engage in any activity, practice or conduct which would constitute an offence
under sections 1, 2 or 6 of the Bribery Act 2010 if such activity, practice or conduct
had been carried out in the UK;

(c) comply with the Client's Ethics and Anti-bribery and Anti-corruption Policies
(annexed to this Agreement at Schedule 4) and the Client’s Code of Practice
annexed to this Agreement at Schedule 5, in each case as the Client or the relevant
industry body may update them from time to time (Relevant Policies);

(d) promptly report to the Client any request or demand for any undue financial or
other advantage of any kind received by the Consultant or the Individual in
connection with the performance of this Agreement;

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 (e) ensure that all persons associated with the Consultant or other persons who are
performing services or providing goods in connection with this Agreement comply
with this clause 3.11; and

(f) within 1 months of the date of this Agreement, and annually thereafter, certify to
the Client in writing, they compliance with this clause 3.11. The Consultant shall
provide such supporting evidence of compliance as the Client may reasonably
request.

3.12 Failure to comply with clause 3.11 may result in the immediate termination of this
Agreement.

3.13 The Consultant shall, and shall procure that the Individual shall:

(a) not engage in any activity, practice or conduct which would constitute either:

(i) a UK tax evasion facilitation offence under section 45(1) of the Criminal
Finances Act 2017; or

(ii) a foreign tax evasion facilitation offence under section 46(1) of the Criminal
Finances Act 2017;

(b) promptly report to the Client any request or demand from a third party to facilitate
the evasion of tax within the meaning of Part 3 of the Criminal Finances Act 2017
or any suspected tax evasion offences or facilitation of tax evasion offences,
whether under UK law or under the law of any foreign country, in connection with
the performance of this Agreement;

(c) ensure that all persons associated with the Consultant or other persons who are
performing services or providing goods in connection with this Agreement comply
with this clause 3.13; and

(d) within 2 months of the date of this Agreement, and annually thereafter, certify to
the Client in writing compliance with this clause 3.13 by the Consultant and all
persons associated with the Consultant or other persons who are performing
services or providing goods in connection with this Agreement. The Consultant shall
provide such supporting evidence of compliance as the Client may reasonably
request.

3.14 Failure to comply with clause 3.13 may result in the immediate termination of this
Agreement.

3.15 The Consultant shall and shall procure that the Individual shall only treat clients for
conditions within the scope of procedures for which the consultant has been trained. A
list of the treatments it can provide will be displayed in the clinic.

3.16 The Consultant shall and shall procure that the Individual shall as part of the Services
notify the Client in respect of any accidents, clinical issues, complaints (medical and non-
medical) and health and safety matters, as soon as they arise at any of the premises where
the Services are provided.

3.17 The Consultant shall and shall procure that the Individual shall provide a mobile telephone
number so the Client can make contact in a medical emergency.

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3.18 The Consultant shall and shall procure that the Individual shall comply with the General
Medical Council’s (GMC) statement of “Good Medical Practice” as amended from time to
time.

3.19 In the unlikely event the Individual becomes infected with HIV or become Hepatitis B or C
positive or be diagnosed with any illness of an infectious nature, the Consultant must
notify Ms Yating Yuan immediately and agree, with immediate effect, to cease any
exposure prone procedures.

3.20 The Client carries out quality assurance, clinical outcome, medical audit programmes and
operate a complaints procedure in which the Consultant and the Individual are required
to participate as necessary.

3.21 It is the Consultant and Individual’s responsibility to ensure compliance with the
appropriate standards within the Healthcare and Social Act 2008 and related regulations
and published guidelines of the Care Quality Commission. The Consultant and Individual
may be required to provide audit data to the Care Quality Commission, particularly in
relation to any adverse clinical incidents or post-operative infections.

3.22 The Consultant and Individual may not, without our prior written consent, accept any gift
and/or favour of whatever kind from any clients or suppliers or any prospective clients or
suppliers of the Company.

3.23 The Consultant and Individual must agree to comply with our procedures and policies, in
particular Fire, Health & Safety Regulations, Infection Control, Administration of Drugs,
etc. Copies of these policies and documents are available on request.

3.24 The Consultant and Individual undertakes to advise Ms Yating Yuan of any matters, which
affect its ability to practice. This would include, but not be limited to, the following:-

(a) commencement of disciplinary proceedings, whether clinically based or otherwise,

at any other hospital or clinic at which the Consultant practices;

(b) any suspension of, or voluntary undertaking by the Consultant to limit the scope of
your admitting privileges or clinical practice at any other hospital or clinic; and/or

(c) any investigation into the Consultant’s clinical outcomes or clinical practices.

3.25 The Consultant and Individual agrees as soon as reasonably practicable, to notify us of any
client who has complained about the treatment provided to them to enable the Client to
respond as early as possible.

3.26 The Client will not be liable for any loss or damage to any instrument, equipment or
valuables belonging to you or any third parties, which are brought into the clinic

3.27 If the Client needs to bring any equipment or drugs into the clinic, it must be approved by
Ms Yating Yuan, to ensure compliance with current Health and Safety and MDA
requirements. Any re-useable equipment must carry proof it has been through the
appropriate decontamination process, where necessary.

3.28 The Client cannot carry out any research without the express approval of a Medical
Standards Committee or by the Client.

3.29 The practising privileges under this Agreement are subject to review every two years, in
accordance with the requirements of the Care Quality Commission. Practising privileges
will be reviewed annually after the age of 65.
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 3.30 Competitive Restrictions: You shall not work for any other aesthetic and beauty
businesses located in central London whilst contracting with us.

4. FEES

4.1 The Client shall pay the Consultant a fee of 35% of the treatment, consultation and/or
session based on the selling price (inclusive of VAT) but 20% when the selling price is less
than 75% on the listing price. On the last working day of each month during the
Engagement the Consultant shall submit to the Client an invoice which gives details of the
days the Consultant or any Substitute has provided services during the month, the
Services provided and the amount of the fee payable (plus VAT, if applicable) for the
Services during that month.

4.2 In consideration of the provision of the Services during the Engagement, the Client shall
pay each invoice submitted by the Consultant in accordance with clause 4.1 within 21 days
of receipt.

4.3 The Client shall be entitled to deduct from the fees (and any other sums) due to the
Consultant any sums that the Consultant may owe to the Client at any time.

4.4 Payment in full or in part of the fees claimed under clause 4 shall be without prejudice to
any claims or rights of the Client against the Consultant in respect of the provision of the
Services.

5. EXPENSES

5.1 The Consultant and Individual shall bear their own expenses incurred in the course of the
Engagement.

5.2 If the Consultant or the Individual is required to travel abroad in the course of the
Engagement they shall be responsible for any necessary insurances, inoculations and
immigration requirements.

6. OTHER ACTIVITIES

6.1 Nothing in this Agreement shall prevent the Consultant or the Individual from being
engaged, concerned or having any financial interest in any Capacity in any other business,
trade, profession or occupation during the Engagement provided that:

(a) such activity does not cause a breach of any of the Consultant's and Individual’s
obligations under this Agreement; and

(b) the Consultant shall and shall procure that the Individual shall give priority to the
provision of the Services to the Client over any other business activities undertaken
by the Consultant during the course of the Engagement.

7. CONFIDENTIAL INFORMATION

7.1 The Consultant and Individual acknowledges that in the course of the Engagement they
will have access to Confidential Information. The Consultant and Individual has therefore
agreed to accept the restrictions in this clause 7.

7.2 The Consultant and Individual shall not (except in the proper course of their duties), either
during the Engagement or at any time after the Termination Date, use or disclose to any
third party (and shall use their best endeavours to prevent the publication or disclosure
of) any Confidential Information. This restriction does not apply to:
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 (a) any use or disclosure authorised by the Client or required by law; or

(b) any information which is already in, or comes into, the public domain otherwise
than through the Consultant’s unauthorised disclosure.

7.3 At any stage during the Engagement, the Consultant and Individual will promptly on
request return all and any Client Property in their possession to the Client.

8. DATA PROTECTION

8.1 The Client and Individual will collect and process information relating to the Consultant in
accordance with the privacy notice which is annexed to this Agreement.

9. INTELLECTUAL PROPERTY

9.1 The Consultant and Individual hereby assigns to the Client all existing and future
Intellectual Property Rights in the Works and the Inventions and all materials embodying
these rights to the fullest extent permitted by law. Insofar as they do not vest
automatically by operation of law or under this Agreement, the Consultant holds legal
title in these rights and inventions on trust for the Client.

9.2 The Consultant and Individual undertakes:

(a) to notify to the Client in writing full details of any Inventions promptly on their
creation;

(b) to keep details of all Inventions confidential;

(c) whenever requested to do so by the Client and in any event on the termination of
the Engagement, promptly to deliver to the Client all correspondence, documents,
papers and records on all media (and all copies or abstracts of them), recording or
relating to any part of the Works and the process of their creation which are in their
possession, custody or power;

(d) not to register nor attempt to register any of the Intellectual Property Rights in the
Works, nor any of the Inventions, unless requested to do so by the Client; and

(e) to do all acts necessary to confirm that absolute title in all Intellectual Property
Rights in the Works and the Inventions has passed, or will pass, to the Client.

9.3 The Consultant and Individual warrants to the Client that:

(a) they have not given and will not give permission to any third party to use any of the
Works or the Inventions, nor any of the Intellectual Property Rights in the Works;

(b) they are unaware of any use by any third party of any of the Works or Intellectual
Property Rights in the Works; and

(c) the use of the Works or the Intellectual Property Rights in the Works by the Client
will not infringe the rights of any third party.

9.4 The Consultant and Individual agrees to indemnify the Client and keep it indemnified at
all times against all or any costs, claims, damages or expenses incurred by the Client, or
for which the Client may become liable, with respect to any intellectual property
infringement claim or other claim relating to the Works or Inventions supplied by the
Consultant to the Client during the course of providing the Services. The Consultant shall

9
 maintain adequate liability insurance coverage and ensure that the Client’s interest is
noted on the policy, and shall supply a copy of the policy to the Client on request. The
Client may at its option satisfy this indemnity (in whole or in part) by way of deduction
from any payments due to the Consultant.

9.5 The Consultant and Individual waives any moral rights in the Works to which they are now
or may at any future time be entitled under Chapter IV of the Copyright Designs and
Patents Act 1988 or any similar provisions of law in any jurisdiction, including (but without
limitation) the right to be identified, the right of integrity and the right against false
attribution, and agrees not to institute, support, maintain or permit any action or claim to
the effect that any treatment, exploitation or use of such Works or other materials
infringes the Consultant’s moral rights.

9.6 The Consultant and Individual acknowledges that, except as provided by law, no further
fees or compensation other than those provided for in this Agreement are due or may
become due to the Consultant in respect of the performance of their obligations under
this clause 9.

9.7 The Consultant and Individual undertakes, at the expense of the Client, at any time either
during or after the Engagement, to execute all documents, make all applications, give all
assistance and do all acts and things as may, in the opinion of the Client, be necessary or
desirable to vest the Intellectual Property Rights in, and to register them in, the name of
the Client and to defend the Client against claims that works embodying Intellectual
Property Rights or Inventions infringe third party rights, and otherwise to protect and
maintain the Intellectual Property Rights in the Works and the Inventions.

9.8 The Consultant and Individual irrevocably appoints the Client to be their attorney in their
name and on their behalf to execute documents, use the Consultant’s name and do all
things which are necessary or desirable for the Client to obtain for itself or its nominee
the full benefit of this clause.

10. INSURANCE AND LIABILITY

10.1 The Consultant shall have personal liability for and shall indemnify the Client for any loss,
liability, costs (including reasonable legal costs), damages or expenses arising from any
breach by the Consultant or a Substitute engaged by the Consultant of the terms of this
Agreement including any negligent or reckless act, omission or default in the provision of
the Services and shall accordingly maintain, at the Consultant’s own cost, in force during
the Engagement full and comprehensive Insurance Policies.

10.2 The Consultant shall ensure that the Insurance Policies are taken out with reputable
insurers that are specialists in medical practice indemnity insurance cover, acceptable to
the Client and that the level of cover and other terms of insurance are acceptable to and
agreed by the Client.

10.3 The Consultant shall on request supply to the Client copies of such Insurance Policies and
evidence that the relevant premiums have been paid.

10.4 The Consultant shall notify the insurers of the Client’s interest and shall cause the interest
to be noted on the Insurance Policies together with a provision to the effect that, if any
claim is brought or made by the Client against the Consultant in respect of which the
Consultant would be entitled to receive indemnity under any of the Insurance Policies,
the relevant insurer will indemnify the Client directly against such claim and any charges,
costs and expenses in respect of such claim. If the relevant insurer does not so indemnify
the Client, the Consultant shall use all insurance monies received by him to indemnify the

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 Client in respect of any claim and shall make good any deficiency from their own
resources.

10.5 The Consultant shall comply with all terms and conditions of the Insurance Policies at all
times. If cover under the Insurance Policies shall lapse or not be renewed or be changed
in any material way or if the Consultant is aware of any reason why the cover under the
Insurance Policies may lapse or not be renewed or be changed in any material way, the
Consultant shall notify the Client without delay.

10.6 The Consultant acknowledges that the Client will rely on the Consultant’s skills and
judgment in relation to the Services and undertakes in providing the Services to exercise
all reasonable skill, care and attention in all matters. The Consultant further undertakes
at all times to provide the Services to a high service level and provide the Services in
compliance with prevailing standards of acceptable business practice and ethics and any
and all medical professional rules and guidelines in force from time to time applicable to
the provision of the Services.

10.7 The Consultant accepts liability for damage to property or personal injury howsoever
resulting from her negligence where such negligence has arisen or arises in connection
with the provision of the Services or in connection with any other activities undertaken
pursuant to or for any purpose related to this Agreement.

10.8 It is agreed and accepted that it is a condition of this Agreement that in supplying this
information the Consultant is confirming it has adequate Insurance Policies. The
Consultant undertakes to inform the Ms Yating Yuan if there are any changes to its
professional indemnity insurance.

10.9 The Consultant agrees to provide documentary proof to the Client of their membership
to the Medical Defence Union (the ‘MDU’) prior to the commencement of this Agreement
and thereafter as requested by the Client.

10.10 The Consultant undertakes that it is qualified and registered with the General Medical
Council (“GMC”) and authorised to practice as a medical doctor by the GMC. The
Consultant is required to maintain, at their own expense, its registration with the GMC at
all times and ensure it receives sufficient training to enable it to provide the Services and
maintain its professional status. The Consultant will immediately inform Ms Yating Yuan
of any change or potential change in its registration. The Consultant will be expected to
provide on request, evidence of registration, together with all other necessary
professional and other registrations and membership appropriate to its private practice.

11. TERMINATION

11.1 Notwithstanding the provisions of clause 2.2, the Client may terminate the Engagement
with immediate effect with no liability to make any further payment to the Consultant
(other than in respect of amounts accrued before the Termination Date) if at any time the
Consultant or the Individual:

(a) commits any gross negligence or breach of the Consultant’s code of ethics affecting
the Business of the Client;

(b) commits any serious or repeated breach or non-observance of any of the provisions
of this Agreement or refuses or neglects to comply with any reasonable and lawful
directions of the Client;

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 (c) is convicted of any criminal offence (other than an offence under any road traffic
legislation in the United Kingdom or elsewhere for which a fine or non-custodial
penalty is imposed);

(d) is in the reasonable opinion of the Board negligent or incompetent in the

performance of the Services;

(e) is declared bankrupt or makes any arrangement with or for the benefit of her
creditors or has a county court administration order made against him under the
County Court Act 1984;

(f) is incapacitated (including by reason of illness or accident) from providing the

Services for an aggregate period of 25 days in any 52-week consecutive period;

(g) commits any fraud or dishonesty or acts in any manner which in the opinion of the
Client brings or is likely to bring the Consultant or the Client into disrepute or is
materially adverse to the interests of the Client;

(h) commits any breach of the Client's policies and procedures; or

(i) commits any offence under the Bribery Act 2010.

11.2 The rights of the Client under clause 11.1 are without prejudice to any other rights that it
might have at law to terminate the Engagement or to accept any breach of this Agreement
on the part of the Consultant as having brought the agreement to an end. Any delay by
the Client in exercising its rights to terminate shall not constitute a waiver of these rights.

12. OBLIGATIONS ON TERMINATION

12.1 On the Termination Date the Consultant shall and shall procure that the Individual shall:

(a) immediately deliver to the Client all Client Property and original Confidential
Information in their possession or under their control;

(b) subject to the Client's data retention guidelines, irretrievably delete on that the
consultant will indemnify the company against all claims other than those arising
out of the company's negligence or wilful default. Any information relating to the
Business of the Client stored on any magnetic or optical disk or memory and all
matter derived from such sources which is in their possession or under their control
outside the premises of the Client. This obligation includes requiring any Substitute
to delete such data where applicable. For the avoidance of doubt, the contact
details of business contacts made during the Engagement are regarded as
Confidential Information, and as such, must be deleted from personal social or
professional networking accounts; and

(c) provide a signed statement that they have complied fully with their obligations
under this clause 12, together with such evidence of compliance as the Client may
reasonably request.

13. STATUS

13.1 The relationship of the Consultant (and the Individual) to the Client will be that of
independent contractor and nothing in this Agreement shall render him an employee,
worker, agent or partner of the Client and the Consultant shall not hold themselves out
as such.

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 13.2 This Agreement constitutes a contract for the provision of services and not a contract of
employment and accordingly the Consultant shall be fully responsible for and shall
indemnify the Client for and in respect of:

(a) any income tax, National Insurance and social security contributions and any other
liability, deduction, contribution, assessment or claim arising from or made in
connection with the performance of the Services, where the recovery is not
prohibited by law. The Consultant shall further indemnify the Client against all
reasonable costs, expenses and any penalty, fine or interest incurred or payable by
the Client in connection with or in consequence of any such liability, deduction,
contribution, assessment or claim other than where the latter arise out of the
Client’s negligence or wilful default; and

(b) any liability arising from any employment-related claim or any claim based on
worker status (including reasonable costs and expenses) brought by the Consultant
or any Substitute against the Client arising out of or in connection with the provision
of the Services, except where such claim is as a result of any act or omission of the
Client.

13.3 The Client may at its option satisfy such indemnity (in whole or in part) by way of
deduction from any payments due to the Consultant.

14. NOTICES

14.1 Any notice or other communication given to a party under or in connection with this
Agreement shall be in writing and shall be:

(a) delivered by hand or by pre-paid first-class post or other next working day delivery
service at the address given in this Agreement or as otherwise notified in writing to
the other party; or

(b) sent by fax to its main fax number.

14.2 Unless proven otherwise, any notice or communication shall be deemed to have been
received:

(a) if delivered by hand, at the time the notice is left at the address given in this
Agreement or given to the addressee; and

(b) if sent by pre-paid first-class post or other next working day delivery service, at 9.00
am on the second Business Day after posting or at the time recorded by the delivery
service; and

(c) if sent by fax, at the time of transmission.

14.3 If deemed receipt under clause 14.2 would occur outside business hours in the place of
receipt, it shall be deferred until business hours resume. In this clause 14.3, business hours
means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the
place of receipt.

14.4 This clause does not apply to the service of any proceedings or other documents in any
legal action or, where applicable, any other method of dispute resolution.

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15. ENTIRE AGREEMENT

15.1 This Agreement constitutes the entire agreement between the parties and supersedes
and extinguishes all previous agreements, promises, assurances, warranties,
representations and understandings between them, whether written or oral, relating to
its subject matter.

15.2 Each party acknowledges that in entering into this Agreement it does not rely on, and shall
have no remedies in respect of, any statement, representation, assurance or warranty
(whether made innocently or negligently) that is not set out in this Agreement.

15.3 Each party agrees that it shall have no claim for innocent or negligent misrepresentation
or negligent misstatement based on any statement in this Agreement.

16. VARIATION

No variation of this Agreement or of any of the documents referred to in it shall be effective unless
it is in writing and signed by the parties (or their authorised representatives).

17. COUNTERPARTS

This Agreement may be executed in any number of counterparts, each of which, when executed
and delivered, shall constitute a duplicate original, but all the counterparts shall together constitute
the one agreement.

18. THIRD PARTY RIGHTS

18.1 A person who is not a party to this Agreement shall not have any rights under the
Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement. This
does not affect any right or remedy of a third party which exists, or is available, apart from
that Act.

18.2 The rights of the parties to terminate, rescind or agree any variation, waiver or settlement
under this Agreement are not subject to the consent of any other person.

19. GOVERNING LAW

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

20. JURISDICTION

Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction
to settle any dispute or claim arising out of or in connection with this Agreement or its subject
matter or formation (including non-contractual disputes or claims).

This Agreement has been entered into as a deed on the date stated at the beginning of it.

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 SCHEDULE 1 - Services

Details of the services to The Consultant will provide the following list of treatments to the Client's
be carried out: patients:

(a) aesthetic consultation, including carrying out treatment plan

(b) aesthetic injectables, including botox, dermal fillers, thread lift, prp, etc.

(c) making prescriptions related to (a) and (b)

The location(s) where 80 Harley Street, London W1G 7HB

the services are to be
performed:

Person to whom the Ms Yating Yuan

consultant should liaise
with:

PART 1 -

15
 SCHEDULE 2 - Ethics and Anti-bribery and Anti-corruption Policies

This will be provided to the Consultant separately by Ms Yating Yuan.

16
Executed as a deed by ECOONER .......................................
COSMETICS LONDON LTD acting by Ms Yu
Ms Yu Xiaomei
Xiaomei, a director, in the presence of:
Director
.......................................
Witness
NAME OF WITNESS:
ADDRESS OF WITNESS:
OCCUPATION OF WITNESS:

Signed as a deed Dr Sheila Nguyen, in the .......................................

presence of:
.......................................
Consultant

Witness
NAME OF WITNESS:
ADDRESS OF WITNESS:
OCCUPATION OF WITNESS:

17