Venda Distributors Inc Consulting Agreement

EXHIBIT 10.9 

CONSULTING AGREEMENT

This Agreement is made as of Feb 15, 2024 by and between Venda Distributors Inc (the “Consultant”) and Youneeq AI Technical Services (“Client”), in order to set forth the terms and conditions upon which Contractor is engaged by Client.

In consideration of the engagement of the Consultant by the Client, the above premises and agreements hereinafter set forth, the parties agree as follows:

(a)               The Consultant 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 Consultant shall have no managerial authority or responsibility of an officer or supervisor of the Client. The Consultant shall not have any authority to bind the Client to any contract or to commit the Client in any manner whatsoever. The Consultant shall not at any time hold itself out as a representative or agent of the Client.

(b)               Consultant 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 Consultant compensation; (ii) pay any FICA or federal and state unemployment insurance on Consultant behalf or on behalf of any of its employees; (iii) provide workers’ compensation insurance for Consultant or any of its employees; or (iv) cover Consultant any of its employees under any retirement, profit sharing or other employee benefit plan or program. Consultant shall pay all federal, state and local income and self-employment taxes on Consultant income, as required by law, and shall file all applicable returns and forms in connection therewith.

(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 Consultants 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 Consultant by the Client as evidenced by written records or is publicly known and generally available through no wrongful act of Consultant.

(b)               All Confidential Information is the property of and confidential to the Client. Neither Consultant, nor its employees or consultant, shall, during Consultant engagement with the Client or at any time thereafter, directly or indirectly disclose, in whole or in part, Consultant 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. Consultant 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 Consultant’s engagement with the Client, Consultant shall immediately turn over to the Client all documents, papers and other material, including all copies thereof, in Consultant possession or under Consultant 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 Consultant services to the Client.

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

SCHEDULE A

to 

Consulting Agreement

Services Fee

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

SCHEDULE B

to 

Consulting Agreement

Scope of Services

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