SCHEDULE E

APPROVED CONTRACTOR AGREEMENT

This Approved Contractor Agreement ("Agreement") is made on this [INSERT DATE] by and between: [INSERT NAME] (“Approved Contractor” or “You”) and Workholler Inc., a corporation existing under the laws of Ontario (“ Company ”). The Approved Contractor and the Company shall be individually referred as the “Party” and collectively as the “Parties”.

The provisions set forth herein are designated in accordance with the Workholler Terms of Use. Capitalized terms not defined herein shall have the meaning ascribed to them in the Terms of Use. In the event of a conflict between the any provisions of the Terms of Use and this Approved Contractor Agreement, the terms of this Approved Contractor Agreement shall apply.

WHERE AS the Company wishes to engage the Approved Contractor to refer work opportunities to the Approved Contractor that the Approved Contractor may accept to perform at the Approved Contractor’s discretion

NOWTHEREFORE in consideration for the mutual promises contained herein, the parties agree as follows:

1. Services : The Company provides job-finding services to the Company’s approved contractors by connecting the Approved Contractor to a Business (the “Business”) that has an open work position that matches the Approved Contractor’s skills, experience and interests (“Services”).

2. Term: This Approved Contractor Agreement shall commence on the Effective Date and shall continue thereafter for one (1) year, unless terminated earlier as provided herein (the "Term"). This Approved Contractor Agreement may renew for an additional one (1) year term upon written agreement between the Parties

3. Performance of Work Placements: You are entitled to accept or reject any Gig Requests in Your sole discretion. By accepting a Gig Request referred to You by Company, You agree to perform and complete any and all requirements as set out in the Gig Request to a reasonable professional standard Failure to complete a Work Placement to reasonable standard may be deemed by Company to be a material breach of this Approved Contractor Agreemen

You acknowledge and agree that Company may lose future work placement opportunities with a Business if Approved Contractor fails to show up to an accepted Work Placement (“Absence”). In the event of an Absence, Approved Contractor must provide Company with an explanation for the Absence. Company shall determine, in its sole discretion, if the explanation for the absence is reasonable (such as illness, accident or other force majeure situations) (the “Reason For Absence”) and may request that the Approved Contractor substantiate the Reason For Absence (for example, a doctor’s note in the case of illness). If Approved Contractor fails to provide a Reason For Absence or the Company deems, in its sole discretion, the Reason For Absence to be unacceptable the Approved Contractor shall be required to pay Company the lesser of fees owed to Company by the Business pursuant to the Gig Request, or one hundred and fifty Canadian dollars (CAD $150.00).

You are responsible for understanding the length and hours to be worked pursuant to any applicable Gig Request. Any hours worked outside those agreed upon pursuant to the applicable Gig Request (“Outside Hours”) may not be paid. Workholler reserves the right, in its sole discretion, to pay Approved Contractor for none, some or all Outside Hours only upon confirmation with the Business that the Outside Hours were worked, and only if Workholler receives payment from the Business for the applicable Outside Hour

4. Compensation: Company shall pay the Approved Contractor the amount stipulated in any applicable Gig Request upon completion of the applicable Work Placement. Company will pay Approved Contractor the amount owed for a completed Work Placement within ten (10) business days of completion of the Work Placement. Payment from Company to Approved Contractor may be made by direct deposit, email transfer or cheque.

5. Obligations to be designated an Approved Contractor: It is at the Company’s sole discretion to designate You as an approved contractor. You hereby agree to submit all required documentation and to complete any requested background checks that the Company deems necessary to confirm Your work experience, formal qualifications and any other similar documentation or checks required in order to designate You as an approved contractor (“Background Information”). You hereby represent and warrant that all Background Information You provide to Company is true and accurate, and You agree to inform Company if there are any material changes to the Background Information. You further represent and warrant that You are, (a) at lest eighteen (18) years of age; and (b) legally entitled to work in Canada. If You are legally in Canada on a visa of any kind You must include in Your Background Information any and all terms and conditions related to Your work entitlements pursuant to Your visa.

6. Independence : Within the framework of referring potential work opportunities to the Approved Contractor, the Approved Contractor maintains its independence from Company and is not obliged to accept any Work Placement. Subject to the Approved Contractor’s obligations hereunder, including confidentiality, the Approved Contractor shall be entitled to work with competitors of the Company.

7. Business Payroll: The Business may request in the Gig Request that Your compensation is processed through the Business’ payroll. In accepting Gig Request with a payroll requirement, You hereby agree to take all reasonable steps to give effect to the Business’ Payroll Requirement. If the Business elects to pay the Approved Contractor through the Business’ payroll, then Workholler shall have no obligation whatsoever to remit payment to the Approved Contractor for completed Work Placements.

8. Tax: It shall be the responsibility of the Approved Contractor to ensure compliance with all applicable tax laws in the country of domicile. The Company shall be in no way responsible for any tax related issues

9. Non-Circumvention: You acknowledge and agree that Workholler’s business involves connecting Contractors and employers. You hereby irrevocably agree and warrant that You shall not, directly or indirectly, interfere with, circumvent, attempt to circumvent, avoid or by- pass Workholler in the event You wish to be directly hired by a Business You engaged with as an Approved Contractor (“ Direct Hire ”). For any Direct Hire opportunity You have with a Business, You shall provide Workholler with written notice of such opportunity, and Workholler will, at its sole discretion, approve the Direct Hire upon confirmation from the Business of the Direct Hire and payment of the Direct Hire fee from the employer. Such approval shall not be unreasonably or arbitrarily withheld.

10. Confidentiality: You may receive, or have access to, information of an extremely confidential nature during the term of this Approved Contractor Agreement relating to Company. You will protect any and all Confidential Information that You receive from any unauthorized use, access or disclosure. You shall handle all Confidential Information with the same standard of care with which You would handle Your own Confidential Information.

No obligation to protect any Confidential Information shall exist under this Approved Contractor Agreement with respect to any information which

Upon termination of this Approved Contractor Agreement You shall promptly return to Company and all Confidential Information, and, if instructed to do so by Company, You shall destroy any Confidential Information held by You at termination of this Approved Contractor Agreement, and shall furnish to the a letter of its destruction.

This section 10 (Confidential Information) shall survive termination of this Approved Contractor Agreement

11. Ownership of Material : It is agreed and understood by You that any and all rights, title and interest in and to any Company intellectual property is exclusively owned by the Company.

12. Relation of Parties: It is the intention of the parties hereto that the Approved Contractor shall have the status of an independent contractor. You acknowledge and agree that nothing in this Approved Contractor Agreement is intended or should be construed to create a partnership, joint venture or employment relationship between You and Company. The relationship under this Approved Contractor Agreement is in no way intended to be exclusive.

13. Termination: Either Party may terminate this Approved Contractor Agreement by providing the other Party with ten (10) business days written notice. You agree to complete Work Placements for any accepted Gig Requests up to and including the day of termination.

Company reserves the right to terminate this Approved Contractor Agreement without notice for any material breach of this Approved Contractor Agreement, including persistent performance failures or failure to attend a Work Placement without cause, and to remove Your access to the Platform.

If at any time Your legal entitlement to work in Canada is revoked or changed in any way, this Approved Contractor Agreement shall immediately terminate

14. Limitation of Liability. You agree to release, remise and forever discharge Workholler and Workholler’s directors, employees, officers, affiliates, partners, service providers, vendors, and contractors and each of their respective agents, directors, officers, employees, and all other related persons or entities from any and all manner of rights, losses, costs, claims, complaints, demands, debts, damages, causes of action, proceedings, liabilities, obligations, legal fees, costs and disbursements of any nature whatsoever, from any special, indirect or consequential, incidental or exemplary damages (individually or collectively, a “Claim”), whether in contract or tort, whether known or unknown, which now or hereafter arises from, relates to, or is connected with services provided under this Approved Contractor Agreement even if Workholler has been advised of the possibility of such Claim, or such Claim was reasonably foreseeable. Notwithstanding the sufficiency or insufficiency of any remedy provided for herein, and in the event that Workholler becomes liable for any damages whatsoever, You agree that such damages shall be limited in the aggregate to the value of the payments made to You by Workholler for the Work Placement giving rise to such liability.

15. Indemnification. You will indemnify and hold harmless Workholler from and against any and all liabilities, losses, damages, costs, and other expenses (including attorney fees and costs associated with litigation) arising from or relating to a breach by You of any representation, warranty, covenant, or obligation in this Approved Contractor Agreement, or arising from or relating to any negligent or intentional act or omission committed by You, arising from Your performance of any Work Placement, which act or omission gives rise to any claim for damages against you or Workholler. Workholler shall have no obligation to defend and/or indemnify you from and against any third party claims made against you arising from any negligent or intentional act or omission committed by you in connection with Your conduct or performance during a Work placement.

16. Law Governing Contract: This Approved Contractor Agreement shall be governed by the laws of Ontario and the laws of Canada applicable thereto. Any disputes arising out of this Approved Contractor Agreement, which cannot be amicably settled between the Parties, shall attorn to the exclusive jurisdiction to the Ontario courts located in the city of Toronto.