The Governance Box Inc. Consulting Agreement

EXHIBIT 10.5 

 INDEPENDENT CONTRACTOR AGREEMENT

This Agreement is made as of February 15,2024 by and between The Governance Box, Inc. a company organized under the laws of Canada (the “Contractor”) and YOUNEEQAI TECHNICAL SERVICES, INC., (YQAI) (“Contractor”), to set forth the terms and conditions upon which Client engages Contractor.

In consideration of the engagement of the Contractor by the Client, the above premises and agreements from now on set forth, the parties agree as follows:

(a)               The Contractor shall at all times act strictly and exclusively as an independent contractor and shall not be considered as having employee status under any law, regulation or ordinance or as being entitled to participate in or benefit under any plan or program established at any time by the Client for its employees. The Contractor shall have no managerial authority or responsibility of an officer or supervisor of the Client. The Contractor shall not have any authority to bind the Client to any contract or to commit the Client in any manner whatsoever. The Contractor shall not at any time hold itself out as a representative or agent of the Client.

(b)               Contractor will be treated as an independent contractor and not as an employee of the Client for federal, state and local income tax purposes. The Client will not (i) withhold or pay any federal, state or local income or FICA (social security) taxes from Contractor’s compensation; (ii) pay any FICA or federal and state unemployment insurance on Contractor’s behalf or on behalf of any of its employees; (iii) provide workers’ compensation insurance for Contractor or any of its employees; or (iv) cover Contractor or any of its employees under any retirement, profit sharing or other employee benefit plan or program. Contractor shall pay all federal, state and local income and self-employment

taxes on Contractor’s income, as required by law, and shall file all applicable returns and forms in connection therewith.

upon written notice to the Contractor via overnight or certified mail return receipt requested upon any breach by Contractor of this Agreement.

(a)               “Confidential Information” shall mean all confidential and proprietary information of the Client, including without limitation, all information concerning the Client’s clients, prospective clients, client contact persons, business plans, finances, pricing, sales and marketing information, research strategies, techniques, products, services, software, code, applications, methods, essential ideas, employees and contractors and confidential information of Clients which the Consultant receives or has access to as a result of performing the Services, in any form, whether written, oral or machine-readable. Confidential Information does not include information known to Contractor at the time of disclosure to Contractor by the Client as evidenced by written records or is publicly known and generally available through no wrongful act of Contractor.

(b)               All Confidential Information is the property of and confidential to the Client. Neither Contractor, nor its employees or contractors, shall, during Contractor’s engagement with the Client or at any time thereafter, directly or indirectly disclose, in whole or in part, Confidential Information to any person or entity for any reason or purpose whatsoever, except on behalf of the Client in accordance with the Client’s policies, or make use of any Confidential Information for its, his or her own purposes or for the benefit of any person or entity other than the Client in accordance with the Client’s policies. Contractor agrees to take all precautions necessary to safeguard all Confidential Information against unauthorized use or reproduction by third parties.

(c)               Upon the earlier of the Client’s request and the termination of Contractor’s engagement with the Client, Contractor shall immediately turn over to the Client all documents, papers and other material, including all copies thereof, in Contractor’s possession or under Contractor’s control, which may constitute, contain or be derived from Confidential Information, whether in written, digital or machine-readable form, together with all documents, notes and other work product which is connected with or derived from Contractor’s services to the Client.

understandings, whether written, oral or otherwise, between the parties concerning the engagement of the Contractor by the Client.

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IN WITNESS WHEREOF, the parties hereto have executed this Independent Contractor Agreement as of the date above.

SCHEDULE A

Independent Contractor Agreement

Services Fee

The Services Fee that will be paid by the Client to the Contractor, in consideration of the Services to be provided by the Contractor to the Client – as outlined in Schedule B of this Agreement – consists of:

SCHEDULE B

Independent Contractor Agreement

Scope of Services

The services to be provided by the Contractor to the Client, in consideration of the Consulting Fee to be paid by the Client to the Contractor – as established in Schedule A of this Agreement –, consist of the following: