3PLAY MEDIA CONTRACTOR AGREEMENT

This Contractor Agreement (the “Agreement”) is entered into by and between 3Play
Media, a Delaware corporation (the “Company”), and Alona
_________________________,
May Buen a singular,
natural person (the “Contractor”).

WHEREAS, the Company and the Contractor desire to establish the terms and conditions
under which the Contractor will provide services to the Company, and

WHEREAS, Contractor represents that Contractor has expertise in the services

required by the Company and desires to be engaged in the capacity of independent contractor in
accordance with the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and promises contained

herein and other good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged by the parties hereto, the parties agree as follows:

1. Services. The Contractor will, from time to time as desired by the Contractor and
on a project basis, perform the services further described in Exhibit A to this Agreement (the
“Services”). The Contractor agrees that a material term and condition of this Agreement is the
Contractor’s performance of the services to the Company’s satisfaction, including Contractor's
satisfactory transcription of the sample files that must be transcribed prior to performing services
on an on-going basis. Contractor understands and agrees that this Agreement is personal to
Contractor, and Contractor is expressly prohibited from agreeing to perform Services on behalf of
another person or entity.

2. Account Registration. Contractors must register for an account in order to perform

the Services (“Account”). Contractor is entirely responsible for safeguarding and maintaining the
confidentiality of the username and password for the Account. Contractor agrees not to share
Contractor’s username or password with any person. Contractor must notify Company
immediately if Contractor suspects or become aware of any unauthorized use of the Account or
any unauthorized access to the password for the Account. Contractor acknowledges that it is
expressly prohibited from providing any other person with access to: (a) its Account, (b) any
Proprietary Information accessible via the Account. Contractor will not sell Contractor’s Account
or access to any Proprietary Information. Contractor must provide accurate and complete
information regarding Contractor’s identity in the creation of any Account. Any breach of this
Section by Contractor shall be deemed a material breach of this Agreement, and Company may
suspend Contractor’s access to the Account at any time without prior notice if Company
reasonably suspects a breach of this Section 2, without any liability to Contractor. Any personal
information provided by Contractor to 3Play via the Account or otherwise shall be used in
accordance with 3Play Media’s privacy policy https://www.3playmedia.com/privacy-policy/.

3. Background Checks. Contractor understands and agrees that to the maximum

extent permitted by applicable law, upon execution of this Agreement and from time to time
thereafter, Contractor’s account information and credentials will be subject to validation against
third-party databases or the verification of one or more official government or legal documents
that confirm Contractor’s identity, location, and ability to perform the Services hereunder.
Contractor authorizes Company, directly or through third parties, to make any inquiries necessary
to validate Contractor’s identity, location, and confirm ownership of Contractor’s email address or
financial accounts, subject to applicable law. When requested, Contractor must, in a timely
manner, provide Company with complete information about Contractor. Subject to applicable law,
Contractor hereby consents to background checks in accordance with Company’s then-current
policies.

4. Feb 13, 2022

Term. The term of this Agreement shall commence on _______________ and
continue until terminated pursuant to the provisions of Section 6 below (the “Consultation
Period”). Following such termination, Company shall have no further obligations or liabilities to
Contractor, except for accrued compensation due and payable hereunder through the date of
termination. Any remedies for breach of this Agreement shall survive any termination or
expiration.

5. Compensation.

5.1 Consulting Fees. As full and complete consideration for Contractor’s

Services as described herein, Company shall pay to the Contractor a set monetary amount for
services performed on a project basis, based on the length and difficulty of the selected project.
The Contractor will be advised of the consulting fee for a project before deciding whether to
undertake the project. The Company will periodically send to the Contractor’s user account a
statement detailing the services performed by the Contractor during the invoice period, and the
Contractor shall ensure the accuracy of each statement. The Company shall then pay all consulting
fees due, as evidenced in the statement, within thirty (30) days following its issuance of the
statement.

5.2 Expenses. The Contractor shall be responsible for all business expenses
incurred by the Contractor in connection with, or related to, the performance of the services.

5.3 Benefits. The Contractor shall not be entitled to any benefits, coverages or
privileges, including, without limitation, health insurance, social security, unemployment, medical
or pension payments, made available to employees of the Company.

5.4 Taxes. Company will record payments to Contractor on, and provide to
Contractor, an Internal Revenue Service Form 1099. All amounts paid to Contractor hereunder
shall constitute income from self-employment, and Contractor accepts full and exclusive liability
for the payment of any and all applicable taxes and similar charges of any kind whatsoever related
thereto, including, without limitation, Federal, state and local income and payroll taxes, social
security, unemployment insurance and workers compensation insurance.

6. Termination. Contractor acknowledges that Contractor is required to (a)

successfully complete the extended application and pass all associated tests within one (1) week
from the date of execution of this Agreement (or other time period mutually agreed upon by the
parties in writing), and (b) successfully complete and pass the identity verification and any required
background checks. In the event Contractor does not complete or pass (a) or (b) in the foregoing
sentence, this Agreement shall automatically terminate. Furthermore, this Agreement may be
terminated in the following manner: (a) by either the Company or the Contractor upon not less

{M1220665.19 }
than fourteen (14) days’ prior written notice to the other party; (b) by the non-breaching party,
upon twenty-four (24) hours prior written notice to the breaching party if one party has materially
breached this Agreement; or (c) at any time upon the mutual written consent of the parties hereto.
In the event of termination, the Contractor shall be entitled to payment for services performed prior
to the effective date of termination that have not been previously paid. Such payment shall
constitute full settlement of any and all claims of the Contractor of every description against the
Company.

7. Cooperation. The Contractor shall use the Contractor’s best efforts in the
performance of the Contractor’s obligations under this Agreement. The Company shall provide
such access to its information as may be reasonably required in order to permit the Contractor to
perform the Contractor’s obligations hereunder.

8. Proprietary Information and Discoveries.

8.1 Proprietary Information.

(a) The Contractor acknowledges that in the course of performing the

services, the Contractor will have access to Proprietary Information (as defined below). The
Contractor will not disclose any Proprietary Information to any person or entity other than
employees of the Company. Contractor is not permitted to transfer, copy, publish, or remove the
Proprietary Information from Contractor’s Account within Company’s system. Contractor must
not delete any Proprietary Information from Company’s system. In recognition of the special
nature of Contractor’s engagement under this Agreement, including Contractor’s special access
to the Proprietary Information, Contractor acknowledges that the Proprietary Information
constitutes a protectable business interest and trade secret of Company, and covenants and agrees
that during the term of Contractor’s engagement, whether under this Agreement or otherwise, and
after the termination of such engagement, Contractor will not, directly or indirectly, disclose,
furnish, make available or utilize any of the Proprietary Information, other than as strictly
necessary for the proper performance of Contractor’s duties hereunder, and only within the
Account and not separate therefrom. Contractor’s obligations under this Section 8.1 with respect
to particular Proprietary Information will survive expiration or termination of this Agreement and
Contractor’s engagement with Company.

(b) For purposes of this Agreement, Proprietary Information shall mean,

by way of illustration and not limitation, all information, whether or not in writing (and whether
or not patentable or copyrightable), of a private, secret or confidential nature, or of a business or
technical nature, that is owned, possessed or used by the Company concerning the Company’s
business or that otherwise relates to Company; including, without limitation: Company’s
proprietary transcription software, each Discovery and Work Product (as defined below),
Company’s customer information (including without limitation, any data provided by or related to
such customers, the identity of each customer, any video or audio files provided by such customer
and the content thereof, and such customer’s trademarks and logos)), trade secret, know-how,
processes, tools, methodologies, techniques, improvements, discoveries, algorithms, computer
program, research, formula, report, consumer feedback, technical data, forecasts, marketing or
business plan, personnel information, personal data, and the identity and any information regarding
the business of any customer or supplier of Company or any other information that Company is

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required to keep confidential that is communicated to or otherwise learned or acquired by the
Contractor in the course of the Contractor’s services. Proprietary Information may become
publicly available (through no fault of Contractor) from time to time, but such public availability
does not remove or negate Contractor’s obligations under this Agreement.

(c) The Contractor agrees that all documents, reports, records, data,
computer programs or other written, photographic, or tangible material containing Proprietary
Information, whether created by the Contractor or others, which shall come into the Contractor’s
custody or possession, shall be and are the exclusive property of the Company to be used by the
Contractor only in the performance of the Contractor’s services for the Company. All such
materials or copies thereof and all tangible property of the Company in the custody or possession
of the Contractor shall be delivered to the Company upon the earlier of (i) a request by the
Company or (ii) the termination of this Agreement.

(d) The Contractor agrees that Contractor’s obligation not to disclose or

to use information and materials of the types set forth in paragraphs (a) and (b) above, and to return
materials set forth in paragraph (c) above, extends to such types of information, materials and
tangible property of customers of the Company or suppliers to the Company or other third parties
who may have disclosed or entrusted the same to the Company or to the Contractor.

(e) Nothing herein prohibits the Contractor from communicating with

government agencies about possible violations of federal, state, or local laws or otherwise
providing information to government agencies or participating in government agency
investigations or proceedings. In addition, notwithstanding the Contractor’s confidentiality and
nondisclosure obligations, the Contractor is hereby advised as follows pursuant to the Defend
Trade Secrets Act: “An individual shall not be held criminally or civilly liable under any Federal
or State trade secret law for the disclosure of a trade secret that (A) is made (i) in confidence to a
Federal, State, or local government official, either directly or indirectly, or to an attorney; and (ii)
solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in
a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under
seal. An individual who files a lawsuit for retaliation by an employer for reporting a suspected
violation of law may disclose the trade secret to the attorney of the individual and use the trade
secret information in the court proceeding, if the individual (A) files any document containing the
trade secret under seal; and (B) does not disclose the trade secret, except pursuant to court order.”

(f) Contractor shall comply with the terms of the Data Protection Addendum
attached hereto as Exhibit B. Contractor will not use or disclose any educational records (which
may be governed by Family Educational Rights and Privacy Act of 1974) for any purpose other
than as expressly authorized by Company, solely for Contractor’s performance under this
Agreement. Company may request that Contractor execute additional data protection terms from
time to time. Contractor agrees to comply with all of Company’s data security policies and
procedures that may be provided to Contractor from time to time, including
https://www.3playmedia.com/contractor-data-security-policies/

8.2 Discoveries.

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 (a) Contractor agrees that Company will be the sole and exclusive owner
of any and all of Contractor’s “Discoveries” and “Work Product” made during the term of his
engagement with Company in connection with the performance of services for Company, whether
pursuant to this Agreement or otherwise. All inventions, ideas, computer programs, discoveries,
developments, ideas, concepts, or expressions thereof, and copyrightable works (including,
without limitation, any information relating to Proprietary Information and/or Company’s
products, services, source code, technology, know-how, processes, designs, algorithms, computer
programs and routines, formulae, techniques, developments or experimental work, work-in-progress,
or business trade secrets) and improvements which are made, conceived, developed or reduced to
practice by Contractor during the performance of services for Company, whether or not potentially
subject to patent, copyright, trademark, trade secret protection or other intellectual property
protection, in the United States or elsewhere ( “Discoveries”), shall be the sole property of the
Company. For purposes of this Agreement, “Work Product” means any and all work product
provided hereunder, including without limitation Work Product relating to Discoveries, all tangible
embodiments thereof, and/or otherwise provided hereunder. For the avoidance of doubt,
“Discoveries” and “Work Product” do not include materials or intellectual property made or
discovered by Contractor independent from this Agreement; provided that such materials or
intellectual property are developed without reliance upon any Proprietary Information and without
violation of the terms of this Agreement.

(b) The Contractor hereby assigns to the Company all interest in any
country in any and all Discoveries and Work Product whether such interest arises under patent
law, trade-secret law, or otherwise, and any and all related patents, copyrights, trademark, trade
secret protection and other industrial and intellectual property rights and applications therefor, in
the United States and elsewhere and appoints any officer of the Company as the Contractor’s duly
authorized attorney to execute, file, prosecute and protect the same before any government agency,
court or authority. Without limiting the generality of the preceding sentence, Contractor hereby
authorizes Company to make any desired changes to any part of any Discoveries and Work Product
to combine it with other materials in any manner desired, and to withhold Contractor's identity
in connection with any distribution or use thereof alone or in combination with other materials.
This assignment and assignment obligation applies to all Discoveries and Work Product arising
during Contractor’s engagement with Company, whether pursuant to this Agreement or otherwise.

(c) At the request of Company, Contractor shall promptly and without

additional compensation execute any and all patent applications, copyright registration applications,
waivers of moral rights, assignments, or other instruments that Company deems necessary or
appropriate to apply for or obtain Letters Patent of the United States or any foreign country,
copyright registrations or otherwise to protect Company’s interest in such Discovery and Work
Product, the expenses for which will be borne by Company. Contractor hereby irrevocably
designates and appoints Company and its duly authorized officers and agents as Contractor’s agents
and attorneys-in-fact to, if Company is unable for any reason to secure Contractor’s signature to
any lawful and necessary document required or appropriate to apply for or execute any patent
application, copyright registration application, waiver of moral rights, or other similar document
with respect to any Discovery and Work Product (including, without limitation, renewals,
extensions, continuations, divisions, or continuations in part), (a) act for and in Contractor’s
behalf, (b) execute and file any such document, and (c) do all other lawfully permitted acts to

{M1220665.19 }
further the prosecution of the same legal force and effect as if executed by Contractor; this
designation and appointment constitutes an irrevocably power of attorney coupled with an interest.

(d) To the extent that each Discovery or Work Product constitutes

copyrightable or similar subject matter that is eligible to be treated as a “work made for hire”
pursuant to United States Copyright Act (17 U.S.C., Section 101) or as having similar status in the
United States or elsewhere, it will be so deemed. The Contractor also hereby waives all claims to
moral rights in each Discovery and Work Product. To the extent such moral rights may not be
assigned under applicable law, Contractor hereby waives such moral rights and consents to any
action in connection therewith, including any violation of such moral rights, in the absence of such
consent. This provision does not alter or limit Contractor’s assignment of, or obligation to assign,
intellectual property rights under this Agreement.

(e) The obligations of Contractor set forth in this Section 8.2 (including,
without limitation, the assignment obligations) will continue beyond the termination of
Contractor’s engagement by Company with respect to Discoveries and Work product conceived
or made by Contractor along or in concert with others during Contractor’s engagement with
Company in connection with the performance of services for Company, whether pursuant to this
Agreement or otherwise.

(f) Contractor acknowledges that all Proprietary Information is and will

remain the property of Company and its licensors. Upon termination of Contractor’s engagement
with Company, or otherwise upon request of Company, Contractor shall immediately cease access
and using the Account and all Proprietary Information.

9. Non-Solicitation. To the maximum extent permitted by applicable law in

Contractor’s jurisdiction, during the Consultation Period and for a period of six (6) months
thereafter, the Contractor shall not, directly or indirectly, either alone or in association with others:
(i) solicit any employee or independent contractor of the Company to leave the employ of or limit
or cease Contractor’s engagement with the Company; and/or (ii) solicit, divert or take away the
business or patronage of any of the actual or prospective clients, customers or accounts of the
Company that were contacted, solicited or served by the Company during the Consultation Period.

10. Other Agreements; Warranty. The Contractor hereby represents that, except as the
Contractor has disclosed in writing to the Company, the Contractor is not bound by the terms of
any agreement with any third party to refrain from soliciting employees, customers or suppliers of
such third party. The Contractor further represents that the Contractor’s performance of the
services do not and will not breach any agreement with any third party to which the Contractor is
a party (including, without limitation, any non-competition agreement), and that the Contractor
will not disclose to the Company or induce the Company to use any confidential or proprietary
information or material belonging to any current or previous employer or others. Contractor further
warrants that (a) the Services performed hereunder will be performed in accordance with any
statutes, regulations, ordinances or contracts applicable to the Services covered hereunder, and will
be performed in accordance with ordinary business custom and usage; (b) no Work Product (as
defined above) shall contain any material owned by any third party, except as disclosed to
Company in writing prior to Contractor’s incorporating such material into any Work Product, and
that as to any such material, (c) Contractor shall have all rights necessary to provide to Company

{M1220665.19 }
the full, unrestricted benefits to such material as incorporated into the Work Product, including
without limitation the right to use, market, distribute and copy, and to provide such rights to others;
and (d) any Discoveries and Work Product shall not infringe any third party patent, copyright,
trademark or misappropriate any third party trade secret or other intellectual property right.

11. Independent Contractor Status.

11.1 It is understood and agreed that Contractor shall perform all services under
this Agreement as an “independent contractor” and not as an employee, joint venturer, partner, or
agent of the Company. The Contractor is not authorized to assume or create any obligation or
responsibility, express or implied, on behalf of, or in the name of, the Company or to bind the
Company in any manner. Contractor acknowledges and agrees that Contractor will not participate
in, is not entitled to or eligible for any Company-provided employee benefits, including, without
limitation, any vacation, workers compensation, insurance, medical leave payments, profit sharing,
pension, 401(k), severance or unemployment insurance, and Company will not withhold any
federal, state or local employment taxes on Contractor’s behalf. The Contractor acknowledges and
agrees to take full responsibility for compliance with all Philippine tax legislation regarding taxes
or other governmental regulations that may accrue on the compensation paid to the Contractor as
a result of the Services performed under this Agreement. The Contractor acknowledges that the
Company shall not be liable for any deductions and remittances of SSS, PhilHealth, and HDMF
(PAG-IBIG) contributions, withholding tax, or other taxes for or on behalf of the Contractor in
performing the services under this Agreement.

11.2 This Agreement is personal, and all Services must be performed by

Contractor and not any third party or subcontractor. Subject only to the terms of this Agreement,
the Contractor shall have the right to control and determine the time, place, methods, manner and
means of performing Contractor’s duties hereunder, including the performance of the Services,
and shall independently manage and control Contactor’s activities in connection therewith. In
performing the services, the amount of time devoted by the Contractor on any given day will be
entirely within the Contractor’s control, and the Company will rely on the Contractor to put in the
amount of time necessary to fulfill the requirements of this Agreement. However, the services
contemplated by the Agreement must meet the Company’s standards and approval and shall be
subject to the Company’s general right of inspection to secure their satisfactory completion. Other
than as expressly described in this Agreement, the Contractor will provide all equipment and
supplies required to perform the services.

11.3 The Contractor shall not use the Company’s, or any of its Clients’, trade
names, trademarks, service names or service marks without the prior approval of the Company.

12. Non-Exclusivity. The Contractor retains the right to contract with other companies
or entities for the Contractor’s services without restriction. For the avoidance of doubt, the
foregoing does not authorize Contractor to, and Contractor is strictly prohibited from, contracting
with any third party for the performance of Services under this Agreement. The Company similarly
retains a right to contract with other companies and/or individuals without restriction.

13. Remedies.

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 13.1 The Contractor acknowledges that any breach of the provisions of Sections
8 or 9 of this Agreement shall result in serious and irreparable injury to the Company for which
the Company cannot be adequately compensated by monetary damages alone. The Contractor
agrees, therefore, that, in addition to any other remedy the Company may have, the Company shall
be entitled to enforce the specific performance of this Agreement by the Contractor and to seek
both temporary and permanent injunctive relief (to the extent permitted by law) without the
necessity of proving actual damages or posting a bond.

13.2 Each of the covenants in Section 8 will be construed as independent of any

other covenants or other provisions of this Agreement.

13.3 In the event of any judicial determination that any of the covenants in
Section 8 are not fully enforceable, it is the intention and desire of the parties that the court treat
said covenants as having been modified to the extent deemed necessary by the court to render
them reasonable and enforceable, and that the court enforce them to such extent.

14. Indemnification. The Contractor shall be solely liable for, and shall indemnify,
defend and hold harmless the Company and its successors and assigns from and against any claim
or liability of any kind (including penalties, fees or charges) resulting from the Contractor’s failure
to pay the taxes, penalties, and payments referenced in Section 5.4 or 11.9 of this Agreement.
Contractor hereby agrees to indemnify, defend, reimburse and hold harmless Company for, from
and against any and all claims, losses, damages and expenses (including attorney’s fees and costs)
arising, directly or indirectly, from any injury or damage caused by Contractor’s negligent
performance of Contractor’s duties hereunder, willful misconduct or breach of the terms and
conditions of this Agreement.

15. No Conflicts. Contractor hereby represents and warrants to Company that

Contractor has no commitments or obligations inconsistent with this Agreement. Contractor
hereby agrees to indemnify and hold Company harmless against any loss, damage, liability or
expense arising from any claim based upon circumstances alleged to be inconsistent with such
representation and warranty. During the period during which Contractor’s Services are engaged
by Company, Contractor will not enter into any Agreement (oral or written) which may be in
conflict with this Agreement.

16. Non-Disparagement. Contractor agrees that at any and all times Contractor will
not make, publish or disseminate any statement, whether oral or written, or instigate, assist with
or participate in the making, publication or dissemination of any statement (including by reaching
out to or contacting any member of the media), which would libel, slander or disparage (whether
or not such disparagement legally constitutes libel or slander) Company or its affairs or operations,
or the reputations of any of its past or present officers, directors, managers, members, partners,
shareholders, agents, attorneys, representatives and employees in their capacity as such.

17. Effect of Prior Agreements. This Agreement (together with the Exhibits attached
hereto) contains the entire understandings between Company and Contractor relating to the subject
matter hereof and supersedes any prior engagement or consulting agreement between Contractor and
Company, or any agreement relating to the subject matter hereof between Company and Contractor.

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 18. Notices. All notices required or permitted under this Agreement shall be in writing,
sent by electronic mail, and shall be deemed effective upon delivery.

19. Pronouns. Whenever the context may require, any pronouns used in this
Agreement shall include the corresponding masculine, feminine or neuter forms, and the singular
forms of nouns and pronouns shall include the plural, and vice versa.

20. Entire Agreement. This Agreement constitutes the entire agreement between the
parties and supersedes all prior agreements and understandings, whether written or oral, relating
to the subject matter of this Agreement.

21. Amendment. This Agreement may be amended or modified only by a written

instrument executed by both the Company and the Contractor.

22. Governing Law. This Agreement shall be governed by and construed in accordance
with the laws of the Republic of the Philippines.

23. Successors and Assigns. This Agreement will be binding upon Contractor and its
heirs, executors and administrators. This Agreement will be binding upon and inure to the benefit
of Company, and its successors and assigns. Company will be entitled to assign its rights and
duties under this Agreement provided that Company will remain liable to Contractor should such
assignee fail to perform its obligations under this Agreement. This Agreement and the Services
contemplated hereunder are personal to Contractor and Contractor shall not have the right or ability
to assign, transfer, or subcontract any obligations under this Agreement without the prior written
consent of Company. Any attempt to do so shall be void.

24. Interpretation. If any restriction set forth in Section 6 or Section 7 is found by any
court of competent jurisdiction to be unenforceable because it extends for too long a period of time
or over too great a range of activities or in too broad a geographic area, it shall be interpreted to
extend only over the maximum period of time, range of activities or geographic area as to which
it may be enforceable.

25. Modification and Waiver. This agreement may not be modified or amended except by
an instrument in writing signed by the parties. No term or condition of this Agreement will be
deemed to have been waived, except by written instrument of the party charged with such waiver.
No such written waiver will be deemed to be a continuing waiver unless specifically stated therein,
and each such waiver will operate only as to the specific term or condition waived and shall not
constitute a waiver of such term or condition for the future or as to any act other than that specifically
waived.

26. Severability. If, for any reason, any provision of this Agreement is held invalid, such
invalidity will not affect any other provision of this Agreement, and each provision will to the full
extent consistent with law continue in full force and effect. If any provision of this Agreement is held
invalid in part, such invalidity will in no way affect the rest of such provision, and the rest of such
provision, together with all other provisions of this Agreement, will, to the full extent consistent with
law, continue in full force and effect.

27. Survival. Sections 4 through 21 shall survive the termination of this Agreement.

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 28. Miscellaneous.

28.1 The captions of the sections of this Agreement are for convenience of
reference only and in no way define, limit or affect the scope or substance of any section of this
Agreement.

28.2 In the event that any provision of this Agreement shall be invalid, illegal or
otherwise unenforceable, the validity, legality and enforceability of the remaining provisions shall
in no way be affected or impaired thereby.

IN WITNESS WHEREOF, the parties hereto have executed this Contractor Agreement as
of the date set forth below.

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SIGNATURE PAGE

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Alona May Buen
Alona May Buen (Feb 13, 2022 05:52 PST)

Alona May Buen

Feb 13, 2022
 EXHIBIT A
SERVICES DESCRIPTION

Services may include any of the following Services, but only on a per-project basis, if and as
required by Company:

• Transcription. Transcribe and edit speech recognition output of audio and video files using the
Company’s proprietary Speech to Text Output Editor. Some contractors may also edit content
transcribed by other contractors and provide feedback.

• Caption Placement. Determine and mark areas of video where captions should be moved from
the traditional bottom middle location due to onscreen text using the Company’s proprietary
caption placement tool.

• Audio Description. Write descriptive text of key visual elements including images and
onscreen text in videos using the Company’s proprietary audio description editing tool to create
audio description tracks to assist viewers with visual impairments. Some contractors may also
edit descriptions created by other contractors and provide feedback.

• Account Research. Research public information of Company selected prospective customers,

including company news, online video content, and possible accessibility needs and submit the
research using a Company customized template.

• Live Captioning. Produce captions in real time for the Company’s customer events using the
Company’s live captioning interface. Some contractors may also review content captioned by
other contractors and provide feedback.

Company may amend the description of Services from time to time by providing notice to Contractor
via the Account or via email.

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 EXHIBIT B
DATA PROTECTION ADDENDUM

This Data Protection Addendum (this “DPA”) is attached to and made part of that certain 3Play
Media Contractor Agreement (the “Agreement”) by and between Contractor and Company (each
a “party”; collectively, the “parties”), and applies to the processing of any information relating
to an identified or identifiable natural person, device or household (including personal data (as
defined in the General Data Protection Regulation (EU) 2016/679 (“GDPR”)) and personal
information (as defined in the CCPA (as defined in Section 12)), collectively “Personal Data”)
by Contractor on behalf of Company, including, without limitation, Personal Data that is regulated
by the GDPR or the laws of non-European Union European Economic Area (the “EEA”) countries
that have formally adopted the GDPR, as well as the United Kingdom (collectively, “EU Personal
Data”).

As between the parties, with regard to EU Personal Data, (i) Company is a Controller and
Contractor a Processor for Company; or (ii) Company is a Processor with regard to EU Personal
Data and Contractor a Subprocessor (as defined below) to Company with regard to such EU
Personal Data. The obligations contained in this DPA are in addition to the other obligations
contained in the Agreement and in the event of a conflict between this DPA and any other terms
in the Agreement, the terms of this DPA will govern. For the avoidance of doubt, to the extent
that the Agreement excludes any types of information from confidentiality obligations, those
exclusions shall not apply to Personal Data. All Personal Data, regardless of means obtained, shall
be treated in accordance with the confidentiality obligations of the Agreement and as set forth
herein. Contractor guarantees the prompt and satisfactory performance of its obligations and
responsibilities under this DPA by Contractor and Contractor agrees that it shall be responsible for
all costs associated with its compliance with such obligations. Contractor is responsible and liable
for its acts and omissions under this DPA.

“Controller”, “Processor”, “Supervisory Authority” and “data subject” have the meanings
given in the relevant Data Protection Requirements (as defined below). “Member State” means a
country that is a member of the European Union or the European Economic Area. “Subprocessor”
means any person or entity that processes Personal Data on behalf of any other person or entity in
such other person’s or entity’s capacity as a Processor or service provider (as defined in Section
12). As used in this DPA, “processing” (including any grammatically inflected forms thereof)
means any operation or set of operations which is performed on data or on sets of data, whether or
not by automated means, including without limitation collection, recording, organization,
structuring, storage, adaptation or alteration, access, retrieval, consultation, use, disclosure by
transmission, dissemination or otherwise making available, alignment or combination, restriction,
deletion, erasure or destruction. Capitalized terms used but not defined herein shall have the
meanings ascribed to them in the Agreement.

1. NATURE OF DATA PROCESSING. The subject matter and purposes of the data processing,
the types of Personal Data, categories of data subjects, nature of the processing and Company’s
data processing instructions for Contractor, will be described in Schedule I to this DPA and as
otherwise as provided in writing by Company to Contractor from time to time. If Contractor is
ever unsure as to the parameters of the instructions issued by Company, it will, as soon as

{M1220665.19 }
reasonably practicable, revert to Company for the purpose of seeking clarification or further
instructions. The duration of the processing under this DPA shall be the Term (as defined below).
2. COMPLIANCE WITH LAWS. Contractor shall comply with its obligations under all
applicable laws, regulations, and other legal requirements relating to (i) privacy, data protection,
data security, consumer protection, marketing, promotion, and text messaging, email, and other
communications; and (ii) the use, collection, retention, storage, security, disclosure, transfer,
disposal, and other processing of any Personal Data (including without limitation (a) the CCPA
(as defined in Section 12 and (b) 201 Code of Mass. Regs. 17.00 et seq., each as may be amended
from time to time, collectively, “Privacy Laws”). More specifically, and without limiting the
generality of the foregoing, with regard to EU Personal Data, Contractor will comply with its
obligations under the GDPR, any national legislation or subordinate legislation in relation to the
GDPR and all relevant guidance and codes of practice concerning the GDPR which may apply
(collectively, with Privacy Laws, the “Data Protection Requirements”).
3. OBLIGATIONS OF THE CONTROLLER. Company, in its capacity as a Controller, shall
provide documented instructions to Contractor and shall determine the purposes and general means
of Contractor’s processing of Personal Data on behalf of Company under the Agreement.
4. OBLIGATIONS OF THE PROCESSOR.
4.1. Contractor, in connection with its processing of Personal Data under this DPA, shall:
A. process Personal Data solely for the purposes described in the
Agreement and in compliance with the documented instructions
received from Company and the Agreement and will not use or
process the Personal Data for any other purpose. If Contractor cannot
comply with these requirements, it will immediately inform
Company, and Company is entitled to immediately terminate the
Agreement or to take any other reasonable action, including the
suspension of data processing operations;
B. inform Company immediately if, in Contractor’s opinion, an
instruction from Company is in breach of applicable Data Protection
Requirements;
C. if Contractor is collecting Personal Data from individuals on behalf
of Company, follow Company’s instructions with regard to such
Personal Data collection (including but not restricted to the provision
of the requisite information to be provided to data subjects under the
Data Protection Requirements and the exercise of choice);
D. comply with Article 32 of the GDPR and ensure appropriate
organizational and technical measures are in place to safeguard
against any accidental or unlawful destruction, loss, alteration,
unauthorized disclosure of, or access to, the Personal Data, taking
into account the state of the art, the costs of implementation and the
nature, scope, context and purposes of processing as well as the risk
of varying likelihood and severity for the rights and freedoms of
natural persons, and shall provide, in a timely manner, written

{M1220665.19 }
 assurance in respect of such measures as may be reasonably required
by Company; and
E. not engage any Subprocessors to help it to satisfy its obligations in
accordance with this DPA and not delegate any part of the processing
activities to any Subprocessors.

4.2. Contractor shall inform Company without delay if Contractor becomes aware of:
A. any actual or suspected non-compliance by Contractor with this
DPA or the Data Protection Requirements;
B. any legally binding request for disclosure of Personal Data by a law
enforcement authority, unless otherwise prohibited, such as in order
to preserve the confidentiality of an investigation by the law
enforcement authorities;
C. any notice, inquiry or investigation by a Supervisory Authority with
respect to Personal Data; or
D. any complaint or request (in particular, requests for access to,
rectification or restriction of Personal Data) received directly from
data subjects. Contractor shall not respond to any such request
without Company’s prior written authorization.

4.3. Contractor further agrees to notify Company without undue delay (and in any event
within 24 hours) of any Incident (as defined below) of which Contractor become aware.
“Incident” means:
A. a complaint or a request with respect to the exercise of a data
subject’s rights in accordance with Data Protection Requirements;
B. an investigation into or seizure of the Personal Data by government
officials, or a specific indication that such an investigation or seizure
is imminent;
C. any actual or suspected unauthorized or accidental access,
processing, deletion, loss, destruction, alteration, disclosure or any
form of unlawful processing of the Personal Data;
D. any breach of the security obligations as set out or referred to in this
DPA leading to the accidental or unlawful destruction, loss,
alteration, deletion, unauthorized disclosure of, or access to, the
Personal Data, or any indication of such breach having taken place or
being about to take place; or
E. where, in the reasonable opinion of Contractor, implementing an
instruction received from Company would breach applicable laws to
which Company or Contractor are subject.

4.4. Contractor shall assist Company without delay regarding:

A. any requests from data subjects in respect of access to or the
rectification, erasure, restriction, portability, blocking or deletion of
Personal Data. In the event that a data subject sends such a request

{M1220665.19 }
 directly to Contractor, Contractor will notify Company without
delay;
B. the investigation of any Incident and the notification to the relevant
Supervisory Authority and data subjects in respect of the same, or
any other legal obligations relating to such Incident;
C. the preparation of data protection impact assessments and, where
applicable, carrying out consultations with any Supervisory
Authority; and
D. ensuring Company's compliance with Company's obligations under
the Data Protection Requirements, including the obligations set forth
in Articles 32 through 36 of the GDPR.
4.5. If Contractor is required by European Union or European Union Member State law to
process any Personal Data, Contractor shall inform Company of this requirement in
advance of any processing, unless Contractor is prohibited by that law from informing
Company of such processing on important grounds of public interest.
5. IMPROVEMENTS TO SECURITY. The parties acknowledge that Data Protection
Requirements and other applicable laws are constantly changing and that effective security
requires frequent evaluation and regular improvements of outdated security or other measures. If
an amendment to the Agreement or this DPA is necessary in order to improve security or other
measures as may be required by this Section 5 or by changes in Data Protection Requirements or
other applicable law from time to time, the parties shall promptly execute an amendment.
6. AUDIT; CERTIFICATION. If the relevant data protection Supervisory Authority is required
by law or regulation to audit processing of Personal Data hereunder in order to ascertain and/or
monitor compliance with Data Protection Requirements, then Contractor will reasonably
cooperate with the audit if any as requested by 3Play Media, at 3Play Media’s expense.
7. DATA TRANSFERS. Contractor must not transfer Personal Data outside the country
identified as Contractor’s address in the preamble of the Agreement without Company’s prior
written consent in each instance.
8. SPECIAL DATA PROTECTION PROCEDURES. Company may from time to time provide
Contractor with reasonable written guidelines, rules, and/or procedures for accessing, using,
storing, and handling certain or all Company data, equipment, systems, or facilities (“Special
Privacy and Data Protection Procedures”). Contractor will comply with all applicable Special
Privacy and Data Protection Procedures when accessing Company data, equipment, systems, or
facilities.
9. TERM. This DPA shall remain in effect as long as Contractor carries out Personal Data
processing on behalf of Company or until the termination of the Agreement and all Personal Data
has been returned or deleted in accordance with Section 10 below (the “Term”).
10. DATA RETURN AND DELETION. The parties agree that on the termination of the data
processing services or upon Company’s reasonable request, Contractor shall cease processing
Personal Data. Contractor is not required to delete or return Personal Data as Contractor is not
permitted to access, store or process any Personal Data outside of the Account.

{M1220665.19 }
11. INDEMNIFICATION. Contractor agrees to indemnify, defend, hold harmless and keep
indemnified Company, its officers, directors, employees and contractors against all claims, actions,
proceedings (including enforcement proceedings), liability, loss, fines, costs, damages,
investigations and expenses (including attorneys’ fees) arising directly or indirectly out of (i)
Contractor’s breach of this DPA or applicable Data Protection Requirements; (ii) any Incident; or
(iii) the processing, unlawful processing, unauthorized disclosure or accidental loss of any
Personal Data processed by Contractor, its employees, subcontractors or agents in Contractor’s
performance of the Agreement or as otherwise agreed between the parties.
12. CALIFORNIA CONSUMER PRIVACY ACT. This Section 12 shall apply in addition to,
not in place of, any other requirements in this DPA.
12.1. In this Section 12:
A. “CCPA” means the California Consumer Privacy Act of 2018, as
may be amended from time to time, along with any regulations
promulgated thereunder.
B. “Consumer Information” means any personal information that is
processed by Contractor on behalf of Company.
C. The following terms have the meanings given in the CCPA:
"business purpose", “personal information”, “service provider”,
“sell”, and “sale”.

12.2. Except as otherwise required by applicable law, Contractor shall:

A. process Consumer Information solely for the business purpose of
providing the services specified in the Agreement;
B. comply with its obligations under the CCPA and any rules or
regulations promulgated thereunder;
C. implement and maintain security procedures and practices
consistent with industry-best standards appropriate to the nature of
the Consumer Information to protect such Consumer Information
from unauthorized access, destruction, use, modification, or
disclosure;
D. not retain, use or disclose Consumer Information for any purpose
outside the scope of the business relationship of the parties and other
than for the specific purpose of performing services specified in the
Agreement, nor retain, use, or disclose the Consumer Information for
a commercial purpose other than providing the services specified in
the Agreement;
E. not collect or use Consumer Information except as necessary to
perform the services specified in the Agreement;
F. not sell Consumer Information;
G. use best efforts to assist Company in Company’s fulfilment of
Company’s obligation to respond to California residents’ requests to
exercise rights with respect to their Consumer Information under the
CCPA; and

{M1220665.19 }
 H. use best efforts to assist Company to support Company’s
compliance with Company’s obligations under the CCPA.

12.3. Without limitation of any other provision contained in this DPA, Contractor hereby
certifies that Contractor understands the restrictions provided in this DPA, including
Section 12.2(D), (E) and (F), and will comply with them.
12.4. Contractor shall not engage its own service providers in the processing of Consumer
Information.
13. CONSTRUCTION. In this DPA, unless a clear contrary intention appears: (a) where not
inconsistent with the context, words used in the present tense include the future tense and vice
versa and words in the plural number include the singular number and vice versa; (b) reference to
any person includes such person’s successors and assigns but, if applicable, only if such successors
and assigns are not prohibited by this DPA; (c) reference to any gender includes each other gender;
(d) reference to any agreement, document or instrument means such agreement, document or
instrument as amended or modified and in effect from time to time in accordance with the terms
thereof and includes all addenda, exhibits and schedules thereto; (e) the titles and subtitles used in
this DPA are used for convenience only and are not to be considered in construing or interpreting
this DPA; (f) “hereunder,” “hereof,” “hereto,” and words of similar import shall be deemed
references to this DPA as a whole and not to any particular Section or Subsection of this DPA; and
(g) “including” (and with correlative meaning, “include”) means including without limiting the
generality of any description preceding such term. Contractor’s liability under this DPA shall not
be subject to any limitations of Contractor’s liability, nor shall Contractor be excused from the
performance of any obligations under this DPA pursuant to any force majeure provision, each as
set forth in the Agreement. If any provision in this DPA is ineffective or void, this shall not affect
the remaining provisions. The parties shall replace the ineffective or void provision with a lawful
provision that reflects the business purpose of the ineffective or void provision. In case a necessary
provision is missing, the parties shall add an appropriate one in good faith.

{M1220665.19 }
 SCHEDULE I - DATA PROTECTION SCHEDULE

DATA AND REASONS FOR PROCESSING

1 Type of Personal Data:

Any personal data regarding any person in any video or audio file provided to Contractor
for the purposes of performing the Services under the Agreement. Any personal data
provided to Contractor by Company and its representatives, on behalf of Company and/or
Company’s customers and any other third party for whom Customer submits materials for
use in connection with the Services, including Personal Data contained in videos, content,
files, data and other materials.

2 Categories of Data Subject:

Company’s clients’ employees, customers, subcontractors, independent contractors,

students, faculty, and any other person in any video, audio file, data, or other content
provided to Contractor for the purposes of performing the Services under the Agreement.

3 Subject Matter and Purposes of Personal Data Processing:

Contractor’s provision of services to Company in accordance with the Agreement.

4 Nature of the Processing:

The Personal Data will be subject to basic processing, including but not limited to
collection, recording, organization, storage, adaptation or alteration, retrieval, consultation,
use, disclosure by transmission, dissemination or otherwise making available, alignment
or combination, blocking, erasure or destruction for the purpose of providing services by
Contractor to Company.

1
Form W-8BEN Certificate of Foreign Status of Beneficial Owner for United
States Tax Withholding and Reporting (Individuals)
(Rev. July 2017) For use by individuals. Entities must use Form W-8BEN-E. OMB No. 1545-1621

Department of the Treasury Go to www.irs.gov/FormW8BEN for instructions and the latest information.
Internal Revenue Service Give this form to the withholding agent or payer. Do not send to the IRS.
Do NOT use this form if: Instead, use Form:
• You are NOT an individual . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . W-8BEN-E
• You are a U.S. citizen or other U.S. person, including a resident alien individual . . . . . . . . . . . . . . . . . . . W-9
• You are a beneficial owner claiming that income is effectively connected with the conduct of trade or business within the U.S.
(other than personal services) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . W-8ECI
• You are a beneficial owner who is receiving compensation for personal services performed in the United States . . . . . . . 8233 or W-4
• You are a person acting as an intermediary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . W-8IMY
Note: If you are resident in a FATCA partner jurisdiction (i.e., a Model 1 IGA jurisdiction with reciprocity), certain tax account information may be
provided to your jurisdiction of residence.

Part I Identification of Beneficial Owner (see instructions)

1 Name of individual who is the beneficial owner 2 Country of citizenship
Alona May Buen Philippines
3 Permanent residence address (street, apt. or suite no., or rural route). Do not use a P.O. box or in-care-of address.
1 Manahan St., Apartment C
City or town, state or province. Include postal code where appropriate. Country
San Mateo, Rizal 1850 Philippines
4 Mailing address (if different from above)

City or town, state or province. Include postal code where appropriate. Country

5 U.S. taxpayer identification number (SSN or ITIN), if required (see instructions) 6 Foreign tax identifying number (see instructions)
30942029800
7 Reference number(s) (see instructions) 8 Date of birth (MM-DD-YYYY) (see instructions)
05-24-1990
Part II Claim of Tax Treaty Benefits (for chapter 3 purposes only) (see instructions)
9 I certify that the beneficial owner is a resident of within the meaning of the income tax
treaty between the United States and that country.
10 Special rates and conditions (if applicable—see instructions): The beneficial owner is claiming the provisions of Article and paragraph
of the treaty identified on line 9 above to claim a % rate of withholding on (specify type of income):
.
Explain the additional conditions in the Article and paragraph the beneficial owner meets to be eligible for the rate of withholding:

Part III Certification

Under penalties of perjury, I declare that I have examined the information on this form and to the best of my knowledge and belief it is true, correct, and complete. I further
certify under penalties of perjury that:

• I am the individual that is the beneficial owner (or am authorized to sign for the individual that is the beneficial owner) of all the income to which this form relates or
am using this form to document myself for chapter 4 purposes,
• The person named on line 1 of this form is not a U.S. person,
• The income to which this form relates is:
(a) not effectively connected with the conduct of a trade or business in the United States,
(b) effectively connected but is not subject to tax under an applicable income tax treaty, or
(c) the partner’s share of a partnership's effectively connected income,

• The person named on line 1 of this form is a resident of the treaty country listed on line 9 of the form (if any) within the meaning of the income tax treaty between
the United States and that country, and
• For broker transactions or barter exchanges, the beneficial owner is an exempt foreign person as defined in the instructions.
Furthermore, I authorize this form to be provided to any withholding agent that has control, receipt, or custody of the income of which I am the beneficial owner or
any withholding agent that can disburse or make payments of the income of which I am the beneficial owner. I agree that I will submit a new form within 30 days
if any certification made on this form becomes incorrect.

Sign Here Alona May Buen Feb 13, 2022

Alona May Buen (Feb 13, 2022 05:52 PST)
Signature of beneficial owner (or individual authorized to sign for beneficial owner) Date (MM-DD-YYYY)
Alona May Buen
Print name of signer Capacity in which acting (if form is not signed by beneficial owner)
For Paperwork Reduction Act Notice, see separate instructions. Cat. No. 25047Z Form W-8BEN (Rev. 7-2017)