SAMPLE — CIRKADIS — NOT FOR EXECUTION

Subcontractor Agreement

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This Subcontractor Agreement is entered into as of the Effective Date between Cirkadis ("Prime") and the Subcontractor identified below.

1. Scope. Subcontractor will perform the services described in Schedule A ("Services") in support of Prime's engagement with its client. Subcontractor acknowledges that the work is performed for Prime, not directly for Prime's client.

2. Independent Contractor. Subcontractor is an independent contractor and is solely responsible for its own taxes, insurance, equipment, and employees.

3. Flow-Down. Subcontractor agrees to comply with the applicable terms of Prime's agreement with its client, including confidentiality, data security, compliance, and any client-specific requirements...

4. Fees. Prime will pay Subcontractor the fees set forth in Schedule A upon receipt and acceptance of invoices reflecting completed work. Invoices must be submitted no later than the 10th of the month following the month in which services were performed...

5. Non-Solicitation. During the term of this Agreement and for twelve (12) months thereafter, Subcontractor agrees not to directly solicit Prime's clients or employees...

SAMPLE — Cirkadis — Not for Execution