This document outlines an independent contractor agreement between D'Vinci Ltd and contractors. It details that D'Vinci Ltd will source projects for contractors and handle negotiations, communications and payments, retaining 50% of revenue. Contractors will receive hourly rates from $15-$40+ depending on level. D'Vinci Ltd will provide references and networking opportunities to contractors and reward loyalty with bonuses. The agreement is indefinite but can be terminated, and contractors are considered independent while working autonomously to D'Vinci Ltd's reasonable needs and guidelines. Confidentiality and indemnification are also addressed.

1. D’VINCILTDINDEPENDENTCONTRACTORAGREEMENT
THISGENERALSERVICEAGREEMENT(the“Agreement”)isdatedthis_______dayof_______,_______.
Background
A.ThisClientisoftheopinionthattheContractorhasthenecessaryqualifications,experienceandabilitiestoprovideservicestotheClient.
B.TheContractorisagreeabletoprovidingsuchservicestotheClientonthetermsandconditionssetoutinthisAgreement.
CLIENT CONTRACTOR
INCONSIDERATIONOFthemattersdescribedaboveandofthemutualbenefitsandobligationssetforthinthisAgreement,thereceiptand
sufficiencyofwhichconsiderationisherebyacknowledges,theClientandtheContractor(individuallythe“Party”andcollectivelythePartiesto
thisAgreement)agreeasfollows:
SERVICESPROVIDED
TheClientherebyagreestoengagetheContractortoprovidetheClientwiththefollowingServices:
a.BusinessDevelopmentManagers(BDM)andClientfacingSalesTeamswillhavetheresponsibilitytoassistContractorsatanygiventime,
withcommunicationlinesrunningthroughthem.BDM’swillhavetheresponsibilitytosourceprojectsfortheClienttailoredtotheirindustryof
expertise,provideindepthbriefsoftherolesavailableandensurethatContractorwelfareisunderconsiderationatalltimesaContractoris
partofD’VinciLtd.FromaContractorfindingthemselvesinantroubledscenarioorsimplyhaveaquery,theycanentrusttheClientwithany
informationnecessarywhetheritbeprojectrelatedorpersonal.BDM’saretaskedwithkeepingconstantcommunicationwiththeContractor
throughouttheirtimeattheagency,frombiddingonspecificprojectstailoredtotheContractor,tofinalisingjobs,totheonboardingprocess,
tokeepingtabsonprojectprogress,tothefinalisationofprojectsandfollowingupwithThirdPartyClientstofindfurtheremploymentforthe
Contractorortoleaveanhonestreview.
b.D’VinciLtdwillprovideContractorswithaninfiniteamountofAgencyConnects.Whenprojectsaresourcedviathirdpartywebsites
suchasFreelancer.comandUpwork.com,theContractorwillnothavetousetheirownresourcestoapplyandsourcework,asthatwillbe
coveredbyD’VinciLtd.TheClientwillneverrequestmonetaryamountsbefore,duringoruponcompletionofaprojectfromtheContractor.
TheContractorcanbelievethattheupmosteffortisbeingputinbyD’Vincistafftoensuretheyhavethebestchancepossibletosecureshort,
midandlongtermworkdependentontheContractor’spreference.TheContractorwillnothavetoparticipateinanyformsofthenegotiation
tosecurework,asthatwillbecarriedoutbyBDMs.Aspreviouslymentioned,communicationfromtheClienttotheContractorwillbe
constant,astheClientconductsmeetingstosecuretheContractorwork,viaformsofcontactsuchasphone,video&messaging,onsuch
mediumslikeWhatsApp,Zoom,Skypeetc,withtheContractornothavingtodealwithanyindifferenceswhiletheAgencyissourcing
themservice.
c.STADIUUMGroupstaffwillprovidethecontractorwithCVboostingreferences,givinganhonestverdictoftheirexperienceworking
withtheContractorduringtheirtimeattheD’VinciAgency.ThiswillaidtheContractoriftheyareeverinapositiontosourceprojectsaway
fromD’VinciAgency,withtheBusinessDevelopmentManagersandClientfacingstaffonhandtoprovidewritten,audioorvideo
communicationtopotentialemployers.D’VincistaffwillalsopersistwithThirdPartyClientstoreceiveindividualreviewsfortheContractorto
ensuretheContractorincreasestheirindividualreputationwhilstapartoftheD’VinciAgency.
d.D’VinciLtdwillintroducetheContractortoawholenetworkoftalentedindividualswithinD’VinciAgency.TheContractorwillhavethe
permission,tonetworkwithfellowindividualsintheD’VinciAgencynetworkandincreasetheiroutreachwhilstcompletingprojects.

2. PAYMENT
CURRENCY
4. Except as otherwise provided in this Agreement, all monetary amounts referred to in this Agreement will be provided by TransferWise &
distributed in AUD.
5. The Contractor acknowledges that by signing this Agreement, they will retain 50% of all revenue earned from Third Party Contracts
completed successfully, with the remaining 50% retained by D’Vinci Ltd. (As shown in section 6)
6. A fortnightly retainer will become active after the first week of service. In this first week you need to have been billed 10+ hours of service in
order for the trial period to end and the retainer commence. An example of how much a Contractor will receive with their 50% revenue
retention is as follows:
7. The Contractor will issue the Client with an invoice once the funds have been released by the third party client.
8. Invoices submitted by the Contractor to the Client are due within 30 days of receipt.
9. The Payments as stated in the Agreement does not include Value Added Tax. Any Value Added Tax required will be charged to the Client in
addition to the payment.
10. The Contractor will be solely responsible for all income tax liabilities and National Insurance or similar contributions relating to the Payment.
11. D’Vinci Ltd will waive the right to delay the release of funds to the Contractor if the third party Client was to challenge the work contributions
of the Contractor. Upon completion of an investigation, it will be determined whether the funds can be in fact released to the client.
Intermediate Level
Agency Member Hourly Rate Avg 30 Hour Weekly Revenue Starting Retainer
$15 - $24 $450 - $720 $75
Advanced Level $25 - $39 $750 - $1170 $125
Expert Level $40+ $1200 $150
TERM OF AGREEMENT
3. The term of this Agreement (The “Term”) will begin on the date of this Agreement and will remain in full force and effect indefinitely until
terminated as provided in this Agreement.
2. To remain applicable for all Services provided by D’Vinci Ltd, the Contractor must not breach the “D’Vinci Ltd Independent Contractor
Agreement”, or risk termination.
e. Contractors will be rewarded with annual cash bonuses based on their loyalty and performance. This will be decided by D’Vinci Agency
staff, who will take into consideration project feedback, longevity of service to the Agency and the level of commitment and dedication
shown in that timeframe.

3. 22. In the event that any of the provisions of this Agreement are held to be invalid or unenforceable in whole or in part, all other provisions will
nevertheless continue to be valid and enforceable with the invalid or unenforceable parts severed from the remainder of this Agreement.
SEVERABILITY
CAPACITY/INDEPENDENT CONTRACTOR
AUTONOMY
RIGHT OF SUBSTITUTION
15. In providing the Services under this Agreement it is expressly agreed that the Contractor is acting as an independent contractor and not as
an employee. The Contractor and the Client acknowledge that this Agreement does not create a partnership or joint venture between them, and
is exclusively a contract for service.
17. Except as otherwise provided in this Agreement, the Contractor will have full control over working time, methods, and decision making in
relation to provision of the Services in accordance with the Agreement. the Contractor will work autonomously and not at the direction of the
Client. However, the Contractor will be responsible to the reasonable needs and concerns of the Client, including
Adhering to the timelines/guidelines of the Client at all times
Providing a quality of work at the upmost of the Contractors ability at all times
Accessible at all times to answer any queries the Client may require.
16. In the event that the Contractor hires a sub-contractor
the contractor will pay the sub-contractor for its services and the Compensation will remain payable by the Client for the Contractor
for the purposes of the indemnification clause of this Agreement, the sub-contractor is an agent of the Contractor and not D’Vinci Ltd.
INDEMNIFICATION
19. Except to the extent paid in settlement from any applicable insurance policies, D’Vinci Ltd will not be held responsible for all/any claims,
losses, damages, liabilities, penalties, punitive damages, expenses, reasonable legal fees and costs of any kind or amount whatsoever. This
indemnification will survive the termination of this Agreement.
20. Any amendment or modification of this Agreement or additional obligation assumed by either Party in connection with this Agreement will
only be binding if evidenced in writing signed by each Party or an authorised representative of each Party.
NO EXCLUSIVITY
18. The Parties acknowledge that this Agreement is non-exclusive and that the Contractor will be free, during and after the Term, to engage or
contract with third parties for the provision of services similar to the Services.
21. It is agreed that there is no representation, warranty, collateral agreement or condition affecting this Agreement except as expressly
provided in this Agreement.
ENTIRE AGREEMENT
MODIFICATION OF AGREEMENT
CONFIDENTIALITY
13. Confidential information (the “Confidential Information”) refers to any data or information relating to the Client, whether business or
personal, which would reasonably be considered to be private or proprietary to the Client and that is not generally known and where the
release of that Confidential Information could reasonably be expected to cause harm to the Client.
14. The Contractor agrees that they will not disclose, divulge, reveal, report or use, for any purpose, any Confidential information which the
Contractor has obtained, except when authorised by the Client or required a by law. The Obligations of confidentiality will apply during the
Term and will survive indefinitely upon termination of this Agreement.

4. IN WITNESS WHEREOF the Parties have duly affixed their signatures under hand and seal on this ____ day of _________, ______.
CLIENT NAME
CLIENT SIGNATURE
CLIENT NAME
CLIENT SIGNATURE
CONTRACTOR NAME
CONTRACTOR SIGNATURE
W
AIVER
23. The waiver by either Party of a breach, default, delay or omission of any of the provisions of this Agreement by the other Party wil not be
construed as a waiver of any subsequent breach of the same or other provisions.