CONTRACT REVIEW

Contract: CONSULTANCY SERVICES AGREEMENT

Parties: DARK MATTER LLC and ALPHA DATA RECRUITMENT LLC

Review Date: November 20, 2017

SUMMARY:

This is a statement of work proposed to be entered between Dark Matter LLC and
Alpha Data LLC whereby Alpha Data LLC, being the Consultant in therein agreement,
shall provide consultancy services to Dark Matter including but not limited to creation
and development of intellectual property, software code, or other tangible inventions,
know-how, ideas or discoveries, as agreed by both parties and such services as
described in the agreement.

The Agreement has been reviewed and here are the concerns on the agreement:

1. INTERPRETATION
On the term “Key Person(s)”
Shall mean a “key individual” employed by the Consultant as may be provided
from time to time under this Agreement to provide personal services to Client, as
specified in Schedule 1 hereto;

Comment: The more appropriate legal term for the agreement regarding Key
person(s) is MANPOWER since this agreement pertains to the Alpha Data as the
Consultant providing services to the Client through the Manpower of Alpha
Data LLC.

2. KEY PERSON AND RESOURCES

3.3 The Key Person(s) further understand and agree that, as a result of his/her
employment relationship with Consultant, he/she will be granted access to
Client’s Confidential Information which has independent economic value to
Client, its subsidiaries and affiliates. Accordingly the Consultant shall ensure
that the Key Person(s) enter into and execute a separate confidentiality
agreement with Client, in the form attached hereto as Schedule 2, prior to
involvement in any of the Services to be provided under this Agreement. Failure
of Key Person(s) to enter into said confidentiality agreement with Client, prior to
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the Commencement Date applicable to such Key Person shall give the right to
Client to promptly terminate this Agreement in whole or in part.

Comment:
Failure of Key Person(s) to enter into said confidentiality agreement with Client,
prior to the Commencement Date applicable to such Key Person, the Client shall
give a five (5) day-notice to the Consultant and Key-persons to comply with the
said requirement. Otherwise, the Client has the discretion to refuse the services
of the Key-person and the Consultant shall provide another in exchange of the
refused key-person.

3. KEY PERSON AND RESOURCES

3.4 … Failure of Key Person(s) to enter into said Letter Agreement with
Client, prior to the Commencement Date applicable to such Key Person shall
give the right to Client to promptly terminate this Agreement in whole or in part.

Comment:
Failure of Key Person(s) to enter into said confidentiality agreement with Client,
prior to the Commencement Date applicable to such Key Person, the Client shall
give a five (5) day-notice to the Consultant and Key-persons to comply with the
said requirement. Otherwise, the Client has the discretion to refuse the services
of the Key-person and the Consultant shall provide another in exchange of the
refused key-person.

4. TIME FOR PERFORMANCE

4.1 Any time for performance of the Services shall be as specified in Schedule
1 hereto and time shall be of the essence. If no time for performance of the
Services is specified, Consultant shall perform the Services within a time to be
specified by Client or, failing that, within a reasonable time.

Comment: The Client shall provide for the time of the performance of the
Consultant and Key Persons. Upon specification of the time, it shall be the duty
of the Consultant and the key persons to fully comply and accomplish the work
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services in accordance to the specified time. (The clause in the contract is not
clear because the reasonable time may not be fully identified.)

5. TIME FOR PERFORMANCE

4.2 If Consultant fails to perform the Services within any time limits specified
by Client, or if there are no such time limits within a reasonable time, Client shall
have the right, without prejudice to any other remedy it may have, to:

(a) require a third party to carry out the Services in which case Consultant
shall indemnify Client against any losses, expenses, costs, claims, liabilities and
damages incurred by Client; and/or
(b) terminate this Agreement together with any other contract or agreement
with Consultant.

Comment: Upon the specified time by the Client, the Consultant shall comply
immediately according to the tenor of the Client’s requirement. In any case the
Consultant fails to comply, the Client shall be given the right to reprimand for
the first time and demand the performance of the task within five (5) days. In the
second event that the Consultant fails to comply, the client has the prerogative to
terminate this agreement and require a third party to carry out the unfulfilled
services of the Consultant.

6. WARRANTIES OF THE CONSULTANT

Delete the clause
(f) it will indemnify and hold harmless Client, its directors and officers in respect
of any levies, demands or claims that may be made by the relevant authorities
against Client or any payments made by Client in respect of tax demands or
other charges or contributions relating to the provision of the Services by
Consultant and which may under applicable law be payable by the Consultant;

7. LIABILITY AND INDEMNITY

Replace the clauses
8.1 Consultant shall hold harmless and indemnify Client, its Affiliates, its and
their directors, officers, employees or agents for all losses, claims, costs, liabilities,
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damages and expenses, brought against or otherwise suffered or incurred by

Client, its and their directors, officers, employees or agents arising from:
(a) any willful misconduct, default, negligent or wrongful act or omission by
Consultant, its employees, agents or representatives;
(b) damage to or loss of property, injury or death caused (including, without
limitation, by negligence or omission) by Consultant, its employees, agents or
representatives in connection with the provision of the Services;
(c) claims for salaries, wages, taxes, damages, compensation, benefits or
remuneration of any kind in respect of any person working on behalf of
Consultant; and/or
(d) any breach by Consultant of this Agreement.
Consultant agrees to compensate Client in full as and when any expenses are
incurred.
8.2 The maximum aggregate liability of Consultant to Client for all claims and
losses (including damages, legal costs, interest and any expenses) under or in
connection with this Agreement whether arising in or for breach of contract, tort
(including negligence), breach of statutory duty or otherwise will not exceed an
amount equal to the fees paid by Client under this Agreement. Consultant will
not be liable to Client for:
(a) any loss of profits (whether direct, indirect, actual or anticipated),
business, revenue, goodwill or anticipated saving; or
(b) any consequential or indirect loss howsoever arising.
Notwithstanding the above, neither Party limits any liability for death, personal
injury or fraud.
8.3 Consultant shall, at its sole cost and expense, take out and maintain, or
cause to be taken out and maintained in effect, for so long as may be necessary to
cover its obligations and liabilities under or in connection with this Agreement
(and in any event no less than the term of this Agreement) workmen’s
compensation and employer’s liability insurance in a level sufficient to cover
Consultant’s obligations under the applicable law of its home jurisdiction, and
where services are provided in the United Arab Emirates, sufficient insurance, in
respect of its personnel, subcontractors and its other employees, and in any case,
in the minimum amount of $1,000,000 AED for each and every incident.
 CONTRACT REVIEW

8.4 The insurances referred to in Clause 8.3 shall be with a reputable insurer
established and licensed, in either Consultant’s home jurisdiction or in the
United Arab Emirates (who shall be approved by Client). Consultant shall
indemnify and hold harmless, and keep indemnified and held harmless, Client
and its Affiliates from and against any claims, liabilities, costs, losses or damages
in any way related to the failure on the part of Consultant or its subcontractors to
maintain the insurances required under this Clause 8. Consultant shall be solely
responsible for any excesses or deductibles applicable under any of the
insurances specified in Clause 8.3.
8.5 Without prejudice to the above, Consultant shall ensure that the
indemnity limits under the insurance policies set out in this Clause 8 shall be a
minimum requirement and shall not be construed in any way as a limit of
liability or as constituting acceptance by Client of responsibility for any liability
in excess of such indemnity limits.
8.6 If requested by Client, Consultant shall cause its insurers or agents to
provide Client for its review and approval full copies of the insurance policies
evidencing the policies and terms that are required to have been procured by
Consultant pursuant to this Clause 8. If requested by Client, Consultant shall
also provide Client with copies of receipts or statements from its insurers
evidencing payment of the annual premiums in respect of the insurance coverage
and endorsements or that such premiums are not overdue.
8.7 It shall be Consultant’s responsibility to ensure that any agent or sub-
contractor engaged by it effects and maintains all insurances required by law and
all such other insurances as Consultant may consider necessary. Any deficiencies
in the cover or policy limits of insurances of such agents or sub-contractors shall
be the sole responsibility of Consultant.

Comment:
To the fullest extent permitted by law, the parties waive and relinquish any
claims, demands, and causes of action or recoveries for punitive damages,
exemplary damages, or statutory damages.

In no event will either party be liable for indirect, special, incidental or

consequential damages arising under this agreement or otherwise with respect to
any loss consequential and/or incidental damages, business interruption or
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damage to business reputation, regardless of the theory upon which any claim
may be based, including any tort or statutory causes of action.

8. DURATION AND TERMINATION

13.2 This Agreement may be terminated, in whole or in part, by Client on
giving fourteen (14) days’ written notice to Consultant to expire at any time but
shall, in any event, terminate on completion of the Services by Consultant to the
satisfaction of Client.

13.3 Client shall have the right to terminate this Agreement forthwith upon
notice if Consultant:

(a) breaches any terms or conditions of this Agreement which breach is not
capable of remedy or, in the case of a breach which is capable of remedy, if
Consultant fails to take all reasonable steps to remedy the breach within fourteen
(14) days of notice by Client specifying the breach to be remedied, save that
where Consultant commits a breach of this Agreement which is capable of
remedy on more than two occasions in any six (6) month period, Client shall be
entitled to terminate this Agreement forthwith notwithstanding that Consultant
has taken steps to remedy the breach on previous occasions; or
(b) if Consultant enters into liquidation (or any like or analogous process)
whether compulsory or voluntary or if it compounds with its creditors or has a
receiver, administrative receiver, manager or administrator appointed over all or
any of its assets (or any like or analogous process) or is unable to pay its debts
within the ordinary course of business.

13.4 Termination of this Agreement shall be without prejudice to the accrued

rights of Client or Consultant prior to the date of termination except that in the
event of termination of this Agreement, Client shall not be liable to Consultant
for any loss, claims, damages, fees, liabilities, costs or expenses (whether direct,
indirect, economic, financial, consequential (including, without limitation, loss of
profit, loss of goodwill, loss of sales revenue, loss of contract and loss of
opportunity) or otherwise) suffered by Consultant, except when this Agreement
is terminated pursuant to Clause 13.2, in which case Client shall pay Consultant
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the proportion of the price payable for the Services which represents the work
properly and satisfactorily carried out or, where the Services are charged on a
time basis, for the time properly and necessarily spent on the Services prior to
termination.

Comment:
The Client may terminate this agreement only upon reasonable and justifiable
causes giving fifteen (15) day-notice to the Consultant for the finality of this
agreement, or in such case the cause for termination may be given remedy, the
Consultant shall be given ten (10) day-period to remedy any breach.

9. SET OFF AND COUNTERCLAIM

Delete the clause
Client shall have the right to deduct from any monies due or which may become
due to Consultant, any monies or sums recoverable from Consultant to Client in
respect of any claim whatsoever. Consultant shall not be entitled to set off
against any sums payable to Client any sums which Client may owe or are
payable to it by Client.

There being no further comments, I respectfully submit this contract review.