FACILITATOR & CONTRACTOR AGREEMENT

1Engagement & Independent Contractor Status

VenCap engages the Facilitator to provide the services described in this Agreement and any applicable statement of work as an independent contractor, not as an employee, partner, joint venturer, franchisee, fiduciary, or agent of VenCap or Unity Institute Inc. The Facilitator has no authority to make commitments, sign agreements, incur obligations, collect funds, alter pricing, issue refunds, or otherwise bind VenCap or Unity Institute Inc. unless specifically authorized in writing.

Subject to required program standards, safeguarding rules, legal obligations, delivery dates, and agreed results, the Facilitator controls the lawful means and methods used to perform the services. The Facilitator is free to provide services to others, provided those activities do not create a conflict of interest, misuse confidential information or intellectual property, interfere with this engagement, or breach Section 10.

The Parties intend an independent-contractor relationship, but that label does not override applicable law. Each Party will conduct the relationship consistently with the actual duties, control, independence, and business arrangements required for lawful contractor classification.

2Scope of Services, Statements of Work & Compensation

The Facilitator will deliver or support the following programs, sessions, or services: [describe programs — e.g. Clarity Protocol™ cohorts, Prepared Academy youth programs, workshops, implementation reviews, or advisory delivery].

The scope, schedule, location, delivery channel, participant group, fees, payment schedule, approved expenses, insurance requirements, deliverables, and performance criteria for an engagement may be stated in a separate proposal, schedule, or statement of work (“SOW”). Each signed or accepted SOW forms part of this Agreement. If an SOW directly conflicts with this Agreement, the SOW governs only for the specific commercial or delivery term it expressly changes; confidentiality, intellectual property, safeguarding, privacy, and legal-compliance obligations remain in force unless expressly amended in writing.

VenCap will pay undisputed fees according to the applicable SOW. Expenses are reimbursable only where approved in writing in advance and supported by reasonable documentation. The Facilitator may not charge a participant or collect money on behalf of VenCap unless expressly authorized in writing.

3Delivery Standards

The Facilitator agrees to deliver every engagement to the standards established by VenCap and Unity Institute Inc. for the licensed Offering:

• Deliver the established structure, sequence, framework, terminology, positioning, gates, assignments, and participant experience without unauthorized alteration, renaming, shortening, substitution, or drift.
• Prepare properly, attend on time, maintain professional presence, complete records and follow-up, and deliver all promised sessions, tools, outputs, reviews, or other deliverables in full.
• Use only current, authorized materials and approved systems, platforms, forms, scripts, assessments, and brand assets.
• Uphold the same quality bar regardless of cohort size, delivery channel, customer type, or fee level.
• Respect the distinct positioning of each brand—for example, presenting Clarity Protocol™ as an identity-evolution and clarity system, not as therapy, treatment, recovery, or a substitute for licensed care.
• Escalate material delivery problems, participant complaints, safety issues, legal concerns, conflicts, platform failures, and deviations from approved scope without delay.

4Code of Conduct, Marketing & Professional Boundaries

The Facilitator will act honestly, respectfully, and within the scope of their qualifications. The Facilitator will not engage in harassment, discrimination, retaliation, threats, bullying, abusive conduct, sexual misconduct, exploitation, deceptive sales practices, coercive enrollment, or misuse of a participant relationship.

All descriptions of programs, pricing, credentials, testimonials, outcomes, income, business performance, health, or participant experiences must be truthful, not misleading, and consistent with approved materials. The Facilitator may not invent, exaggerate, guarantee, or imply earnings, investment, certification, employment, health, or other results. Any material relationship, compensation, free access, or other connection relevant to an endorsement or public testimonial must be disclosed as required by applicable law and policy.

The Facilitator will not diagnose, treat, provide therapy, deliver crisis intervention, or provide medical, legal, tax, accounting, securities, investment, financial, or real-estate brokerage advice unless separately licensed, insured, expressly engaged for that purpose, and legally permitted to do so. Conflicts of interest, complaints, dual relationships, and circumstances that could impair judgment must be disclosed promptly.

Nothing in this Agreement prohibits a truthful review or legally protected report. The Facilitator may not disclose confidential information, impersonate another person, publish knowingly false statements, or use a review or public statement to threaten, extort, or unlawfully interfere with the rights of another person.

5Confidentiality

The Facilitator will hold in strict confidence during and after the engagement: (a) personal disclosures, assignments, progress data, communications, and other non-public information concerning participants; and (b) all non-public business information of VenCap, Unity Institute Inc., and their licensors, including frameworks, methods, systems, source materials, program architecture, participant and customer lists, leads, pricing, financial information, proposals, contracts, strategy, technology, credentials, and security information.

Confidential information may be accessed and used only to perform authorized services. It may not be disclosed, copied, retained, sold, exploited, or used for another client, personal project, competing product, artificial-intelligence training, or any purpose outside this Agreement. Disclosure is permitted only with prior written authorization or where required by law. Where lawful, the Facilitator will provide prompt notice before compelled disclosure and will disclose only the minimum information legally required.

A participant must never be promised secrecy where safeguarding, imminent-harm, legal-reporting, or safety obligations may require disclosure.

6Data Protection, Privacy & Security

The Facilitator will process personal information only as reasonably necessary to perform authorized services and in accordance with the U.S. Privacy Policy, the Youth Safeguarding Policy, applicable federal and state law, and written instructions from VenCap.

• Use approved accounts, devices, platforms, storage locations, communication channels, and access controls.
• Do not export, download, screenshot, print, forward, or copy participant information to a personal system unless specifically authorized and reasonably necessary.
• Do not enter participant, customer, proprietary, health-related, or confidential information into a third-party artificial-intelligence or automation tool unless VenCap has expressly approved the tool and the specific use.
• Use strong credentials, multi-factor authentication where available, secure networks, and reasonable measures to prevent unauthorized access.
• Collect the minimum information necessary and avoid requesting highly sensitive information unless the program and approved process specifically require it.
• Return, transfer, delete, or securely destroy information when instructed, at the end of the engagement, or when no longer required.

Any suspected loss, unauthorized access, disclosure, malware, credential compromise, misdirected communication, participant privacy concern, or other security incident must be reported to VenCap immediately at [email protected]. The Facilitator will preserve evidence, cooperate with containment and investigation, and make no public statement or external notification unless authorized or legally required.

7Intellectual Property, Work Product & Licence

All pre-existing programs, Content, frameworks, operating systems, curricula, tools, templates, assessments, source materials, recordings, brand assets, and trademarks—including Applied Human Transition™, Clarity Protocol™, EXOS™, AXIS™, Execution Gate System™, and The Labour Intelligence System™—remain the exclusive property of Unity Institute Inc. or the applicable licensor. VenCap’s rights arise only through its U.S. licence and operating authority.

The Facilitator receives a limited, revocable, non-exclusive, non-transferable, non-sublicensable right to use authorized materials solely to perform the services during the term. No ownership, certification right, teaching right, commercial licence, or continuing use right is granted by participation in an engagement.

To the fullest extent permitted by law, materials specifically commissioned and created by the Facilitator within the scope of a paid engagement (“Work Product”) are specially commissioned works made for hire for VenCap. To the extent any Work Product does not qualify as work made for hire, the Facilitator irrevocably assigns to VenCap all right, title, and interest in it, including intellectual-property rights, and authorizes VenCap to assign or license those rights to Unity Institute Inc. The Facilitator will sign further documents reasonably necessary to confirm ownership.

The Facilitator must identify in writing before use any pre-existing material they intend to incorporate. If approved, the Facilitator grants VenCap and Unity Institute Inc. a perpetual, worldwide, royalty-free, transferable, sublicensable licence to use, reproduce, modify, distribute, display, perform, and create derivative works from that incorporated material as part of the Work Product.

8Brand, Trademark & Public Communications

The Facilitator may use names, marks, logos, program descriptions, credentials, biographies, photographs, and marketing materials only in the form and context authorized in writing. Trademarked names must be used accurately and with the required mark. The Facilitator may not register or use a confusingly similar business name, domain, social-media account, trademark, keyword, or identifier.

The Facilitator may not announce an engagement, issue a press release, speak on behalf of VenCap or Unity Institute Inc., publish participant content, create unofficial sales materials, offer discounts, make public policy statements, or represent themselves as an employee, owner, officer, certified provider, or exclusive representative unless expressly authorized.

All brand and public-communication rights end immediately when the engagement ends or authorization is withdrawn.

9Participant Relationships, Non-Solicitation & Non-Circumvention

During the engagement and for 12 months afterward, the Facilitator will not use confidential information, proprietary frameworks, VenCap-funded introductions, or participant relationships developed through the engagement to divert, solicit, or accept substantially similar competing work directly from a VenCap customer or participant with whom the Facilitator had material contact through the engagement, except with VenCap’s written consent.

The Facilitator will not use licensed materials or substantially derived content to build, teach, market, license, or sell a competing program or system. This section does not prevent the Facilitator from using general skills, experience, ideas in the public domain, or independently developed materials that do not use or derive from confidential information or protected intellectual property.

This section is intended to protect legitimate customer relationships, confidential information, and intellectual property and will apply only to the maximum scope and duration permitted by applicable law.

10Youth Safeguarding & Background Screening

Before any contact with a participant under 18, the Facilitator must comply fully with the U.S. Youth Safeguarding Policy and complete all screening, training, consent, and documentation required for the assigned role.

• Complete identity verification, a criminal-background check, and relevant state and national sex-offender-registry searches where lawful and appropriate.
• Provide any separate disclosure and written authorization required where a third-party background-screening company supplies a consumer report, and cooperate with legally required pre-adverse and adverse-action procedures.
• Renew screening at least every 3 years and sooner where law, insurance, a partner agreement, role change, or safeguarding concern requires it.
• Follow the two-adult, observable-contact, communication, transportation, media-consent, online-session, privacy, and record-handling boundaries in the Youth Safeguarding Policy.
• Do not begin unsupervised, recurring, or trust-based contact until VenCap confirms that required screening is complete.

The Facilitator must also report every safeguarding concern immediately to the Designated Safeguarding Lead unless doing so would delay a legally required external report, increase danger, compromise evidence, or involve the Lead as the subject of the concern.

11Responsible AI, Automation & Digital Media

The Facilitator remains personally accountable for all work produced with artificial intelligence, automation, transcription, avatar, voice, image, or other digital tools. Use must comply with approved-tool requirements, privacy and confidentiality duties, intellectual-property rights, accuracy standards, and participant-consent requirements.

The Facilitator will not:

• Input confidential, proprietary, youth, health-related, or personally identifiable information into an unapproved tool.
• Represent unreviewed AI output as verified professional judgment or approved program content.
• Create deceptive media, impersonate a person, clone a voice or likeness without authorization, fabricate a testimonial, or conceal a material use of synthetic media where disclosure is required.
• Use VenCap, Unity Institute Inc., participant, or program data to train or improve a model without prior written authorization.

12Qualifications, Licences, Insurance & Compliance

The Facilitator represents that they possess and will maintain the skills, experience, credentials, licences, permits, registrations, training, and legal authority required to perform the services. The Facilitator will comply with applicable federal, state, and local law, professional standards, platform rules, partner requirements, and written VenCap policies.

Unless an SOW states otherwise, the Facilitator must maintain insurance reasonably appropriate to the services, risks, and participant population. Depending on the engagement, VenCap may require evidence of commercial general liability, professional liability or errors-and-omissions, cyber liability, abuse or molestation coverage, automobile liability, or workers’ compensation coverage where required by law.

The Facilitator must notify VenCap promptly of any complaint, investigation, charge, conviction, licence restriction, disciplinary proceeding, insurance cancellation, safeguarding allegation, conflict, or other event that could reasonably affect eligibility, safety, reputation, or performance.

13Taxes, Records & Contractor Administration

The Facilitator is responsible for federal, state, and local income taxes, self-employment taxes, registrations, licences, insurance, benefits, payroll obligations for their personnel, and ordinary business expenses, except as expressly stated in an SOW. The Facilitator is not eligible for employee benefits from VenCap or Unity Institute Inc.

Before payment, the Facilitator must provide a properly completed IRS Form W-9 and any other information reasonably required for tax reporting, payment processing, sanctions screening, or legal compliance. VenCap may issue Form 1099-NEC or another required information return. Tax reporting does not by itself determine worker classification.

The Facilitator will maintain accurate service, attendance, delivery, expense, consent, safeguarding, and other required records and provide them to VenCap when reasonably requested, subject to privacy and confidentiality restrictions.

14Personnel, Subcontracting & Assignment

The Facilitator may not delegate, subcontract, substitute personnel, or assign performance without VenCap’s prior written approval. Any approved subcontractor must be properly qualified, screened, insured where required, and bound in writing to confidentiality, privacy, intellectual-property, safeguarding, AI, and conduct obligations at least as protective as this Agreement.

The Facilitator remains fully responsible for approved personnel and subcontractors. Approval does not create a contractual relationship between VenCap or Unity Institute Inc. and the subcontractor.

15Records, Complaints, Investigations & Cooperation

The Facilitator will promptly document and report participant complaints, refund-related facts, incidents, injuries, threats, safeguarding concerns, privacy events, intellectual-property misuse, policy breaches, and material delivery failures. Records must be factual, timely, secure, and limited to information reasonably necessary for the purpose.

The Facilitator will cooperate in good faith with lawful audits, insurance inquiries, platform investigations, safeguarding reviews, privacy responses, complaints, litigation holds, regulatory requests, and internal investigations. The Facilitator must preserve relevant documents and must not alter, conceal, destroy, coach witnesses, retaliate, or make unauthorized public statements.

16Term, Suspension & Termination

This Agreement begins on the effective date and continues until terminated. Either Party may terminate for convenience on 14 days’ written notice unless an SOW states a longer notice period for a scheduled engagement.

VenCap may suspend duties or terminate immediately for material breach, nonpayment owed to VenCap, loss of required qualifications or insurance, safety risk, dishonesty, harassment, misconduct, confidentiality or privacy breach, intellectual-property misuse, safeguarding concern, unlawful conduct, failure to complete screening, or conduct reasonably likely to cause material harm to participants, VenCap, Unity Institute Inc., a partner, or an Offering.

On suspension or termination, the Facilitator will stop representing the relationship, cease use of brands and systems, return credentials and property, transfer required records, protect participants during transition, and return or securely destroy confidential information as directed. VenCap will pay undisputed fees for accepted services properly performed through the effective termination date, subject to lawful offsets and the applicable SOW.

Provisions that by their nature should survive—including payment, confidentiality, privacy, intellectual property, participant restrictions, records, indemnification, limitations, dispute resolution, and governing law—survive termination.

17Indemnification & Limitation of Liability

To the fullest extent permitted by law, the Facilitator will defend, indemnify, and hold harmless VenCap Developments LLC, Unity Institute Inc., and their respective licensors, affiliates, owners, officers, directors, employees, agents, and authorized partners from third-party claims, damages, penalties, judgments, liabilities, costs, and reasonable attorneys’ fees arising from the Facilitator’s breach, negligence, willful misconduct, unlawful act, infringement, privacy or security failure, safeguarding violation, tax or classification obligation relating to the Facilitator’s business, or act or omission of approved personnel.

The Facilitator is not required to indemnify a protected party for that party’s own fraud, willful misconduct, gross negligence, or liability that cannot lawfully be shifted.

To the fullest extent permitted by law, neither Party is liable to the other for indirect, incidental, special, consequential, exemplary, or punitive damages, or loss of profit, opportunity, goodwill, or data. Except for payment obligations, fraud, willful misconduct, confidentiality, privacy, intellectual-property infringement, safeguarding violations, indemnification obligations, or liability that cannot be limited, VenCap’s aggregate liability arising from this Agreement will not exceed the fees paid or payable to the Facilitator under the affected SOW during the 12 months preceding the event giving rise to the claim.

18Dispute Resolution & Arbitration

Before starting a formal proceeding, a Party must send written notice describing the dispute and requested resolution. The Parties will attempt in good faith to resolve the matter within 30 days. A Party may seek immediate temporary or injunctive relief where necessary to protect a child, confidential information, intellectual property, system security, or against imminent irreparable harm.

Except for an eligible small-claims matter or a claim seeking temporary or injunctive relief, any unresolved dispute arising from this Agreement or an SOW will be resolved by binding individual arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. Arbitration may be conducted remotely or in Clark County, Nevada. The Federal Arbitration Act governs the arbitration agreement.

Each Party waives trial by judge or jury for arbitrable claims. Claims must be brought individually and not as a class, collective, consolidated, private-attorney-general, or representative action. The arbitrator may award any individual remedy available under applicable law and may allocate fees and costs as authorized by the rules, this Agreement, or law.

19Governing Law

This Agreement and each U.S. engagement are governed by the laws of the State of Nevada and applicable federal law, without regard to conflict-of-law rules. The Federal Arbitration Act governs Section 18.

Any matter not subject to arbitration must be brought exclusively in the state or federal courts located in Clark County, Nevada, and the Parties consent to that jurisdiction, except where applicable law provides a non-waivable right to proceed elsewhere.

20General, Policies & Notices

This Agreement, together with accepted SOWs and the incorporated policies, is the entire agreement between the Parties concerning its subject matter and supersedes prior discussions or representations. Amendments must be in writing and accepted by both Parties. If a provision is invalid or unenforceable, it will be modified to the minimum extent necessary or severed, and the remainder stays in effect. Failure to enforce a provision is not a waiver.

Electronic records, counterparts, and electronic signatures may be used. Headings are for convenience only. There are no third-party beneficiaries except Unity Institute Inc. and other protected parties expressly identified in provisions protecting intellectual property, confidentiality, privacy, safeguarding, and indemnification.

Notices to VenCap may be sent to [email protected]. Notices to the Facilitator may be sent to the email or address in the signature block or most recent SOW. Routine operational notices are effective when sent; formal termination or dispute notices are effective when receipt is confirmed or as otherwise required by law. No public U.S. mailing address is listed on this page. Legally sufficient service of process must be completed through VenCap’s registered agent or another method permitted by law.