[insert Company name]

CONSULTING AGREEMENT

Effective Date:

This Consulting Agreement (the “Agreement”) is made as of the Effective Date set forth above
by and between [●], a Delaware corporation (“Company”) and the consultant named on the signature
page hereto (“Consultant”).

1. Engagement of Services. Company may issue Project Assignments to Consultant in the

form attached to this Agreement as Exhibit A (each, a “Project Assignment”). Subject to the terms of
this Agreement, Consultant will render the services set forth in Project Assignment(s) accepted by
Consultant (the “Services”) by the completion dates set forth therein. Except as otherwise provided in the
applicable Project Assignment, Consultant will be free of control and direction from the Company (other
than general oversight and control over the results of the Services), and will have exclusive control over
the manner and means of performing the Services, including the choice of place and time. Consultant will
provide, at Consultant’s own expense, a place of work and all equipment, tools and other materials
necessary to complete the Services; however, to the extent necessary to facilitate performance of the
Services, Company may, in its discretion, make certain of its equipment or facilities available to
Consultant at Consultant’s request. While on the Company’s premises, Consultant agrees to comply with
Company’s then-current access rules and procedures, including those related to safety, security and
confidentiality. Consultant agrees and acknowledges that Consultant has no expectation of privacy with
respect to Company’s telecommunications, networking or information processing systems (including
stored computer files, email messages and voice messages) and that Consultant’s activities, including the
sending or receiving of any files or messages, on or using those systems may be monitored, and the
contents of such files and messages may be reviewed and disclosed, at any time, without notice.

2. Compensation. Company will pay Consultant the fee set forth in each Project
Assignment for Services rendered pursuant to this Agreement as Consultant’s sole compensation for such
Services. Consultant will be reimbursed only for expenses that are expressly provided for in a Project
Assignment or that have been approved in advance in writing by Company, provided Consultant has
furnished such documentation for authorized expenses as Company may reasonably request. Payment of
Consultant’s fees and expenses will be in accordance with the applicable Project Assignment. Upon
termination of this Agreement for any reason, Consultant will be paid fees on the basis stated in the
Project Assignment(s) for work that has been completed. Unless otherwise provided in a Project
Assignment, payment to Consultant of undisputed fees will be due 30 days following Company’s receipt
of an invoice that contains accurate records of the work performed that are sufficient to substantiate the
invoiced fees.

3. Ownership of Work Product. Consultant hereby irrevocably assigns to Company all

right, title and interest worldwide in and to any deliverables specified in a Project Assignment and to any
ideas, concepts, processes, discoveries, developments, formulae, information, materials, improvements,
designs, artwork, content, software programs, other copyrightable works, and any other work product
created, conceived or developed by Consultant (whether alone or jointly with others) for Company during
or before the term of this Agreement, including all copyrights, patents, trademarks, trade secrets, and
other intellectual property rights therein (collectively, the “Work Product”). Consultant retains no rights
to use the Work Product and agrees not to challenge the validity of Company’s ownership of the Work
Product. Consultant agrees to execute, at Company’s request and expense, all documents and other
instruments necessary or desirable to confirm such assignment, including without limitation, any
copyright assignment or patent assignment provided by the Company. Consultant hereby irrevocably

1.
4830-9304-4438.2
appoints Company as Consultant’s attorney-in-fact for the purpose of executing such documents on
Consultant’s behalf, which appointment is coupled with an interest. At Company’s request, Consultant
will promptly record any such patent assignment with the United States Patent and Trademark Office, the
Canadian Intellectual Property Office and/or comparable offices in other jurisdictions. Company will
reimburse Consultant for any reasonable out-of-pocket expenses actually incurred by Consultant in
fulfilling its obligations under this section. Consultant will deliver each item of Work Product specified in
each Project Assignment and disclose promptly in writing to Company all other Work Product.

4. Other Rights. If Consultant has any rights, including without limitation “artist’s rights”
or “moral rights,” in the Work Product that cannot be assigned, Consultant hereby unconditionally and
irrevocably grants to Company an exclusive (even as to Consultant), worldwide, fully paid and royalty-
free, irrevocable, perpetual license, with rights to sublicense through multiple tiers of sublicensees, to use,
reproduce, distribute, create derivative works of, publicly perform and publicly display the Work Product
in any medium or format, whether now known or later developed. In the event that Consultant has any
rights in the Work Product that cannot be assigned or licensed, Consultant unconditionally and
irrevocably waives the enforcement of such rights, and all claims and causes of action of any kind against
Company or Company’s customers.

5. License to Preexisting IP. Unless otherwise agreed in the applicable Project

Assignment, Consultant agrees not to use or incorporate into Work Product any intellectual property (i)
developed by any third party or by Consultant, (ii) outside the scope of this Agreement, and (iii) not
owned by Company, whether through a separate assignment or pursuant to a separate agreement (such
intellectual property, “Preexisting IP”). In the event Consultant uses or incorporates Preexisting IP into
Work Product in accordance with a specific Project Assignment, Consultant hereby grants to Company a
non-exclusive, worldwide, fully-paid and royalty-free, irrevocable, perpetual license, with the right to
sublicense through multiple tiers of sublicensees, to use, reproduce, distribute, create derivative works of,
publicly perform and publicly display in any medium or format, whether now known or later developed,
such Preexisting IP incorporated or used in Work Product.

6. Open Source. Preexisting IP does not include open source software (“OSS”) and
Consultant may use or incorporate OSS into Work Product; provided that, unless otherwise agreed in the
applicable Project Assignment, such OSS (a) is subject to a permissive license and (b) is not licensed
under the GNU General Public License (GPL), Lesser General Public License (LGPL) or any other open
source or third-party license that, by its terms, requires or conditions the use or distribution of such OSS
on the disclosure, licensing, or distribution of any source code owned or licensed by Company (each such
license, a “Restrictive License”).

7. Representations and Warranties. Consultant represents and warrants that: (a) the
Services will be performed in a professional manner and in accordance with the industry standards and
the Work Product will comply with the requirements set forth in the applicable Project Assignment, (b)
the Work Product will be an original work of Consultant, (c) Consultant has the right and unrestricted
ability to assign the ownership of Work Product to Company as set forth in Section 3. (including without
limitation the right to assign the ownership of any Work Product created by Consultant’s employees or
contractors), (d) neither the Work Product nor any element thereof will infringe upon or misappropriate
any copyright, patent, trademark, trade secret, right of publicity or privacy, or any other proprietary right
of any person, whether contractual, statutory or common law, (e) Consultant has an unqualified right to
grant to Company the license to Preexisting IP set forth in Section 5., (f) none of the Work Product (or
Preexisting IP used or incorporated into the Work Product) incorporates any software code subject to
Restrictive License, except as expressly agreed by the Company in writing in the applicable Project
Assignment, and (g) Consultant will comply with all applicable federal, state, local and foreign laws
governing self-employed individuals, including laws requiring the payment of taxes, such as income and

2.
4830-9304-4438.2
employment taxes, and social security, disability, and other contributions. Consultant further represents
and warrants that Consultant is self-employed in an independently established trade, occupation, or
business; maintains and operates a business that is separate and independent from Company’s business;
holds himself or herself out to the public as independently competent and available to provide applicable
services similar to the Services; has obtained and/or expects to obtain clients or customers other than
Company for whom Consultant performs services; and will perform work for Company that Consultant
understands is outside the usual course of Company’s business. Consultant agrees to indemnify and hold
Company harmless from any and all damages, costs, claims, expenses, or other liability (including
reasonable attorneys’ fees) arising from or relating to the breach or alleged breach by Consultant of the
representations and warranties set forth in this Section 7..

8. Independent Contractor Relationship. Consultant’s relationship with Company is that

of an independent contractor, and nothing in this Agreement is intended to, or should be construed to,
create a partnership, agency, joint venture or employment relationship between Company and any of
Consultant’s employees or agents. Consultant is not authorized to make any representation, contract or
commitment on behalf of Company. Consultant (if Consultant is an individual) and Consultant’s
employees will not be entitled to any of the benefits that Company may make available to its employees,
including, but not limited to, group health or life insurance, profit-sharing or retirement benefits. Because
Consultant is an independent contractor, Company will not withhold or make payments for social
security, make unemployment insurance or disability insurance contributions, or obtain workers’
compensation insurance on behalf of Consultant. Consultant is solely responsible for, and will file, on a
timely basis, all tax returns and payments required to be filed with, or made to, any federal, state or local
tax authority with respect to the performance of Services and receipt of fees under this Agreement.
Consultant is solely responsible for, and must maintain adequate records of, expenses incurred in the
course of performing Services under this Agreement. No part of Consultant’s compensation will be
subject to withholding by Company for the payment of any social security, federal, state or any other
employee payroll taxes. Company will regularly report amounts paid to Consultant by filing Form 1099-
MISC with the Internal Revenue Service as required by law. If, notwithstanding the foregoing, Consultant
is reclassified as an employee of Company, or any affiliate of Company, by the U.S. Internal Revenue
Service, the U.S. Department of Labor, or any other federal or state or foreign agency as the result of any
administrative or judicial proceeding, Consultant agrees that Consultant will not, as the result of such
reclassification, be entitled to or eligible for, on either a prospective or retrospective basis, any employee
benefits under any plans or programs established or maintained by Company.

9. Confidential Information. During the term of this Agreement and thereafter Consultant
(i) will not use or permit the use of Company’s Confidential Information in any manner or for any
purpose not expressly set forth in this Agreement, (ii) will hold such Confidential Information in
confidence and protect it from unauthorized use and disclosure, and (iii) will not disclose such
Confidential Information to any third parties except as set forth in this section and in Section 10. below.
Consultant will protect Company’s Confidential Information from unauthorized use, access or disclosure
in the same manner as Consultant protects its own confidential information of a similar nature, but in no
event will it exercise less than reasonable care. Notwithstanding the foregoing or anything to the contrary
in this Agreement or any other agreement between Company and Consultant, nothing in this Agreement
shall limit Consultant’s right to report possible violations of law or regulation with any federal, state, or
local government agency. “Confidential Information” as used in this Agreement means all information
disclosed by Company to Consultant, whether during or before the term of this Agreement, that is not
generally known in the Company’s trade or industry and will include, without limitation: (a) concepts and
ideas relating to the development and distribution of content in any medium or to the current, future and
proposed products or services of Company or its subsidiaries or affiliates; (b) trade secrets, drawings,
inventions, know-how, software programs, and software source documents; (c) information regarding
plans for research, development, new service offerings or products, marketing and selling, business plans,

3.
4830-9304-4438.2
business forecasts, budgets and unpublished financial statements, licenses and distribution arrangements,
prices and costs, suppliers and customers; (d) existence of any business discussions, negotiations or
agreements between the parties; and (e) any information regarding the skills and compensation of
employees, contractors or other agents of Company or its subsidiaries or affiliates. Confidential
Information also includes proprietary or confidential information of any third party who may disclose
such information to Company or Consultant in the course of Company’s business. Confidential
Information does not include information that (x) is or becomes a part of the public domain through no
act or omission of Consultant, (y) is disclosed to Consultant by a third party without restrictions on
disclosure, or (z) was in Consultant’s lawful possession without obligation of confidentiality prior to the
disclosure and was not obtained by Consultant either directly or indirectly from Company. In addition,
this section will not be construed to prohibit disclosure of Confidential Information to the extent that such
disclosure is required by law or valid order of a court or other governmental authority; provided,
however, that Consultant will first have given notice to Company and will have made a reasonable effort
to obtain a protective order requiring that the Confidential Information so disclosed be used only for the
purposes for which the order was issued. All Confidential Information furnished to Consultant by
Company is the sole and exclusive property of Company or its suppliers or customers. Upon request by
Company, Consultant agrees to promptly deliver to Company the original and any copies of the
Confidential Information. Notwithstanding the foregoing nondisclosure obligations, pursuant to 18 U.S.C.
Section 1833(b), Consultant will not be held criminally or civilly liable under any federal or state trade
secret law for the disclosure of a trade secret that is made: (1) in confidence to a federal, state, or local
government official, either directly or indirectly, or to an attorney, and solely for the purpose of reporting
or investigating a suspected violation of law; or (2) in a complaint or other document filed in a lawsuit or
other proceeding, if such filing is made under seal.

10. Consultant’s Employees, Consultants and Agents. Consultant shall have the right to
disclose Confidential Information only to those of its employees, consultants, and agents who have a need
to know such information for the purpose of performing Services and who have entered into a binding
written agreement that is expressly for the benefit of Company and protects Company’s rights and
interests in and to the Confidential Information to at least the same degree as this Agreement. Company
reserves the right to refuse or limit Consultant’s use of any employee, consultant or agent or to require
Consultant to remove any employee, consultant or agent already engaged in the performance of the
Services. Company’s exercise of such right will in no way limit Consultant’s obligations under this
Agreement.

11. Term and Termination.

11.1 Term. The initial term of this Agreement is for one (1) year from the Effective
Date set forth above, unless earlier terminated as provided in this Agreement. Thereafter, this Agreement
will automatically renew on its anniversary date, for six (6) month terms, unless Company provides 15
days’ written notice prior to any such renewal that the Agreement will not renew.

11.2 Termination Without Cause. Company may terminate this Agreement with or
without cause, at any time upon [●] days’ prior written notice to Consultant. Consultant may terminate
this Agreement without cause, at any time when no Project Assignment is in effect upon [●] days’ prior
written notice to Company.

11.3 Termination for Cause. Either party may terminate this Agreement immediately
in the event the other party has materially breached the Agreement and failed to cure such breach within
three (3) days after notice by the non-breaching party is given.

4.
4830-9304-4438.2
 11.4 Survival. The rights and obligations contained in Sections 3. (“Ownership of
Work Product”), 4. (“Other Rights”), 5. (“License to Preexisting IP”), 7. (“Representations and
Warranties”), 9. (“Confidential Information”) and 13. (“Non-solicitation”) will survive any
termination or expiration of this Agreement.

12. No Conflicts. Consultant will refrain from any activity, and will not enter into any
agreement or make any commitment, that is inconsistent or incompatible with Consultant’s obligations
under this Agreement, including Consultant’s ability to perform the Services. Consultant represents and
warrants that Consultant is not subject to any contract or duty that would be breached by Consultant’s
entering into or performing Consultant’s obligations under this Agreement or that is otherwise
inconsistent with this Agreement.

13. Non-solicitation. Consultant agrees that during the term of this Agreement, and for one
year thereafter, Consultant will not either directly or indirectly, solicit or attempt to solicit any employee,
independent contractor, or consultant of Company to terminate his, her or its relationship with Company
in order to become an employee, consultant, or independent contractor to or for any other person or
entity.

14. Successors and Assigns. Consultant may not subcontract or otherwise delegate or assign
this Agreement or any of its obligations under this Agreement without Company’s prior written consent.
Any attempted assignment in violation of the foregoing will be null and void. Subject to the foregoing,
this Agreement will be for the benefit of Company’s successors and assigns, and will be binding on
Consultant’s assignees.

15. Notices. Any notice required or permitted by this Agreement will be in writing and will
be delivered as follows with notice deemed given as indicated: (i) by personal delivery when delivered
personally; (ii) by overnight courier upon written verification of receipt; (iii) by electronic transmission
upon acknowledgment of receipt; or (iv) by certified or registered mail, return receipt requested, upon
verification of receipt. Notice will be sent to the addresses set forth below or such other address as either
party may specify in writing.

16. Governing Law. This Agreement will be governed in all respects by the laws of the
United States of America and by the laws of the State of Delaware, without giving effect to any conflicts
of laws principles that require the application of the law of a different jurisdiction.

17. Severability. Should any provisions of this Agreement be held by a court of law to be
illegal, invalid or unenforceable, the legality, validity and enforceability of the remaining provisions of
this Agreement will not be affected or impaired thereby.

18. Waiver. The waiver by Company of a breach of any provision of this Agreement by
Consultant will not operate or be construed as a waiver of any other or subsequent breach by Consultant.

19. Injunctive Relief for Breach. Consultant’s obligations under this Agreement are of a
unique character that gives them particular value; breach of any of such obligations will result in
irreparable and continuing damage to Company for which there will be no adequate remedy at law; and,
in the event of such breach, Company will be entitled to injunctive relief and/or a decree for specific
performance, and such other and further relief as may be proper (including monetary damages if
appropriate).

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

5.
4830-9304-4438.2
concerning such subject matter. The terms of this Agreement will govern all services undertaken by
Consultant for Company; provided, however, that in the event of any conflict between the terms of this
Agreement and any Project Assignment, the terms of the applicable Project Assignment will control,
provided that the Project Assignment specifically calls out the applicable Section number of this
Agreement to be superseded and has been signed by an authorized officer of Company. This Agreement
may only be changed or amended by mutual agreement of authorized representatives of the parties in
writing. This Agreement may be executed in two or more counterparts, each of which will be deemed an
original, but all of which together will constitute one and the same instrument. Counterparts may be
delivered by electronic mail or other transmission method and any counterpart so delivered will be
deemed to have been duly and validly delivered and be valid and effective for all purposes.

[Remainder of page intentionally left blank]

6.
4830-9304-4438.2
 The parties have executed this Agreement as of the Effective Date.

COMPANY:

[●]

By:

Name:
Title:

Email:

Address:

CONSULTANT:

Name of Consultant (Please Print)

Signature

Title (if applicable)

Email

Address:

For copyright registration purposes only, Consultant must

provide the following information:

Date of Birth:_____________________

Nationality or domicile:_____________________________

7.
4830-9304-4438.2
 EXHIBIT A

Project Assignment #1 Under Consulting Agreement

Dated: _______

This Project Assignment is governed by the terms and conditions of the Consulting Agreement, dated on
or about _______ (the “Agreement”), by and between [●]., a Delaware corporation (“Company”) and
the consultant named on the signature page hereto (“Consultant”). Terms used and not otherwise defined
in this Project Assignment have the meanings given them in the Agreement.

Project:

Consultant will render the following services to Company as Company may from time to time request:

_______.

Project Term:

The initial term of this Project Assignment is [●]. If the services under this Project Assignment are not
completed before the end of such period, and/or if this Project Assignment has not been terminated on or
before the end of such period, then this Project Assignment will continue automatically for [●] terms.
This Project Assignment will automatically terminate upon termination of the Agreement.

Allowed Preexisting IP or Restricted OSS:

_______.

Consultant agrees and represents that, unless specifically listed above, none of the Work Product
(or Preexisting IP used or incorporated into the Work Product) incorporates any software code
licensed under the GNU General Public License or Lesser General Public License or any other
open source or third-party license that, by its terms, requires or conditions the use or distribution
of such code on the disclosure, licensing, or distribution of any source code owned or licensed by
Company.

Fees And Reimbursement:

FEES AND REIMBURSEMENT:

[Choose among options below as applicable]

A. Fee:

1. [IF HOURLY CASH FEES] US$_______ per hour;

1. [IF PROJECT-BASED FEES] Upon completion of the Project Assignment to the

reasonable satisfaction of Company, a fixed sum of US$_______.

2. As soon as practicable following the date of this Project Assignment, and subject to
approval by Company’s Board of Directors (the “Board”), you will receive an one-time equity award in
the form of an option to purchase _______ shares of the Company’s common stock at the fair market

4830-9304-4438.2
value as determined by the Board as of the date of the grant (the “Award”). The Award will be governed
by and subject to the terms and conditions of the Company’s 2020 Equity Incentive Plan (the “Plan”) and
related option agreement, and will include a four year vesting schedule, under which [●]% of your Award
will vest [●] months after the vesting commencement date, and 1/48th of the total shares will vest at the
end of each month thereafter, until either the Award is fully vested or your continuous service (as defined
in the Plan) terminates, whichever occurs first.

B. Reimbursement for the following, if approved in advance by Company:

1. Outside services at cost

2. Direct charges at cost
3. Travel and subsistence expenses

C. Maximum chargeable by Consultant on this Project Assignment, including all items in paragraphs
A and B above, is $_______ per month, unless agreed to by Company. Company and Consultant
anticipate that Consultant will work approximately [●] hours per week to provide the Services
under this Project Assignment. Consultant may not exceed [●] hours in any week without prior
written approval by Company.

Consultant shall invoice Company on the first day of each month for services rendered and expenses
incurred during the previous month and shall provide such reasonable receipts or other documentation of
expenses as Company might request, including copies of time records.

Payment terms: net 30 days from receipt of invoice.

4830-9304-4438.2
 The parties have executed this Project Assignment as of the date first written above.

COMPANY:

[●]

By:

Name:
Title:

CONSULTANT:

Name of Consultant (Please Print)

Signature

Title (if applicable)

4830-9304-4438.2