Contractor Agreement — REF 3pk57v2

This Contractor Agreement is entered into as of May 16th, 2026, between: Optimize IS LLC, a S Corporation IN having its principal place of business /Headquarters at 1203 Sacred Oak Court, Fort Wayne, IN 46818, United States, 46818, email address: ben@optimizeis.com, ("Client"), and CONTRACTOR_NAME, CONTRACTOR_ENTITY_TYPE whose address is [CONTRACTOR_INDIVIDUAL_ADDRESS[Contractor entity name], having its principal place of business at [Contractor street], [Contractor city], [Contractor province], [Contractor zip], registered under the number [Contractor registration number] and email address: [CONTRACTOR_EMAILjpaulgale@gmail.com, ("Contractor").

A. The Client is looking for a professional… B. The Contractor declares… C. The Parties intend to establish a collaboration of an autonomous nature… D. The present Contract excludes any subjection to the power of direction or control…

The four "Whereas"-style recitals about contractor autonomy and absence of direction/control were removed entirely in V2.

Contractor will perform the services described in each Statement of Work in accordance with the terms and conditions set forth in each Statement of Work and this Agreement. It is the express intention of the Client and Contractor that Contractor performs the services as an independent contractor for the Client. Contractor represents, warrants, and agrees that Contractor acknowledges and agrees that Contractor is obligated to report as income all compensation received… and specifically agrees to provide the Client with a taxpayer identification number…. Contractor agrees that Contractor meets all tests set forth by applicable law… including but not limited to the "ABC" test under California Labor Code Sections 2750.3 and 3351… and/or AB 2257…. Unless otherwise agreed by Client, Contractor will determine, in Contractor's sole discretion, the manner and means by which the Services are accomplished, subject to the requirement that Contractor will at all times comply with applicable law and any compliance policies drawn to Contractors' attention insofar as they are applicable to independent contractors.

Contractor will perform the Services at Contractor's offices, place of business, or any other location of Contractor's choosing or facilities, using Contractor's instruments, equipment and tools.

…provided that Client provides written consent after being adequately satisfiedis satisfied that the sub-contractor possesses the necessary skills, expertise and resources…; if so required by Client, Contractor will ensure that the subcontractor or substitute enters into direct undertakings…

Section heading changed from "PAYMENT" to "PAYMENTS". In 2.2, expenses must be approved in advance in writing by an authorized representative of Client. In 2.4, Deel's address ZIP updated from 94105 to 94105-4621. In 2.5, the Deel terms URL changed from www.letsdeel.com/terms to www.deel.com/terms.

V1 also repeated "Client will collect and process Contractor's Personal Data…" at the end of Section 2; V2 removes the duplicate and keeps it only at Section 6.4.

…participation in any plans, arrangements or distributions made by Client pertaining to any bonus, stock options, profit sharing, insurance or similar benefits; or any other end-of-service benefits payable to an employee or worker.

This Agreement is one for the provision of services as an independent contractor and does not create an employment relationshipand not a contract of service or employment, and accordingly, Contractor will be solely responsible for…

Contractor will be liable for and will indemnify Client and its affiliates and their directors, officers, and employees from and against all losses, liabilities,for any loss, liability, costs, (including reasonable fees, costs, and expenses of attorneys and other professionals), penalties, damages and expenses arising directly or indirectly from any breach of the terms of this Agreement… or any other action or inaction by or for or on behalf of Contractor or any failure to perform the Services in accordance with all applicable laws, rules and regulations, or any misrepresentations by Contractor regarding Contractor's status… or any violation or claimed violation of a third party's rights resulting… from the Client's use of the deliverables or Services of Consultant under this Agreement.

Contractor will indemnify and hold Client and its affiliates and their directors, officers, and employees harmless from and against all damages, liabilities, losses, penalties, fines, expenses and costs…

…no expectation that this Agreement will be renewed at the expiration and/or terminationexpiry of the Contract Period… recorded in writing and signed by authorized representatives of both Parties.

Contractor agrees that, upon full payment of applicable fees, all Contractor Work Product created by Contractor for Client, or for or on behalf of Client's clients, under or in connection with this Agreement or any Statement of Work, will be the sole and exclusive property of Client. Contractor hereby irrevocably transfers and assigns to Client… all right, title and interest in and to such Contractor Work Product… Notwithstanding the foregoing, Contractor retains ownership of all pre-existing materials, software, methodologies, templates, tools, scripts, systems, and know-how developed independently of this Agreement, including improvements thereto. To the extent any such pre-existing materials are incorporated into the Contractor Work Product, Contractor grants Client a non-exclusive, royalty-free, perpetual license to use such materials solely as incorporated into the Contractor Work Product. Contractor may not reuse, disclose, or incorporate any Client or Client customer Confidential Information, proprietary information, data, documents, systems, or materials in any work outside this Agreement. At Client's request and expense… Contractor will assist and cooperate with Client… and will execute documents… to enable Client to acquire, transfer, maintain, perfect and enforce its Intellectual Property…. Contractor hereby appoints the officers of Client as Contractor's attorney-in-fact to execute documents on behalf of Contractor…. Contractor will not incorporate any invention… owned by any third party into any… work product of Client without client's prior written permission.

…any and all Moral Rights that Contractor may have… To the extent that Moral Rights cannot be assigned under applicable law, Contractor hereby waives and agrees not to enforce any and all Moral Rights including, without limitation, any limitation on subsequent modification, to the extent permitted under applicable law.

4.4 Related Rights. …Contractor hereby grants… to Client a non-exclusive, royalty-free, irrevocable, perpetual, transferable, worldwide license (with the right to sublicense)…

4.7 Exploitation. …Contractor hereby grants Client and its successors a perpetual, irrevocable, worldwide royalty-free, non-exclusive, sublicensable right and license to fully Exploit… all such technology and intellectual property rights…

Both clauses — which gave the Client broad licenses over the Contractor's own background technology and IP — were removed entirely in V2.

…all information regarding Client's business, including, without limitation, the identity of Client and its affiliates and subsidiaries, their actual or anticipated business and/or products, research or development, technical data, trade secrets, know-how, research, product plans, software, developments, inventions, discoveries, ideas, processes, formulas, technology, designs, drawings, engineering, hardware configuration, marketing, finances, and other business information disclosed by Client and/or its affiliates and subsidiaries to Contractor, or other information pertaining to their products, services, markets, and customers, will be deemed and treated as strictly confidential…

…the California Consumer Privacy Act ("CCPA"), data protection legislation of the United Kingdom, and all other applicable data protection laws…

Drafting glitch: V2 now reads "legislation of and all other applicable data protection laws."

(a) comply with all sanctions relating to anti-bribery and anti-corruption and all applicable laws, regulations, and codescomply with all applicable laws, regulations, codes and sanctions relating to anti-bribery and anti-corruption;

(b) promptly report… any undue financial or other advantage… received by Contractor from a third-party in connection with the performance of this Agreement or in connection with Contractor's relationship with Client;

(c) not engage in… conduct which would constitute either a tax evasion facilitation offence or a foreign tax evasion facilitation offence;

(d) promptly report… any request or demand from a third party to facilitate conduct or omissions that could constitute tax offencesthe evasion of tax or any suspected tax evasion offence or facilitation of tax evasion offences…;

(e) comply with all applicable laws and policies pertaining to the prevention ofnotified to Contractor regarding a prohibition against discrimination, harassment and bullying…

This Agreement will commence on the Effective Date and will remain in full force and effect for one (1)two (2) calendar years from the Effective Date and shall be automatically renewed for each subsequent calendar year…

…material breaches of Client's code of conduct-related rules and policies insofar as they are applicable to independent contractors (including relating to bribery, corruption, tax evasion, data protection…)…

The rights and obligations… under Sections 2, 3, 4, 5, 6, 7.3, 7.5, 8.5, 8.6, 9, and 10, and 11 will survive…

V2 adds references to 8.6 and a "Section 11" — but no Section 11 exists.

Any attempt by Contractor to assign or transfer this Agreement, without such consent, will be void.

…the substantially prevailing party will be entitled to reasonable attorneys' fees, costs and expenses in addition to any other relief to which such prevailing party may be entitled, to the extent permissible by applicable law.

GOVERNING LAW. THIS AGREEMENT WILL BE GOVERNED BY… THE LAWS OF INDIANA…. ANY LEGAL ACTION OR PROCEEDING ARISING UNDER THIS AGREEMENT WILL BE BROUGHT EXCLUSIVELY IN STATE COURTS OF INDIANA, USA…

Governing Law and Arbitration. Any dispute or claim arising out of or related to this Agreement… will be finally settled by binding arbitration in the city of Fort Wayne, IN… pursuant to the International Arbitration Rules and Procedures of the Judicial Arbitration and Mediation Service, Inc. ("JAMS")… by a single JAMS arbitrator…. The arbitrator will apply IN law…. The arbitral proceedings… shall be in the English language…

A material change in kind: court litigation in Indiana is replaced with mandatory binding JAMS arbitration in Fort Wayne.

Content unchanged; in V2 the clause is no longer numbered. V2 also inserts an extra Client/Contractor signature block in the middle of the document, after Section 4.

First Payment Date: May 16, 2026June 1, 2026. (Other SOW terms — Pay As You Go, semi-monthly invoicing, 10-day termination notice, "Contract End Date: Not specified" — are unchanged.)

To the extent that Contractor has received payment of compensationfull payment of applicable fees as provided in this Agreement, Contractor hereby assigns to Client all rights, title, and interest in any intellectual property created by Contractor for Client under this Agreement.all intellectual property rights in any deliverables or work product created by Contractor for Client, or for or on behalf of Client's clients, under or in connection with this Agreement, shall be owned exclusively by Client. Contractor retains ownership of all pre-existing materials, software, methodologies, templates, tools, scripts, systems, and know-how developed independently of this Agreement, including improvements thereto. To the extent any such pre-existing materials are incorporated into the deliverables or work product, Contractor grants Client a non-exclusive, royalty-free, perpetual license to use such materials solely as incorporated into the deliverables or work product.

Contractor may not engage in any way with parties they have formed relationships through their relationship with Client…. Contractor will not work for any related party associated with Client… (i.e. Customers or Clients of Client)… for a duration of 3 years following the termination…. Contractor will not hire or seek to hire any employees or independent contractors of Client… for a duration of 5 years following the termination…

During the term of this Agreement and for twelve (12) months thereafter, neither Party may directly solicit for employment, employ, or engage as an independent contractor any employee or contractor of the other Party with whom they had material contact under this Agreement, without prior written consent. This does not apply to general solicitations or public job postings. For twelve (12) months after termination, Contractor may not directly or indirectly perform services for any Client customer with whom Contractor had direct material contact during the prior twelve (12) months, without Client's prior written consent.

The most significant single change: the 3-year customer non-compete and 5-year non-solicit are replaced by mutual, 12-month, material-contact-limited terms with a public-posting carve-out.

Contractor may engage in other professional work, including Airtable-related projects, automation-related projects, and consulting work, during the term of this agreement, provided that such work does not involve soliciting Optimize IS clients or team members for outside opportunitiesprovided such work does not violate this Agreement or involve soliciting Client's clients, employees, or contractors.

Confidential Information, Warranty and Disclaimer, Limitation of Liability, Relation of Parties, Arbitration and Mediation (AAA), Miscellaneous, and the full Data Security and Protection block (company email, 1Password, software updates, screen timeout, incident reporting, data retention, removable media) are substantively unchanged between V1 and V2.